<PAGE>   1

                                                                   EXHIBIT 10.1
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                                   $75,000,000

                                CREDIT AGREEMENT

                                      among


                                 MOOVIES, INC.,


                                  VARIOUS BANKS


                                       and


                                 BANQUE PARIBAS,
                                    as Agent


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

                           Dated as of March 14, 1997

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



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                                TABLE OF CONTENTS
<TABLE>
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<S>      <C>   <C>                                                                                    <C>
Section 1.  Amount and Terms of Credit...............................................................  1
         1.01  The Commitments.......................................................................  1
         1.02  Minimum Amount of Each Borrowing......................................................  2
         1.03  Notice of Borrowing...................................................................  2
         1.04  Disbursement of Funds.................................................................  3
         1.05  Notes  ...............................................................................  4
         1.06  Conversions...........................................................................  5
         1.07  Pro Rata Borrowings...................................................................  6
         1.08  Interest..............................................................................  6
         1.09  Interest Periods......................................................................  7
         1.10  Increased Costs, Illegality, etc......................................................  8
         1.11  Compensation.......................................................................... 10
         1.12  Replacement of Banks.................................................................. 11

Section 2.  Letters of Credit........................................................................ 13
         2.01  Letters of Credit..................................................................... 13
         2.02  Minimum Stated Amount................................................................. 14
         2.03  Letter of Credit Requests............................................................. 14
         2.04  Letter of Credit Participations....................................................... 14
         2.05  Agreement to Repay Letter of Credit Drawings.......................................... 16
         2.06  Increased Costs....................................................................... 17

Section 3.  Commitment Commission; Fees; Reductions of Commitments................................... 18
         3.01  Fees   ............................................................................... 18
         3.02  Voluntary Termination of Unutilized Commitments....................................... 19
         3.03  Mandatory Reduction of Commitments.................................................... 20

Section 4.  Prepayments; Payments; Taxes............................................................. 21
         4.01  Voluntary Prepayments................................................................. 21
         4.02  Mandatory Repayments and Commitment Reductions........................................ 23
         4.03  Method and Place of Payment........................................................... 28
         4.04  Net Payments.......................................................................... 28

Section 5.  Conditions Precedent to Loans on the Initial Borrowing Date.............................. 30
         5.01  Execution of Agreement; Notes......................................................... 30
         5.02  Officer's Certificate................................................................. 30
         5.03  Opinions of Counsel................................................................... 31
         5.04  Corporate Documents; Proceedings...................................................... 31
</TABLE>



                                       (i)

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<TABLE>
<CAPTION>
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<S>      <C>   <C>                                                                                    <C>
         5.05  Employee Benefit Plans; Shareholders' Agreements; Management
                      Agreements; Employment Agreements; Collective Bargaining
                      Agreements; Debt Agreements; Affiliate Contracts; Tax Sharing
                      Agreements and Material Contracts.............................................. 31
         5.06  Consummation of the Acquisition....................................................... 33
         5.07  Pledge Agreement...................................................................... 34
         5.08  Security Agreement.................................................................... 34
         5.09  Subsidiaries Guaranty................................................................. 35
         5.10  Material Adverse Change, etc.......................................................... 35
         5.11  Litigation............................................................................ 35
         5.12  Fees, etc............................................................................. 36
         5.13  Solvency Certificate; Insurance Analyses.............................................. 36
         5.14  Approvals............................................................................. 36
         5.15  Financial Statements; Projections; Management Letter Reports.......................... 36
         5.16  Refinancing........................................................................... 37
         5.17  Consent Letter........................................................................ 38

Section 6.  Conditions Precedent to All Credit Events................................................ 38
         6.01  No Default; Representations and Warranties............................................ 38
         6.02  Notice of Borrowing; Letter of Credit Request......................................... 39
         6.03  Adverse Change, etc................................................................... 39
         6.04  Litigation............................................................................ 39
         6.05  Subsequent Legal Opinions............................................................. 39
         6.06  Permitted Transactions................................................................ 40

Section 7.  Representations, Warranties and Agreements............................................... 40
         7.01  Corporate Status...................................................................... 40
         7.02  Corporate Power and Authority......................................................... 41
         7.03  No Violation.......................................................................... 41
         7.04  Governmental Approvals................................................................ 41
         7.05  Financial Statements; Financial Condition; Undisclosed Liabilities;
                      Projections; etc............................................................... 41
         7.06  Litigation............................................................................ 43
         7.07  True and Complete Disclosure.......................................................... 43
         7.08  Use of Proceeds; Margin Regulations................................................... 43
         7.09  Tax Returns and Payments.............................................................. 44
         7.10  Compliance with ERISA................................................................. 44
         7.11  Security Documents.................................................................... 45
         7.12  Representations and Warranties in Documents........................................... 46
         7.13  Properties............................................................................ 46
         7.14  Capitalization........................................................................ 46
         7.15  Subsidiaries.......................................................................... 47
         7.16  Compliance with Statutes, etc......................................................... 47
</TABLE>



                                      (ii)


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<TABLE>
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<S>      <C>   <C>                                                                                    <C>
         7.17  Investment Company Act................................................................ 47
         7.18  Public Utility Holding Company Act.................................................... 47
         7.19  Environmental Matters................................................................. 47
         7.20  Labor Relations....................................................................... 48
         7.21  Patents, Licenses, Franchises and Formulas............................................ 49
         7.22  Indebtedness.......................................................................... 49
         7.23  Restrictions on or Relating to Subsidiaries........................................... 49
         7.24  The Transaction....................................................................... 50
         7.25  Concentration Account................................................................. 50
         7.26  Material Contracts.................................................................... 50

Section 8.  Affirmative Covenants.................................................................... 50
         8.01  Information Covenants................................................................. 50
         8.02  Books, Records and Inspections........................................................ 54
         8.03  Maintenance of Property, Insurance.................................................... 54
         8.04  Corporate Franchises.................................................................. 55
         8.05  Compliance with Statutes, etc......................................................... 55
         8.06  Compliance with Environmental Laws.................................................... 56
         8.07  ERISA  ............................................................................... 56
         8.08  End of Fiscal Years; Fiscal Quarters.................................................. 58
         8.09  Performance of Obligations............................................................ 58
         8.10  Payment of Taxes...................................................................... 58
         8.11  Interest Rate Protection.............................................................. 58
         8.12  Use of Proceeds....................................................................... 58
         8.13  UCC Searches.......................................................................... 58
         8.14  Intellectual Property Rights.......................................................... 58
         8.15  Permitted Acquisitions................................................................ 59
         8.16  Registry.............................................................................. 63
         8.17  Further Actions....................................................................... 64
         8.18  Concentration Account................................................................. 65
         8.19  Ownership of Subsidiaries............................................................. 65

Section 9.  Negative Covenants....................................................................... 65
         9.01  Liens  ............................................................................... 66
         9.03  Dividends............................................................................. 69
         9.04  Concentration Account................................................................. 69
         9.05  Indebtedness.......................................................................... 70
         9.06  Advances, Investments and Loans....................................................... 70
         9.07  Transactions with Affiliates.......................................................... 72
         9.08  Capital Expenditures.................................................................. 73
         9.09  Fixed Charge Coverage Ratio........................................................... 74
         9.10  Free Cash Flow Coverage Ratio......................................................... 74
         9.11  Consolidated Indebtedness to Consolidated Free Cash Flow.............................. 75
</TABLE>



                                      (iii)


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<TABLE>
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<S>      <C>   <C>                                                                                   <C>
         9.12  Minimum Consolidated Net Worth........................................................ 76
         9.13  Minimum Consolidated EBITDA........................................................... 76
         9.14  Minimum Consolidated Free Cash Flow................................................... 77
         9.15  Limitation on Voluntary Payments and Modification of Existing
                      Indebtedness; Limitation on Modifications of Certificate of
                      Incorporation, By-Laws and Certain Other Agreements; etc....................... 78
         9.16  Limitation on Certain Restrictions on Subsidiaries.................................... 79
         9.17  Limitation on Issuance of Capital Stock............................................... 79
         9.18  Business.............................................................................. 80
         9.19  Limitation on Creation of Subsidiaries................................................ 80

Section 10.  Events of Default....................................................................... 80
         10.01  Payments............................................................................. 80
         10.02  Representations, etc................................................................. 80
         10.03  Covenants............................................................................ 81
         10.04  Default Under Other Agreements....................................................... 81
         10.05  Bankruptcy, etc...................................................................... 81
         10.06  ERISA ............................................................................... 82
         10.07  Security Documents................................................................... 82
         10.08  Guaranties........................................................................... 83
         10.09  Judgments............................................................................ 83
         10.10  Change in Control.................................................................... 83

Section 11.  Definitions and Accounting Terms........................................................ 84
         11.01  Defined Terms........................................................................ 84

Section 12.  The Agent...............................................................................111
         12.01  Appointment..........................................................................111
         12.02  Nature of Duties.....................................................................111
         12.03  Lack of Reliance on the Agent........................................................112
         12.04  Certain Rights of the Agent..........................................................112
         12.05  Reliance.............................................................................112
         12.06  Indemnification......................................................................113
         12.07  The Agent in Its Individual Capacity.................................................113
         12.08  Holders..............................................................................113
         12.09  Resignation by the Agent.............................................................114

Section 13.  Miscellaneous...........................................................................114
         13.01  Payment of Expenses, etc.............................................................114
         13.02  Right of Setoff......................................................................115
         13.03  Notices..............................................................................116
         13.04  Benefit of Agreement.................................................................116
         13.05  No Waiver; Remedies Cumulative.......................................................117
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                                      (iv)


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<TABLE>
<CAPTION>
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         <S>    <C>                                                                                  <C> 
         13.06  Payments Pro Rata....................................................................118
         13.07  Calculations; Computations...........................................................118
         13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION;
                      VENUE; WAIVER OF JURY TRIAL....................................................119
         13.09  Counterparts.........................................................................120
         13.10  Effectiveness........................................................................120
         13.11  Headings Descriptive.................................................................120
         13.12  Amendment or Waiver..................................................................120
         13.13  Survival.............................................................................122
         13.14  Domicile of Loans....................................................................122
         13.15  Confidentiality......................................................................122
         13.16  Post-Closing Obligations.............................................................123
</TABLE>

          SCHEDULE I          Commitments
          SCHEDULE II         Insurance
          SCHEDULE III        Real Property
          SCHEDULE IV         Bank Deposit Accounts/Concentration Account
          SCHEDULE V          Tax Matters
          SCHEDULE VI         ERISA
          SCHEDULE VII        Capitalization
          SCHEDULE VIII       Subsidiaries
          SCHEDULE IX         Existing Indebtedness
          SCHEDULE X          Material Contracts
          SCHEDULE XI         Existing Liens

          EXHIBIT A-1         Notice of Borrowing
          EXHIBIT A-2         Notice of Conversion
          EXHIBIT A-3         Letter of Credit Request
          EXHIBIT B-1         Term Note
          EXHIBIT B-2         Capital Expenditure Note
          EXHIBIT B-3         Revolving Note
          EXHIBIT C           Section 4.04(b)(ii) Certificate
          EXHIBIT D           Form of Opinion of Arnall, Golden & Gregory, LLP
          EXHIBIT E           Officers' Certificate of Credit Parties
          EXHIBIT F           Pledge Agreement
          EXHIBIT G           Security Agreement
          EXHIBIT H           Subsidiaries Guaranty
          EXHIBIT I           Solvency Certificate
          EXHIBIT J           Consent Letter
          EXHIBIT K           Assignment and Assumption Agreement
          EXHIBIT L           Seller Note
          EXHIBIT M           Intercompany Note



                                       (v)

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               CREDIT AGREEMENT, dated as of March 14, 1997, among MOOVIES,
INC., a corporation organized and existing under the laws of the State of
Delaware (the "Borrower"), the Banks party hereto from time to time and BANQUE
PARIBAS, as agent (the "Agent"). Unless otherwise defined herein, all
capitalized terms used herein and defined in Section 11 are used herein as
therein defined.


                             W I T N E S S E T H:


               WHEREAS, subject to and upon the terms and conditions herein set
forth, the Banks are willing to make available to the Borrower the respective
credit facilities provided for herein;


               NOW, THEREFORE, IT IS AGREED:


               Section 1. Amount and Terms of Credit.

               1.01 The Commitments. (a) Subject to and upon the terms and
conditions set forth herein, each Bank with a Term Loan Commitment severally
agrees to make, on the Initial Borrowing Date, a term loan (each, a "Term Loan"
and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall
be made and initially maintained as a single Borrowing of Base Rate Loans
(subject to the option to convert such Base Rate Loans pursuant to Section 1.06)
and (ii) shall not exceed for any Bank, in initial aggregate principal amount,
that amount which equals the Term Loan Commitment of such Bank on such date
(before giving effect to any reductions thereto on such date pursuant to Section
3.03(b)(i) but after giving effect to any reductions thereto on or prior to such
date pursuant to Section 3.03(b)(ii)). Once repaid, Term Loans incurred
hereunder may not be reborrowed.

               (b) Subject to and upon the terms and conditions set forth
herein, each Bank with Capital Expenditure Loan Commitment severally agrees to
make, at any time and from time to time on or after the Initial Borrowing Date
and prior to the Capital Expenditure Loan Conversion Date, a loan or loans
(each, a "Capital Expenditure Loan" and, collectively, the "Capital Expenditure
Loans") to the Borrower, which Capital Expenditure Loans (i) shall, at the
option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that
(x) except as otherwise specifically provided in Section 1.10(b), all Capital
Expenditure Loans comprising the same Borrowing shall at all times be of the
same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication
Termination Date and (ii) shall





<PAGE>   8

not exceed for any Bank at any time outstanding that aggregate principal amount
which equals the Capital Expenditure Loan Commitment of such Bank at such time
(before giving effect to any reductions thereto on such date pursuant to Section
3.03(c)(i) but after giving effect to any reductions thereto on or prior to such
date pursuant to Section 3.03(c)(ii)). Once repaid, Capital Expenditure Loans
incurred may be reborrowed prior to the Capital Expenditure Loan Conversion Date
in accordance with the provisions hereof.

               (c) Subject to and upon the terms and conditions set forth
herein, each Bank with a Revolving Loan Commitment severally agrees at any time
and from time to time after the Initial Borrowing Date and prior to the Final
Maturity Date, to make a loan or loans (each, a "Revolving Loan" and,
collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i)
shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans;
provided that (x) except as otherwise specifically provided in Section 1.10(b),
all Revolving Loans comprising the same Borrowing shall at all times be of the
same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication
Termination Date, (ii) may be repaid and reborrowed in accordance with the
provisions hereof, and (iii) shall not exceed for any Bank at any time
outstanding that aggregate principal amount which, when added to the product of
(x) such Bank's Percentage and (y) the sum of the aggregate amount of all Letter
of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the
proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans), equals the Revolving Loan Commitment of such
Bank at such time.

               1.02 Minimum Amount of Each Borrowing. The aggregate principal
amount of each Borrowing hereunder shall not be less than the Minimum Borrowing
Amount and, if greater, shall be in integral multiples of $500,000, except in
the case of Borrowings of Revolving Loans which shall be in integral multiples
of $100,000. More than one Borrowing may occur on the same date, but at no time
shall there be outstanding more than five Borrowings of Eurodollar Loans.

               1.03 Notice of Borrowing. (a) Whenever the Borrower desires to
make a Borrowing hereunder, it shall give the Agent at its Notice Office, prior
to 10:00 A.M. (New York time) at least one Business Day's prior written notice
(or telephonic notice promptly confirmed in writing) of each Borrowing of Base
Rate Loans and at least three Business Days' prior written notice (or telephonic
notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans.
Each such notice (each, a "Notice of Borrowing"), except as otherwise expressly
provided in Section 1.10, shall be irrevocable and shall be given by the
Borrower in the form of Exhibit A-1, appropriately completed to specify (i) the
aggregate principal amount of the Loans to be made pursuant to such Borrowing,
(ii) the date of such Borrowing (which shall be a Business Day), (iii) whether
the Loans being made pursuant to such Borrowing shall constitute Term Loans,
Revolving Loans or Capital Expenditure Loans and (iv) whether the Loans being
made pursuant to




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<PAGE>   9

such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar
Loans and, if Eurodollar Loans, the initial Interest Period to be applicable
thereto. Any notice received after 10:00 A.M. (New York time) shall be deemed to
be received on the next succeeding Business Day. The Agent shall promptly give
each Bank which is required to make Loans of the Tranche specified in the
respective Notice of Borrowing notice of such proposed Borrowing, of such Bank's
proportionate share thereof and of the other matters specified in the Notice of
Borrowing.

               (b)  Without in any way limiting the obligation of a Borrower to
confirm in writing any telephonic notice permitted to be given hereunder, the
Agent or the respective Issuing Bank (in the case of Letters of Credit) may,
prior to receipt of written confirmation, act without liability upon the basis
of telephonic notice believed by the Agent or the respective Issuing Bank (in
the case of Letters of Credit) in good faith to be from the president, the chief
executive officer, chief financial officer or controller of the Borrower. In
each such case, the Agent's or such Issuing Bank's record of the terms of such
telephonic notice shall be conclusive absent manifest error.

               1.04 Disbursement of Funds. No later than 12:00 Noon (New York
time) on the date specified in each Notice of Borrowing, each Bank with a
Commitment of the respective Tranche will make available its pro rata portion
(determined in accordance with Section 1.07) of each such Borrowing requested to
be made on such date. All such amounts shall be made available in Dollars and in
immediately available funds at the Payment Office, and the Agent will make
available to the Borrower at the Payment Office the aggregate of the amounts so
made available by the Banks. Unless the Agent shall have been notified in
writing by any Bank prior to the date of Borrowing that such Bank does not
intend to make available to the Agent such Bank's portion of any Borrowing to be
made on such date, the Agent may assume that such Bank has made such amount
available to the Agent on such date of Borrowing and the Agent may, in reliance
upon such assumption, make available to the Borrower a corresponding amount. If
such corresponding amount is not in fact made available to the Agent by such
Bank, the Agent shall be entitled to recover such corresponding amount on demand
from such Bank. If such Bank does not pay such corresponding amount forthwith
upon the Agent's demand therefor, the Agent shall promptly notify the Borrower,
and the Borrower shall immediately pay such corresponding amount to the Agent.
The Agent shall also be entitled to recover on demand from such Bank or the
Borrower, as the case may be, interest on such corresponding amount in respect
of each day from the date such corresponding amount was made available by the
Agent to the Borrower, until the date such corresponding amount is recovered by
the Agent, at a rate per annum equal to (i) if recovered from such Bank, the
cost to the Agent of acquiring overnight federal funds and (ii) if recovered
from the Borrower, the rate of interest applicable to the respective Borrowing,
as determined pursuant to Section 1.08. Nothing in this Section 1.04 shall be
deemed to relieve any Bank from its obligation to make Loans here-




                                      -3-
<PAGE>   10

under or to prejudice any rights which the Borrower may have against any Bank as
a result of any failure by such Bank to make Loans hereunder.

               1.05 Notes. (a) The Borrower's obligation to pay the principal
of, and interest on, the Loans made by each Bank shall be evidenced (i) if Term
Loans, by a promissory note duly executed and delivered by the Borrower
substantially in the form of Exhibit B-1 with blanks appropriately completed in
conformity herewith (each, a "Term Note" and, collectively, the "Term Notes"),
(ii) if Capital Expenditure Loans, by a promissory note duly executed and
delivered by the Borrower substantially in the form of Exhibit B-2, with blanks
appropriately completed in conformity herewith (each, a "Capital Expenditure
Note" and, collectively, the "Capital Expenditure Notes") and (iii) if Revolving
Loans, by a promissory note duly executed and delivered by the Borrower
substantially in the form of Exhibit B-3, with blanks appropriately completed in
conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving
Notes").

               (b) The Term Note issued to each Bank with a Term Loan Commitment
shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank
and be dated the Initial Borrowing Date, (iii) be in a stated principal amount
equal to the Term Loan made by such Bank on the Initial Borrowing Date and be
payable in the principal amount of the Term Loan evidenced thereby, (iv) mature
on the Final Maturity Date, (v) bear interest as provided in the appropriate
clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans,
as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as
provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and
(vii) be entitled to the benefits of this Agreement and the Guaranties and be
secured by the Security Documents.

               (c) The Capital Expenditure Note issued to each Bank with a
Capital Expenditure Loan Commitment shall (i) be executed by the Borrower, (ii)
be payable to the order of such Bank and be dated the Initial Borrowing Date,
(iii) be in a stated principal amount equal to the Capital Expenditure Loan
Commitment of such Bank and be payable in the principal amount of the Capital
Expenditure Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v)
bear interest as provided in the appropriate clause of Section 1.08 in respect
of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced
thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and
mandatory repayment as provided in Section 4.02 and (vii) be entitled to the
benefits of this Agreement and the Guaranties and be secured by the Security
Documents.

               (d) The Revolving Note issued to each Bank with a Revolving Loan
Commitment shall (i) be executed by the Borrower, (ii) be payable to the order
of such Bank and be dated the Initial Borrowing Date, (iii) be in a stated
principal amount equal to the Revolving Loan Commitment of such Bank and be
payable in the principal amount of the Revolving Loans evidenced thereby, (iv)
mature on the Final Maturity Date, (v) bear





                                      -4-
<PAGE>   11

interest as provided in the appropriate clause of Section 1.08 in respect of the
Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby,
(vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory
repayment as provided in Section 4.02 and (vii) be entitled to the benefits of
this Agreement and the Guaranties and be secured by the Security Documents.

              (e) Each Bank will note on its internal records the amount of
each Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
or the making of an incorrect notation shall not affect the Borrower's
obligations in respect of such Loans.

              1.06 Conversions. The Borrower shall have the option to convert,
on any Business Day, all or a portion at least equal to the Minimum Borrowing
Amount of the outstanding principal amount of the Loans made pursuant to one or
more Borrowings (so long as of the same Tranche) of one Type of Loan into a
Borrowing or Borrowings (of the same Tranche) of the other Type of Loan;
provided that:

              (i)   except as otherwise provided in Section 1.10(b), Eurodollar
       Loans may be converted into Base Rate Loans only on the last day of an
       Interest Period applicable to the Loans being converted and no such
       partial conversion of Eurodollar Loans shall reduce the outstanding
       principal amount of such Eurodollar Loans made pursuant to a single
       Borrowing to less than the Minimum Borrowing Amount applicable thereto;

              (ii)  Base Rate Loans may only be converted into Eurodollar Loans
       if no Default or Event of Default is in existence on the date of the
       conversion;

              (iii) no conversion pursuant to this Section 1.06 shall result in
       a greater number of Borrowings than is permitted under Section 1.02; and

              (iv)  prior to the Syndication Termination Date, no Loan may be
       converted into Eurodollar Loans.

Each such conversion shall be effected by the Borrower by giving the Agent at
its Notice Office prior to 12:00 Noon (New York time) at least three Business
Days' prior written notice (or telephonic notice promptly confirmed in writing)
(each, a "Notice of Conversion"), which notice shall be in the form of Exhibit
A-2, appropriately completed to specify the Loans to be so converted, the
Borrowing(s) pursuant to which such Loans were made and, if to be converted into
Eurodollar Loans, the Interest Period to be initially applicable thereto. The
Agent shall give each Bank prompt notice of any such proposed conversion
affecting any of its Loans.



                                      -5-
<PAGE>   12

               1.07 Pro Rata Borrowings. All Borrowings of Loans under this
Agreement shall be incurred from the Banks pro rata on the basis of their
respective Term Loan Commitments, Capital Expenditure Loan Commitments or
Revolving Loan Commitments, as the case may be. It is understood that no Bank
shall be responsible for any default by any other Bank of its obligation to make
Loans hereunder and that each Bank shall be obligated to make the Loans provided
to be made by it hereunder regardless of the failure of any other Bank to make
its Loans hereunder.

               1.08 Interest. (a) The Borrower agrees to pay interest in respect
of the unpaid principal amount of each Base Rate Loan made to it from the date
of the Borrowing thereof until the earlier of (i) the maturity thereof (whether
by acceleration or otherwise) of such Base Rate Loan and (ii) the conversion of
such Base Rate Loan to a Eurodollar Loan pursuant to Section 1.06, at a rate per
annum which shall at all times be equal to the sum of the Applicable Margin plus
the Base Rate in effect from time to time.

               (b) The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan made to it from the date of the
Borrowing thereof until the earlier of (i) the maturity thereof (whether by
acceleration or otherwise) of such Eurodollar Loan and (ii) the conversion of
such Eurodollar Loan to a Base Rate Loan pursuant to Section 1.06, 1.09 or
1.10(b), as applicable, at a rate per annum which shall, during each Interest
Period applicable thereto, be equal to the sum of the Applicable Margin plus the
Quoted Rate for such Interest Period.

               (c) Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan and any other overdue amount payable
hereunder shall, in each case, bear interest at a rate per annum equal to the
greater of (x) 2% per annum in excess of the rate otherwise applicable to Base
Rate Loans of the respective Tranche of Loans from time to time and (y) the rate
which is 2% in excess of the rate borne by such Loans. Interest which accrues
under this Section 1.08(c) shall be payable on demand.

               (d) Accrued (and theretofore unpaid) interest shall be payable
(i) in respect of each Base Rate Loan, quarterly in arrears on each Quarterly
Payment Date, (ii) in respect of each Eurodollar Loan on (x) the date of any
prepayment or repayment thereof (on the amount prepaid or repaid), (y) the date
of any conversion into a Base Rate Loan pursuant to Section 1.06, 1.09 or
1.10(b), as applicable (on the amount converted) and (z) on the last day of each
Interest Period applicable thereto and, in the case of an Interest Period in
excess of three months, on each date occurring at three month intervals after
the first day of such Interest Period and (iii) in respect of each Loan, at
maturity (whether by acceleration or otherwise) and, after such maturity, on
demand.

               (e) Upon each Interest Determination Date, the Agent shall
determine the Quoted Rate for the Interest Period applicable to Eurodollar Loans
and shall promptly




                                      -6-
<PAGE>   13

notify the Borrower and the Banks thereof. Each such determination shall, absent
manifest error, be final and conclusive and binding on all parties hereto.

              (f)   All computations of interest hereunder shall be made in
accordance with Section 13.07(b).

              1.09  Interest Periods. At the time it gives any Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, a Eurodollar Loan (in the case of the initial Interest Period applicable
thereto) or prior to 10:00 A.M. (New York time) on the third Business Day prior
to the expiration of an Interest Period applicable to such Eurodollar Loan (in
the case of any subsequent Interest Period), the Borrower shall have the right
to elect, by giving the Agent notice thereof, the interest period (each, an
"Interest Period") applicable to such Eurodollar Loan, which Interest Period
shall, at the option of the Borrower, be a one, three or six-month period;
provided that:

              (i)   all Eurodollar Loans comprising a single Borrowing shall at
       all times have the same Interest Period;

              (ii)  the initial Interest Period for any Eurodollar Loan shall
       commence on the date of Borrowing of such Eurodollar Loan (including the
       date of any conversion thereto from a Borrowing of Base Rate Loans) and
       each Interest Period occurring thereafter in respect of such Eurodollar
       Loan shall commence on the day on which the next preceding Interest
       Period applicable thereto expires;

              (iii) if any Interest Period relating to a Euro- dollar Loan
       begins on a day for which there is no numerically corresponding day in
       the calendar month at the end of such Interest Period, such Interest
       Period shall end on the last Business Day of such calendar month;

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

              (v)   no Interest Period for a Borrowing under any Tranche shall 
       be selected which extends beyond the Final Maturity Date;

              (vi)  no Interest Period may be selected at any time when any
       Default or Event of Default is then in existence;



                                      -7-
<PAGE>   14

              (vii)  no Interest Period in respect of any Borrowing of Term 
       Loans or Capital Expenditure Loans, as the case may be, shall be selected
       which extends beyond any date upon which a mandatory repayment of such
       Term Loans or Capital Expenditure Loans will be required to be made under
       Section 4.02(A)(b) or (c), as the case may be, if, after giving effect to
       the selection of such Interest Period, the aggregate principal amount of
       such Term Loans or Capital Expenditure Loans, as the case may be,
       maintained as Eurodollar Loans which have Interest Periods expiring after
       such date will be in excess of the aggregate principal amount of such
       Term Loans or Capital Expenditure Loans, as the case may be, then
       outstanding less the aggregate amount of such required prepayment; and

              (viii) no Interest Period may be selected prior to the Syndication
       Termination Date.

If upon the expiration of any Interest Period applicable to a Borrowing of
Eurodollar Loans the Borrower has failed to elect a new Interest Period to be
applicable to such Eurodollar Loans as provided above or a Default or Event of
Default then exists, the Borrower shall be deemed to have elected to convert
such Eurodollar Loans into Base Rate Loans effective as of the expiration date
of such current Interest Period.

               1.10  Increased Costs, Illegality, etc. (a) In the event that any
Bank shall have determined (which determination shall, absent manifest error, be
final and conclusive and binding upon all parties hereto but, with respect to
clause (i) below, may be made only by the Agent):

              (i)    on any Interest Determination Date that, by reason of any
       changes arising after the date of this Agreement affecting the interbank
       Eurodollar market, adequate and fair means do not exist for ascertaining
       the applicable interest rate on the basis provided for in the definition
       of Quoted Rate; or

              (ii)   at any time, that such Bank shall incur increased costs or
       reductions in the amounts received or receivable hereunder with respect
       to any Eurodollar Loan because of (x) any change since the date of this
       Agreement in any applicable law or governmental rule, regulation, order,
       guideline or request (whether or not having the force of law) or in the
       interpretation or administration thereof and including the introduction
       of any new law or governmental rule, regulation, order, guideline or
       request, such as, for example, but not limited to: (A) a change in the
       basis of taxation of payments to any Bank of the principal of or interest
       on the Notes or any other amounts payable hereunder (except for changes
       in the rate of tax on, or determined by reference to, the net income or
       profits of such Bank imposed by the jurisdiction in which its principal
       office or applicable lending office is located) or (B) a change in
       official reserve requirements (but, in all events, exclud-



                                      -8-
<PAGE>   15

       ing reserves required under Regulation D to the extent included in the
       computation of the Quoted Rate) and/or (y) other circumstances since the
       date of this Agreement affecting such Bank or the interbank Euro- dollar
       market or the position of such Bank in such market; or

              (iii) at any time, that the making or continuance of any
       Eurodollar Loan has been made (x) unlawful by any law or governmental
       rule, regulation or order, (y) impossible by compliance by any Bank in
       good faith with any governmental request (whether or not having the force
       of law) or (z) impracticable as a result of a contingency occurring after
       the date of this Agreement which materially and adversely affects the
       interbank Eurodollar market;

then, and in any such event, such Bank (or the Agent, in the case of clause (i)
above) shall promptly give notice (if by telephone, promptly confirmed in
writing) to the Borrower, and, except in the case of clause (i) above, to the
Agent of such determination (which notice the Agent shall promptly transmit to
each of the other Banks). Thereafter (x) in the case of clause (i) above,
Eurodollar Loans shall no longer be available until such time as the Agent
notifies the Borrower and the Banks that the circumstances giving rise to such
notice by the Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion given by the Borrower with respect to Eurodollar Loans which have not
yet been incurred (including by way of conversion) shall be deemed rescinded by
the Borrower, (y) in the case of clause (ii) above, the Borrower shall pay to
such Bank, upon written demand therefor, such additional amounts (in the form of
an increased rate of, or a different method of calculating, interest or
otherwise as such Bank in its sole discretion shall determine) as shall be
required to compensate such Bank for such increased costs or reductions in
amounts received or receivable hereunder (a written notice as to the additional
amounts owed to such Bank, showing in reasonable detail the basis for the
calculation thereof, submitted to the Borrower by such Bank shall, absent
manifest error, be final and conclusive and binding on all the parties hereto)
and (z) in the case of clause (iii) above, the Borrower shall take one of the
actions specified in Section 1.10(b) as promptly as possible and, in any event,
within the time period required by law.

               (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected by the circumstances described in
Section 1.10(a)(iii) shall) either (i) if the affected Eurodollar Loan is then
being made initially or pursuant to a conversion, by giving the Agent telephonic
notice (confirmed in writing) on the same date that the Borrower was notified by
the affected Bank or the Agent pursuant to Section 1.10(a)(ii) or (iii), cancel
the respective Borrowing or conversion, or (ii) if the affected Eurodollar Loan
is then outstanding, upon at least three Business Days' written notice to the
Agent, require the affected Bank to convert such Eurodollar Loan into a Base
Rate Loan; provided that if more than 




                                      -9-
<PAGE>   16

one Bank is affected at any time, then all affected Banks must be treated the
same pursuant to this Section 1.10(b).

               (c) If at any time after the date hereof, any Bank determines
that the introduction of or any change in applicable law or governmental rule,
regulation, order, guideline or request (whether or not having the force of law)
concerning capital adequacy, or any change in interpretation or administration
thereof by any governmental authority, central bank or comparable agency, will
have the effect of increasing the amount of capital required or expected to be
maintained by such Bank or any corporation controlling such Bank based on the
existence of such Bank's Commitments hereunder or its obligations hereunder,
then the Borrower shall pay to such Bank, upon its written demand therefor, such
additional amounts as shall be required to compensate such Bank for the
increased cost to such Bank or such other corporation or the reduction in the
rate of return to such Bank or such other corporation as a result of such
increase of capital. In determining such additional amounts, each Bank will act
reasonably and in good faith and will use averaging and attribution methods
which are reasonable; provided that such Bank's determination of compensation
owing under this Section 1.10(c) shall, absent manifest error, be final and
conclusive and binding on all the parties hereto. Each Bank, upon determining
that any additional amounts will be payable pursuant to this Section 1.10(c),
will give prompt written notice thereof to the Borrower, which notice shall show
in reasonable detail the basis for calculation of such additional amounts,
although the failure to give any such notice shall not release or diminish any
of the Borrower's obligations to pay additional amounts pursuant to this Section
1.10(c).

               1.11 Compensation. The Borrower shall compensate each Bank, upon
its written request (which request shall set forth in reasonable detail the
basis for requesting such compensation), for all losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Bank to fund its Eurodollar Loans) which such Bank may sustain:
(i) if for any reason (other than a default by such Bank or the Agent) a
Borrowing of, or conversion from or into, Eurodollar Loans does not occur on a
date specified therefor in a Notice of Borrowing or Notice of Conversion
(whether or not withdrawn by the Borrower or deemed withdrawn pursuant to
Section 1.10(a)); (ii) if any repayment (including any repayment made pursuant
to Section 4.02 or as a result of an acceleration of the Loans pursuant to
Section 10) or conversion of any of its Eurodollar Loans occurs on a date which
is not the last day of an Interest Period with respect thereto; (iii) if any
prepayment of any of its Eurodollar Loans is not made on any date specified in a
notice of prepayment given by the Borrower; or (iv) as a consequence of (x) any
other default by the Borrower to repay its Loans when required by the terms of
this Agreement or any Note held by such Bank or (y) any election made pursuant
to Section 1.10(b). A Bank's basis for requesting compensation pursuant to this
Section, and a Bank's calculations



                                      -10-
<PAGE>   17

of the amount thereof, shall, absent manifest error, be final and conclusive and
binding on all the parties hereto.

               1.12 Replacement of Banks. (x) If any Bank becomes a Defaulting
Bank or (y) if any Bank (other than the Agent) refuses to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Banks as provided in Section
13.12(b), then the Borrower shall have the right, if no Default or Event of
Default then exists, to replace such Bank (the "Replaced Bank") with any other
Bank or with one or more Eligible Transferee or Eligible Transferees, none of
whom shall constitute a Defaulting Bank at the time of such replacement
(collectively, the "Replacement Bank") reasonably acceptable to the Agent or, at
the option of the Borrower, to replace only (a) the Revolving Loan Commitment
(and Revolving Loans outstanding pursuant thereto) of the Replaced Bank with an
identical Revolving Loan Commitment (and Revolving Loans outstanding pursuant
thereto) provided by the Replacement Bank or (b) in the case of a replacement as
provided Section 13.12(b) when a consent of the respective Bank is required with
respect to less than all Tranches of its Loans or Commitments, the Commitments
and/or outstanding Loans of such Bank in respect of each Tranche when a consent
of such Bank would otherwise be individually required, with identical
Commitments and/or Loans of the respective Tranche provided by the Replacement
Bank; provided that:

              (i)   at the time of any replacement pursuant to this Section 
       1.12, the Replacement Bank shall enter into one or more assignment
       agreements pursuant to Section 13.04(b) (and with all fees payable
       pursuant to said Section 13.04(b) to be paid by the Replacement Bank)
       pursuant to which the Replacement Bank shall acquire all of the
       Commitments and outstanding Loans of (or, in the case of the replacement
       of only (a) the Revolving Loan Commitment, the Revolving Loan Commitment
       and outstanding Revolving Loans and participations in Letter of Credit
       Outstandings, (b) the Capital Expenditure Loan Commitment, prior to the
       Capital Expenditure Loan Conversion Date, the Capital Expenditure Loan
       Commitment and outstanding Capital Expenditure Loans and thereafter, the
       outstanding Capital Expenditure Loans and/or (c) outstanding Term Loans,
       the outstanding Term Loans) the Replaced Bank and in each case (except
       for replacement of only the outstanding Term Loans or Capital
       Expenditure Loans of the respective Bank) participations in Letters of
       Credit by the Replaced Bank and in connection therewith, shall pay to
       (x) the Replaced Bank in respect thereof an amount equal to the sum of
       (A) an amount equal to the principal of, and all accrued interest on,
       all outstanding Loans (or, in the case of the replacement of only (I)
       the Revolving Loan Commitment, the outstanding Revolving Loans of the
       Replaced Bank, (II) the Capital Expenditure Loan Commitment prior to the
       Capital Expenditure Loan Conversion Date, the




                                      -11-
<PAGE>   18

       outstanding Capital Expenditure Loans of the Replaced Bank, (III) Capital
       Expenditure Loans after the Capital Expenditure Loan Conversion Date, the
       outstanding Capital Expenditure Loans of the Replaced Banks or (IV) Term
       Loans, the outstanding Term Loans of the Replaced Bank), and (B) except
       in the case of the replacement of only the outstanding Term Loans, the
       Capital Expenditure Loan Commitment and/or the outstanding Capital
       Expenditure Loans of the Replaced Bank, an amount equal to such Replaced
       Bank's Percentage of all Unpaid Drawings that have been funded by (and
       not reimbursed to) such Replaced Bank, together with all then unpaid
       interest with respect thereto at such time and (C) an amount equal to all
       accrued, but theretofore unpaid, Fees owing to the Replaced Bank but only
       with respect to the relevant Tranche, in the case of the replacement of
       less than all the Tranches of Loans then held by the respective Replaced
       Bank) pursuant to Section 3.01 hereof and (y) except in the case of the
       replacement of only the outstanding Term Loans, the Capital Expenditure
       Loan Commitment and/or the outstanding Capital Expenditure Loans of the
       Replaced Bank, the Issuing Bank or Banks, an amount equal to such
       Replaced Bank's Percentage of any Unpaid Drawing (which at such time
       remains an Unpaid Drawing) with respect to a Letter of Credit issued by
       such Issuing Bank to the extent such amount was not theretofore funded by
       such Replaced Bank; and

              (ii) all obligations of the Borrower owing to the Replaced Bank
       (other than those (a) specifically described in clause (i) above in
       respect of which the assignment purchase price has been, or is
       concurrently being, paid or (b) relating to any Tranche of Loans and/or
       Commitments of the respective Replaced Bank which will remain outstanding
       after giving effect to the respective replacement) shall be paid in full
       by the Borrower to such Replaced Bank concurrently with such replacement.

Upon the execution of the respective assignment documentation, the payment of
amounts referred to in clauses (i) and (ii) above, recordation of the assignment
on the Register by the Agent pursuant to Section 8.16 and, if so requested by
the Replacement Bank, delivery to the Replacement Bank of the appropriate Note
or Notes, executed by the Borrower, (x) the Replacement Bank shall become a Bank
hereunder and (y) unless the respective Replaced Bank continues to have
outstanding Term Loans, a Capital Expenditure Loan Commitment, outstanding
Capital Expenditure Loans or a Revolving Loan Commitment hereunder, the Replaced
Bank shall cease to constitute a Bank hereunder with respect to the Loans and
Commitments so transferred, except with respect to indemnification provisions
under this Agreement, which shall survive as to such Replaced Bank, and the
Percentages and Capital Expenditure Commitment Percentages of the Banks shall be
automatically adjusted at such time to give effect to such replacement.



                                      -12-
<PAGE>   19

                                                                           
              Section 2. Letters of Credit.

              2.01 Letters of Credit. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower may request any Issuing Bank at any
time and from time to time on and after the Initial Borrowing Date and prior to
the third Business Day immediately preceding the Final Maturity Date to issue,
for the account of the Borrower and for the benefit of any holder (or any
trustee, agent or other similar representative for any such holders) of L/C
Supportable Indebtedness, an irrevocable standby letter of credit in a form
customarily used by such Issuing Bank or in such other form as has been approved
by such Issuing Bank in support of said L/C Supportable Indebtedness (each such
letter of credit, a "Letter of Credit" and, collectively, the "Letters of
Credit"). All Letters of Credit shall be denominated in Dollars.

              (b) Each Issuing Bank (other than Banque Paribas) may agree in its
sole discretion and Banque Paribas hereby agrees that it will (subject to the
terms and conditions contained herein), at any time and from time to time after
the Initial Borrowing Date and prior to the Final Maturity Date, following its
receipt of the respective Letter of Credit Request, issue for the account of the
Borrower one or more Letters of Credit in support of such L/C Supportable
Indebtedness as is permitted to remain outstanding without giving rise to a
Default or Event of Default hereunder; provided that the respective Issuing Bank
shall be under no obligation to issue any Letter of Credit if at the time of
such issuance:

              (i)    any order, judgment or decree of any governmental authority
       or arbitrator shall purport by its terms to enjoin or restrain such
       Issuing Bank from issuing such Letter of Credit or any requirement of law
       applicable to such Issuing Bank or any request or directive (whether or
       not having the force of law) from any governmental authority with
       jurisdiction over such Issuing Bank shall prohibit, or request that such
       Issuing Bank refrain from, the issuance of letters of credit generally or
       such Letter of Credit in particular or shall impose upon such Issuing
       Bank with respect to such Letter of Credit any restriction or reserve or
       capital requirement (for which such Issuing Bank is not otherwise
       compensated) not in effect on the date hereof, or any unreimbursed loss,
       cost or expense which was not applicable, in effect or known to such
       Issuing Bank as of the date hereof and which such Issuing Bank in good
       faith deems material to it;

              (ii)   such Issuing Bank shall have received a notice of the type
       described in the second sentence of Section 2.03(b) from any Bank prior
       to the issuance of such Letter of Credit; or

              (iii)  a Bank Default exists, unless such Issuing Bank has entered
       into arrangements satisfactory to it and the Borrower to eliminate such
       Issuing Bank's 



                                     -13-

<PAGE>   20
       risk with respect to the Bank which is the subject of the
       Bank Default, including by cash collateralizing such Bank's Percentage of
       the Letter of Credit Outstandings.

              (c) Notwithstanding the foregoing, (i) no Letter of Credit shall
be issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of,
prior to the issuance of, the respective Letter of Credit) at such time, would
exceed (x) $1,500,000 or (y) when added to the aggregate principal amount of all
Revolving Loans then outstanding, an amount equal to the Total Revolving Loan
Commitment then in effect (after giving effect to any reductions to the Total
Revolving Loan Commitment on such date) and (ii) each Letter of Credit shall by
its terms terminate on or before the earlier of (x) the date which occurs 12
months after the date of the issuance thereof (although any such Letter of
Credit may be renewable for successive periods of up to 12 months, but not
beyond the Final Maturity Date, on terms acceptable to the Issuing Bank) and (y)
the third Business Day immediately preceding the Final Maturity Date.

              2.02 Minimum Stated Amount. The Stated Amount of each Letter of
Credit shall be not less than $250,000 or such lesser amount as is acceptable to
the Issuing Bank but in no event shall there be more than four Letters of Credit
outstanding at any one time.

              2.03 Letter of Credit Requests. (a) Whenever the Borrower desires
that a Letter of Credit be issued for its account, the Borrower shall give the
Agent and the respective Issuing Bank at least 7 Business Days' (or such shorter
period as is acceptable to the respective Issuing Bank in any given case)
written notice prior to the proposed date of issuance (which shall be a Business
Day). Each notice shall be in the form of Exhibit A-3 (each, a "Letter of Credit
Request").

              (b) The making of each Letter of Credit Request shall be deemed to
be a representation and warranty by the Borrower that such Letter of Credit may
be issued in accordance with, and will not violate the requirements of, Section
2.01(c). Unless the Issuing Bank has received notice from any Bank before it
issues a Letter of Credit that one or more of the conditions specified in
Section 5 or 6, as the case may be, are not then satisfied, or that the issuance
of such Letter of Credit would violate Section 2.01(c), then such Issuing Bank
may issue the requested Letter of Credit for the account of the Borrower in
accordance with the Issuing Bank's usual and customary practices.

              2.04 Letter of Credit Participations. (a) Immediately upon the
issuance by the respective Issuing Bank of any Letter of Credit, such Issuing
Bank shall be deemed to have sold and transferred to each Bank with a Revolving
Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity
under this Section 2.04, a "Participant"), and each such Participant shall be
deemed irrevocably and unconditionally to have purchased and received from such
Issuing Bank, without recourse or warranty, an undivided





                                     -14-


<PAGE>   21

interest and participation, to the extent of such Participant's Percentage in
such Letter of Credit, each substitute letter of credit, each drawing made
thereunder and the obligations of the Borrower under this Agreement with respect
thereto, and any security therefor or guaranty pertaining thereto. Upon any
change in the Revolving Loan Commitments of the Banks pursuant to Section 13.04,
it is hereby agreed that, with respect to all outstanding Letters of Credit and
Unpaid Drawings, there shall be an automatic adjustment to the participations
pursuant to this Section 2.04 to reflect the new Percentages of the assignor and
assignee Bank or of all Banks with Revolving Loan Commitments, as the case may
be.

              (b) In determining whether to pay under any Letter of Credit, the
Issuing Bank shall not have any obligation relative to the other Banks other
than to confirm that any documents required to be delivered under such Letter of
Credit appear to have been delivered and that they appear to comply on their
face with the requirements of such Letter of Credit. Any action taken or omitted
to be taken by any Issuing Bank under or in connection with any Letter of Credit
if taken or omitted in the absence of gross negligence or willful misconduct,
shall not create for such Issuing Bank any resulting liability to the Borrower
or any Bank.

              (c) In the event that any Issuing Bank makes any payment under any
Letter of Credit and the Borrower shall not have reimbursed such amount in full
to the Issuing Bank pursuant to Section 2.05(a), such Issuing Bank shall
promptly notify the Agent, which shall promptly notify each Participant of such
failure, and each Participant shall promptly and unconditionally pay to the
Agent for the account of such Issuing Bank the amount of such Participant's
Percentage of such unreimbursed payment in Dollars and in same day funds. If the
Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any
Participant required to fund a payment under a Letter of Credit, such
Participant shall make available to the Agent at the Payment Office for the
account of such Issuing Bank in Dollars such Participant's Percentage of the
amount of such payment on such Business Day in same day funds. If and to the
extent such Participant shall not have so made its Percentage of the amount of
such payment available to the Agent for the account of such Issuing Bank, such
Participant agrees to pay to the Agent for the account of such Issuing Bank,
forthwith on demand such amount, together with interest thereon, for each day
from such date until the date such amount is paid to the Agent for the account
of such Issuing Bank at the overnight Federal Funds Rate. The failure of any
Participant to make available to the Agent for the account of such Issuing Bank
its Percentage of any payment under any Letter of Credit shall not relieve any
other Participant of its obligation hereunder to make available to the Agent for
the account of such Issuing Bank its Percentage of any Letter of Credit on the
date required, as specified above, but no Participant shall be responsible for
the failure of any other Participant to make available to the Agent for the
account of such Issuing Bank such other Participant's Percentage of any such
payment.




                                      -15-
<PAGE>   22

              (d) Whenever any Issuing Bank receives a payment of a
reimbursement obligation as to which the Agent has received for the account of
such Issuing Bank any payments from the Participants pursuant to clause (c)
above, such Issuing Bank shall pay to the Agent and the Agent shall promptly pay
each Participant which has paid its Percentage thereof, in Dollars and in same
day funds, an amount equal to such Participant's share (based on the
proportionate aggregate amount funded by such Participant to the aggregate
amount funded by all Participants) of the principal amount of such reimbursement
obligation and interest thereon accruing after the purchase of the respective
participations.

              (e) The obligations of the Participants to make payments to the
Agent for the account of each Issuing Bank with respect to Letters of Credit
issued shall be irrevocable and not subject to any qualification or exception
whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation, any of the
following circumstances:

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

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

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

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

              (v)    the occurrence of any Default or Event of Default.

              2.05 Agreement to Repay Letter of Credit Drawings. (a) The
Borrower hereby agrees to reimburse the respective Issuing Bank, by making
payment to the Agent in immediately available funds at the Payment Office (or by
making the payment directly to such Issuing Bank at such location as may
otherwise have been agreed upon by the Borrower and such Issuing Bank), for any
payment or disbursement made by such Issuing Bank under any Letter of Credit
(each such amount so paid until reimbursed, an "Unpaid Drawing"), immediately
after, and in any event on the date of, such payment or disbursement, with
interest on the amount so paid or disbursed by such Issuing Bank, to the extent
not reimbursed prior to 12:00 Noon (New York time) on the date of such payment
or disburse-



                                      -16-
<PAGE>   23

ment, from and including the date paid or disbursed to but excluding the date
such Issuing Bank is reimbursed by the Borrower therefor at a rate per annum
which shall be the Base Rate in effect from time to time plus 3.75%, in each
case with such interest to be payable on demand.

              (b) The obligations of the Borrower under this Section 2.05 to
reimburse the respective Issuing Bank with respect to Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the Borrower may have or have had against any Bank
(including in its capacity as Issuing Bank or as Participant), including,
without limitation, any defense based upon the failure of any drawing under a
Letter of Credit (each, a "Drawing") to conform to the terms of the Letter of
Credit or any non- application or misapplication by the beneficiary of the
proceeds of such Drawing; provided, however, that the Borrower shall not be
obligated to reimburse any Issuing Bank for any wrongful payment made by such
Issuing Bank under a Letter of Credit as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of such Issuing
Bank.

              2.06 Increased Costs. If at any time after the date hereof any
Issuing Bank or any Participant determines that the introduction of or any
change in any applicable law, rule, regulation, order, guideline or request or
in the interpretation or administration thereof by any governmental authority
charged with the interpretation or administration thereof, or compliance by such
Issuing Bank or any Participant, or any corporation controlling such Person,
with any request or directive by any such authority (whether or not having the
force of law), shall either (i) impose, modify or make applicable any reserve,
deposit, capital adequacy or similar requirement against letters of credit
issued by such Issuing Bank or participated in by any Participant, or (ii)
impose on such Issuing Bank or any Participant, or any corporation controlling
such Person, any other conditions relating, directly or indirectly, to this
Agreement or any Letter of Credit; and the result of any of the foregoing is to
increase the cost to such Issuing Bank or any Participant of issuing,
maintaining or participating in any Letter of Credit, or reduce the amount of
any sum received or receivable by such Issuing Bank or any Participant hereunder
or reduce the rate of return on its capital with respect to Letters of Credit,
then, upon demand to the Borrower by such Issuing Bank or any Participant (a
copy of which demand shall be sent by such Issuing Bank or such Participant to
the Agent), the Borrower shall pay to such Issuing Bank or such Participant such
additional amount or amounts as will compensate such Bank for such increased
cost or reduction in the amount receivable or reduction on the rate of return on
its capital. Such Issuing Bank or any Participant, upon determining that any
additional amounts will be payable pursuant to this Section 2.06, will give
prompt written notice thereof to the Borrower, which notice shall include a
certificate submitted to the Borrower by such Issuing Bank or 




                                      -17-
<PAGE>   24

such Participant (a copy of which certificate shall be sent by such Issuing Bank
or such Participant to the Agent), setting forth in reasonable detail the basis
for the calculation of such additional amount or amounts necessary to compensate
such Issuing Bank or such Participant, although failure to give any such notice
shall not release or diminish the Borrower's obligations to pay additional
amounts pursuant to this Section 2.06. The certificate required to be delivered
pursuant to this Section 2.06 shall, absent manifest error, be final, conclusive
and binding on the Borrower.


              Section 3. Commitment Commission; Fees; Reductions of Commitments.

              3.01 Fees. (a) The Borrower agrees to pay to the Agent for
distribution to each Bank with a Revolving Loan Commitment or a Capital
Expenditure Loan Commitment a commitment commission (the "Commitment
Commission") for the period from and including the Initial Borrowing Date to and
excluding the Final Maturity Date (or such earlier date as the Total Commitment
shall have been terminated) computed at a rate for each day equal to 1/2 of 1%
per annum on the daily Aggregate Unutilized Commitment of such Bank. Accrued
Commitment Commission shall be due and payable quarterly in arrears on each
Quarterly Payment Date and on the later of the Capital Expenditure Loan
Conversion Date and the Final Maturity Date or such earlier date upon which the
Total Commitment is terminated.

              (b) The Borrower agrees to pay to each Issuing Bank, for its own
account, a facing fee in respect of each Letter of Credit issued by such Issuing
Bank hereunder (the "Facing Fee"), for the period from and including the date of
issuance of such Letter of Credit to and including the date of termination of
such Letter of Credit, equal to 1/4 of 1% per annum of the daily Stated Amount
of such Letter of Credit; provided that in no event shall the annual Facing Fee
with respect to each Letter of Credit be less than $500. Accrued Facing Fees
shall be due and payable in arrears to the Issuing Bank in respect of each
Letter of Credit issued by it on each Quarterly Payment Date and on the date of
the termination of the Total Revolving Loan Commitment on which no Letters of
Credit remain outstanding.

              (c) The Borrower agrees to pay to the Agent for distribution to
each Bank with a Revolving Loan Commitment a fee in respect of each Letter of
Credit issued hereunder (the "Letter of Credit Fee"), for the period from and
including the date of issuance of such Letter of Credit to and including the
date of termination of such Letter of Credit, computed at a rate per annum equal
to the product of (x) 2.75% and (y) the daily Stated Amount of such Letter of
Credit. Letter of Credit Fees shall be distributed by the Agent to the Banks on
the basis of the respective Percentages as in effect from time to time. Accrued
Letter of Credit Fees shall be due and payable quarterly in arrears on each



                                      -18-
<PAGE>   25

Quarterly Payment Date and on the date of the termination of the Total Revolving
Loan Commitment on which no Letters of Credit remain outstanding.

              (d) The Borrower hereby agrees to pay in immediately available
funds directly to the Issuing Bank upon each issuance of, drawing under, and/or
amendment of, a Letter of Credit issued by the Issuing Bank such amount as shall
at the time of such issuance, drawing or amendment be the administrative charge
which the Issuing Bank is customarily charging for issuances of, drawings under
(including wire charges) or amendments of, letters of credit issued by it or
such alternative amounts as may have been agreed upon in writing by the Borrower
and the Issuing Bank.

              (e) The Borrower shall pay to the Agent, for its account, such
other fees and other consideration as have been agreed to in writing by the
Borrower or any of its Subsidiaries and the Agent.

              3.02 Voluntary Termination of Unutilized Commitments. (a) Upon at
least three Business Days' prior written notice (or telephonic notice promptly
confirmed in writing) to the Agent at its Notice Office (which notice the Agent
shall promptly transmit to each of the Banks), the Borrower shall have the
right, without premium or penalty, to terminate the Total Unutilized Revolving
Loan Commitment and/or the Total Unutilized Capital Expenditure Loan Commitment,
in whole or in part; provided that (i) each such reduction shall apply
proportionately to reduce the Revolving Loan Commitment or the Capital
Expenditure Loan Commitment, as the case may be, of each Bank with such a
Commitment and (ii) any partial reduction pursuant to this Section 3.02 shall be
in integral multiples of at least $100,000.

              (b) In the event of certain refusals by a Bank to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Banks as provided in
Section 13.12(b), the Borrower shall have the right, upon five Business Days'
prior written notice to the Agent at its Notice Office (which notice the Agent
shall promptly transmit to each of the Banks), to terminate all of the Capital
Expenditure Loan Commitment and/or the Revolving Loan Commitment of such Bank,
so long as all Loans, together with accrued and unpaid interest, Fees and all
other amounts, owing to such Bank (other than amounts owing in respect of Term
Loans or Capital Expenditure Loans maintained by such Bank, if such Term Loans
or Capital Expenditure Loans are not being repaid pursuant to Section 13.12(b))
are repaid concurrently with the effectiveness of such termination pursuant to
Section 4.01(b) and the Borrower shall pay to the Agent at such time an amount
in cash and/or Cash Equivalents equal to such Bank's Percentage of the
outstanding Letters of Credit, if any (which cash and/or Cash Equivalents shall
be held by the Agent as security for the obligations of the Borrower hereunder
in respect of the outstanding Letters of Credit pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to
the




                                      -19-
<PAGE>   26

Agent (at which time Schedule I shall be deemed modified to reflect such changed
amounts)), and at such time, unless the respective Bank continues to act as a
Bank with respect to Term Loans or Capital Expenditure Loans or has a Revolving
Loan Commitment or Capital Expenditure Loan Commitment hereunder, such Bank
shall no longer constitute a "Bank" for purposes of this Agreement, except with
respect to indemnifications and similar provisions under this Agreement, which
shall survive as to such repaid Bank.

              3.03 Mandatory Reduction of Commitments. (a) The Total Commitment
(and the Term Loan Commitment, the Revolving Loan Commitment and the Capital
Expenditure Loan Commitment of each Bank with such a Commitment) shall terminate
on March 28, 1997 unless the Initial Borrowing Date has occurred on or before
such date.

              (b) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Term Loan Commitment (and the Term Loan
Commitment of each Bank with such a Commitment) shall (i) terminate in its
entirety on the Initial Borrowing Date (after giving effect to the making of the
Term Loans on such date) and (ii) prior to the termination of the Total Term
Loan Commitment as provided in clause (i) above, be reduced from time to time to
the extent required by Section 4.02.

              (c) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Capital Expenditure Loan Commitment
(and the Capital Expenditure Loan Commitment of each Bank with such a
Commitment) shall (i) terminate in its entirety on the Capital Expenditure Loan
Conversion Date (after giving effect to the making of Capital Expenditure Loans
on such date) and (ii) prior to the termination of the Total Capital Expenditure
Loan Commitment as provided in clause (i) above, be reduced from time to time to
the extent required by Section 4.02.

              (d) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each Bank with such a Commitment) shall terminate
on the Final Maturity Date.

              (e) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each Bank with such a Commitment) shall be reduced
at the time any payment is required to be made on the principal amount of
Revolving Loans (or would be required to be made if Revolving Loans were then
outstanding) pursuant to Section 4.02(B)(a), by an amount equal to the maximum
amount of Revolving Loans that would be required to be repaid pursuant to
Section 4.02(B)(a) assuming that Revolving Loans were outstanding in an
aggregate principal amount equal to the Total Revolving Loan Commitment.

              (f) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Capital Expenditure Loan Commitment
(and the Capital 




                                      -20-
<PAGE>   27

Expenditure Loan Commitment of each Bank with such a Commitment) shall be
reduced at the time any payment is required to be made on the principal amount
of Capital Expenditure Loans (or would be required to be made if Capital
Expenditure Loans were then outstanding) pursuant to Section 4.02(B)(a), by an
amount equal to the maximum amount of Capital Expenditure Loans that would be
required to be repaid pursuant to Section 4.02(B)(a) assuming that Capital
Expenditure Loans were outstanding in an aggregate principal amount equal to the
Total Capital Expenditure Loan Commitment.

              (g) Each reduction to the Total Term Loan Commitment, the Total
Capital Expenditure Loan Commitment and the Total Revolving Loan Commitment,
pursuant to this Section 3.03 shall be applied proportionately to reduce the
Term Loan Commitment, the Capital Expenditure Loan Commitment or the Revolving
Loan Commitment, as the case may be, of each Bank with such a Commitment.


              Section 4. Prepayments; Payments; Taxes.

              4.01 Voluntary Prepayments. (a) The Borrower shall have the right
to prepay Loans, without premium or penalty, in whole or in part from time to
time on the following terms and conditions:

              (i)    the Borrower shall give the Agent prior to 10:00 A.M. (New
       York time) at its Notice Office at least three Business Days' prior
       written notice in the case of Eurodollar Loans and one Business Day's
       prior written notice in the case of Base Rate Loans of its intent to
       prepay the Loans, whether Term Loans, Capital Expenditure Loans or
       Revolving Loans shall be prepaid, the amount of such prepayment and the
       Types of Loans to be prepaid and, in the case of Eurodollar Loans, the
       specific Borrowing or Borrowings pursuant to which made, which notice the
       Agent shall promptly transmit to each of the Banks;

              (ii)   in the case of prepayments of less than all of the
       outstanding Loans of a Tranche, each prepayment shall be in an aggregate
       principal amount equal to at least the Minimum Borrowing Amount
       applicable thereto and, if greater, in integral multiples of $500,000 (or
       $100,000, in the case of Revolving Loans); provided that no partial
       prepayment of Eurodollar Loans made pursuant to any Borrowing shall
       reduce the outstanding Loans made pursuant to such Borrowing to an amount
       less than the Minimum Borrowing Amount;

              (iii)  no prepayment of Eurodollar Loans made pursuant to this
       Section 4.01 may be made on a day other than the last day of an Interest
       Period applicable thereto unless concurrently with such prepayment the
       Borrower pays all amounts owing pursuant to Section 1.11 as a result of
       such prepayment;



                                      -21-
<PAGE>   28

              (iv)   each prepayment in respect of any Loans made pursuant to a
       Borrowing shall be applied pro rata among such Loans;

              (v)    each prepayment of Term Loans or Capital Expenditure Loans
       pursuant to this Section 4.01 must consist of a prepayment of Term Loans
       (in an amount equal to the Term TL Percentage of such prepayment) and
       Capital Expenditure Loans (in an amount equal to the CapEx TL Percentage
       of such prepayment); provided, however, that prior to the Capital
       Expenditure Loan Conversion Date a prepayment of Capital Expenditure
       Loans shall not be required to be accompanied by a prepayment of Term
       Loans and a prepayment of Term Loans shall not be required to be
       accompanied by a prepayment of Capital Expenditure Loans; and

              (vi)   each prepayment of Capital Expenditure Loans after the
       Capital Expenditure Loan Conversion Date and each prepayment of Term
       Loans pursuant to this Section 4.01 shall be applied to reduce the then
       remaining Scheduled Repayments of the respective Tranche being repaid on
       a pro rata basis (based upon the then remaining principal amount of each
       such Scheduled Repayment).

              (b) In the event of certain refusals by a Bank to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Banks as provided in
Section 13.12(b), the Borrower shall have the right, upon five Business Days'
prior written notice to the Agent at its Notice Office (which notice the Agent
shall promptly transmit to each of the Banks) to repay all Loans, together with
accrued and unpaid interest, Fees and all other amounts owing to such Bank (or
owing to such Bank with respect to each Tranche which gave rise to the need to
obtain such Bank's individual consent) in accordance with said Section 13.12(b)
so long as (A) in the case of the repayment of Revolving Loans of any Bank with
a Revolving Loan Commitment or Capital Expenditure Loans of any Bank with a
Capital Expenditure Loan Commitment pursuant to this clause (b), the Revolving
Loan Commitment or Capital Expenditure Loan Commitment, as the case may be, of
such Bank is terminated concurrently with such repayment pursuant to Section
3.02(b) (at which time Schedule I shall be deemed modified to reflect the
changed Revolving Loan Commitments or Capital Expenditure Loan Commitments, as
the case may be), and (B) in the case of the repayment of Loans of any Bank, the
consents required by Section 13.12(b) in connection with the repayment pursuant
to this clause (b) shall have been obtained.




                                      -22-
<PAGE>   29

              4.02 Mandatory Repayments and Commitment Reductions.

              (A) Requirements:

              (a) On any day on which the sum of the aggregate outstanding
principal amount of the Revolving Loans and Letter of Credit Outstandings at
such time exceeds the Total Revolving Loan Commitment as then in effect, the
Borrower shall prepay the principal of Revolving Loans in an amount equal to
such excess. If, after giving effect to the prepayment of all outstanding
Revolving Loans, the aggregate amount of the Letter of Credit Outstandings
exceeds the Total Revolving Loan Commitment as then in effect, the Borrower
shall pay to the Agent at its Payment Office on such date an amount of cash
and/or Cash Equivalents equal to the amount of such excess, such cash and/or
Cash Equivalents to be held as security for all Obligations of the Borrower
hereunder in a manner satisfactory to the Agent. On any day on or prior to the
Capital Expenditure Loan Conversion Date on which the aggregate outstanding
principal amount of Capital Expenditure Loans exceeds the Total Capital
Expenditure Loan Commitment, the Borrower shall repay the principal of Capital
Expenditure Loans in the amount equal to such excess.

              (b) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02(A), the Borrower shall be required to
repay on each date set forth below the principal amount of Term Loans, to the
extent then outstanding, set forth below opposite such date (each such repayment
as the same may be reduced as provided in Sections 4.01 and 4.02(B), a
"Scheduled Term Loan Repayment"):

<TABLE>
<CAPTION>
          Scheduled Term Loan Repayment Date           Amount
          ----------------------------------           ------
                  <S>                                  <C>       
                  September 30, 1997                   $1,000,000
                  December 31, 1997                    $1,000,000
                  March 31, 1998                       $1,000,000
                  June 30, 1998                        $1,500,000
                  September 30, 1998                   $1,500,000
                  December 31, 1998                    $1,500,000
                  March 31, 1999                       $1,500,000
                  June 30, 1999                        $1,625,000
                  September 30, 1999                   $1,625,000
                  December 31, 1999                    $1,625,000
                  March 31, 2000                       $1,625,000
                  June 30, 2000                        $1,750,000
                  September 30, 2000                   $1,750,000
                  December 31, 2000                    $1,750,000
                  March 31, 2001                       $1,750,000
                  June 30, 2001                        $1,875,000


</TABLE>



                                     -23-
<PAGE>   30

<TABLE>
                  <S>                                  <C>       
                  September 30, 2001                   $1,875,000
                  December 31, 2001                    $1,875,000
                  Final Maturity Date                  $1,875,000
</TABLE>

              (c) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02(A), the Borrower shall be required to
repay on each date set forth below a principal amount of Capital Expenditure
Loans, to the extent then outstanding, equal to (i) the aggregate principal
amount of Capital Expenditure Loans outstanding on the Capital Expenditure Loan
Conversion Date (after giving effect to any Capital Expenditure Loans made on
such date) multiplied by (ii) the percentage set forth below opposite such date
(each such repayment as the same may be reduced as provided in Sections 4.01 and
4.02(B), a "Scheduled Capital Expenditure Loan Repayment", together with the
Scheduled Term Loan Repayments, collectively referred to as the "Scheduled
Repayments"):

<TABLE>
<CAPTION>

Scheduled Capital Expenditure Loan Repayment Date           Percentage
-------------------------------------------------           ----------
<S>                                                            <C> 
Last Business Day of June, 1999                                 5.0%
Last Business Day of September, 1999                            5.0%
Last Business Day of December, 1999                             5.0%
Last Business Day of March, 2000                                5.0%
                                                                   
Last Business Day of June, 2000                                 7.5%
Last Business Day of September, 2000                            7.5%
Last Business Day of December, 2000                             7.5%
Last Business Day of March, 2001                                7.5%
                                                                   
Last Business Day of June, 2001                                12.5%
Last Business Day of September, 2001                           12.5%
Last Business Day of December, 2001                            12.5%
Final Maturity Date                                            12.5%
</TABLE>


              (d) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on the date of the receipt thereof by
the Borrower or any of its Subsidiaries, an amount equal to:

              (i)    50% of the cash proceeds (net of underwriting discounts and
       commissions and all other reasonable costs associated with such
       transaction) from any sale or issuance after the Effective Date of equity
       of the Borrower or any Subsidiary of the Borrower (other than Permitted
       Equity Issuances); provided that proceeds of equity sold or issued to (x)
       officers or employees of the Borrower or (y)



                                      -24-
<PAGE>   31

       underwriters pursuant to the exercise of stock options issued prior to
       the Effective Date ("Employee/Underwriter Stock Proceeds") shall not be
       required to be paid on the date of the receipt thereof (unless such date
       of receipt is also a date specified below) but instead shall be required
       to be paid on each date on which the aggregate amount of such
       Employee/Underwriter Stock Proceeds received during the period commencing
       on the later of (x) the Effective Date and (y) the immediately preceding
       date on which a mandatory repayment or commitment reduction was made
       pursuant to this Section 4.02(A)(d) as a result of the receipt of
       Employee/Underwriter Stock Proceeds and ending on the date of
       determination (the "Employee/Underwriter Stock Proceeds Payment Period"),
       equals or exceeds $1,000,000 with the amount of the repayments or
       commitment reductions required on each such date to equal 50% of the
       aggregate amount of such Employee/Underwriter Stock Proceeds in excess of
       $1,000,000; and

              (ii)   50% of the cash proceeds (net of underwriting discounts and
       commissions, loan fees and all other reasonable costs associated with
       such transaction) from any incurrence of any Indebtedness by the Borrower
       or any Subsidiary of the Borrower (other than Indebtedness permitted by
       Section 9.05 as said Section is in effect on the Effective Date),

shall be applied as provided in Section 4.02(B).

              (e) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, no later than 90 days after the last
day of each fiscal year of the Borrower ending after the Capital Expenditure
Loan Conversion Date, an amount equal to 50% of Excess Cash Flow of the Borrower
and its Subsidiaries for the relevant Excess Cash Flow Payment Period shall be
applied as provided in Section 4.02(B).

              (f) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date after the Effective Date
on which the Borrower or any Subsidiary of the Borrower receives cash proceeds
from any sale of assets (including capital stock and securities other than
capital stock the proceeds from the sale of which is recaptured under Section
4.02(A)(d) but excluding Permitted Asset Sales effected prior to the Capital
Expenditure Loan Conversion Date), an amount equal to 100% of the Net Sale
Proceeds thereof shall be applied as provided in Section 4.02(B).

              (g) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date after the Effective Date
of the receipt thereof by the Borrower or any Subsidiary of the Borrower, an
amount equal to 100% of the cash proceeds of any Recovery Event (net of
reasonable costs incurred in connection with such Recovery Event (including the
estimated marginal increase in income taxes which will be payable as a result of
such Recovery Event by the Borrower or any Subsidiary of 



                                      -25-
<PAGE>   32

the Borrower)) shall be applied as provided in Section 4.02(B); provided that
proceeds from Recovery Events not in excess of $1,000,000 in the aggregate for
all Recovery Events occurring during one fiscal year of the Borrower shall not
be required to be so applied on such date to the extent that the Borrower
delivers a certificate to the Agent on or prior to such date stating that such
proceeds shall be used to replace or restore any properties or assets in respect
of which such proceeds were paid within a period specified in such certificate
not to exceed 180 days after the date of receipt of such proceeds (which
certificate shall set forth estimates of the proceeds to be so expended); and
provided further, that if all or any portion of such proceeds not so applied
pursuant to Section 4.02(B) are not so used within the period specified in the
immediately preceding proviso, such remaining portion shall be applied on the
last day of such specified period as provided in Section 4.02(B).

              (h) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02(A), on each date upon which the
Borrower or any of its Subsidiaries receives cash proceeds pursuant to the
Acquisition Agreement or any other agreement or understanding relating to the
Acquisition or any Permitted Transaction, including, without limitation,
indemnification or similar payments and post-closing adjustments, but excluding
in each case (x) post-closing working capital adjustments, so long as the
aggregate amount of post-closing working capital adjustments excluded on and
after the Effective Date pursuant to this clause (x) does not exceed $500,000
and (y) reimbursement of out-of-pocket costs and expenses, an amount equal to
100% of such proceeds (net of reasonable expenses incurred in connection with
obtaining such proceeds and the estimated marginal increase in income taxes
payable in respect thereof) shall be applied as provided in Section 4.02(B).

              (i) On any date, beginning eleven months after the Initial
Borrowing Date, if a Clean-Down Period shall not have occurred during the
immediately preceding eleven months, the Borrower shall repay all outstanding
Revolving Loans (which repayments shall be made in accordance with preceding
Section 4.02(A)(a)) so as to cause there to be no outstanding Revolving Loans
for an entire Clean-Down Period which shall begin (or continue in existence, as
the case may be) on or from such date and shall continue until a Clean-Down
Period has occurred.

              (j) Notwithstanding anything to the contrary contained elsewhere
in this Agreement, all then outstanding Loans of each Tranche shall be repaid in
full on the Final Maturity Date.

              (B) Application:

              (a) Each mandatory repayment of Loans pursuant to Section
4.02(A)(d) through (h), inclusive, shall be applied:



                                      -26-
<PAGE>   33

              (i)    first, (A) prior to the Capital Expenditure Loan Conversion
       Date, to prepay the principal of outstanding Term Loans (or, if the
       Initial Borrowing Date has not yet occurred, as a mandatory reduction to
       the Total Term Loan Commitment), which prepayments of Term Loans (or
       mandatory reductions to the Total Term Loan Commitment) shall be applied
       to reduce the then remaining Scheduled Term Loan Repayments on a pro rata
       basis (based on the then remaining amounts of such Scheduled Term Loan
       Repayments) (it being understood and agreed that the amount of any
       reduction to the Total Term Loan Commitment should be deemed to be an
       application of proceeds for purposes of this Section 4.02(B) even though
       cash is not actually applied) and (B) after the Capital Expenditure Loan
       Conversion Date, to prepay the principal of outstanding Term Loans and
       Capital Expenditure Loans on a pro rata basis, with the Term Loan
       Facility to receive the Term TL Percentage and the Capital Expenditure
       Loan Facility to receive the CapEx TL Percentage, in each case of the
       total amount to be applied as a mandatory repayment of Term Loans and
       Capital Expenditure Loans pursuant to this Section 4.02(B), and which
       prepayments of such Term Loans and Capital Expenditure Loans shall be
       applied to reduce the then remaining Scheduled Repayments of the
       respective Tranche on a pro rata basis (based on the then remaining
       amounts of such Scheduled Repayments);

              (ii)   second, prior to the Capital Expenditure Loan Conversion
       Date, to prepay the principal of outstanding Capital Expenditure Loans
       (with a corresponding reduction to the Total Capital Expenditure Loan
       Commitment);

              (iii)  third, prior to the Capital Expenditure Loan Conversion
       Date, to reduce the Total Capital Expenditure Loan Commitment (with a
       corresponding reduction to the Total Capital Expenditure Loan Commitment
       of each Bank)(it being understood and agreed that the amount of such
       reduction shall be deemed to be an application of proceeds for purposes
       of this Section 4.02(B)(a)(iii) even though cash is not actually
       applied);

              (iv)   fourth, to prepay the principal of outstanding Revolving
       Loans (with a corresponding reduction to the Total Revolving Loan
       Commitment);

              (v)    fifth, to cash collateralize Letter of Credit Outstandings
       by depositing cash in a letter of credit cash collateral account on terms
       satisfactory to the Agent in an amount equal to such Letter of Credit
       Outstandings (it being understood that the Total Revolving Loan
       Commitment shall be reduced by the amount of cash collateral required to
       be deposited by this clause (v)); and

              (vi)   sixth, to reduce the remaining (i.e., after giving effect
       to all prior reductions thereto, including, without limitation, to the
       reductions theretofore




                                      -27-
<PAGE>   34

       effected pursuant to the preceding clauses (iv) and (v)), Total Revolving
       Loan Commitment (it being understood and agreed that the amount of such
       reduction shall be deemed to be an application of proceeds for purposes
       of this Section 4.02(B)(a)(vi) even though cash is not actually applied).

              (b) With respect to each repayment of Loans required by this
Section 4.02, the Borrower may designate the Types of Loans which are to be
repaid and, in the case of Eurodollar Loans, the specific Borrowing or
Borrowings of the respective Tranche pursuant to which made; provided that: (i)
repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on
the last day of an Interest Period applicable thereto unless all Eurodollar
Loans of the respective Tranche with Interest Periods ending on such date of
required repayment and all Base Rate Loans of the respective Tranche have been
paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a
single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to
such Borrowing to an amount less than the applicable Minimum Borrowing Amount,
such Borrowing shall immediately be converted into Base Rate Loans; and (iii)
each repayment of any Loans made pursuant to a single Borrowing shall be applied
pro rata among such Loans. In the absence of a designation by such Borrower as
described in the preceding sentence, the Agent shall, subject to the above, make
such designation in its sole discretion.

              4.03 Method and Place of Payment. Except as otherwise specifically
provided herein, all payments under this Agreement or any Note shall be made to
the Agent for the account of the Bank or Banks entitled thereto not later than
12:00 Noon (New York time) on the date when due and shall be made in Dollars in
immediately available funds at the Payment Office. Whenever any payment to be
made hereunder or under any Note shall be stated to be due on a day which is not
a Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest shall be
payable at the applicable rate during such extension.

              4.04 Net Payments. (a) All payments made by the Borrower hereunder
or under any Note will be made without setoff, counterclaim or other defense.
Except as provided in Section 4.04(b), all such payments will be made free and
clear of, and without deduction or withholding for, any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature
now or hereafter imposed by any jurisdiction or by any political subdivision or
taxing authority thereof or therein with respect to such payments (but
excluding, except as provided in the second succeeding sentence, any tax,
including a franchise tax, imposed on or measured by the net income of a Bank
pursuant to the laws of the jurisdiction in which it is organized or the
jurisdiction in which the principal office or applicable lending office of such
Bank is located or any political subdivision or taxing authority thereof or
therein) and all interest, penalties or similar liabilities with respect to such
non-excluded taxes, levies, imposts, duties, fees, assessments or other charges
(all such non-excluded taxes, levies, imposts, duties, fees, assessments or




                                      -28-
<PAGE>   35

other charges being referred to collectively as "Taxes"). If any Taxes are so
levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and
such additional amounts as may be necessary so that every payment of all amounts
due hereunder or under any Note, after withholding or deduction for or on
account of any Taxes, will not be less than the amount provided for herein or in
such Note. If any amounts are payable in respect of Taxes pursuant to the
preceding sentence, the Borrower agrees to reimburse each Bank, upon the written
request of such Bank, for taxes imposed on or measured by the net income or net
profits of such Bank pursuant to the laws of the jurisdiction or any political
subdivision or taxing authority thereof or therein in which such Bank is
organized or in which the principal office or applicable lending office of such
Bank is located and for any withholding of income or similar taxes as such Bank
shall determine are payable by, or withheld from, such Bank in respect of such
amounts so paid to or on behalf of such Bank pursuant to the preceding sentence
and in respect of any amounts paid to or on behalf of such Bank pursuant to this
sentence. The Borrower will furnish to the Agent within 45 days after the date
of the payment of any Taxes due pursuant to applicable law certified copies of
tax receipts evidencing such payment by the Borrower. The Borrower agrees to
indemnify and hold harmless each Bank, and reimburse such Bank upon its written
request, for the amount of any Taxes so levied or imposed and paid by such Bank.

              (b) Each Bank that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower
and the Agent on or prior to the Effective Date, or in the case of a Bank that
is an assignee or transferee of an interest under this Agreement pursuant to
Section 13.04 (unless the respective Bank was already a Bank hereunder
immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Bank, (i) two accurate and complete original
signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms)
certifying to such Bank's entitlement to a complete exemption from United States
withholding tax with respect to payments to be made under this Agreement and
under any Note, or (ii) if the Bank is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate
substantially in the form of Exhibit C (any such certificate, a "Section
4.04(b)(ii) Certificate") and (y) two accurate and complete original signed
copies of Internal Revenue Service Form W-8 (or successor form) certifying to
such Bank's entitlement to a complete exemption from United States withholding
tax with respect to payments of interest to be made under this Agreement and
under any Note. In addition, each Bank agrees that from time to time after the
Effective Date, when a lapse in time or change in circumstances renders the
previous certification obsolete or inaccurate in any material respect, it will
deliver to the Borrower and the Agent two new accurate and complete original
signed copies of Internal Revenue Service Form 4224 or 1001, or Form W-8 and a
Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may
be required in order to confirm or establish the entitlement of such Bank to a
continued exemption from or reduction in United States withholding tax with
respect to payments under this Agree-




                                      -29-
<PAGE>   36

ment and any Note, or it shall immediately notify the Borrower and the Agent of
its inability to deliver any such Form or Certificate, in which case such Bank
shall not be required to deliver any such form of certificate pursuant to this
Section 4.04(b). Notwithstanding anything to the contrary contained in Section
4.04(a), but subject to the immediately succeeding sentence, (x) the Borrower
shall be entitled, to the extent it is required to do so by law, to deduct or
withhold income or similar taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, fees or other
amounts payable hereunder for the account of any Bank which is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) for
U.S. Federal income tax purposes to the extent that such Bank has not provided
to the Borrower U.S. Internal Revenue Service Forms that establish a complete
exemption from such deduction or withholding and (y) the Borrower shall not be
obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to
a Bank in respect of income or similar taxes imposed by the United States if (I)
such Bank has not provided the Borrower the Internal Revenue Service Forms
required to be provided the Borrower pursuant to this Section 4.04(b) or (II) in
the case of a payment, other than interest, to a Bank described in clause (ii)
above, to the extent that such forms do not establish a complete exemption from
withholding of such taxes. Notwithstanding anything to the contrary contained in
the preceding sentence or elsewhere in this Section 4.04, the Borrower agrees to
pay additional amounts and to indemnify each Bank in the manner set forth in
Section 4.04(a) (without regard to the identity of the jurisdiction requiring
the deduction or withholding) in respect of any amounts deducted or withheld by
it as described in the immediately preceding sentence as a result of any changes
after the Effective Date in any applicable law, treaty, governmental rule,
regulation, guideline or order, or in the interpretation thereof, relating to
the deducting or withholding of income or similar Taxes.


              Section 5. Conditions Precedent to Loans on the Initial Borrowing
Date. The obligation of each Bank to make Loans on the Initial Borrowing Date is
subject at the time of such Loan to the satisfaction of the following
conditions:

              5.01 Execution of Agreement; Notes. On or prior to the Initial
Borrowing Date (i) the Effective Date shall have occurred and (ii) there shall
have been delivered to the Agent for the account of each of the Banks the
appropriate Term Note, Capital Expenditure Note or Revolving Note executed by
the Borrower, in each case in the amount, maturity and as otherwise provided
herein.

              5.02 Officer's Certificate. On the Initial Borrowing Date, the
Agent shall have received a certificate dated the Initial Borrowing Date signed
on behalf of the Borrower by the chief financial officer, the president, any
executive or senior vice president or any vice president of the Borrower stating
that all of the conditions in Sections 5.06, 5.10, 5.11, 5.14, 5.16, 6.01, 6.03
and 6.04 have been satisfied on such date; provided the



                                      -30-
<PAGE>   37

certificate shall not be required to certify as to the acceptability of any
items to the Agent and/or the Banks or as to whether the Agent and/or the Banks
are satisfied with any of the matters described in said Sections.

              5.03 Opinions of Counsel. On the Initial Borrowing Date, the Agent
shall have received from (i) Arnall, Golden & Gregory, LLP, counsel to the
Borrower and its Subsidiaries, an opinion addressed to the Agent, the Collateral
Agent and each of the Banks and dated the Initial Borrowing Date covering the
matters set forth in Exhibit D and (ii) counsel rendering such opinions,
reliance letters addressed to the Agent, the Collateral Agent and each of the
Banks dated the Initial Borrowing Date with respect to all legal opinions
delivered in connection with the Acquisition, which legal opinions and reliance
letters shall be in form and substance satisfactory to the Agent and the
Required Banks.

              5.04 Corporate Documents; Proceedings. (a) On the Initial
Borrowing Date, the Agent shall have received a certificate, dated the Initial
Borrowing Date, signed by the president or any vice president of each Credit
Party, and attested to by the secretary or any assistant secretary of such
Credit Party, in the form of Exhibit E with appropriate insertions, together
with copies of the Certificate of Incorporation and By-Laws of such Credit Party
and the resolutions of such Credit Party referred to in such certificate, and
the foregoing shall be acceptable to the Agent and the Required Banks in their
sole discretion.

              (b) All corporate and legal proceedings and all instruments and
agreements relating to the transactions contemplated by this Agreement and the
other Documents shall be satisfactory in form and substance to the Agent and the
Required Banks, and the Agent shall have received all information and copies of
all documents and papers, including records of corporate proceedings,
governmental approvals, good standing certificates and bring-down telegrams, if
any, which the Agent or the Required Banks may have requested in connection
therewith, such documents and papers where appropriate to be certified by proper
corporate or governmental authorities.

              5.05 Employee Benefit Plans; Shareholders' Agreements; Management
Agreements; Employment Agreements; Collective Bargaining Agreements; Debt
Agreements; Affiliate Contracts; Tax Sharing Agreements and Material Contracts.
On or prior to the Initial Borrowing Date, there shall have been delivered to
the Banks true and correct copies, certified as true and complete by an
appropriate officer of the Borrower of:

              (i)    all Plans (and for each Plan that is required to file an
       annual report on Internal Revenue Service Form 5500-series, a copy of the
       most recent such report (including, to the extent required, the related
       financial and actuarial statements and opinions and other supporting
       statements, certifications, schedules and information), and for each Plan
       that is a "single-employer plan," as defined in Section 4001(a)(15) of
       ERISA, the most recently prepared actuarial valuation there-



                                      -31-
<PAGE>   38

       for) and any other "employee benefit plans," as defined in Section 3(3)
       of ERISA, and any other material agreements, plans or arrangements, with
       or for the benefit of current or former employees of the Borrower or any
       of its Subsidiaries or any ERISA Affiliate (provided that the foregoing
       shall apply in the case of any multiemployer plan, as defined in
       4001(a)(3) of ERISA, only to the extent that any document described
       therein is in the possession of the Borrower or any Subsidiary of the
       Borrower or any ERISA Affiliate or reasonably available thereto from the
       sponsor or trustee of any such plan) (collectively, the "Employee Benefit
       Plans");

              (ii)   all agreements entered into by the Borrower or any
       Subsidiary of the Borrower governing the terms and relative rights of its
       capital stock and any agreements entered into by shareholders relating to
       any such entity with respect to their capital stock (collectively, the
       "Shareholders' Agreements");

              (iii)  all agreements with members of, or with respect to,
       management of the Borrower or any Subsidiary of the Borrower other than
       Employment Agreements (collectively, the "Management Agreements");

              (iv)   any employment agreements entered into by the Borrower or
       any Subsidiary of the Borrower (collectively, the "Employment
       Agreements");

              (v)    all collective bargaining agreements apply- ing or relating
       to any employee of the Borrower or any Subsidiary of the Borrower
       (collectively, the "Collective Bargaining Agreements");

              (vi)   all agreements evidencing or relating to Indebtedness of
       the Borrower or any Subsidiary of the Borrower whether or not such
       agreement is to remain outstanding after giving effect to the incurrence
       of Loans on the Initial Borrowing Date (collectively, the "Debt
       Agreements");

              (vii)  all tax sharing, tax allocation and other similar
       agreements entered into by the Borrower or any Subsidiary of the Borrower
       (collectively, the "Tax Sharing Agreements");

              (viii) all material contracts, agreements or understandings
       entered into between the Borrower or any of its Subsidiaries on the one
       hand, and any of its Affiliates, on the other hand (collectively, the
       "Affiliate Contracts"); and

              (ix)   all material contracts and licenses of the Borrower or any
       of its Subsidiaries that are to remain in effect after giving effect to
       the consummation of the Transaction (collectively, the "Material
       Contracts");



                                      -32-
<PAGE>   39

all of which Plans, Shareholders' Agreements, Management Agreements, Employment
Agreements, Collective Bargaining Agreements, Debt Agreements, Tax Sharing
Agreements, Affiliate Contracts and Material Contracts shall be in form and
substance satisfactory to the Agent and the Required Banks and shall be in full
force and effect on the Initial Borrowing Date.

              5.06 Consummation of the Acquisition. (a) On or prior to the
Initial Borrowing Date, there shall have been delivered to the Banks true and
correct copies of all Acquisition Documents, certified as such by an appropriate
officer of the Borrower, and all terms and provisions of such Acquisition
Documents shall be in form and substance satisfactory to the Agent and the
Required Banks and shall not have been amended (except for extensions) without
the consent of the Agent and the Required Banks. The Acquisition, including
all of the terms and conditions thereof, shall have been duly approved by the
board of directors and (if required by applicable law) the shareholders of the
parties thereto, and all Acquisition Documents shall have been duly executed and
delivered by the parties thereto and shall be in full force and effect. The
representations and warranties set forth in the Acquisition Documents shall be
true and correct in all material respects as if made on and as of the Initial
Borrowing Date. Each of the conditions precedent to the Borrower's obligations
to consummate the Acquisition as set forth in the Acquisition Documents shall
have been satisfied to the satisfaction of the Agent and the Required Banks or
waived with the consent of the Agent and the Required Banks, and the Acquisition
shall have been consummated in accordance with all applicable law and the
Acquisition Documents. The consideration payable in connection with the
Acquisition shall not exceed $9.55 million (approximately $5.0 million of which
will be in the form of cash, $2.0 million of which will be in the form of the
Seller Note and approximately $2.55 million of which will be in the form of
Borrower Common Stock), subject to adjustments as provided in the Acquisition
Documents, and all other aspects thereof (including financial, accounting and
tax aspects) shall be satisfactory to the Required Banks.

              (b) On or prior to the Initial Borrowing Date, (i) the Borrower
shall have issued the Seller Note to the Seller in an aggregate principal amount
equal to $2.0 million as partial consideration for the purchase price in
connection with the Acquisition and (ii) the Agent shall have received true and
correct copies of the Seller Note Documents, certified as such by an appropriate
officer of the Borrower, each of which shall have been duly authorized, executed
and delivered by all parties thereto and shall be in full force and effect and
in form and substance satisfactory to the Agent and the Required Banks. The
terms and conditions of the Seller Note (including, without limitation,
amortization, maturities, interest rates, limitation on cash interest payment,
guarantee provisions, security therefor, covenants, defaults, remedies,
redemption provisions and subordination provisions), shall be in as set forth in
Exhibit L.



                                      -33-
<PAGE>   40

              (c) On or prior to the Initial Borrowing Date, the Agent shall
have received an officer's certificate from the president or chief financial
officer of the Borrower, certifying that the Loans and all other Obligations
under the Credit Agreement and the other Credit Documents (including, without
limitation, the Guaranties) and any Interest Rate Protection or Other Hedging
Agreement with any Other Creditor (as defined in the relevant Security Document
or Guaranty) constitute "Senior Indebtedness" under the Seller Note.

              (d) On the Initial Borrowing Date after giving effect to the
Transaction, the ownership and capital structure (including, without limitation,
the terms of any capital stock, options, warrants or other securities issued or
to be issued by the Borrower or any of its Subsidiaries) and management of the
Borrower and its Subsidiaries shall be in form and substance satisfactory to the
Agent and the Required Banks.

              5.07 Pledge Agreement. On the Initial Borrowing Date, each Credit
Party shall have duly authorized, executed and delivered a Pledge Agreement
substantially in the form of Exhibit F (as modified, supplemented or amended
from time to time, the "Pledge Agreement") and shall have delivered to the
Collateral Agent, as Pledgee thereunder, all of the Pledged Securities referred
to therein then owned by such Credit Party (x) endorsed in blank in the case of
promissory notes constituting Pledged Securities and (y) together with executed
and undated irrevocable stock powers, in the case of capital stock constituting
Pledged Securities.

              5.08 Security Agreement. On the Initial Borrowing Date, each
Credit Party shall have duly authorized, executed and delivered a Security
Agreement in the form of Exhibit G (as modified, supplemented or amended from
time to time, the "Security Agreement") covering all of such Credit Party's
present and future Security Agreement Collateral, together with:

              (i)    proper financing statements (Form UCC-1 or such other
       financing statements or similar notices as shall be required by local
       law) fully executed for filing under the UCC or other appropriate filing
       offices of each jurisdiction as may be necessary or, in the opinion of
       the Collateral Agent, desirable to perfect the security interests
       purported to be created by the Security Agreement;

              (ii)   certified copies of Requests for Information or Copies
       (Form UCC-11), or equivalent reports, listing all judgment liens, tax
       liens or effective financing statements that name the Borrower or any of
       its Subsidiaries, or a division or other operating unit of any such
       Person, as debtor and that are filed in the jurisdictions referred to in
       said clause (i), together with copies of such other financing statements
       (none of which shall cover the Collateral except to the extent evidencing
       Permitted Liens or for which the Collateral Agent shall receive
       termination statements (Form



                                      -34-
<PAGE>   41

       UCC-3 or such other termination statements as shall be required by local
       law) fully executed for filing);

              (iii)  evidence of the completion of all other recordings and
       filings of, or with respect to, the Security Agreement as may be
       necessary or, in the opinion of the Collateral Agent, desirable to
       perfect the security interests intended to be created by such Security
       Agreement; and

              (iv)   evidence that all other actions necessary or, in the
       opinion of the Collateral Agent, desirable to perfect and protect the
       security interests purported to be created by the Security Agreement have
       been taken.

              5.09 Subsidiaries Guaranty. On the Initial Borrowing Date, each
Subsidiary of the Borrower shall have duly authorized, executed and delivered a
Guaranty in the form of Exhibit H (as modified, supplemented or amended from
time to time, the "Subsidiaries Guaranty").

              5.11 Material Adverse Change, etc. Since February 7, 1997, nothing
shall have occurred (and the Banks shall have become aware of no facts or
conditions not previously known) which the Agent or the Required Banks shall
determine (a) could reasonably be expected to have a material adverse effect on
the rights or remedies of the Banks or the Agent, or on the ability of the
Borrower or any of its Subsidiaries to perform their obligations to the Agent
and the Banks under this Agreement or any other Credit Document, (b) could
reasonably be expected to have a materially adverse effect on the performance,
business, assets, nature of assets, liabilities, operations, properties,
condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole, (c) indicates the inaccuracy in any material
respect of the information previously provided to the Agent or the Banks (taken
as a whole) in connection with their analysis of the transactions contemplated
hereby or indicates that the information previously provided (taken as a whole)
omitted to disclose any material information or (d) could reasonably be expected
to have a materially adverse effect on the financial, banking, or capital
markets for the market for senior syndicated debt financings for leveraged
transactions generally.

              5.11 Litigation. On the Initial Borrowing Date, no litigation by
any entity (private or governmental) shall be pending or threatened with respect
to this Agreement, any other Document or any documentation executed in
connection herewith or with respect to the Transaction or the other transactions
contemplated hereby or thereby, or which the Agent or Required Banks shall
determine could reasonably be expected to have a materially adverse effect on
the Transaction or on the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole (after giving
effect to the Transaction).




                                      -35-
<PAGE>   42

              5.12 Fees, etc. On the Initial Borrowing Date, the Borrower shall
have paid in full to the Agent and the Banks all costs, fees and expenses
(including, without limitation, all legal fees and expenses) payable to the
Agent and the Banks to the extent then due pursuant hereto or as otherwise
agreed between the Borrower and the Agent.

              5.13 Solvency Certificate; Insurance Analyses. On the Initial
Borrowing Date, the Borrower shall cause to be delivered to the Agent and the
Banks: (i) a certificate from the chief financial officer of the Borrower, in
the form of Exhibit I hereto, supporting the conclusions that, after giving
effect to the Transaction and the incurrence of all financings contemplated
herein, that each Credit Party (on a stand-alone basis), and all Credit Parties
taken as a whole, as the case may be, are not insolvent and will not be rendered
insolvent by the Indebtedness incurred in connection therewith, will not be left
with unreasonably small capital with which to engage in Credit Party businesses
and will not have incurred debts beyond their ability to pay such debts as they
mature and (ii) evidence (including, without limitation, certificates with
respect to each insurance policy listed on Schedule II) of insurance, with
respect to the business and properties of the Borrower and its Subsidiaries, in
scope, form and substance satisfactory to the Agent and the Required Banks and
naming each of the Collateral Agent, the Agent and the Banks as an additional
insured and the Collateral Agent as loss payee and stating that such insurance
shall not be cancelled or revised without 30 days' prior written notice by the
insurer to the Collateral Agent.

              5.14 Approvals. All necessary governmental and third party
approvals in connection with the Transaction and the transactions contemplated
by the Documents and otherwise referred to herein or therein (including, but not
limited to, those approvals required in respect of existing permits, landlord
consents and transfers of contract rights) shall have been obtained and remain
in effect, and all applicable waiting periods shall have expired without any
action being taken by any competent authority which restrains, prevents or
imposes, in the reasonable judgment of the Agent or the Required Banks, adverse
conditions upon the consummation of the Transaction or the other transactions
contemplated by the Documents and otherwise referred to herein or therein.
Additionally, there shall not exist any judgment, order, injunction or other
restraint issued or filed or a hearing seeking injunction relief or other
restraint pending or notified prohibiting or imposing materially adverse
conditions upon the consummation of the Transaction, the transactions
contemplated by the Documents, the making of the Loans or the issuance of
Letters of Credit.

              5.15 Financial Statements; Projections; Management Letter Reports.
(a) On or prior to the Initial Borrowing Date, the Banks shall have received:

              (i)    the consolidated balance sheets of the Borrower as at
       December 31, 1995 and December 31, 1996 and the related consolidated
       statements of operations, stockholders' equity and cash flows of the
       Borrower for the fiscal years ended as 


                                      -36-
<PAGE>   43

       of said dates, which financial statements have been examined by KPMG Peat
       Marwick LLP, independent certified public accountants who delivered
       unqualified opinions with respect thereto;

              (ii)   the consolidated balance sheets of Warehouse as at December
       31, 1996 and the related statements of income of Warehouse for the fiscal
       period ended as of said date; and

              (iii)  the pro forma (after giving effect to the Transaction and
       the related financing thereof) consolidated balance sheet of the Borrower
       as at the Initial Borrowing Date;

all of which financial statements referred to in clause (i), (ii) and (iii)
shall be prepared in accordance with generally accepted accounting principles
(except as provided in the notes provided thereto and except for the absence of
footnotes and for year-end audit adjustments in the case of year-to-date
statements and the pro forma statements) consistent with past practices and
shall be in form and substance satisfactory to the Agent and the Required Banks.

              (b) On the Initial Borrowing Date, the Banks shall have received
detailed consolidated financial projections, certified by the chief financial
officer of the Borrower, for the Borrower and its Subsidiaries, which include
the projected consolidated results of the Borrower (including the Acquired
Business), after giving effect to the Transaction and the other transactions
contemplated herein, for the period commencing on January 1, 1997 and ending on
December 31, 2002 (the "Projections"), which Projections, and the supporting
assumptions and explanations thereto, and the accounting practices and
procedures to be utilized by the Borrower following the Initial Borrowing Date,
shall be satisfactory in form and substance to the Agent and the Required Banks.

              (c) On or prior to the Initial Borrowing Date, the Agent shall
have received a copy of any "management letter" received by the Borrower or any
of its Subsidiaries or Warehouse from their respective certified public
accountants on or after December 31, 1993.

              5.16 Refinancing. (a) On the Initial Borrowing Date and after
giving effect to the Loans incurred on the Initial Borrowing Date, the
Acquisition and the other transactions contemplated hereby, neither the Borrower
nor any of its Subsidiaries (including, without limitation, the Acquired
Business) shall have any Indebtedness or preferred stock outstanding except for
the Loans, the Seller Note and the Existing Indebtedness, which Existing
Indebtedness shall not exceed $100,000. All of the Existing Indebtedness shall
remain outstanding after the consummation of the Transaction and the other
transactions contemplated hereby without any defaults or events of default
existing thereunder or arising 



                                      -37-
<PAGE>   44

as a result of the Transaction or the transactions contemplated hereby. None of
the Existing Indebtedness shall have been incurred in anticipation of the
Transaction or the other transactions contemplated hereby.

              (b) The Agent and the Required Banks shall be satisfied with the
amount of and the terms and conditions of (i) all Existing Indebtedness and (ii)
the repayment of, and termination of all commitments and documentation relating
to, all Indebtedness repaid in connection with the transactions contemplated
hereby (collectively, the "Refinanced Indebtedness") and the amount of all
accrued interest, premiums, fees, commissions and expenses owing in connection
with the repayment of such Refinanced Indebtedness. In no event shall the
aggregate amount paid pursuant to the preceding sentence exceed $26,200,000. All
Liens arising in connection with such Refinanced Indebtedness shall have been
terminated (and all appropriate releases, termination statements or other
instruments of assignment with respect thereto shall have been obtained), in
each case to the satisfaction of the Agent and the Required Banks.

              (c) The Agent shall have received copies, certified as true and
complete by an appropriate officer of the Borrower, of all documents executed in
connection with the repayment and termination of the Refinanced Indebtedness and
the release of the Liens thereunder (the "Debt Termination Documents") all of
which shall be in form and substance satisfactory to the Agent and the Required
Banks.

              5.17 Consent Letter. The Agent shall have received a letter from
CT Corporation System, with offices on the date hereof at 1633 Broadway, New
York, NY 10019, substantially in the form of Exhibit J hereto, indicating its
consent to its appointment by the Borrower and its Material Subsidiaries as
their agent to receive service of process as specified in Section 13.08 of this
Agreement or Section 21 of the Subsidiaries Guaranty, as the case may be.


              Section 6. Conditions Precedent to All Credit Events. The
obligation of each Bank to make Loans (including Loans made on the Initial
Borrowing Date) and the obligation of an Issuing Bank to issue any Letter of
Credit is subject, at the time of each such Credit Event (except as hereinafter
indicated), to the satisfaction of the following conditions:

              6.01 No Default; Representations and Warranties. At the time of
each such Credit Event and also after giving effect thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of the making of such Credit



                                      -38-
<PAGE>   45

Event (except to the extent such representations specifically relate to earlier
dates, in which case such representations shall be correct in all material
respects on and as of such dates).

              6.02 Notice of Borrowing; Letter of Credit Request. (a) Prior to
the making of each Loan, the Agent shall have received a Notice of Borrowing
meeting the requirements of Section 1.03.

              (b)  Prior to the issuance of each Letter of Credit, the Issuing
Bank shall have received a Letter of Credit Request meeting the requirements of
Section 2.03.

              6.03 Adverse Change, etc. Nothing shall have occurred (and the
Banks shall have become aware of no facts or conditions not previously known)
which the Agent or the Required Banks shall determine (i) could reasonably be
expected to have a material adverse effect on the rights or remedies of the
Banks, the Agent or the Collateral Agent, or on the ability of the Borrower or
any of its Subsidiaries to perform its obligations under this Agreement or any
other Credit Document, (ii) which could reasonably be expected to have a
materially adverse effect on the performance, business, assets, liabilities,
operations, properties, condition (financial or otherwise) or prospects of the
Borrower and its Subsidiaries taken as a whole or (iii) indicates the
inaccuracy, at the time provided, of the information previously provided to the
Agent or the Banks (taken as whole) or indicates that the information previously
provided, at the time provided, (taken as a whole) omitted to disclose any
material information.

              6.04 Litigation. At the time of each such Credit Event and also
after giving effect thereto, no litigation by any entity (private or
governmental) shall be pending or threatened with respect to this Agreement or
any other Document or the transactions contemplated hereby or which the Required
Banks shall determine could reasonably be expected to have a material adverse
effect on the performance, business, assets, liabilities, operations,
properties, condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole.

             6.05  Subsequent Legal Opinions. If, at the time of any Credit 
Event subsequent to the Initial Borrowing Date, the Agent or the Required Banks
shall have (i) reasonably determined that any facts, circumstances or
conditions exist which could materially and adversely affect the perfection or
priority of the security interests created (or to be created) pursuant to the
Security Documents, and (ii) requested same, the Agent shall have received from
counsel (who shall be satisfactory to the Agent and the Required Banks) for any
Credit Party, an opinion in form and substance satisfactory to the Required
Banks, addressed to the Banks, and dated the date of such Credit Event,
covering the perfection and priority of such security interests.





                                      -39-
<PAGE>   46

              6.06 Permitted Transactions. Prior to the making of each Capital
Expenditure Loan in connection with a Permitted Transaction, (x) in the case of
a Permitted Acquisition, all conditions to such Permitted Acquisition set forth
in Section 8.15 and in the definition thereof and (y) in the case of a Permitted
Capital Expenditure Transaction, all conditions to such Permitted Capital
Expenditure Transaction set forth in Section 9.08 and in the definition thereof,
shall have been satisfied and the president or any other senior executive
officer of the Borrower shall have delivered an officer's certificate,
certifying that the applicable conditions have been met.

              The acceptance of the benefits of each Credit Event shall
constitute a representation and warranty by the Borrower to each of the Banks
that all the conditions specified in Section 5 and in this Section 6 and
applicable to such Credit Event exist as of that time. All of the Notes,
certificates, legal opinions and other documents and papers referred to in
Section 5 and in this Section 6, unless otherwise specified, shall be delivered
to the Agent at the Notice Office for the account of each of the Banks and,
except for the Notes, in sufficient counterparts for each of the Banks and,
unless otherwise specified, shall be in form and substance satisfactory to the
Banks.

              Section 7. Representations, Warranties and Agreements. In order to
induce the Banks to enter into this Agreement and to make the Loans, and issue
(or participate in) the Letters of Credit as provided herein, the Borrower makes
the following representations, warran- ties and agreements as to itself and as
to each of its Subsidiaries (to the extent applicable), as of the Initial
Borrowing Date (both before and after giving effect to the Credit Events
occurring on such date, the Transaction and the other transactions contemplated
by the Documents, and all references to the Borrower herein and elsewhere in
this Agreement, shall, unless otherwise specifically indicated, be references to
the Borrower after giving effect to the Transaction) and as of the date of each
subsequent Credit Event which representations, warranties and agreements shall
survive the execution and delivery of this Agreement and the Notes and any
subsequent Credit Event, with the occurrence of each Credit Event on or after
the Initial Borrowing Date being deemed to constitute a representation and
warranty that the matters specified in this Section 7 are true and correct on
and as of the Initial Borrowing Date and on the date of each such Credit Event
(except to the extent such representations specifically relate to earlier dates,
in which case such representations shall be correct in all material respects on
and as of such earlier dates):

              7.01 Corporate Status. Each of the Borrower and its Subsidiaries
(i) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its organization, (ii) has the power and
authority to own its property and assets and to transact the business in which
it is engaged and presently proposes to engage and (iii) is duly qualified and
is authorized to do business and is in good standing in each jurisdiction where
the ownership, leasing or operation of property or the conduct of its



                                      -40-
<PAGE>   47

business requires such qualifications except for failures to be so qualified
which, in the aggregate, could not reasonably be expected to have a material
adverse effect on the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole.

              7.02 Corporate Power and Authority. Each of the Borrower and its
Subsidiaries has the corporate power to execute, deliver and perform the terms
and provisions of each of the Documents to which it is party and has taken all
necessary corporate action to authorize the execution, delivery and performance
by it of each of such Documents. Each of the Borrower and its Subsidiaries has
duly executed and delivered each of the Documents to which it is party, and each
of such Documents constitutes its legal, valid and binding obligation
enforceable in accordance with its terms, except as the enforceability thereof
may be limited by bankruptcy, reorganization, moratorium or similar laws
relating to or limiting creditors' rights generally or by general equitable
principles (regardless of whether the issue of enforceability is considered in a
proceeding in equity or at law).

              7.03 No Violation. Neither the execution, delivery or performance
by the Borrower or any of its Subsidiaries of the Documents to which it is a
party, nor compliance by it with the terms and provisions thereof, (i) will
contravene any provision of any applicable law, statute, rule or regulation or
any order, writ, injunction or decree of any court or governmental
instrumentality, (ii) will conflict with or result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of (or the obligation to create or impose)
any Lien (except pursuant to the Security Documents) upon any of the property or
assets of the Borrower or any of its Subsidiaries pursuant to the terms of any
indenture, mortgage, deed of trust, credit agreement or loan agreement, or any
other agreement, contract or instrument to which the Borrower or its
Subsidiaries is a party or by which it or any of its property or assets is bound
or to which it may be subject or (iii) will violate any provision of the
Certificate of Incorporation or By-Laws of the Borrower or any of its
Subsidiaries.

              7.04 Governmental Approvals. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except as have been obtained or made on or prior to the Initial Borrowing Date
and are in full force and effect), or exemption by, any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (i) the Transaction, (ii) the execution, delivery
and performance of any Document or (ii) the legality, validity, binding effect
or enforceability of any such Document.

              7.05 Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections; etc. (a) (i) The consolidated balance sheets of the
Borrower as at December 31, 1995 and December 31, 1996 and the related
statements of operations, stockholders' equity and cash flows of the Borrower
for the fiscal periods ended as of said dates, (ii) the 



                                      -41-
<PAGE>   48

consolidated balance sheets of Warehouse as at December 31, 1996 and the related
statements of income of Warehouse for the fiscal period ended as of said date
and (iii) the pro forma (after giving effect to the Transaction and the related
financing thereof) consolidated balance sheet of the Borrower as at the Initial
Borrowing Date, copies of all of which financial statements referred to in the
preceding clauses (i), (ii) and (iii) have heretofore been furnished to each
Bank, present fairly the financial position of the respective entities at the
dates of said statements and the results of operations for the period covered
thereby (or, in the case of the pro forma balance sheet, present a good faith
estimate of the pro forma financial condition of the Borrower and its
Subsidiaries (after giving effect to the Transaction) on a consolidated basis at
the date thereof). The annual financial statements of the Borrower have been
audited by KPMG Peat Marwick LLP, independent certified public accountants, who
delivered unqualified opinions with respect thereto. All such financial
statements have been prepared in accordance with generally accepted accounting
principles and practices consistently applied except to the extent provided in
the notes to said financial statements and with respect to interim financial
statements, subject to normal year-end adjustments. Since December 31, 1996,
there has been no material adverse change in the performance, business, assets,
nature of assets, liabilities, operations, properties, condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries as a whole.

              (b) On and as of the Initial Borrowing Date, on a pro forma basis
after giving effect to the Transaction and all other transactions contemplated
by the Documents and to all Indebtedness (including the Loans) being incurred in
connection with the Transaction, and Liens created, and to be created, by each
Credit Party in connection therewith: (a) the sum of the assets (including all
intangible assets), at a fair valuation, of each Credit Party will exceed its
debts; (b) no Credit Party has incurred or intends to, or believes that it will,
incur debts beyond its ability to pay such debts as such debts mature; and (c)
each Credit Party will have sufficient capital with which to conduct its
business. For purposes of this Section 7.05(b) "debt" means any liability on a
claim, and "claim" means (i) right to payment, whether or not such a right is
reduced to judgment, liquidated, un- liquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (ii)
right to an equitable remedy for breach of performance if such breach gives rise
to a payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.

              (c) Except as fully reflected in the financial statements and the
notes related thereto described in Section 7.05(a), there were as of the Initial
Borrowing Date (and after giving effect to the Transaction and the other
transactions contemplated hereby and by the Documents) no liabilities or
obligations with respect to the Borrower or any of its Subsidiaries of any
nature whatsoever (whether absolute, accrued, contingent or otherwise and
whether or not due) which, either individually or in aggregate, could reasonably
be expected to be material to the Borrower and its Subsidiaries taken as a
whole. As of the 



                                      -42-
<PAGE>   49

Initial Borrowing Date, neither the Borrower nor any of its Subsidiaries knows
of any basis for the assertion against the Borrower or any of its Subsidiaries
of any liability or obligation of any nature whatsoever that is not fully
reflected in the financial statements and the notes related thereto described in
Section 7.05(a) which, either individually or in the aggregate, could reasonably
be expected to be material to the Borrower and its Subsidiaries taken as a
whole. As of the Initial Borrowing Date (and after giving effect to the
Transaction), none of the Borrower or any of its Subsidiaries will have any
outstanding Indebtedness or preferred stock other than (i) the Loans, (ii) the
Seller Note and (iii) the Existing Indebtedness.

              (d) On and as of the Initial Borrowing Date, the Projections have
been prepared in good faith by the Borrower and there are no statements or
conclusions in any of the Projections which are based upon or include
information known to the Borrower to be misleading or which fail to take into
account material information regarding the matters reported therein. On the
Initial Borrowing Date, the Borrower believes on the basis of its good faith
estimates and assumptions that the Projections were reasonable and attainable
(although actual results may differ from the Projections and no representation
is made that the Projections will in fact be attained).

              7.06 Litigation. There are no actions, suits or proceedings
pending or, to the best knowledge of the Borrower, threatened (i) with respect
to any Document or the Transaction, or (ii) that are reasonably likely to
materially and adversely affect the performance, business, assets, nature of
assets, liabilities, operations, properties, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole.

              7.07 True and Complete Disclosure. All factual information (taken
as a whole) heretofore or contemporaneously furnished by or on behalf of the
Borrower or any Subsidiary of the Borrower in writing to any Bank (including,
without limitation, all information contained in the Documents) for purposes of
or in connection with this Agreement or any transaction contemplated herein is,
and all other such factual information (taken as a whole with all information
previously furnished) hereafter furnished by or on behalf of the Borrower or any
Subsidiary of the Borrower in writing to any Bank will be, true and accurate in
all material respects on the date as of which such information is dated or
certified and not incomplete by omitting to state any material fact.

              7.08 Use of Proceeds; Margin Regulations. (a) All proceeds of the
Term Loans incurred by the Borrower on the Initial Borrowing Date shall be used
to (i) finance the cash purchase price of the Acquisition, (ii) to repay the
Refinanced Indebtedness and (iii) to pay Transaction Fees and Expenses not to
exceed $3.0 million.

              (b) All proceeds of Revolving Loans incurred after the Initial
Borrowing Date shall be used by the Borrower for general corporate and working
capital purposes of the Borrower but shall not be permitted to be used to effect
Permitted Transactions.



                                      -43-
<PAGE>   50

              (c) All proceeds of Capital Expenditure Loans shall be used by the
Borrower only to effect Permitted Transactions; provided, that up to $3.5
million of Capital Expenditure Loans may be utilized for the purposes permitted
in clause (a) above.

              (d) No part of the proceeds of any Loan will be used to purchase
or carry any Margin Stock or to extend credit for the purpose of purchasing or
carrying any Margin Stock. Neither the making of any Loan nor the use of the
proceeds thereof nor the occurrence of any other Credit Event will violate or be
inconsistent with the provisions of Regulation G, T, U or X of the Board of
Governors of the Federal Reserve System.

              7.09 Tax Returns and Payments. Except as set forth on Schedule V,
each of the Borrower and its Subsidiaries has timely filed or caused to be
timely filed (including pursuant to any valid extensions of time for filing)
with the appropriate taxing authority, all returns, statements, forms and
reports for taxes (the "Returns") required to be filed by or with respect to the
income, properties or operations of the Borrower and/or any of its Subsidiaries.
The Returns accurately reflect in all material respects all liability for taxes
of the Borrower and its Subsidiaries for the periods covered thereby. Each of
the Borrower and each of its Subsidiaries have paid all material taxes
(including, without limitation, all federal payroll withholding taxes) payable
by them which have become due other than those contested in good faith and for
which adequate reserves have been established in accordance with generally
accepted accounting principles. There is no material action, suit, proceeding,
investigation, audit, or claim now pending or, to the best knowledge of the
Borrower or any of its Subsidiaries, threatened by any authority regarding any
taxes relating to the Borrower or any of its Subsidiaries. Except as set forth
on Schedule V, as of the Initial Borrowing Date, neither the Borrower nor any of
its Subsidiaries has entered into an agreement or waiver or been requested to
enter into an agreement or waiver extending any statute of limitations relating
to the payment or collection of a material amount of taxes of the Borrower or
any of its Subsidiaries, or is aware of any circumstances that would cause the
taxable years or other taxable periods of the Borrower or any of its
Subsidiaries not to be subject to the normally applicable statute of
limitations. Neither the Borrower nor any of its Subsidiaries has provided, with
respect to themselves or property held by them, any consent under Section 341 of
the Code. None of the Borrower or any of its Subsidiaries has incurred, or will
incur, any material tax liability in connection with the Transaction or any
other transactions contemplated hereby.

              7.10 Compliance with ERISA. Schedule VI sets forth each Plan; each
Plan (and each related trust, insurance contract or fund) is in substantial
compliance with its terms and with all applicable laws, including, without
limitation, ERISA and the Code; each Plan (and each related trust, if any) which
is intended to be qualified under Section 401(a) of the Code has received a
determination letter from the Internal Revenue Service to the effect that it
meets the requirements of Sections 401(a) and 501(a) of the Code; no Reportable
Event has occurred; no Plan which is a multiemployer plan (as defined in Sec-




                                      -44-
<PAGE>   51

tion 4001(a)(3) of ERISA) is insolvent or in reorganization; no Plan has an
Unfunded Current Liability; no Plan which is subject to Section 412 of the Code
or Section 302 of ERISA has an accumulated funding deficiency, within the
meaning of such sections of the Code or ERISA, or has applied for or received a
waiver of an accumulated funding deficiency or an extension of any amortization
period, within the meaning of Section 412 of the Code or Section 303 or 304 of
ERISA; all contributions required to be made with respect to a Plan have been
timely made unless the failure to make such a contribution would not result in a
material liability; neither the Borrower nor any Subsidiary of the Borrower nor
any ERISA Affiliate has incurred any material liability (including any indirect,
contingent or secondary liability) to or on account of a Plan pursuant to
Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of
ERISA or Section 401(a)(29), 4971 or 4975 of the Code or expects to incur any
such liability under any of the foregoing sections with respect to any Plan; no
condition exists which presents a material risk to the Borrower or any
Subsidiary of the Borrower or any ERISA Affiliate of incurring a liability to or
on account of a Plan pursuant to the foregoing provisions of ERISA and the Code;
no proceedings have been instituted to terminate or appoint a trustee to
administer any Plan which is subject to Title IV of ERISA; no action, suit,
proceeding, hearing, audit or investigation with respect to the administration,
operation or the investment of assets of any Plan (other than routine claims for
benefits) is pending, expected or threatened; using actuarial assumptions and
computation methods consistent with Part 1 of subtitle E of Title IV of ERISA,
there exist no liabilities of the Borrower, its Subsidiaries and/or its ERISA
Affiliates to all Plans which are multiemployer plans (as defined in Section
4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of the
close of the most recent fiscal year of each such Plan ended prior to the date
of the most recent Credit Event; each group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has covered
employees or former employees of the Borrower, any Subsidiary of the Borrower,
or any ERISA Affiliate has at all times been operated in material compliance
with the provisions of Part 6 of subtitle B of Title I of ERISA and Section
4980B of the Code and no material liability exists or could reasonably be
expected to arise as a result of any failure to so comply; no lien imposed under
the Code or ERISA on the assets of the Borrower or any Subsidiary of the
Borrower or any ERISA Affiliate exists or is likely to arise on account of any
Plan; and the Borrower and its Subsidiaries may cease contributions to or
terminate any employee benefit plan maintained by any of them without incurring
any material liability.

              7.11 Security Documents. (a) The provisions of the Security
Agreement are effective to create in favor of the Collateral Agent for the
benefit of the Secured Creditors a legal, valid and enforceable security
interest in all right, title and interest of the respective Credit Parties in
the Collateral described therein and the Collateral Agent, for the benefit of
the Secured Creditors, has a fully perfected Lien on, and security interest in,
all right, title and interest of the respective Credit Parties, in all of the
Collateral described therein, subject to no other Liens other than Permitted
Liens. The recordation of the 



                                      -45-
<PAGE>   52

Security Agreement in the United States Patent and Trademark Office, together
with filings on Form UCC-1 made pursuant to the Security Agreement, will be
effective under federal and state law to perfect the security interest granted
to the Collateral Agent in the trademarks and patents covered by the Security
Agreement and the filing of the Security Agreement with the United States
Copyright Office, together with filings on Form UCC- 1 made pursuant to the
Security Agreement, will be effective under federal and state law to perfect the
security interest granted to the Collateral Agent in the copyrights covered by
the Security Agreement. Each of the Credit Parties party to the Security
Agreement has good and merchantable title to all Collateral described therein,
free and clear of all Liens except those described above in this clause (a).

              (b) The security interests created in favor of the Collateral
Agent, as Pledgee for the benefit of the Secured Creditors, under the Pledge
Agreement constitute first perfected security interests in the Pledged
Securities described in the Pledge Agreement, subject to no security interests
of any other Person. No filings or recordings are required in order to perfect
(or maintain the perfection or priority of) the security interests created in
the Pledged Securities and the proceeds thereof under the Pledge Agreement.

              7.12 Representations and Warranties in Documents. All
representations and warranties set forth in the Documents are true and correct
in all material respects at the time as of which such representations and
warranties were made and on the Initial Borrowing Date.

              7.13 Properties. Each of the Borrower and its Subsidiaries has
good and merchantable title to all properties owned by them, including all
property reflected in the consolidated pro forma balance sheet (after giving
effect to the Transaction) referred to in Section 7.05(a) (except as sold or
otherwise disposed of since the date of such balance sheet in the ordinary
course of business or as permitted by Section 9.02), free and clear of all
Liens, other than (i) as referred to in the consolidated balance sheet or in the
notes thereto or in the pro forma balance sheet or (ii) otherwise permitted by
Section 9.01. Schedule III contains a true and complete list of each parcel of
Real Property owned or leased by the Borrower and each of its Subsidiaries on
the Initial Borrowing Date, all of which Real Property is leased.

              7.14 Capitalization. On the Initial Borrowing Date, after giving
effect to the Transaction, the authorized capital stock of the Borrower consists
of (i) 25,000,000 shares of common stock, $.001 par value per share ("Borrower
Common Stock"), 12,354,292 of which shares are issued and outstanding, and (ii)
1,000,000 shares of preferred stock, $.001 per share, none of which shares are
issued and outstanding. All of such outstanding shares have been duly and
validly issued, are fully paid and non-assessable and are free of preemptive
rights. Except as set forth in this Section and on Part A of Schedule VII, on
the Effective Date, neither the Borrower nor any of its Subsidiaries has


                                      -46-
<PAGE>   53

outstanding any securities convertible into or exchangeable for its capital
stock or outstanding any rights to subscribe for or to purchase, or any options
for the purchase of, or any agreements providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating to,
its capital stock.

              7.15 Subsidiaries. On the Initial Borrowing Date, the corporations
listed on Schedule VIII are the only Subsidiaries of the Borrower. Schedule VIII
correctly sets forth, as of the Initial Borrowing Date, the percentage ownership
(direct and indirect) of the Borrower in each class of capital stock of each of
its Subsidiaries and also identifies the direct owner thereof.

              7.16 Compliance with Statutes, etc. Each of the Borrower and its
Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including applicable statutes, regulations, orders and
restrictions relating to environmental standards and controls), except with
respect to each of the foregoing such noncompliance as could not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on
the performance, business, assets, nature of assets, liabilities, operations,
properties, condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole.

              7.17 Investment Company Act. None of the Borrower nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

              7.18 Public Utility Holding Company Act. None of the Borrower nor
any of its Subsidiaries is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company" within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

              7.19 Environmental Matters. (a) The Borrower and each of its
Subsidiaries have complied with, and on the date of such Credit Event are in
compliance with, in all respects, all applicable Environmental Laws and the
requirements of any permits issued under such Environmental Laws except such
noncompliances which, in the aggregate, could not reasonably be expected to have
a material adverse effect on the performance, business, assets, nature of
assets, liabilities, operations, properties, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole. There are no
past, pending or, to the best knowledge of the Borrower, threatened material
Environmental Claims against the Borrower or any of its Subsidiaries or any Real
Property currently owned or operated by the Borrower or any of its Subsidiaries.
There are no facts, circumstances, conditions or occurrences concerning the
business or operations of the Borrower



                                      -47-
<PAGE>   54

or any of its Subsidiaries or any Real Property owned or operated at any time by
the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower,
any property adjoining any such Real Property that could reasonably be expected
(i) to form the basis of an Environmental Claim against the Borrower or any of
its Subsidiaries or any Real Property owned or operated by the Borrower or any
of its Subsidiaries or (ii) to cause such Real Property to be subject to any
restrictions on the ownership, occupancy, use or transferability of such Real
Property under any Environmental Law except such Environmental Claims and
restrictions which individually or in the aggregate could not reasonably be
expected to have a material adverse effect on the performance, business, assets,
nature of assets, liabilities, operations, properties, condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

              (b) Neither the Borrower nor any of its Subsidiaries has, at any
time, generated, used, treated, stored, transported or released Hazardous
Materials on, to or from any Real Property at any time owned, leased or at any
time operated by the Borrower or any of its Subsidiaries.

              (c) There are not now and, to the best knowledge of the Borrower,
never have been any underground storage tanks located on any Real Property owned
or operated by the Borrower or any of its Subsidiaries.

              (d) No Real Property at any time owned or at any time operated by
the Borrower or any of it Subsidiaries is located on any site listed on, or
proposed in the Federal Register for listing on, the Superfund National
Priorities List, or listed on the Comprehensive Environmental Response
Compensation and Liability Information System or their state equivalents.

              7.20 Labor Relations. None of the Borrower nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected to have a material adverse effect on the Borrower and its Subsidiaries
taken as a whole. There is (i) no significant unfair labor practice complaint
pending against the Borrower or any of its Subsidiaries or, to the best
knowledge of the Borrower, threatened against any of them, before the National
Labor Relations Board, and no significant grievance or significant arbitration
proceeding arising out of or under any collective bargaining agreement is so
pending against the Borrower or any of its Subsidiaries or, to the best
knowledge of the Borrower, threatened against any of them, (ii) no significant
strike, labor dispute, slowdown or stoppage pending against the Borrower or any
of its Subsidiaries or, to the best knowledge of the Borrower, threatened
against the Borrower or any of its Subsidiaries, and (iii) no union
representation questions existing with respect to the employees of the Borrower
or any of its Subsidiaries.




                                      -48-
<PAGE>   55

              7.21 Patents, Licenses, Franchises and Formulas. (a) The Borrower,
together with its Subsidiaries, has a license to use or otherwise has the right
to use, free and clear of pending or threatened Liens, all the patents, patent
applications, trademarks, service marks, trade names, trade secrets, copyrights,
proprietary information, computer programs, data bases, licenses, franchises and
formulas, or rights with respect to the foregoing (collectively, "Intellectual
Property"), and has obtained all licenses and other rights of whatever nature,
necessary for the present conduct of its business, without any known conflict
with the rights of others which, or the failure to obtain which, as the case may
be, could reasonably be expected to have a material adverse effect on the
performance, business, assets, nature of assets, liabilities, operations,
properties, condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole.

              (b) The Borrower, together with its Subsidiaries, has the right to
practice under and use all Intellectual Property used in connection with the
Acquired Business which Warehouse had a right to practice under and use
immediately prior to the Transaction.

              (c) Neither the Borrower nor any of its Subsidiaries has knowledge
of any claim by any third party contesting the validity, enforceability, use or
ownership of the Intellectual Property (including the Intellectual Property used
in connection with the Acquired Business), or of any existing state of facts
that would support a claim that use by the Borrower or any of its Subsidiaries
of any such Intellectual Property has infringed or otherwise violated any
Intellectual Property right of any other Person and that to the best knowledge
of the Borrower and its Subsidiaries no claim is threatened except for such
claims that could not individually or in the aggregate reasonably be expected to
have a material adverse affect on the performance, business, assets, nature of
assets, liabilities, operations, properties, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole.

              7.22 Indebtedness. Schedule IX sets forth a true and complete list
of all Indebtedness (other than the Loans and the Seller Note) of the Borrower
and each of its Subsidiaries as of the Initial Borrowing Date after giving
effect to the Transaction and the other transactions contemplated hereby (the
"Existing Indebtedness"), in each case showing the aggregate amount thereof and
the name of the respective obligor and any other entity which directly or
indirectly guaranteed such debt. None of the Existing Indebtedness was incurred
in connection with, or in contemplation of, the Transaction or the other
transactions contemplated hereby.

              7.23 Restrictions on or Relating to Subsidiaries. There does not
exist any encumbrance or restriction on the ability of (i) any Subsidiary of the
Borrower to pay dividends or make any other distributions on its capital stock
or any other interest or participation in its profits owned by the IBorrower or
any Subsidiary of the Borrower, or to pay any Indebtedness owed to the Borrower
or a Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower to make
loans or advances to the Borrower or any of the Borrower's Subsidiaries or (iii)
any Subsidiary




                                      -49-
<PAGE>   56

of the Borrower to transfer any of its properties or assets to the Borrower or
any Subsidiary of the Borrower, except for such encumbrances or restrictions
existing under or by reason of (x) applicable law, (y) this Agreement and the
other Credit Documents or (z) customary provisions restricting subletting or
assignment of any lease governing a leasehold interest of the Borrower or a
Subsidiary of the Borrower.

              7.24 The Transaction. All aspects of the Transaction have been
effected in all material respects in accordance with the Documents and
applicable law. At the time of consummation thereof, all consents and approvals
of, and filings and registrations with, and all other actions in respect of, all
governmental agencies, authorities or instrumentalities required in order to
consummate the Transaction shall have been obtained, given, filed or taken and
are in full force and effect (or effective judicial relief with respect thereto
has been obtained). All applicable waiting periods with respect thereto have or,
prior to the time when required, will have, expired without, in all such cases,
any action being taken by any competent authority which restrains, prevents or
imposes material adverse conditions upon the consummation of the Transaction.
Additionally, at the time of consummation thereof, there does not exist any
judgment, order or injunction prohibiting or imposing material adverse
conditions upon the consummation of the Transaction.

              7.25 Concentration Account. Schedule IV sets forth a true and
complete description of the Concentration Account maintained with the
Concentration Account Bank by the Borrower and each of its Subsidiaries. Each
Credit Party represents and warrants that it does not now maintain, and will not
in the future maintain, any other Concentration Account with any Concentration
Account Bank other than the applicable Concentration Account; provided, however,
that each such Credit Party shall be permitted to establish new Concentration
Accounts pursuant to the terms of the Security Agreement.

              7.26 Material Contracts. All Material Contracts of the Borrower
and each of its Subsidiaries as of the Initial Borrowing Date are listed on
Schedule X.


              Section 8. Affirmative Covenants. The Borrower covenants and
agrees that on and after the Effective Date and until the Total Commitment and
all Letters of Credit have terminated and the Loans and Notes and Unpaid
Drawings, together with interest, Fees and all other Obligations incurred
hereunder and thereunder, are paid in full:

              8.01 Information Covenants. The Borrower will furnish to each
Bank:

              (a) Monthly Reports. Within 30 days after the end of each fiscal
       month other than the last such month of any fiscal quarter of the
       Borrower, the consolidated and consolidating statements of earnings for
       such month and for the



                                      -50-
<PAGE>   57

       elapsed portion of the fiscal year ended with the last day of such month,
       in each case setting forth comparative figures for the corresponding
       month and elapsed portion of such fiscal year for the prior fiscal year
       and comparable budgeted figures for such period and a detailed schedule
       of earnings statement expense items, all of which shall be certified by
       the chief financial officer or controller of the Borrower, subject to
       normal year-end audit adjustments.

              (b) Quarterly Financial Statements. Within 45 days after the close
       of each of the first three quarterly accounting periods in each fiscal
       year of the Borrower, the consolidated and consolidating balance sheets
       of the Borrower and its Subsidiaries as at the end of such quarterly
       period and the related consolidated and consolidating statements of
       earnings and stockholders' equity and statement of cash flows, in each
       case for such quarterly period and for the elapsed portion of the fiscal
       year ended with the last day of such quarterly period, setting forth
       comparative figures for the related periods in the prior fiscal year and
       comparable budgeted figures for such period as well as a management
       discussion and analysis of such results, and schedules detailing (w)
       components of purchases of net video cassette rental inventory including
       tape purchases for existing stores, tape purchases for new stores and the
       book value of previously viewed tapes which have been sold by the
       Borrower and its Subsidiaries, (x) Capital Expenditures other than
       Maintenance Capital Expenditures, (y) Maintenance Capital Expenditures
       and (z) aggregate expenditures for new store merchandise inventory, all
       of which shall be certified by the chief financial officer or controller
       of the Borrower, subject to normal year-end audit adjustments.

              (c) Annual Financial Statements. Within 90 days after the close of
       each fiscal year of the Borrower, (i) the consolidated and consolidating
       balance sheet of the Borrower and its Subsidiaries as at the end of such
       fiscal year and the related consolidated and consolidating statements of
       earnings and stockholders' equity and statement of cash flows for such
       fiscal year and setting forth comparative figures for the preceding
       fiscal year and comparable budgeted figures for such period and
       certified, (x) in the case of the consolidating statements, by the chief
       financial officer or controller of the Borrower and (y) in the case of
       the consolidated financial statements of the Borrower and its
       Subsidiaries, by KPMG Peat Marwick LLP or any of the "big six" or other
       independent certified public accountants of recognized national standing
       reasonably acceptable to the Required Banks, together with a signed
       opinion of such accounting firm (which opinion shall not be qualified as
       to the scope of the audit or the status of the Borrower or any Subsidiary
       as a going concern in any respect) stating that in the course of its
       regular audit of the financial statements of the Borrower which audit was
       conducted in accordance with generally accepted auditing standards, such
       accounting firm obtained no knowledge of any Default or Event of Default
       which has occurred and is continuing or, if in the


                                      -51-
<PAGE>   58

       opinion of such accounting firm such a Default or Event of Default has
       occurred and is continuing, a statement as to the nature thereof and (ii)
       schedules detailing (w) components of purchases of net video cassette
       rental inventory including tape purchases for existing stores, tape
       purchases for new stores and the book value of previously viewed tapes
       which have been sold by the Borrower and its Subsidiaries, (x) Capital
       Expenditures other than Maintenance Capital Expenditures, (y) Maintenance
       Capital Expenditures and (z) aggregate expenditures for new store
       merchandise inventory and (iii) management's discussions and analysis of
       the important operational financial developments during such fiscal year.

              (d) Management Letters. Within 5 Business Days after the receipt
       thereof by the Borrower or any of its Subsidiaries, a copy of any
       "management letter" received by the Borrower or any of its Subsidiaries
       from its certified public accountants.

              (e) Budgets. As soon as available but in no event later than 30
       days after the first day of each fiscal year of the Borrower, a budget
       for the Borrower and its Subsidiaries in form customarily prepared by the
       Borrower (including budgeted statements of earnings and sources and uses
       of cash and balance sheets and budgeted openings of new stores) prepared
       by the Borrower for each calendar month of such fiscal year prepared in
       reasonable detail with appropriate presentation and discussion of the
       principal assumptions upon which such budgets are based, accompanied by
       the statement of the chief financial officer or controller of the
       Borrower to the effect that, to the best of his knowledge, the budget is
       a reasonable estimate for the period covered thereby.

              (f) Officer's Certificates. At the time of the delivery of the
       financial statements provided for in Section 8.01(a), (b) and (c), a
       certificate of the chief financial officer or controller of the
       Borrower to the effect that no Default or Event of Default has occurred
       and is continuing or, if any Default or Event of Default has occurred
       and is continuing, specifying the nature and extent thereof, which
       certificate, (x) in the case of certificates delivered pursuant to
       Section 8.01(b) or (c), shall set forth the calculations required to
       establish whether the Borrower was in compliance with the provisions of
       Sections 3.03, 4.02, 8.15, 9.02, 9.05, 9.06 and 9.08 through 9.14,
       inclusive, at the end of such fiscal quarter or year, as the case may
       be and (y) in the case of certificates delivered pursuant to Section
       8.01(c), the amount of Excess Cash Flow for the relevant Excess Cash
       Flow Payment Period.

              (g) Notice of Default or Litigation. Promptly, and in any event
       within two Business Days after an officer of the Borrower or any of its
       Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of
       any event which constitutes a Default or Event of Default, (ii) any
       litigation or governmental investigation or 




                                      -52-
<PAGE>   59

       proceeding pending (x) against the Borrower or its Subsidiaries which
       could reasonably be expected to materially and adversely affect the
       performance, business, assets, nature of assets, liabilities, operations,
       properties, condition (financial or otherwise) or prospects of the
       Borrower and its Subsidiaries taken as a whole or (y) with respect to any
       Document and (iii) any other event which could reasonably be expected to
       materially and adversely affect the performance, business, assets, nature
       of assets, liabilities, operations, properties, condition (financial or
       otherwise) or prospects of the Borrower and its Subsidiaries taken as a
       whole.

              (h) Other Reports and Filings. Within 5 Business Days after the
       filing thereof, copies of any financial information, proxy materials and
       other information and reports, if any, which any Credit Party or any of
       its Subsidiaries (x) has filed with the Securities and Exchange
       Commission or any successor thereto (the "SEC") or (y) has delivered to
       holders of, or any agent or trustee with respect to, Indebtedness of any
       Credit Party or any of its Subsidiaries in its capacity as such a holder,
       agent, or trustee.

              (i) Environmental Matters. Promptly upon, and in any event
       within two Business Days after an officer of the Borrower or of any of
       its Subsidiaries obtains knowledge thereof, notice of any of the
       following environmental matters (i) any pending or threatened material
       Environmental Claim against the Borrower or any of its Subsidiaries or
       any Real Property owned or operated at any time by the Borrower or any
       of its Subsidiaries; (ii) any condition or occurrence on or arising from
       any Real Property owned or operated at any time by the Borrower or any
       of its Subsidiaries that (a) could reasonably be anticipated to result
       in a material noncompliance by the Borrower or any of its Subsidiaries
       with any material applicable Environmental Law, or (b) could reasonably
       be anticipated to form the basis of a material Environmental Claim
       against the Borrower or any of its Subsidiaries or any Real Property
       owned or operated by the Borrower or any of its Subsidiaries; (iii) any
       condition or occurrence on any Real Property owned or operated by the
       Borrower or any of its Subsidiaries that could reasonably be anticipated
       to cause such Real Property to be subject to any material restrictions
       on the ownership, occupancy, use or transferability of such Real
       Property under any Environmental Law; and (iv) the taking of any removal
       or remedial action in response to a material Release or material
       threatened Release or the actual or alleged presence of any Hazardous
       Material on or from any Real Property owned or operated at any time by
       the Borrower or any of its Subsidiaries in each case as required by any
       Environmental Law or any governmental or other administrative agency.
       All such notices shall describe in reasonable detail the nature of the
       claim, investigation, condition, occurrence or removal or remedial
       action and the Borrower or such Subsidiary's response thereto. In
       addition, the Borrower will provide the Banks with copies of all
       material communications with any government or governmental



                                      -53-
<PAGE>   60

       agency relating to material Environmental Claims, all material
       communications with any person relating to material Environmental Claims,
       and such detailed reports of any Environmental Claim in the possession of
       the Borrower as may reasonably be requested by the Required Banks.

              (j) Annual Meetings with Banks. Within 120 days after the close of
       each fiscal year of the Borrower, the Borrower shall, at the request of
       the Agent or Required Banks, hold a meeting (at a mutually agreeable
       location and time) with all Banks who choose to attend such meeting at
       which meeting shall be reviewed the financial results of the previous
       fiscal year and the financial condition of the Borrower and its
       Subsidiaries and the budgets presented for the current fiscal year of the
       Borrower and its Subsidiaries.

              (k) Other Information. From time to time, such other information
       or documents (financial or otherwise) with respect to any Credit Party or
       any of its Subsidiaries, as the Agent or the Required Banks may
       reasonably request.

              8.02 Books, Records and Inspections. The Borrower will, and will
cause each of its Subsidiaries to, keep proper books of record and account in
which full, true and correct entries, in conformity with United States generally
accepted accounting principles and all requirements of law, shall be made of all
dealings and transactions in relation to its business and activities. The
Borrower will, and will cause each of its Subsidiaries to, permit officers and
designated representatives of the Agent or any Bank to visit and inspect, under
guidance of officers of the Borrower or of such Subsidiary, any of the
properties of the Borrower or such Subsidiary, and to examine the books of
account of the Borrower or such Subsidiary and discuss the affairs, finances and
accounts of the Borrower or of such Subsidiary with, and be advised as to the
same by, its and their officers, all at such reasonable times and intervals and
to such reasonable extent as the Agent or such Bank may request. The Borrower
agrees to pay all reasonable out-of-pocket costs and expenses incurred by the
Agent in connection with any exercise of its rights pursuant to this Section
8.02.

              8.03 Maintenance of Property, Insurance. (a) Schedule II sets
forth a true and complete listing of all insurance maintained by the Borrower
and each of its Subsidiaries as of the Effective Date. The Borrower will, and
will cause each of its Subsidiaries to, (i) keep all material property useful
and necessary in its business in good working order and condition (ordinary wear
and tear excepted), (ii) maintain with financially sound and reput- able
insurance companies (A) at least $1 million of key-man life insurance on the
life of each of the chief executive officer and the chief financial officer of
the Borrower (it being understood and agreed that the Borrower shall obtain such
insurance within 30 days following the Initial Borrowing Date) and (B) liability
insurance and insurance on all its property in at least such amounts and against
at least such risks as are described on 



                                      -54-
<PAGE>   61

Schedule II and (iii) furnish to each Bank, upon written request, full
information as to the insurance carried. The provisions of this Section 8.03
shall be deemed to be supplemental to, but not duplicative of, the provisions of
any of the Security Documents that require the maintenance of insur- ance.

              (b) The Borrower will at all times keep, and will cause each of
its Subsidiaries to keep, its property insured in favor of the Collateral Agent,
and all policies (including mortgage policies) or certificates (or certified
copies thereof) with respect to such insurance (and any other insurance
maintained by the Borrower or its Subsidiaries (other than employee benefit
insurance)) (i) shall be endorsed to the Collateral Agent's satisfaction for the
benefit of the Collateral Agent (including, without limitation, by naming the
Collateral Agent as loss payee and naming the Collateral Agent, the Agent and
each Bank as an additional insured) with respect to Collateral, (ii) shall state
that such insurance policies shall not be cancelled or revised without 30 days'
prior written notice thereof by the respective insurer to the Collateral Agent
and (iii) shall be deposited with the Collateral Agent. If the Borrower or any
of its Subsidiaries shall fail to insure its property in accordance with this
Section 8.03, or if the Borrower or any of its Subsidiaries shall fail to
endorse and deposit all policies or certificates with respect thereto, the
Collateral Agent shall have the right (but shall be under no obligation) to
procure such insurance and the Borrower jointly and severally agrees, to
reimburse the Collateral Agent for all costs and expenses of procuring such
insurance.

              8.04 Corporate Franchises. The Borrower will do, and will cause
each of its Subsidiaries to do or cause to be done, all things necessary to
preserve and keep in full force and effect its existence and its rights,
franchises, licenses, patents and authority to do business; provided, however,
that nothing in this Section 8.04 shall prevent the withdrawal by the Borrower
or any Subsidiary of the Borrower of its qualification as a foreign corporation
in any jurisdiction where such withdrawal could not reasonably be expected to
have a material adverse effect on the performance, business, assets, nature of
assets, liabilities, properties, operations, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole.

              8.05 Compliance with Statutes, etc. The Borrower will, and will
cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property except such noncompliances as could
not, individually or in the aggregate, reasonably be expected to have a material
adverse effect on the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole.



                                      -55-
<PAGE>   62

              8.06 Compliance with Environmental Laws. (a) The Borrower will
comply, and will cause each of its Subsidiaries to comply, in all material
respects with all Environmental Laws applicable to the operation of its business
and the ownership or use of the Real Property now or hereafter owned or operated
by the Borrower and each of its Subsidiaries, will promptly pay or cause the
Borrower to pay all costs and expenses incurred in such compliance, and will
keep or cause to be kept all such Real Properties free and clear of any Liens
imposed pursuant to such Environmental Laws. Neither the Borrower nor any
Subsidiary of the Borrower will generate, use, treat, store, release or dispose
of, or permit the generation, use, treatment, storage, Release or disposal of
Hazardous Materials on any Real Property, or transport or permit the
transportation of Hazardous Materials to or from any Real Property, other than
in compliance in all material respects with applicable law.

              (b) At the request of the Agent or the Required Banks at any time
and from time to time during the existence of this Agreement: (i) if an Event of
Default exists under this Agreement, (ii) upon the reasonable belief by the
Agent that the Borrower or any of its Subsidiaries has breached any
representation or covenant herein with respect to any environmental matters and
such breach is continuing, or (iii) in the event notice is provided under
Section 8.01(i) herein, the Borrower will provide, at its sole cost and expense
(or will cause the relevant Subsidiary to provide at its sole cost and expense),
an environmental site assessment report reasonable in scope concerning any Real
Property of the Borrower or its Subsidiaries related thereto, prepared by an
environmental consulting firm reasonably approved by the Agent and the Required
Banks, indicating the presence or Release of Hazardous Materials on or from any
of the Real Property and the potential estimated cost of any removal or remedial
action in connection with any Hazardous Materials on such Real Property. If the
Borrower fails to provide the same after thirty days' notice, the Agent may
order the same, and the Borrower shall grant and hereby grants to the Agent and
the Banks and their agents access to such Real Property and specifically grants
the Agent and the Banks an irrevocable non-exclusive license, subject to the
rights of tenants, to undertake such an assessment all at the Borrower' expense,
which assessments, if obtained, will be provided to the Borrower.

              8.07 ERISA. As soon as possible and, in any event, within fifteen
(15) days after the Borrower, any Subsidiary of the Borrower or any ERISA
Affiliate knows or has reason to know of the occurrence of any of the following,
the Borrower will deliver to each of the Banks a certificate of the chief
financial officer of the Borrower setting forth the full details as to such
occurrence and the action, if any, that the Borrower, such Subsidiary or such
ERISA Affiliate is required or proposes to take, together with any notices
required or proposed to be given to or filed with or by the Borrower, the
Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or the Plan
administrator with respect thereto: that a Reportable Event has occurred (except
to the extent that the Borrower has previously delivered to the Banks a
certificate and notices (if any) concerning 



                                      -56-
<PAGE>   63

such event pursuant to the next clause hereof); that a contributing sponsor (as
defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA
is subject to the advance reporting requirement of PBGC Regulation Section
4043.61 (without regard to subparagraph (b)(1) thereof) and an event described
in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section
4043 is reasonably expected to occur with respect to such Plan within the
following 30 days; that an accumulated funding deficiency, within the meaning of
Section 412 of the Code or Section 302 of ERISA, has been incurred or an
application may be or has been made for a waiver or modification of the minimum
funding standard (including any required installment payments) or an extension
of any amortization period under Section 412 of the Code or Section 303 or 304
of ERISA with respect to a Plan; that any contribution required to be made with
respect to a Plan has not been timely made unless the failure to make such a
contribution would not result in a material liability; that a Plan has been or
may be terminated, reorganized, partitioned or declared insolvent under Title IV
of ERISA; that a Plan has an Unfunded Current Liability; that proceedings may be
or have been instituted to terminate or appoint a trustee to administer a Plan
which is subject to Title IV of ERISA; that a proceeding has been instituted
pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan;
that the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate will or
could reasonably be expected to incur any liability (including any indirect,
contingent, or secondary liability) to or on account of the termination of or
withdrawal from a Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212
of ERISA or with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980
of the Code or Section 409 or 502(i) or 502(l) of ERISA or will or may incur any
material liability with respect to a group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the
Code; or that the Borrower or any Subsidiary of the Borrower may incur any
material liability pursuant to any employee welfare benefit plan (as defined in
Section 3(1) of ERISA) that provides benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA) or any Plan.
The Borrower will deliver to each of the Banks (i) a complete copy of the annual
report (on Internal Revenue Service Form 5500-series) of each Plan (including,
to the extent required, the related financial and actuarial statements and
opinions and other supporting statements, certifications, schedules and
information) required to be filed with the Internal Revenue Service and (ii)
copies of any records, documents or other information that must be furnished to
the PBGC with respect to any Plan pursuant to Section 4010 of ERISA. In addition
to any certificates or notices delivered to the Banks pursuant to the first
sentence hereof, copies of annual reports and any records, documents or other
information required to be furnished to the PBGC, and any material notices
received by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate
with respect to any Plan shall be delivered to the Banks no later than fifteen
(15) days after the date such report has been filed with the Internal Revenue
Service or such records, documents and/or information has been furnished to the
PBGC or such notice has been received by the Borrower, the Subsidiary or the
ERISA Affiliate, as applicable.



                                      -57-
<PAGE>   64

              8.08 End of Fiscal Years; Fiscal Quarters. The Borrower will cause
its, and each of its Subsidiaries', fiscal years to end on December 31 and each
of its, and each of its Subsidiaries', first three fiscal quarters to end on
March 31, June 30 and September 30.

              8.09 Performance of Obligations. The Borrower will, and will cause
each of its Subsidiaries to, perform all of its obligations under the terms of
each mortgage, indenture, security agreement and other debt instrument by which
it is bound, except such non-performances as could not, individually or in the
aggregate, reasonably be expected to have a material adverse effect on the
performance, business, assets, nature of assets, liabilities, operations,
properties, condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole.

              8.10 Payment of Taxes. The Borrower will pay and discharge, and
will cause each of its Subsidiaries to pay and discharge, all taxes, assessments
and governmental charges or levies imposed upon it or upon its income or
profits, or upon any properties belonging to it, prior to the date on which
penalties would otherwise attach thereto, and all lawful claims which, if
unpaid, might become a lien or charge upon any properties of the Borrower or any
of its Subsidiaries; provided that neither the Borrower nor any of its
Subsidiaries shall be required to pay any such tax, assessment, charge, levy or
claim which is being contested in good faith and by proper proceedings if it has
maintained adequate reserves with respect thereto in accordance with generally
accepted accounting principles.

              8.11 Interest Rate Protection. The Borrower shall no later than 60
days following the Initial Borrowing Date enter into arrangements acceptable to
the Agent establishing a fixed or maximum interest rate acceptable to the Agent
for an aggregate notional amount of $30.0 million of Term Loans for a period of
at least three years.

              8.12 Use of Proceeds. All proceeds of the Loans shall be used as
provided in Section 7.08.

              8.13 UCC Searches. On or prior to the 60th day following the
Initial Borrowing Date, the Borrower shall, at the Agent's request, deliver to
the Agent (at the Borrower's own cost) copies of Request for Information or
Copies (UCC-11), or equivalent reports for the purpose of verifying that all
financing statements necessary or, in the opinion of the Collateral Agent
desirable, to perfect the security interests purported to be created by the
Security Agreement shall have been properly recorded and filed.

              8.14 Intellectual Property Rights. The Borrower will, and will
cause each of its Subsidiaries to, make all filings reasonably required in
connection with the transfer of the Intellectual Property rights in the
Acquisition. The Borrower will, and will cause each of its Subsidiaries to,
maintain in full force and effect all Intellectual Property rights 



                                      -58-
<PAGE>   65

necessary or appropriate to the business of the Borrower or any Subsidiary of
the Borrower and take no action (including, without limitation, the licensing of
Intellectual Property), or fail to take an action, as the case may be, in
connection with such Intellectual Property rights which could reasonably be
expected to result in a material adverse effect on the performance, business,
assets, nature of assets, liabilities, properties, operations, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken
as a whole. The Borrower will, and will cause each of its Subsidiaries to,
diligently prosecute all pending applications filed in connection with seeking
or seeking to perfect the Intellectual Property rights and take all other
reasonable actions necessary for the protection and maintenance of the
Intellectual Property rights necessary or appropriate to the business of the
Borrower or any Subsidiary of the Borrower at all times from and after the
Initial Borrowing Date.

              8.15 Permitted Acquisitions. (a) Subject to the remaining
provisions of this Section 8.15 applicable thereto and the requirements
contained in the definition of Permitted Acquisition, the Borrower and its
Subsidiaries may from time to time after the Initial Borrowing Date effect
Permitted Acquisitions, so long as with respect to each Permitted Acquisition:

              (i)    the Borrower demonstrates that no Default or Event of
       Default is in existence at the time of the consummation of such Permitted
       Acquisition or would exist after giving effect thereto and all
       representations and warranties contained herein and in the other Credit
       Documents shall be true and correct in all material respects with the
       same effect as though such representations and warranties were made on
       and as of the date of such Permitted Acquisition (both before and after
       giving effect thereto);

              (ii)   the Borrower shall have given the Agent and the Banks at
       least 15 days prior written notice of any Permitted Acquisition (each
       such notice, a "Permitted Acquisition Notice"), which notice shall (r)
       contain the estimated date such Permitted Acquisition is scheduled to be
       consummated, (s) attach a true and correct copy of the draft purchase
       agreement, letter of intent, description of material terms or similar
       agreement executed by the Borrower and the seller in connection with such
       Permitted Acquisition, (t) contain the estimated aggregate purchase price
       of such Permitted Acquisition (including, without limitation, the amount
       of Capitalized Lease Obligations assumed in connection with the Permitted
       Acquisition) and the amount of related costs and expenses and the
       intended method of financing thereof, (u) contain the estimated amount of
       Capital Expenditure Loans required to effect such Permitted Acquisition,
       (v) contain a description of any Permitted Earn-Out Debt to be incurred
       by the Borrower in connection with such Permitted Acquisition and the
       maximum potential liability of the Borrower with respect thereto and (w)
       contain a description of the Permitted Seller Notes, the Borrower Common


                                      -59-
<PAGE>   66

       Stock or Seller Preferred Stock to be issued by the Borrower in
       connection with such Permitted Acquisition; provided, however, in the
       event that after the delivery of the documentation described in clause
       (s) above, any material economic terms of the Permitted Acquisition shall
       be amended in any material respect, the Borrower shall promptly provide
       the Agent and the Banks written notice of such amendments;

              (iii)  the Borrower shall have given the Banks such other
       information related to the Person or business, division or product line
       being acquired and the Permitted Acquisition as the Agent shall
       reasonably request;

              (iv)   (I) as soon as available but not later than the date of the
       consummation of such Permitted Acquisition, a copy of the executed
       purchase agreement and all related agreements, schedules and exhibits
       with respect to such Permitted Acquisition and (II) at the time of
       delivery of the purchase agreement, a certification from the Borrower as
       to the purchase price for the acquisition (including, without limitation,
       the amount of Capitalized Lease Obligations assumed in connection with
       the Permitted Acquisition) and the estimated amount of all related costs,
       fees and expenses and that, except as described, there are no other
       amounts which will be payable in connection with the respective Permitted
       Acquisition;

              (v)    with respect to Permitted Acquisitions effected during any
       twelve-month period, the sum (without duplication) of (I) Capital
       Expenditure Loans incurred by the Borrower in connection with such
       Permitted Acquisitions, (II) the fair market value (as determined in good
       faith by the Board of Directors of the Borrower) of the Borrower Common
       Stock issued as consideration in such Permitted Acquisitions, (III) the
       aggregate amount (determined by using the face amount of the debt or the
       amount payable at maturity, whichever is greater) of Permitted Seller
       Notes issued by the Borrower in connection with such Permitted
       Acquisitions, (IV) the maximum potential liability of the Borrower with
       respect to the Permitted Earn-Out Debt issued in connection with such
       Permitted Acquisitions, (V) the aggregate liquidation preference of
       Seller Preferred Stock issued by the Borrower in connection with such
       Permitted Acquisitions, (VI) the amount of Capitalized Lease Obligations
       assumed in connection with such Permitted Acquisitions and (VII) cash
       paid by the Borrower in connection with such Permitted Acquisition, shall
       not exceed $15,000,000 during such rolling twelve-month period with the
       first such period commencing on the Initial Borrowing Date;

              (vi)   with respect to each Permitted Acquisition, the sum
       (without duplication) of (I) Capital Expenditure Loans incurred by the
       Borrower in connection with any such Permitted Acquisition, (II) the fair
       market value (as determined in good faith by the Board of Directors of
       the Borrower) of the Borrower Common Stock issued as consideration in
       such Permitted Acquisition, (III) the aggregate amount




                                      -60-
<PAGE>   67

       (determined by using the face amount of the debt or the amount payable at
       maturity, whichever is greater) of Permitted Seller Notes issued by the
       Borrower in connection with such Permitted Acquisition, (IV) the maximum
       potential liability of the Borrower with respect to all Permitted
       Earn-Out Debt issued in connection with such Permitted Acquisition, (V)
       the aggregate liquidation preference of Seller Preferred Stock issued by
       the Borrower in connection with such Permitted Acquisition, (VI) the
       amount of Capitalized Lease Obligations assumed in connection with such
       Permitted Acquisition and (VII) cash paid by the Borrower in connection
       with such Permitted Acquisition, shall not exceed $5,000,000;

              (vii)  calculations are made by the Borrower of the Consolidated
       EBITDA of the Person or business, division or product line being acquired
       pursuant to the respective Permitted Acquisition (determined in
       accordance with the definition of Consolidated EBITDA contained herein,
       but treating references therein and in any other defined terms used in
       determining Consolidated EBITDA to "the Borrower" to instead be
       references to the Person or business, division or product line being
       acquired pursuant to the respective Permitted Acquisition), and the
       amount thereof shall exceed $50,000 for the relevant Calculation Period;
       provided, however, in the case of calculations based on unaudited
       financial statements, the Agent shall be reasonably satisfied that the
       Consolidated EBITDA of such Person or business, division or product line
       being acquired pursuant to the respective Permitted Acquisition exceeds
       $50,000 for the Calculation Period;

              (viii) the Agent shall be satisfied in its reasonable discretion
       that the proposed Permitted Acquisition will not reasonably likely result
       in materially increased liabilities (contingent or otherwise) of the
       Borrower or any of its Subsidiaries other than Permitted Seller Notes,
       Permitted Earn-Out Debt and Capitalized Lease Obligations incurred in
       accordance with the provisions of this Agreement (including, without
       limitation, tax, ERISA or environmental liabilities);

              (ix)   recalculations are made by the Borrower of compliance with
       the covenants contained in Sections 9.09 through 9.14, inclusive, for the
       Calculation Period on a Pro Forma Basis, and such recalculations shall
       show that all such covenants would have been complied with throughout the
       Calculation Period on a Pro Forma Basis;

              (x)    the Borrower in good faith believes, based on calculations
       made by the Borrower, on a Pro Forma Basis, (as if the Calculation Period
       were the one-year period following the date of the consummation of the
       respective Permitted Acquisition) that the financial covenants contained
       in such Sections 9.09 through 9.14, inclusive, will continue to be met
       for the one year period following the date of the consummation of the
       respective Permitted Acquisition;





                                      -61-
<PAGE>   68

              (xi)   3 Business Days prior to the consummation of the respective
       Permitted Acquisition, the Borrower shall furnish the Agent and the Banks
       an officer's certificate executed by the chief financial officer of the
       Borrower, certifying as to compliance with the requirements of preceding
       clauses (i) through (x) and containing the calculations required by
       preceding clauses (v) through (vii), inclusive, and clauses (ix) and (x);

provided that notwithstanding anything to the contrary contained in this Section
8.15(a), if at the time of, and after giving effect to, any Permitted
Acquisition, the aggregate consideration paid in connection with such Permitted
Acquisition and all other Permitted Acquisitions effected during the
twelve-month period prior to the consummation of such Permitted Acquisition, is
less than $5,000,000, the Borrower shall not be required to comply with the
requirements of Section 8.15(a)(ii) and (iv), and the officer's certificate
delivered pursuant to clause (xi) above shall contain a certification only as to
compliance with the requirements of preceding clauses (i), (iii), (vi) (for
purposes of such clause, as if such clause applied to all Permitted Acquisitions
effected during such twelve-month period), (vii), (viii) and (x), and shall
include the calculations required by preceding clauses (vi) (as modified above),
(vii), (viii) and (x). The consummation of each Permitted Acquisition shall be
deemed to be a representation and warranty by the Borrower that all conditions
thereto have been satisfied and that same is permitted in accordance with the
terms of this Agreement, which representation and warranty shall be deemed to be
a representation and warranty for all purposes hereunder, including, without
limitation, Sections 7 and 10.

              (b) At the time of each Permitted Acquisition involving the
creation or acquisition of a Subsidiary, not less than 100% of the capital stock
of such Subsidiary shall be directly owned by the Borrower or a Guarantor and
100% of such capital stock owned by the Borrower or Guarantor shall be pledged
for the benefit of the Secured Creditors pursuant to the Pledge Agreement or
pursuant to a similar agreement satisfactory to the Agent.

              (c) The Borrower shall cause any Subsidiary which is formed to
effect, or is acquired pursuant to, a Permitted Acquisition to execute and
deliver, prior to or on the date of the respective Permitted Acquisition, the
Subsidiaries Guaranty (or by an amendment thereto pursuant to which it shall be
a party thereto) or a substantially similar guaranty, in either case with the
documentation to be in form and substance satisfactory to the Agent.

              (d) The Borrower shall on the date of a Permitted Acquisition, in
the case of Permitted Acquisitions involving the acquisition of assets by the
Borrower, or, in the case of an acquisition by the respective Subsidiary, shall
cause the respective Subsidiary to, grant to the Collateral Agent, for the
benefit of the Secured Creditors, first priority



                                      -62-
<PAGE>   69

perfected security interests in all property of the Borrower or such
Subsidiaries acquired in connection with the Permitted Acquisition and to take,
or cause such Subsidiary to take, all actions requested by the Agent or the
Required Banks (including, without limitation, the obtaining of UCC-11's and the
filing of UCC-1's) in connection with the granting of such security interests.
All security interests required to be granted pursuant to this Section 8.15(d)
shall be granted pursuant to such security documentation (which shall be
substantially similar to the analogous Security Documents already executed and
satisfactory in form and substance to the Agent) and shall (except as otherwise
consented to by the Agent and the Required Banks) constitute valid and
enforceable perfected security interests prior to the rights of all third
Persons and subject to no other Liens except such Liens as are permitted by
Section 7.01. The security documents and other instruments related thereto shall
be duly recorded or filed in such manner and in such places as are required by
law to establish, perfect, preserve and protect the Liens, in favor of the
Collateral Agent for the benefit of the Secured Creditors, required to be
granted pursuant to the respective Additional Security Documents and all taxes,
fees and other charges payable in connection therewith shall be paid in full by
the Borrower. At the time of the execution and delivery of Additional Security
Documents, the Borrower shall cause to be delivered to the Collateral Agent such
opinions of counsel, environmental appraisals and other related documents as may
be reasonably requested by the Collateral Agent or the Required Banks to assure
themselves that this Section 8.15(d) has been complied with. All actions
required to be taken by this Section 8.15(d) with respect to the Additional
Collateral shall be completed no later than the date on which the Permitted
Acquisition is effected.

              8.16 Registry. The Borrower hereby designates the Agent to serve
as its agent, solely for purposes of this Section 8.16, to maintain a register
(the "Register") on which it will record the Commitments from time to time of
each of the Banks, the Loans made by each of the Banks and each repayment in
respect of the principal amount of the Loans of each Bank. Failure to make any
such recordation, or any error in such recordation shall not affect the
Borrower's obligations in respect of such Loans. With respect to any Bank, the
transfer of the Commitments of such Bank and the rights to the principal of, and
interest on, any Loan made pursuant to such Commitments shall not be effective
until such transfer is recorded on the Register maintained by the Agent with
respect to ownership of such Commitments and Loans and prior to such recordation
all amounts owing to the transferor with respect to such Commitments and Loans
shall remain owing to the transferor. The registration of an assignment or
transfer of all or part of any Commitments and Loans shall be recorded by the
Agent on the Register only upon the acceptance by the Agent of a properly
executed and delivered assignment and assumption agreement pursuant to Section
13.04(b). Coincident with the delivery of such an assignment and assumption
agreement to the Agent for acceptance and registration of assignment or transfer
of all or part of a Loan, or as soon thereafter as practicable, the assigning or
transferor Bank shall surrender the Note evidencing such Loan, and thereupon one
or more new Notes in the same aggregate principal amount shall be issued to the
assigning or transferor Bank and/or



                                      -63-
<PAGE>   70

the new Bank. The Borrower agrees to indemnify the Agent from and against any
and all losses, claims, damages and liabilities of whatsoever nature which may
be imposed on, asserted against or incurred by the Agent in performing its
duties under this Section 8.16.

              8.17 Further Actions. (a) Each Credit Party shall grant to the
Collateral Agent, for the benefit of the Secured Creditors, at the request of
the Agent or the Required Banks, at any time, a security interest in any Real
Property (other than Leaseholds) or vehicles (to the extent the aggregate fair
market value of such vehicles exceeds $100,000) owned by any such Credit Party
and any other assets of such Credit Party and not already subject to a Security
Document and shall take all actions requested by the Agent or the Required Banks
(including, without limitation, the obtaining of mortgage policies, title
surveys and real estate appraisals satisfying the requirements of all applicable
laws) in connection with the granting of such security interest.

              (b) The security interests required to be granted pursuant to
clause (a) above shall be granted pursuant to mortgages, deeds of trust and
security agreements, in each case satisfactory in form and substance to the
Agent and the Required Banks, which mortgages and security agreements shall
create valid and enforceable perfected security interests prior to the rights of
all third Persons and subject to no other Liens except such Liens as are
permitted by Section 9.01. The mortgages and other instruments related thereto
and security agreements shall be duly recorded or filed in such manner and in
such places and at such times as are required by law to establish, perfect,
preserve and protect the Liens, in favor of the Collateral Agent for the benefit
of the Secured Creditors, required to be granted pursuant to such documents and
all taxes, fees and other charges payable in connection therewith shall be paid
in full by the Borrower. At the time of the execution and delivery of the
Additional Security Documents, the Borrower shall cause to be delivered to the
Collateral Agent such opinions of counsel, mortgage policies, title surveys,
real estate appraisals, certificates of title and other related documents as may
be reasonably requested by the Agent or the Required Banks to assure themselves
that this Section 8.17 has been complied with.

              (c) The Borrower shall, and shall cause each of its Subsidiaries
to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver
to the Collateral Agent from time to time such vouchers, invoices, schedules,
confirmatory assignments, conveyances, financing statements, transfer
endorsements, powers of attorney, certificates, reports and other assurances or
instruments and take such further steps relating to perfecting the security
interest of the Secured Creditors in the Collateral as the Collateral Agent may
reasonably require. Furthermore, at the time of any request by the Agent or the
Required Banks pursuant to this clause (c) or preceding clauses (a) or (b), the
Borrower shall cause to be delivered to the Collateral Agent such opinions of
counsel and other documents as may be reasonably requested by the Agent or the
Required Banks to assure themselves that this Section 8.17 has been complied
with.



                                      -64-
<PAGE>   71

              (d) At any time and from time to time to the extent that the
Banks, the Agent or the Collateral Agent request, in order to fulfill the
requirements of any applicable statute, regulation or order of any governmental
body, to preserve, protect, enforce or realize upon the security interests
granted to the Secured Creditors pursuant to the Security Documents, each Credit
Party will, and will cause each of its Subsidiaries to, cooperate with and
promptly take all actions reasonably necessary to assist the Banks, the Agent
and the Collateral Agent, including, without limitation, to make, execute,
acknowledge, file and/or deliver to the Banks, the Agent or the Collateral
Agent, as the case may be, such information, documents, certificates, reports
and other assurances or instruments, which the Banks, the Agent or the
Collateral Agent, as the case may be, deems reasonably appropriate or advisable
to comply with such statutes, regulations or orders so as to preserve, protect,
enforce or realize upon such security interests granted to the Secured
Creditors.

              (e) Each Credit Party agrees that each action required by Section
8.17(a), (b), (c), or (d) shall be completed within 60 days of the date such
action is requested to be taken.

              8.18 Concentration Account. On or prior to the 30th day after the
Initial Borrowing Date, the Borrower shall, and shall have caused each of its
Subsidiaries to, have duly authorized, executed and delivered a Concentration
Account Consent Letter in the form of Annex J to the Security Agreement with
such changes, if any, as may be approved by the Collateral Agent (as modified,
amended or supplemented from time to time in accordance with the terms thereof
and hereof, a "Concentration Account Consent Letter") with the Collateral Agent
and the Concentration Account Bank, acknowledging that the Concentration Account
listed on Schedule IV and maintained at the Concentration Account Bank is under
the exclusive dominion and control of the Collateral Agent and that all moneys,
instruments and other securities deposited in such Concentration Account are to
be held by the Concentration Account Bank for the benefit of the Collateral
Agent. Each Credit Party represents and warrants that it does not now maintain,
and will not in the future maintain, any other Concentration Account with any
Concentration Account Bank other than the applicable Concentration Account;
provided, however, that each such Credit Party shall be permitted to establish
new Concentration Accounts pursuant to the terms of the Security Agreement.

              8.19 Ownership of Subsidiaries. The Borrower shall at all times
own directly or through one or more of its Wholly-Owned Subsidiaries, 100% of
the capital stock of each of its Subsidiaries.


              Section 9. Negative Covenants. The Borrower hereby covenants that
on and after the Effective Date and until the Total Commitment and all Letters
of Credit have 



                                      -65-
<PAGE>   72

terminated and the Loans and Notes and all Unpaid Drawings, together with
interest, Fees and all other Obligations incurred hereunder and thereunder, are
paid in full:

              9.01   Liens. The Borrower will not, and will not permit any of 
its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or
with respect to any property or assets (real or personal, tangible or
intangible) of the Borrower or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such
property or assets (including sales of accounts receivable with recourse to the
Borrower or any of its Subsidiaries), or assign any right to receive income or
permit the filing of any financing statement under the UCC or any other similar
notice of Lien under any similar recording or notice statute; provided that the
provisions of this Section 9.01 shall not prevent the Borrower or any of its
Subsidiaries from creating, incurring, assuming or permitting the existence of
the following (liens described below are herein referred to as "Permitted
Liens"):

              (i)    inchoate Liens with respect to the Borrower or any of its
       Subsidiaries for taxes not yet due or Liens for taxes being contested in
       good faith and by appropriate proceedings for which adequate reserves
       have been established in accordance with generally accepted accounting
       principles;

              (ii)   unperfected Liens in respect of property or assets of the
       Borrower or any of its Subsidiaries imposed by law, which were incurred
       in the ordinary course of business and do not secure Indebtedness for
       borrowed money, such as carriers', warehousemen's, materialmen's,
       mechanics' and landlords' liens and other similar Liens arising in the
       ordinary course of business, and (x) which do not in the aggregate
       materially detract from the value of the Borrower's or any of its
       Subsidiaries' property or assets or materially impair the use thereof in
       the operation of the business of the Borrower or its Subsidiaries or (y)
       which are being contested in good faith by appropriate proceedings, which
       proceedings have the effect of preventing the forfeiture or sale of the
       property or assets subject to any such Lien;

              (iii)  Liens of the Borrower or its Subsidiaries in existence on
       the Effective Date which are listed, and the property subject thereto
       described, on Schedule XI, but only to the respective date, if any, set
       forth in such Schedule XI for the removal and termination of any such
       Liens;

              (iv)   Liens created pursuant to the Security Documents;

              (v)    easements, rights-of-way, restrictions, encroachments and
       other similar charges or encumbrances on the property of the Borrower or
       any of its



                                      -66-
<PAGE>   73

       Subsidiaries arising in the ordinary course of business and not
       materially interfering with the conduct of the business of the Borrower
       or any of its Subsidiaries;

              (vi)   Liens on property of the Borrower and its Subsidiaries
       subject to, and securing only, Capitalized Lease Obligations to the
       extent such Capitalized Lease Obligations are permitted by Section
       9.05(iii); provided that such Liens only serve to secure the payment of
       Indebtedness arising under such Capitalized Lease Obligation and the Lien
       encumbering the asset giving rise to the Capitalized Lease Obligation
       does not encumber any other asset of the Borrower or any of its
       Subsidiaries;

              (vii)  Liens (other than any Lien imposed by ERISA) on property of
       the Borrower or any of its Subsidiaries incurred or deposits made in the
       ordinary course of business in connection with (x) workers' compensation,
       unemployment insurance and other types of social security or (y) to
       secure the performance of tenders, statutory obligations, surety and
       appeal bonds, bids, leases, government contracts, trade contracts,
       performance and return-of-money bonds and other similar obligations
       (exclusive of obligations for the payment of borrowed money); provided
       that the aggregate amount of cash and the fair market value of the
       property encumbered by Liens described in this clause (vii) shall not
       exceed $100,000;

              (viii) Liens placed upon equipment or machinery used in the
       ordinary course of the business of the Borrower or any of its
       Subsidiaries within 60 days following the time of purchase thereof by the
       Borrower or any of its Subsidiaries to secure Indebtedness representing
       the purchase price thereof, provided that (x) the Indebtedness secured by
       Liens permitted by this clause (viii) is permitted under Section
       9.05(iii), (y) in all events, the Lien encumbering the equipment or
       machinery so acquired does not encumber any other asset of the Borrower
       or any of its Subsidiaries and (z) Indebtedness secured by any Lien does
       not exceed 100% of the lesser of the fair market value or the purchase
       price of the equipment or machinery being purchased;

              (ix)   Liens arising from precautionary UCC-1 financing statement
       filings regarding operating leases entered into by the Borrower or any of
       its Subsidiaries in the ordinary course of business;

              (x)    inchoate Liens (where there has been no execution or levy
       and no pledge or delivery of collateral) arising from and out of
       judgments or decrees in existence at such time not constituting an Event
       of Default; and


                                      -67-
<PAGE>   74

              (xi)   additional Liens incurred by the Borrower and its
       Subsidiaries so long as the value of the property subject to such Liens,
       and the Indebtedness and other obligations secured thereby, do not exceed
       $100,000.

              9.02   Consolidation, Merger, Purchase or Sale of Assets, etc. The
Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of all or any part of
its property or assets, or enter into any partnerships, joint ventures or
sale-leaseback transactions, or purchase or otherwise acquire (in one or a
series of related transactions) any part of the property or assets (other than
purchases or other acquisitions by the Borrower or any of its Subsidiaries of
inventory, materials and equipment in the ordinary course of business) of any
Person (or agree to do any of the foregoing at any future time), except that:

              (i)    Capital Expenditures by the Borrower and its Subsidiaries
       shall be permitted to the extent not in violation of Section 9.08;

              (ii)   each of the Borrower and its Subsidiaries may lease (as
       lessee) real or personal property in the ordinary course of business to
       the extent permitted by Section 9.04 (so long as such lease does not
       create Capitalized Lease Obligations);

              (iii)  investments may be made to the extent permitted by
       Section 9.06;

              (iv)   the Transaction shall be permitted as contemplated by the
       Documents;

              (v)    the Borrower may effect Permitted Acquisitions in
       accordance with the requirements of Section 8.15;

              (vi)   each of the Borrowers and its Subsidiaries may make sales
       of inventory in the ordinary course of business;

              (vii)  the Borrower may sell assets so long as the aggregate
       amount of Net Sales Proceeds received from such sales does not exceed
       $50,000 in the aggregate in any fiscal year;

              (viii) the Borrower may effect Permitted Sale- Leaseback
       Transactions in accordance with the definition thereof;

              (ix)   any Subsidiary Guarantor may be merged with and into, or be
       dissolved or liquidated into, or transfer any of its assets to, the
       Borrower or any other Subsidiary Guarantor so long as the security
       interests granted to the Collateral




                                      -68-
<PAGE>   75

       Agent for the benefit of the Secured Creditors pursuant to the Security
       Documents in the assets of such Subsidiary Guarantor shall remain in full
       force and effect and perfected (to at least the same extent as in effect
       immediately prior to such merger, dissolution, liquidation or transfer),
       provided that no Subsidiary which has effected a Permitted Store
       Development may, prior to the consummation of the Permitted Sale-
       Leaseback Transaction contemplated thereby, merge with or be dissolved or
       liquidated into, or transfer any of its assets to, the Borrower;

              (x)    the Borrower and its Subsidiaries may transfer patents,
       trademarks, copyrights and know-how to the Intellectual Property
       Subsidiary, so long as the security interests granted to the Collateral
       Agent for the benefit of the Secured Creditors pursuant to the Security
       Documents in the assets so transferred shall remain in full force and
       effect and perfected (to at least the same extent as in effect
       immediately prior to such transfer);

              (xi)   the Borrower and its Subsidiaries may license, as licensee,
       from the Intellectual Property Subsidiary and the Intellectual Property
       Subsidiary may license, as licensor, to the Borrower and its Subsidiaries
       patents, trademarks, copyrights and know-how in the ordinary course of
       business;

              (xii)  the Borrower and its Subsidiaries may sell motor vehicles
       so long as the aggregate amount of Net Sales Proceeds received from such
       sales does not exceed $150,000; and

              (xiii) the Borrower may effect the Designated Real Property Sale.

To the extent the Required Banks waive the provisions of this Section 9.02 with
respect to the sale of any Collateral (to the extent the Required Banks are
permitted to waive such provisions in accordance with Section 13.12), or any
Collateral is sold as permitted by this Section 9.02, such Collateral shall be
sold free and clear of the Liens created by the Security Documents, and the
Agent and Collateral Agent shall be authorized to take any actions deemed
appropriate in order to effect the foregoing.

              9.03 Dividends. The Borrower will not, nor will the Borrower
permit any of its Subsidiaries to, declare or pay any Dividends with respect to
the Borrower or any of its Subsidiaries, except that any Subsidiary of the
Borrower may pay Dividends to the Borrower or any Wholly- Owned Subsidiary of
the Borrower.

              9.04 Concentration Account. The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly, open, maintain or
otherwise have any checking, savings or other deposit accounts at any bank or
other financial institution where cash or Cash Equivalents is or may be
deposited or maintained with any Person, other than 



                                      -69-
<PAGE>   76

(i) the bank deposit accounts listed on Schedule IV hereto and (ii) the
Concentration Account.

              9.05 Indebtedness. The Borrower will not, and will not permit any
of its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

              (i)    Indebtedness incurred pursuant to this Agreement and the
       other Credit Documents;

              (ii)   Indebtedness of the Borrower under any Interest Rate
       Protection or Other Hedging Agreement or under any similar type of
       agreement to the extent same is entered into to satisfy the requirements
       of Section 8.11;

              (iii)  Indebtedness of the Borrower and its Subsidiaries evidenced
       by Capitalized Lease Obligations to the extent permitted pursuant to
       Section 9.08 and purchase money Indebtedness of the Borrower and its
       Subsidiaries secured by Liens permitted under Section 9.01(viii);
       provided that the aggregate amount of Indebtedness evidenced by
       Capitalized Lease Obligations under all Capital Leases and the aggregate
       amount of such purchase money Indebtedness outstanding under this clause
       (iii) at any one time shall not exceed $1,000,000;

              (iv)   Existing Indebtedness of the Borrower listed on Schedule IX
       but without giving effect to any refinancings, renewals or increases in
       the principal amount thereof;

              (v)    Indebtedness of the Borrower incurred under the Seller Note
       in an aggregate principal amount not to exceed $2,000,000 (as reduced by
       any repayments of principal thereof);

              (vi)   Indebtedness of the Borrower evidenced by Permitted Seller
       Notes or constituting Permitted Earn- Out Debt issued in accordance with
       the requirements of Section 8.15; and

              (vii)  Indebtedness constituting Intercompany Loans to the extent
       permitted by Section 9.06(xi).

              9.06 Advances, Investments and Loans. The Borrower will not, and
will not permit any of its Subsidiaries to, directly or indirectly lend money or
credit or make advances to any Person, or purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, any other Person, or purchase or own a futures contract or
otherwise become liable for the purchase or sale of currency or 



                                      -70-
<PAGE>   77

other commodities at a future date in the nature of a futures contract, or hold
any cash or Cash Equivalents, except that the following shall be permitted:

              (i)    the Borrower and its Subsidiaries may acquire and hold
       receivables owing to any of them, if created or acquired in the ordinary
       course of business and payable or dischargeable in accordance with
       customary terms;

              (ii)   the Borrower and its Subsidiaries may acquire and hold cash
       and Cash Equivalents; provided that all cash or Cash Equivalents of the
       Borrower and its Subsidiaries shall be held on and after the date hereof
       in the Concentration Account in accordance with the terms of the
       Concentration Account Consent Letter; provided, however, the Borrower and
       its Subsidiaries may acquire and hold cash and Cash Equivalents not in
       the Concentration Account so long as no later than the close of business
       on the last Business Day of each week the Minimum Weekly Sweep Amount is
       transferred by the Borrower or the applicable Subsidiary into the
       Concentration Account; provided further, that at any time that any
       Revolving Loans or any Capital Expenditure Loans (at any time prior to
       the Capital Expenditure Loan Conversion Date) are outstanding, the
       aggregate amount of cash and Cash Equivalents permitted to be held by the
       Borrower and its Subsidiaries (excluding uncollected funds) shall not
       exceed $1,500,000 plus the Maximum Weekly Hold Amount for any period of
       five consecutive Business Days;

              (iii)  the Borrower may enter into Interest Rate Protection
       Agreements to the extent such is entered into to satisfy the requirements
       of Section 8.11;

              (iv)   the Borrower and its Subsidiaries may make Capital
       Expenditures to the extent permitted by Section 9.08;

              (v)    the Transaction shall be permitted in accordance with 
       the provisions of Section 5;

              (vi)   the Borrower and its Subsidiaries may endorse negotiable
       instruments for collection in the ordinary course of business;

              (vii)  the Borrower and its Subsidiaries may make loans and
       advances in the ordinary course of business consistent with past
       practices to their respective employees for moving, travel and emergency
       expenses and other similar expenses, so long as the aggregate principal
       amount thereof at any one time outstanding (determined without regard to
       any write-downs or write-offs of such loans and advances) shall not
       exceed $100,000;



                                      -71-
<PAGE>   78

              (viii) the Borrower may effect Permitted Acquisitions in
       accordance with the requirements of Section 8.15;

              (ix)   the Borrower and its Subsidiaries may make investments in
       the Intellectual Property Subsidiary in the form of the transfer of their
       respective trademarks, patents, copyrights and know-how permitted to be
       transferred pursuant to Section 9.02(x);

              (x)    a newly-formed Subsidiary of the Borrower may effect
       Permitted Store Developments, so long as (x) the aggregate investment
       with respect to any one store in connection with any such Permitted Store
       Development shall not exceed $1,200,000 at any one time outstanding
       (determined without regard to any write-downs, write-offs or losses) and
       (y) the aggregate investment with respect to all such Permitted Store
       Developments shall not exceed $3,600,000 at any one time outstanding
       (determined without regard to any write-downs, write-offs or losses); and

              (xi)   the Borrower may make intercompany loans and advances to a
       newly-formed Subsidiary of the Borrower (collectively, "Intercompany
       Loans"), provided, that (x) each Intercompany Loan shall be evidenced by
       an Intercompany Note, (y) each such Intercompany Note shall be pledged to
       the Collateral Agent pursuant to the Pledge Agreement and (z) the
       proceeds of such Intercompany Loans are used by such newly-formed
       Subsidiary to effect Permitted Store Developments.

              9.07 Transactions with Affiliates. The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any transaction or series of
related transactions, whether or not in the ordinary course of business, with
any Affiliate of the Borrower or any Affiliate of the Borrower's Subsidiaries,
other than transactions by the Borrower or any of its Subsidiaries in the
ordinary course of business unless such transaction or series of related
transactions is in writing and on terms that are no less favorable to the
Borrower or such Subsidiary, as the case may be, than those that would be
available in a comparable transaction in arm's-length dealings with an unrelated
third party, except that (i) the Borrower and its Subsidiaries may effect the
Transaction, (ii) loans and advances made in accordance with Section 9.06(vii)
shall be permitted and (iii) the Borrower may pay customary fees to non-officer
directors of the Borrower. In no event may any management or similar fees be
paid or payable by the Borrower or any of its Subsidiaries to any Person.

              9.08 Capital Expenditures. (a) The Borrower will not, and will not
permit any of its Subsidiaries to, make any expenditure for fixed or capital
assets (including, without limitation, expenditures for maintenance and repairs
which should be capitalized in accordance with generally accepted accounting
principles and including Capitalized Lease Obligations) (collectively, "Capital
Expenditures"), except that during any calendar year,



                                      -72-
<PAGE>   79

the Borrower and its Subsidiaries may make Maintenance Capital Expenditures
(other than in connection with Permitted Transactions) so long as the aggregate
amount thereof does not exceed the amount set forth opposite such fiscal year
below:
<TABLE>
<CAPTION>

          Fiscal Year                           Amount
          -----------                           ------

               <S>                            <C>       
               1997                           $9,100,000
               1998                           $7,750,000
               1999                           $8,500,000
               2000                           $8,500,000
               2001                           $8,500,000
               2002                           $8,500,000
</TABLE>

Notwithstanding anything to the contrary contained above, to the extent that
Maintenance Capital Expenditures made during any fiscal year set forth above are
less than the amounts set forth above for such fiscal year, 100% of such excess
amount may be carried forward to the immediately succeeding fiscal year and
utilized to make Maintenance Capital Expenditures in excess of the amount
permitted above in such succeeding fiscal year, provided that (x) any amount
carried forward from the immediately preceding fiscal year, if any, shall not be
utilized during a fiscal year to make Maintenance Capital Expenditures unless
and until the amount set forth in the preceding paragraph for such fiscal year
shall have been utilized in full to make Maintenance Capital Expenditures during
such fiscal year, (y) no amounts once carried forward to the next fiscal year
may be carried forward to fiscal years again thereafter and (z) in no event
shall the amount of Maintenance Capital Expenditures permitted to be carried
forward in any fiscal year exceed $1,000,000.

              (b) The Borrower will not, and will not permit any of its
Subsidiaries to, effect any Permitted Capital Expenditure Transactions, except
that the Borrower may effect Permitted Capital Expenditure Transactions so long
as with respect to each Permitted Capital Expenditure Transaction (i) no Default
or Event of Default is in existence at the time of the consummation of such
Permitted Capital Expenditure Transaction or would exist after giving effect
thereto and all representations and warranties contained herein and the other
Credit Documents shall be true and correct in all material respects with the
same effect as though such representations and warranties were made on and as of
the date of such Permitted Capital Expenditure Transaction (both before and
after giving effect thereto); and (ii) unless provided pursuant to the
applicable Notice of Borrowing in the case of a Borrowing of Capital Expenditure
Loans to finance Permitted Capital Expenditure Transactions, the Borrower shall
have given the Agent and the Banks at least one day's prior written notice of
any Permitted Capital Expenditure Transaction, which notice shall contain a
certification from the chief financial officer of the Borrower, (I) certifying
(v) the estimated date such Permitted Capital Expenditure Transaction is
scheduled to be commenced, (w) the estimated amount to be expended in connection
with such Permitted



                                      -73-
<PAGE>   80

Capital Expenditure Transaction, (x) that at the time of, and after giving
effect to, Permitted Capital Expenditure Transactions, the Maximum Store
Investment Amount shall not exceed $350,000, (y) compliance with the
requirements of the preceding clause (i) and (z) the Borrower's good faith
belief contained in clause (x) of Section 8.15 (for such purpose, treating such
clause (and the component definitions therein) as if same were applicable to the
consummation of a "Permitted Capital Expenditure Transaction" rather than a
"Permitted Acquisition") and (II) containing the calculations required to
establish compliance with preceding clause (x) (which calculations shall be in
the form of Annex I to Exhibit A-1 to this Agreement) and clause (z). The
consummation of each Permitted Capital Expenditure Transaction shall be deemed a
representation and warranty by the Borrower that all conditions thereto have
been satisfied and the same is permitted in accordance with the terms of this
Agreement, which representation and warranty shall be deemed to be a
representation and warranty for all purposes hereunder, including, without
limitation, Sections 7 and 10.

              (c) In addition to the Capital Expenditures permitted above, the
Borrower and its Subsidiaries may make Permitted Acquisitions in accordance with
Section 8.15 in an amount not to exceed the amounts permitted thereby.

              (d) In addition to the Capital Expenditures permitted above, the
Borrower and its Subsidiaries may effect Permitted Store Developments in
accordance with Section 9.06(x) and the definition thereof in an amount not to
exceed the amounts permitted thereby.

              9.09 Fixed Charge Coverage Ratio. The Borrower will not permit the
Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters
(or, if shorter, the period beginning on January 1, 1997 and ending on the last
day of a fiscal quarter of the Borrower ended after March 31, 1997), in each
case taken as one accounting period, to be less than 1.20 to 1.0.

              9.10 Free Cash Flow Coverage Ratio. The Borrower will not permit
the ratio of its Consolidated Free Cash Flow to its Consolidated Interest
Expense for any period of four consecutive fiscal quarters (or, if shorter, the
period beginning on January 1, 1997 and ending on the last day of a fiscal
quarter of the Borrower ended after March 31, 1997), in each case taken as one
accounting period, ending on a date set forth below to be less than the ratio
set forth opposite such date:

<TABLE>
<CAPTION>
         Fiscal Quarter
               Ended                                                Ratio
         -----------------                                          -----
         <S>                                                      <C>  
         June 30, 1997                                            3.20:1.0
         September 30, 1997                                       3.20:1.0
</TABLE>





                                      -74-
<PAGE>   81

<TABLE>
<CAPTION>
         Fiscal Quarter
               Ended                                                Ratio
         -----------------                                          -----
         <S>                                                      <C>  
         December 31, 1997                                        3.20:1.0
         March 31, 1998                                           3.20:1.0
         June 30, 1998                                            3.20:1.0
         September 30, 1998                                       3.20:1.0
         December 31, 1998                                        3.20:1.0
         March 31, 1999                                           3.25:1.0
         June 30, 1999                                            3.40:1.0
         September 30, 1999                                       3.70:1.0
         December 31, 1999                                        4.05:1.0
         March 31, 2000                                           4.35:1.0
         June 30, 2000                                            4.85:1.0
         September 30, 2000                                       5.50:1.0
         December 31, 2000                                        6.00:1.0
         March 31, 2001                                           6.00:1.0
         June 30, 2001                                            6.00:1.0
         September 30, 2001                                       6.00:1.0
         December 31, 2001                                        6.00:1.0
         March 31, 2002                                           6.00:1.0
</TABLE>

              9.11 Consolidated Indebtedness to Consolidated Free Cash Flow. The
Borrower will not permit the ratio of Consolidated Indebtedness as at the end of
any fiscal quarter ended on a date set forth below to Consolidated Free Cash
Flow for any period of four consecutive fiscal quarters (or, if shorter, the
period beginning on January 1, 1997 and ending on the last day of a fiscal
quarter of the Borrower ended after March 31, 1997), in each case taken as one
accounting period, ending on a date set forth below to be greater than the ratio
set forth opposite such date below:

<TABLE>
<CAPTION>
               Fiscal Quarter
                     Ended                                         Ratio
               -----------------                                   -----
               <S>                                               <C> 
               June 30, 1997                                     2.60:1.0
               September 30, 1997                                2.60:1.0
               December 31, 1997                                 2.60:1.0
               March 31, 1998                                    2.60:1.0
               June 30, 1998                                     2.60:1.0
               September 30, 1998                                2.60:1.0
               December 31, 1998                                 2.60:1.0
               March 31, 1999                                    2.55:1.0
               June 30, 1999                                     2.45:1.0
               September 30, 1999                                2.25:1.0
               December 31, 1999                                 2.05:1.0

</TABLE>


                                      -75-
<PAGE>   82
<TABLE>
<CAPTION>
               Fiscal Quarter
                     Ended                                         Ratio
               -----------------                                   -----
               <S>                                               <C> 
               March 31, 2000                                    1.90:1.0
               June 30, 2000                                     1.70:1.0
               September 30, 2000                                1.50:1.0
               December 31, 2000                                 1.30:1.0
               March 31, 2001                                    1.15:1.0
               June 30, 2001                                     1.00:1.0
               September 30, 2001                                1.00:1.0
               December 31, 2001                                 1.00:1.0
               March 31, 2002                                    1.00:1.0
</TABLE>

              9.12 Minimum Consolidated Net Worth. The Borrower will not permit
its Consolidated Net Worth at any time during any fiscal quarter commencing
after March 31, 1997 of the Borrower to be less than an amount equal to
$63,500,000 plus the product of (x) 85% and (y) the sum of the amount of the
Consolidated Net Income for each fiscal quarter of the Borrower ending after
January 1, 1997 (without any reduction for any negative Consolidated Net Income
for any fiscal quarter).

              9.13 Minimum Consolidated EBITDA. The Borrower will not permit its
Consolidated EBITDA for any period of four consecutive fiscal quarters (or, if
shorter, the period beginning on January 1, 1997 and ending on the last day of a
fiscal quarter of the Borrower ended after March 31, 1997), in each case taken
as one accounting period, ending on a date set forth below to be less than an
amount equal to the product of (x) the number of video specialty stores owned by
the Borrower and its Subsidiaries on such date and (y) the amount set forth
opposite such date below:

<TABLE>
<CAPTION>
          Fiscal Quarter                                         
                Ended                                    Amount  
          ------------------                             ------  
          <S>                                          <C>       
          June 30, 1997                                $ 49,500  
          September 30, 1997                           $ 73,000  
          December 31, 1997                            $ 99,000  
          March 31, 1998                               $100,500  
          June 30, 1998                                $102,000  
          September 30, 1998                           $107,000  
          December 31, 1998                            $113,000  
          March 31, 1999                               $119,000  
          June 30, 1999                                $125,500  
          September 30, 1999                           $132,000  
          December 31, 1999                            $137,500  
          March 31, 2000                               $138,500  
</TABLE>
                                                                 

                                      -76-
<PAGE>   83

<TABLE>
<CAPTION>
          Fiscal Quarter                                         
                Ended                                    Amount  
          ------------------                             ------  
          <S>                                           <C>       
          June 30, 2000                                 $139,500
          September 30, 2000                            $140,500
          December 31, 2000                             $141,500
          March 31, 2001                                $142,500
          June 30, 2001                                 $143,500
          September 30, 2001                            $144,500
          December 31, 2001                             $145,000
          March 31, 2002                                $145,000
</TABLE>


              9.14 Minimum Consolidated Free Cash Flow. The Borrower will not
permit its Consolidated Free Cash Flow for any period of four consecutive fiscal
quarters (or, if shorter, the period beginning on January 1, 1997 and ending on
the last day of a fiscal quarter of the Borrower ended after March 31, 1997), in
each case taken as one accounting period, ending on a date set forth below to be
less than an amount equal to the product of (x) the number of video specialty
stores owned by the Borrower and its Subsidiaries on such date and (y) the
amount set forth opposite such date below:

<TABLE>
<CAPTION>
          Fiscal Quarter                                         
                Ended                                    Amount  
          ------------------                             ------  
          <S>                                           <C>       
          June 30, 1997                                 $24,750
          September 30, 1997                            $36,500
          December 31, 1997                             $49,500
          March 31, 1998                                $50,250
          June 30, 1998                                 $51,000
          September 30, 1998                            $53,500
          December 31, 1998                             $56,500
          March 31, 1999                                $59,500
          June 30, 1999                                 $62,750
          September 30, 1999                            $66,000
          December 31, 1999                             $68,750
          March 31, 2000                                $69,250
          June 30, 2000                                 $69,750
          September 30, 2000                            $70,250
          December 31, 2000                             $70,750
          March 31, 2001                                $71,250
          June 30, 2001                                 $71,750
          September 30, 2001                            $72,250
          December 31, 2001                             $72,500
          March 31, 2002                                $72,500
</TABLE>


                                      -77-
<PAGE>   84


              9.15 Limitation on Voluntary Payments and Modification of Existing
Indebtedness; Limitation on Modifications of Certificate of Incorporation,
By-Laws and Certain Other Agreements; etc. The Borrower will not, and will not
permit any of its Subsidiaries to:

              (i)    make (or give any notice in respect of) any voluntary or
       optional payment or prepayment on or redemption (including pursuant to
       any change of control provision) or acquisition for value of (including,
       without limitation, by way of depositing with the trustee with respect
       thereto money or securities before due for the purpose of paying when
       due), or exchange of, or any involuntary prepayment or redemption as a
       result of any asset sale, change of control or similar event of, or
       set-off any amounts against, any Existing Indebtedness or any Seller
       Note;

              (ii)   amend or modify, or permit the amendment or modification
       of, any provision of the Existing Indebtedness or any Seller Note
       Document or of any agreement relating to any of the foregoing;

              (iii)  materially amend, modify or change its Certificate of
       Incorporation (including, without limitation, by the filing or
       modification of any certificate of designation) or By-Laws in a manner
       adverse to the interests of the Banks in their capacity as such;

              (iv)   amend, modify or change, terminate, or enter into any new
       Shareholders' Agreement or any other agreement with respect to its equity
       interests, except for such amendments, modifications or changes or such
       new agreements which are not adverse to any Bank in its capacity as such,
       do not violate or breach any of the terms of this Agreement, do not, and
       will not, involve the payment by the Borrower or any of its Subsidiaries
       of any amounts and do not result in the Borrower or any of its
       Subsidiaries incurring then or any time in the future any material
       liability or monetary obligation;

              (v)    amend, modify or change, terminate or enter into any new
       Tax Sharing Agreement;

              (vi)   amend, modify or change, or enter into any new Management
       Agreement, Employee Benefit Plan, Employment Agreement or Material
       Contract, except in the case of this clause (vi), if the aggregate cost
       to the Borrower and its Subsidiaries as a result of such amendments,
       modifications, changes to such plans, agreements and contracts and new
       plans, agreements and contracts are not reasonably likely to have a
       material adverse effect on the performance, business, property, assets,
       nature of assets, liabilities, condition (financial or otherwise) or
       prospects of the Borrower and its Subsidiaries taken as a whole; or



                                      -78-
<PAGE>   85

              (vii)  make any interest or principal or other payment with
       respect to any Seller Note which is not permitted to be paid to the
       holder thereof in accordance with the subordination provisions applicable
       thereto.

              9.16 Limitation on Certain Restrictions on Subsidiaries. The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any Subsidiary of the Borrower to
(i) pay dividends or make any other distributions on its capital stock or any
other interest or participation in its profits owned by the Borrower or any
Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a
Subsidiary of the Borrower, (ii) make loans or advances to the Borrower or any
of the Borrower' Subsidiaries or (iii) transfer any of its properties or assets
to the Borrower, except for such encumbrances or restrictions existing under or
by reason of (x) applicable law, (y) this Agreement and the other Credit
Documents and (z) customary provisions restricting subletting or assignments of
any lease governing a leasehold interest of the Borrower or a Subsidiary of the
Borrower.

              9.17 Limitation on Issuance of Capital Stock. (a) The Borrower
will not permit any of its Subsidiaries to issue any capital stock or other
equity interests (including by way of sales of treasury stock) or any options or
warrants to purchase, or securities convertible into, capital stock, except (i)
for transfers and replacements of then outstanding shares, (ii) for stock
splits, stock dividends and similar issuances which do not decrease the
percentage ownership of any person in any class of the capital stock of the
Borrower or such Subsidiary and (iii) upon the formation of any new Subsidiaries
as permitted by Section 9.19. Any stock issued as permitted by this Section
9.17, if owned by the Borrower or any of the Borrower's Subsidiaries, shall be
immediately pledged as Collateral and delivered pursuant to the Pledge
Agreement.

              (b) The Borrower will not issue any capital stock or any options
or warrants to purchase, or securities convertible into, capital stock, except
for issuances of Borrower Common Stock or options, warrants or securities
exercisable or convertible into Borrower Common Stock where, after giving effect
to such issuance, the proceeds therefrom are applied in accordance with Section
4.02(A)(d) and no Default or Event of Default will exist under Section 10.10
(or, in the case of issuance of options, warrants, or convertible securities, no
Default or Event of Default would exist under Section 10.10 if such options,
warrants or convertible securities were to be exercised or converted).

              9.18 Business. The Borrower will not, and will not permit any of
its Subsidiaries, to engage (directly or indirectly) in any business other than
a Permitted Business.



                                      -79-
<PAGE>   86

              9.19 Limitation on Creation of Subsidiaries. The Borrower will
not, and will not permit any of its Subsidiaries to, establish, create or
acquire any new Subsidiary, except that (i) the Borrower may acquire or form
Subsidiaries in connection with (x) Permitted Transactions to the extent
otherwise permitted by this Agreement and (y) Permitted Store Developments to
the extent otherwise permitted by this Agreement and (ii) the Borrower may form
the Intellectual Property Subsidiary in connection with the investments made in
accordance with Section 9.06(ix), so long as (i) at least 30 days' prior written
notice thereof (or such lesser notice as is acceptable to the Agent) is given to
the Agent, (ii) the capital stock of the Intellectual Property Subsidiary is
pledged pursuant to the Pledge Agreement and the certificates, if any,
representing such stock, together with stock powers duly executed in blank, are
delivered to the Collateral Agent, (iii) the Intellectual Property Subsidiary
executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the
Security Agreement, and (iv) to the extent requested by the Agent or the
Required Banks, takes all actions required pursuant to Section 8.17.


              Section 10. Events of Default. Upon the occurrence of any of the
following specified events (each, an "Event of Default"):

              10.01 Payments. The Borrower shall (i) default in the payment when
due of any principal of any Loan or any Note or Unpaid Drawing or (ii) default,
and such default shall continue unremedied for three or more Business Days, in
the payment when due of any interest on any Loan or Note or Unpaid Drawing, or
any Fees or any other amounts owing by it hereunder or thereunder; or

              10.02 Representations, etc. Any representation, warranty or
statement made by any Credit Party herein or in any other Credit Document or in
any certificate delivered pursuant hereto or thereto shall prove to be untrue in
any material respect on the date as of which made or deemed made; or

              10.03 Covenants. Any Credit Party shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(g)(i), 8.08, 8.11, 8.15, 8.17, 8.18 or 9 or (ii) default in the due
performance or observance by it of any other term, covenant or agreement
contained in any Credit Document and such default shall continue unremedied for
a period of 30 days after written notice to the Borrower by the Agent or any
Bank; or

              10.04 Default Under Other Agreements. The Borrower or any of its
Subsidiaries shall (i) default in any payment of any Indebtedness (other than
the Indebtedness referred to in Section 10.01) beyond the period of grace (not
to exceed 10 days), if any, provided in the instrument or agreement under which
such Indebtedness was created, (ii) default in the observance or performance of
any agreement or condition relating to any



                                      -80-
<PAGE>   87

Indebtedness (other than the Indebtedness referred to in Section 10.01) or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause (determined without regard to whether any notice is required),
such Indebtedness to become due prior to its stated maturity and such default
shall not have been cured or waived, or (iii) any Indebtedness (other than the
Indebtedness referred to in Section 10.01) of the Borrower or any of its
Subsidiaries shall be declared to be due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment, prior to the stated
maturity thereof; provided that it shall not constitute an Event of Default
pursuant to this Section 10.04 unless the aggregate amount of all Indebtedness
referred to in the preceding clauses (i) through (iii) above exceeds $250,000 at
any one time; or

              10.05 Bankruptcy, etc. The Borrower or any of its Subsidiaries
shall commence a voluntary case concerning itself under Title 11 of the United
States Code entitled "Bankruptcy," as now or hereafter in effect, or any
successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced
against the Borrower or any of its Subsidiaries and the petition is not
controverted within 10 days, or is not dismissed or discharged, within 60 days,
after commencement of the case; or a custodian (as defined in the Bankruptcy
Code) is appointed for, or takes charge of, all or substantially all of the
property of the Borrower or any of its Subsidiaries, or the Borrower or any of
its Subsidiaries commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Borrower or any of its Subsidiaries, or there is
commenced against the Borrower or any of its Subsidiaries any such proceeding
which remains undismissed or undischarged for a period of 60 days, or the
Borrower or any of its Subsidiaries is adjudicated insolvent or bankrupt; or any
order of relief or other order approving any such case or proceeding is entered;
or the Borrower or any of its Subsidiaries suffers any appointment of any
custodian or the like for it or any substantial part of its property to continue
undischarged or unstayed for a period of 60 days; or the Borrower or any of its
Subsidiaries makes a general assignment for the benefit of creditors; or any
corporate action is taken by the Borrower or any of its Subsidiaries for the
purpose of effecting any of the foregoing; or

              10.06 ERISA. (a) Any Plan shall fail to satisfy the minimum
funding standard required for any plan year or part thereof under Section 412 of
the Code or Section 302 of ERISA or a waiver of such standard or extension of
any amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable IEvent shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to 



                                      -81-
<PAGE>   88

subparagraph (b)(1) thereof and an event described in subsection .62, .63, .64,
 .65, .66, .67 or .68 of PBGC Regulation 4043 shall be reasonably expected to
occur with respect to such Plan within the following 30 days, any Plan which is
subject to Title IV of ERISA shall have had or is likely to have a trustee
appointed to administer such Plan, any Plan which is subject to Title IV of
ERISA is, shall have been or is likely to be terminated or to be the subject of
termination proceedings under ERISA, any Plan shall have an Unfunded Current
Liability, a contribution required to be made with respect to a Plan has not
been timely made, the Borrower or any Subsidiary of the Borrower or any ERISA
Affiliate has incurred or is likely to incur any liability to or on account of a
Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204
or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or on account
of a group health plan (as defined in Section 607(1) of ERISA or Section
4980B(g)(2) of the Code) under Section 4980B of the Code, or the Borrower or any
Subsidiary of the Borrower has incurred or is likely to incur liabilities (other
than normal claims for benefits in the ordinary course) pursuant to one or more
employee welfare benefit plans (as defined in Section 3(1) of ERISA) that
provide benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA) or Plans; (b) there shall result from any such
event or events the imposition of a lien, the granting of a security interest,
or a liability or a material risk of incurring a liability; and (c) such lien,
security interest or liability, individually, and/or in the aggregate, in the
opinion of the Required Banks, has had, or could reasonably be expected to have,
a material adverse effect upon the business, operations, condition (financial or
otherwise) or prospects of the Borrower or any Subsidiary of the Borrower; or

              10.07 Security Documents. At any time after the execution and
delivery thereof, any of the Security Documents shall cease to be in full force
and effect or shall cease to give the Collateral Agent for the benefit of the
Secured Creditors the Liens, rights, powers and privileges purported to be
created thereby (including, without limitation, a perfected security interest
in, and Lien on, all of the Collateral), in favor of the Collateral Agent,
superior to and prior to the rights of all third Persons (except as permitted by
Section 7.11), and subject to no other Liens (except as permitted by Section
7.11), or any Credit Party shall default in the due performance or observance of
any term, covenant or agreement on its part to be performed or observed pursuant
to any of the Security Documents and such default shall continue beyond any
grace period specifically applicable thereto pursuant to the terms of such
Security Document; or

              10.08 Guaranties. Any Guaranty or any provision thereof shall
cease to be in full force or effect as to any Guarantor, or any Guarantor or any
Person acting by or on behalf of any Guarantor shall deny or disaffirm such
Guarantor's obligations under the respective Guaranty, or any Guarantor shall
default in the due performance or observance of any term, covenant or agreement
on its part to be performed or observed pursuant to the respective Guaranty and
such default shall continue beyond any grace period specifically applicable
thereto; or




                                      -82-
<PAGE>   89

              10.09 Judgments. One or more judgments or decrees shall be entered
against the Borrower or any of its Subsidiaries involving in the aggregate for
the Borrower and its Subsidiaries a liability (not paid or fully covered by a
reputable insurance company) of $250,000 or more and all such judgments or
decrees shall not be satisfied, vacated, discharged or stayed or bonded pending
appeal for any period of 30 consecutive days; or

              10.10 Change in Control. There shall be a Change in Control;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Agent, upon the written request of the Required
Banks, shall by written notice to the Borrower, take any or all of the following
actions, without prejudice to the rights of the Agent, any Bank or the holder of
any Note to enforce its claims against any Credit Party (provided that, if an
Event of Default specified in Section 10.05 shall occur with respect to the
Borrower, the result which would occur upon the giving of written notice by the
Agent to the Borrower as specified in clauses (i) and (ii) below shall occur
automatically without the giving of any such notice): (i) declare the Total
Commitment terminated, whereupon all Commitments of each Bank shall forthwith
terminate immediately and any Fees shall forthwith become due and payable
without any other notice of any kind; (ii) declare the principal of and any
accrued interest in respect of all Loans and the Notes and all Obligations owing
hereunder and thereunder to be, whereupon the same shall become, forthwith due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each Credit Party; (iii) exercise any rights
or remedies under any of the Guaranties; (iv) terminate any Letter of Credit
which may be terminated in accordance with its terms; (v) direct the Borrower to
pay (and the Borrower agrees that upon receipt of such notice, or upon the
occurrence of an Event of Default specified in Section 10.05, it will pay) to
the Collateral Agent at the Payment Office such additional amount of cash, to be
held as security by the Collateral Agent for the benefit of the Banks in a cash
collateral account established and maintained by the Collateral Agent pursuant
to a cash collateral agreement in form and substance satisfactory to the
Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of
Credit then outstanding; and (vi) enforce, as Collateral Agent, all of the Liens
and security interests created pursuant to the Security Documents.


              Section 11. Definitions and Accounting Terms.

              11.01 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

              "Acquired Business" shall mean the assets, liabilities and
businesses to be acquired from the Seller pursuant to the Acquisition Documents.



                                      -83-
<PAGE>   90

              "Acquisition" shall mean the acquisition by the Borrower of the
Acquired Business pursuant to, and in accordance with the terms of, the
Acquisition Documents.

              "Acquisition Agreement" shall mean the Asset Purchase Agreement,
dated as of January 7, 1997, among the Borrower, Movie Warehouse Franchise
Systems, Inc., a Delaware corporation, the Seller, Movie Warehouse Franchise
Systems, Inc., a Michigan corporation, and Hani Mansour.

              "Acquisition Documents" shall mean the Acquisition Agreement, the
Seller Note Documents and all other documents entered into or delivered in
connection with the Acquisition, as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof.

              "Additional Collateral" shall mean all property (whether real or
personal) in which security interests are granted (or purported to be granted)
(and continue to be in effect at the time of determination) pursuant to Section
8.15 or 8.17 or the definition of Permitted Store Development.

              "Additional Security Documents" shall mean all mortgages, pledge
agreements, security agreements and other security documents entered into
pursuant to Section 8.15 or 8.17 or in accordance with the definition of
Permitted Store Development with respect to Additional Collateral.

              "Adjusted Consolidated Net Income" for any period shall mean
Consolidated Net Income for such period (i) plus, without duplication, the sum
of the amount of all net non-cash charges (including, without limitation,
depreciation, amortization, deferred tax expense, non-cash interest expense and
other non-cash charges) included in arriving at Consolidated Net Income for such
period less (ii) the sum of the amount of all net non-cash gains or losses
(exclusive of items reflected in Adjusted Working Capital) and gains or losses
from sales of assets included in arriving at Consolidated Net Income for such
period.

              "Adjusted Working Capital" shall mean Consolidated Current Assets
(excluding cash and Cash Equivalents) minus Consolidated Current Liabilities.

              "Affiliate" shall mean, with respect to any Person, any other
Person directly or indirectly controlling (including but not limited to all
directors and officers of such Person), controlled by, or under direct or
indirect common control with, such Person; provided, however, that for purposes
of Section 9.07, an Affiliate of the Borrower shall include any Person that
directly or indirectly (including through limited partner or general partner
interests) owns more than 5% of any class of the capital stock of the Borrower
and for all purposes of this Agreement, neither the Agent, the Collateral Agent,
any Bank or any of their respective Affiliates, shall be considered an Affiliate
of the Borrower or any



                                      -84-
<PAGE>   91

of its Subsidiaries. A Person shall be deemed to control another Person if such
Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such other Person, whether through
the ownership of voting securities, by contract or otherwise.

              "Affiliate Contracts" shall have the meaning provided in Section
5.05.

              "Agent" shall mean Banque Paribas in its capacity as Agent for the
Banks hereunder, and shall include any successor to the Agent appointed pursuant
to Section 12.09.

              "Aggregate Unutilized Commitment" with respect to any Bank at any
time shall mean the sum of (i) such Bank's Unutilized Revolving Loan Commitment
at such time plus (ii) such Bank's Unutilized Capital Expenditure Loan
Commitment at such time.

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

              "Applicable Margin" shall mean a percentage per annum equal to (i)
in the case of Base Rate Loans, 1.75% and (ii) in the case of Eurodollar Loans,
2.75%.

              "Bank" shall mean each financial institution listed on Schedule I,
as well as any institution which becomes a "Bank" hereunder pursuant to Section
13.04.

              "Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any Borrowing or to fund
its portion of any unreimbursed payment under Section 2.04(c) or (ii) a Bank
having notified in writing to the Borrower and/or the Agent that it does not
intend to comply with its obligations under Section 1.01, in either case as a
result of any takeover of such Bank by any regulatory authority or agency.

              "Bankruptcy Code" shall have the meaning provided in Section
10.05.

              "Banque Paribas" shall mean Banque Paribas, a French banking
organization acting through its New York Branch.

              "Base Rate" shall mean the higher of (i) 1/2 of 1% in excess of
the Federal Funds Rate and (ii) the Prime Lending Rate.

              "Base Rate Loan" shall mean any Loan designated or deemed
designated as such by the Borrower at the time of the incurrence thereof or
conversion thereto.



                                      -85-
<PAGE>   92

              "Borrower" shall have the meaning provided in the first paragraph
of this Agreement.

              "Borrower Common Stock" shall have the meaning provided in Section
7.14.

              "Borrowing" shall mean the borrowing of one Type of Loan of a
single Tranche from all the Banks having Commitments with respect to such
Tranche on a pro rata basis on a given date (or resulting from a conversion or
conversions on such date) having in the case of Eurodollar Loans the same
Interest Period; provided that Base Rate Loans incurred pursuant to Section
1.10(b) shall be considered part of the related Borrowing of Eurodollar Loans.

              "Business Day" shall mean (i) for all purposes other than as
covered by clause (ii) below, any day except Saturday, Sunday and any day which
shall be in New York City a legal holiday or a day on which banking institutions
are authorized or required by law or other government action to close and (ii)
with respect to all notices and determinations in connection with, and payments
of principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) above and which is also a day for trading by and between
banks in the New York interbank Eurodollar market.

              "Calculation Period" shall mean, with respect to any Permitted
Transaction, the period of four consecutive fiscal quarters (taken as one
accounting period but including only those fiscal quarters commencing after
December 31, 1996) most recently ended prior to the date of such Permitted
Transaction.

              "CapEx TL Percentage" shall mean, after the Capital Expenditure
Loan Conversion Date, a fraction (expressed as a percentage), the numerator of
which is equal to the aggregate principal amount of all Capital Expenditure
Loans outstanding at such time and the denominator of which is equal to the
aggregate principal amount of all Term Loans and Capital Expenditure Loans
outstanding at such time.

              "Capital Expenditure Commitment Percentage" shall mean at any
time, a fraction (expressed as a percentage), the numerator of which is the
Capital Expenditure Loan Commitment of such Bank at such time and the
denominator of which is the Total Capital Expenditure Loan Commitment at such
time.

              "Capital Expenditure Loan" shall have the meaning provided in
Section 1.01(b).

              "Capital Expenditure Loan Commitment" shall mean, with respect to
each Bank, the amount set forth opposite such Bank's name in Schedule I hereto
directly below



                                      -86-
<PAGE>   93

the column entitled "Capital Expenditure Loan Commitment," as the same may be
(x) reduced or terminated from time to time pursuant to Section 3.02, 3.03, 4.02
and/or 10 or (y) adjusted from time to time as a result of assignments to or
from such Bank pursuant to Section 1.12 or 13.04.

              "Capital Expenditure Loan Conversion Date" shall mean the date
which is the 24 month anniversary of the Initial Borrowing Date or such earlier
date on which the Total Capital Expenditure Loan Commitment has been permanently
reduced to zero pursuant to Section 3.02 or Section 10.

              "Capital Expenditure Loan Facility" shall mean the facility
evidenced by the Total Capital Expenditure Loan Commitment.

              "Capital Expenditure Note" shall have the meaning provided in
Section 1.05(a)(ii).

              "Capital Expenditures" shall have the meaning provided in Section
9.08.

              "Capital Lease," as applied to any Person, shall mean any lease of
any property (whether real, personal or mixed) by that Person as lessee which,
in conformity with generally accepted accounting principles, is accounted for as
a capital lease on the balance sheet of that Person.

              "Capitalized Lease Obligations" of any Person shall mean all
rental obligations under Capital Leases, in each case taken at the amount
thereof accounted for as Indebtedness in accordance with generally accepted
accounting principles.

              "Cash Equivalents" shall mean, as to any Person, (i) securities
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof) having matur- ities of not more
than six months from the date of acquisition, (ii) time deposits and
certificates of deposit of any commercial bank organized under the laws of the
United States, any State thereof or the District of Columbia having, or which is
the principal banking subsidiary of a bank holding company organized under the
laws of the United States, any State thereof, or the District of Columbia
having, capital, surplus and undivided profits aggregating in excess of
$200,000,000 and having a long-term unsecured debt rating of at least "A" or the
equivalent thereof from Standard & Poor's Corporation ("S&P") or "A2" or the
equivalent thereof from Moody's Investors Service, Inc. ("Moody's"), with
maturities of not more than six months from the date of acquisition by such
Person, (iii) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (i) above entered into
with any bank meeting the qualifications specified in clause (ii) above, (iv)
commercial paper issued by any 



                                      -87-
<PAGE>   94

Person incorporated in the United States rated at least A-1 or the equivalent
thereof by S&P or at least P-1 or the equivalent thereof by Moody's and in each
case maturing not more than six months after the date of acquisition by such
Person and (v) investments in money market funds substantially all of whose
assets are comprised of securities of the types described in clauses (i) through
(iv) above.

              "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. ss. 9601 et seq.

              "Change in Control" means the occurrence of one or more of the
following: (i) any Person, entity or "group" (within the meaning of Section
13(d) and 14(d) of the Securities Exchange Act) shall become the "beneficial
owner" (as defined in Rules 13(d) and 13(d)-5 under the Exchange Act, except
that a Person shall be deemed to have "beneficial ownership" of all securities
that such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time) of 20% or more of any outstanding
class of capital stock of the Borrower having ordinary voting power in the
election of directors of the Borrower, (ii) the Borrower shall cease to own 100%
of the outstanding capital stock of each Subsidiary or (iii) the board of
directors of the Borrower shall cease to consist of a majority of Continuing
Directors.

              "Claims" shall have the meaning provided in the definition of
"Environmental Claims."

              "Clean-Down Period" shall mean any 30 consecutive day period
commencing on or after the Initial Borrowing Date, during which no Revolving
Loans shall be outstanding for such consecutive 30-day period.

              "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated and the rulings issued
thereunder. Section references to the Code are to the Code, as in effect at the
date of this Agreement, and to any subsequent provision of the Code, amendatory
thereof, supplemental thereto or substituted therefor.

              "Collateral" shall mean all property (whether real or personal)
with respect to which any security interests have been granted (or purport to be
granted) pursuant to any Security Document, including, without limitation, all
Pledge Agreement Collateral, all Security Agreement Collateral, all Additional
Collateral and all cash and Cash Equivalents delivered as collateral pursuant to
this Agreement or any other Credit Document.

              "Collateral Agent" shall mean the Agent acting as collateral agent
for the Secured Creditors pursuant to the Security Documents.





                                      -88-
<PAGE>   95

              "Collective Bargaining Agreements" shall have the meaning provided
in Section 5.05.

              "Commitment" shall mean, with respect to each Bank, such Bank's
Term Loan Commitment, Capital Expenditure Loan Commitment and Revolving Loan
Commitment, if any.

              "Commitment Commission" shall have the meaning provided in Section
3.01(a).

              "Concentration Account" shall mean a separate account established
and maintained with the Concentration Account Bank for the benefit of the
Secured Creditors by the Borrower and each of its Subsidiaries and in which the
Collateral Agent has a security interest pursuant to the Concentration Account
Consent Letter.

              "Concentration Account Bank" shall mean Carolina First Bank or
such other bank that may become a Concentration Account Bank in accordance with
the provisions of the Security Agreement.

              "Concentration Account Consent Letter" shall have the meaning
provided in Section 8.18.

              "Consolidated Current Assets" shall mean the consolidated current
assets of the Borrower and its Subsidiaries.

              "Consolidated Current Liabilities" shall mean the consolidated
current liabilities of the Borrower and its Subsidiaries, but excluding the
current portion of any long-term Indebtedness which would otherwise be included
therein.

              "Consolidated EBIT" shall mean, for any period, the Consolidated
Net Income before interest income, Consolidated Interest Expense and provision
for taxes and without giving effect to any extraordinary gains or losses or
gains or losses from sales of assets.

              "Consolidated EBITDA" for any period shall mean Consolidated EBIT,
adjusted by adding thereto the amount of all amortization of intangibles and
depreciation that were deducted in arriving at Consolidated Net Income for such
period; provided that for purposes of determining compliance with Section 9.13
(and not for purposes of determining Consolidated Free Cash Flow), Consolidated
EBITDA for the fiscal quarter ended March 31, 1997 shall be increased by the pro
forma EBITDA of Warehouse in an amount equal to $920,000.



                                      -89-
<PAGE>   96

              "Consolidated Free Cash Flow" shall, for any period, mean the
remainder of Consolidated EBITDA less Replacement Tape Expenditures; provided
that to the extent a determination of compliance is being made under Section
9.11 for any period of less than four consecutive fiscal quarters, then the
amount of Consolidated EBITDA and Replacement Tape Expenditures to be used for
the purpose of determining the amount of Consolidated Free Cash Flow and
Replacement Tape Expenditures for the period of determination shall be equal to
the product of the amount of Consolidated EBITDA or Replacement Tape
Expenditures, as the case may be, for such period and a fraction, the numerator
of which is 365 and the denominator of which is the number of days elapsed
during such period; provided, further that for purposes of determining
compliance with Section 9, (x) all calculations of Consolidated Free Cash Flow
acquired as a result of any Permitted Acquisition shall be made in accordance
with clause (ii) of the definition of "Pro Forma Basis" and as long as such
calculations are made in accordance with such clause (ii) then the Consolidated
Free Cash Flow of such Person, business, division or product line for the period
being tested by such covenants shall be included as Consolidated Free Cash Flow
of the Borrower even though such Person, business, division or product line was
acquired during such period and (y) Consolidated Free Cash Flow for the fiscal
quarter ended March 31, 1997 shall be increased by the pro forma free cash flow
of Warehouse in an amount equal to $460,000.

              "Consolidated Indebtedness" shall mean, at any time, all
Indebtedness of the Borrower and its Subsidiaries determined on a consolidated
basis (excluding all Indebtedness of the type described in clause (vii) of the
definition thereof, except to the extent amounts are owing with respect thereto
upon the termination of the respective agreement constituting such Indebtedness)
plus any original issue discount attributable to such Indebtedness.

              "Consolidated Interest Expense" shall mean, for any period, the
total consolidated interest expense of the Borrower and its Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) payable during such period in respect of all Indebtedness of the
Borrower and its Subsidiaries, on a consolidated basis, for such period
(including, without duplication, that portion of Capitalized Lease Obligations
of the Borrower and its Subsidiaries representing the interest factor for such
period); provided, however, for purposes of determining compliance with Sections
9.09 and 9.10, interest expense shall be determined by applying the rules set
forth in clause (i) of the definition of "Pro Forma Basis" with respect to all
Indebtedness outstanding at the end of any Calculation Period and incurred
during such Calculation Period in connection with any Permitted Acquisition.

              "Consolidated Net Income" shall mean, for any period, net income
of the Borrower and its Subsidiaries for such period determined on a
consolidated basis (after provision for taxes); provided, however, the net
income of any Subsidiary of the Borrower, 



                                      -90-
<PAGE>   97

which is not a Wholly-Owned Subsidiary, shall have its net income included in
the Consolidated Net Income of the Borrower and its Subsidiaries only to the
extent of the amount of cash dividends or distributions paid by such Subsidiary
to the Borrower.

              "Consolidated Net Worth" shall mean, as to any Person, the sum of
its capital stock, capital in excess of par or stated value of shares of its
capital stock, retained earnings and any other account which, in accordance with
generally accepted accounting principles in the United States, constitutes
stockholders' equity.

              "Contingent Obligation" shall mean, as to any Person, any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other obligations ("primary obligations") of
any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds (x) for the purchase or payment of any such primary obligation or
(y) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the holder of such primary obligation against loss in respect thereof;
provided, however, that the term Contingent Obligation should not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Contingent Obligation shall be deemed to be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Contingent Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

              "Continuing Directors" shall mean, with respect to the Borrower,
the directors of the Borrower on the Initial Borrowing Date and each other
director, if such other director's nomination for election to the board of
directors of the Borrower is recommended by a majority of the then Continuing
Directors.

              "Credit Documents" shall mean this Agreement, each Note, each
Notice of Borrowing, each Notice of Conversion, each Letter of Credit, each
Letter of Credit Request, the Subsidiaries Guaranty, each Security Document and
any letter agreements or other documents executed in connection with any of the
above.

              "Credit Event" shall mean the making of any Loan or the issuance
of any Letter of Credit.



                                      -91-
<PAGE>   98

              "Credit Party" shall mean the Borrower and each of its
Subsidiaries party to a Subsidiaries Guaranty.

              "Debt Agreements" shall have the meaning provided in Section 5.05.

              "Debt Termination Documents" shall have the meaning provided in
Section 5.16(c).

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

              "Defaulting Bank" shall mean any Bank with respect to which a Bank
Default is then in effect.

              "Designated Real Property Sale" shall mean the sale by the
Borrower of that certain real property located at Elms Horn Drive, Greenville,
S.C.

              "Dividend" with respect to any Person shall mean that such Person
has declared or paid a dividend or returned any equity capital to its
stockholders (including, without limitation, its preferred stockholders) or
authorized or made any other distribution, payment or delivery of property
(other than common stock of such Person) or cash to its stockholders in their
capacity as stockholders, or redeemed, retired, purchased or otherwise acquired,
directly or indirectly, for a consideration any shares of any class of its
capital stock outstanding on or after the Effective Date (or any options or
warrants issued by such Person with respect to its capital stock), or set aside
any funds for any of the foregoing purposes, or shall have permitted any of its
Subsidiaries to purchase or otherwise acquire for a consideration any shares of
any class of the capital stock of such Person outstanding on or after the
Effective Date (or any options or warrants issued by such Person with respect to
its capital stock). Without limiting the foregoing, "Dividends" with respect to
any Person shall also include all cash payments made or required to be made by
such Person with respect to any stock appreciation rights, equity incentive
plans or any similar plans or setting aside of any funds for the foregoing
purposes.

              "Documents" shall mean the Credit Documents, the Acquisition
Documents and the Debt Termination Documents.

              "Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States.

              "Drawing" shall have the meaning provided in Section 2.05(b).

              "Effective Date" shall have the meaning provided in Section 13.10.



                                      -92-
<PAGE>   99

              "Eligible Transferee" shall mean and include a commercial bank,
financial institution, other "accredited investor" (as defined in Regulation D
of the Securities Act) other than individuals, or a "qualified institutional
buyer" as defined in Rule 144A of the Securities Act.

              "Employee Benefit Plans" shall have the meaning provided in
Section 5.05(i).

              "Employee/Underwriter Stock Proceeds" shall have the meaning
provided in Section 4.02(A)(d).

              "Employee/Underwriter Stock Proceeds Payment Period" shall have
the meaning provided in Section 4.02(A)(d).

              "Employment Agreements" shall have the meaning provided in Section
5.05.

              "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of noncompliance or violation, investigations or proceedings relating in
any way to any violation of, or liability under, any Environmental Law or any
permit issued, or any approval given, under any such Environmental Law
(hereafter, "Claims"), including, without limitation, (a) any and all Claims by
governmental or regulatory authorities for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (b) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials arising from alleged injury
or threat of injury to health, safety or the environment.

              "Environmental Law" shall mean any applicable Federal, state,
foreign or local statute, law, rule, regulation, ordinance, code, policy and
rule of common law now or hereafter in effect (including, without limitation,
the EPA regulations on asbestos abatement and removal) and in each case as
amended, and any judicial or administrative interpretation thereof, including
any judicial or administrative or binding order, consent decree or judgment,
relating to the environment, health, safety or Hazardous Materials, including,
without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, as
amended, 33 U.S.C. ss. 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C.
ss. 7401 et seq.; the Clean Air Act, 42 U.S.C. ss. 7401 et seq.; the Safe
Drinking Water Act, 42 U.S.C. ss. 3803 et seq.; the Oil Pollution Act of 1990,
33 U.S.C. ss. 2701 et seq.; the Occupational Safety and Health Act, 29 U.S.C.
ss. 651 et seq.; and any applicable state and local or foreign counterparts or
equivalents.



                                      -93-
<PAGE>   100

              "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder. Section references to ERISA are to ERISA, as in effect at the
date of this Agreement, and to any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

              "ERISA Affiliate" shall mean each person (as defined in Section
3(9) of ERISA) which together with the Borrower or a Subsidiary of the Borrower
would be deemed to be a "single employer" within the meaning of Section 414(b),
(c), (m) or (o) of the Code.

              "Eurodollar Loan" shall mean each Loan designated as such by a
Borrower at the time of the incurrence thereof or conversion thereto.

              "Event of Default" shall have the meaning provided in Section 10.

              "Excess Cash Flow" shall mean, for any period, the remainder of
(i) the sum of (a) Adjusted Consolidated Net Income for such period, and (b) the
decrease, if any, in Adjusted Working Capital from the first day to the last day
of such period, minus (ii) the sum of (a) the amount of cash Capital
Expenditures (to the extent not financed with Indebtedness or equity but not in
excess of the amounts permitted pursuant to Section 9.08) made by the Borrower
and its Subsidiaries on a consolidated basis during such period, (b) the amount
of permanent principal payments of Indebtedness for borrowed money of the
Borrower and its Subsidiaries (other than repayments of Loans); provided that
repayments of Loans shall be deducted in determining Excess Cash Flow if such
repayments were applied to Scheduled Repayments required to be made during such
period, were made as a voluntary prepayment with internally generated funds (but
in the case of a voluntary prepayment of Revolving Loans or a voluntary
prepayment of Capital Expenditure Loans prior to the Capital Expenditure Loan
Conversion Date, only to the extent accompanied by a voluntary reduction to the
Total Revolving Loan Commitment or to the Total Capital Expenditure Loan
Commitment, as the case may be) during such period, (c) the amount of cash
expended in respect of Permitted Acquisitions and Permitted Store Developments
during such period (to the extent not financed with Indebtedness or equity but
not in excess of the amounts permitted pursuant to Section 8.15 or 9.06, as the
case may be) and (d) the increase, if any, in Adjusted Working Capital from the
first day to the last day of such period. In making the foregoing determinations
under clause (i)(b) or (ii)(d) of the immediately preceding sentence, the amount
of the Adjusted Working Capital acquired as a result of each Permitted
Transaction which occurred during the respective period for which Excess Cash
Flow is being determined shall have been deemed to have been acquired on the
first day of such period.





                                      -94-
<PAGE>   101

              "Excess Cash Flow Payment Period" shall mean (a) the period
commencing on the Capital Expenditure Loan Conversion Date and ending on the
last day of the fiscal year in which the Capital Expenditure Loan Conversion
Date occurs and (b) each fiscal year thereafter.

              "Existing Indebtedness" shall have the meaning provided in Section
7.22.

              "Facing Fee" shall have the meaning provided in Section 3.01(b).

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

              "Fees" shall mean all amounts payable pursuant to or referred to
in Section 3.01.

              "Final Maturity Date" shall mean the fifth anniversary of the
Initial Borrowing Date.

              "Fixed Charge Coverage Ratio" for any period shall mean the ratio
of (x) Consolidated Free Cash Flow less the amount of all cash Maintenance
Capital Expenditures by the Borrower or any of its Subsidiaries for such period
to (y) Fixed Charges for such period.

              "Fixed Charges" for any period shall mean the sum of (i)
Consolidated Interest Expense for such period, (ii) the aggregate principal
amount of all repayments and, without duplication, scheduled repayments of
Indebtedness (including the principal portion of rentals under Capitalized Lease
Obligations but excluding repayment of Revolving Loans not accompanied by a
permanent reduction to the Total Revolving Loan Commitment and excluding
repayments of Capital Expenditure Loans prior to the Capital Expenditure Loan
Conversion Date not accompanied by a permanent reduction to the Total Capital
Expenditure Loan Commitment) and (iii) taxes paid by the Borrower and its
Subsidiaries for such period (including taxes paid during such period by the
Person or business, division or product line acquired by the Borrower or any of
its Subsidiaries pursuant to a Permitted Acquisition during such period;
provided, however, the amount of such taxes shall be audited or otherwise
acceptable to the Agent).



                                      -95-
<PAGE>   102

              "Guaranties" shall mean and include each Subsidiaries Guaranty
executed by the Subsidiaries of the Borrower.

              "Guarantor" shall mean each Subsidiary of the Borrower.

              "Hazardous Materials" means (a) petroleum or petroleum products,
radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, transformers or other equipment that
contain, dielectric fluid containing levels of polychlorinated biphenyls, and
radon gas; (b) any chemicals, materials or substances defined as or included in
the definition of "hazardous substances," "hazardous waste," "hazardous
materials," "extremely hazardous waste," "restricted hazardous waste," "toxic
substances," "toxic pollutants," "contaminants," or "pollutants," or words of
similar meaning and regulatory effect, under any applicable Environmental Law;
and (c) any other chemical, material or substance, exposure to which is
prohibited, limited or regulated under applicable Environmental Law. Excluded
from this definition shall be Hazardous Materials in limited quantities used and
stored in compliance with all applicable Environmental Laws and required in
connection with the normal operation and maintenance of any Real Property.

              "Indebtedness" shall mean, as to any Person, without duplication,
(i) all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services other than trade payables and accrued expenses arising in the ordinary
course of business, (ii) the maximum amount available to be drawn under all
letters of credit issued for the account of such Person and all unpaid drawings
in respect of such letters of credit, (iii) all Indebtedness of the types
described in clause (i), (ii), (iv), (v), (vi) or (vii) of this definition
secured by any Lien on any property owned by such Person, whether or not such
Indebtedness has been assumed by such Person, (iv) all Capitalized Lease
Obligations of such Person, (v) all obligations of such Person to pay a
specified purchase price for goods or services, whether or not delivered or
accepted, i.e., take-or-pay and similar obligations, (vi) all Contingent
Obligations of such Person and (vii) all obligations under any Interest Rate
Protection or Other Hedging Agreement or under any similar type of agreement
entered into with a Person not a Bank.

              "Indemnified Matters" shall have the meaning provided in Section
13.01.

              "Indemnitees" shall have the meaning provided in Section 13.01.

              "Initial Borrowing Date" shall mean the date on which the initial
Credit Event occurs.

              "Intellectual Property" shall have the meaning provided in Section
7.21.



                                      -96-
<PAGE>   103

              "Intellectual Property Subsidiary" shall mean a Wholly-Owned
Subsidiary of the Borrower formed after the Initial Borrowing Date and in
accordance with the requirements of Section 9.19 for the purpose of holding the
intellectual property of the Borrower and its Subsidiaries.

              "Intercompany Loan" shall have the meaning provided Section
9.06(xi).

              "Intercompany Notes" shall mean a promissory note issued by a
Subsidiary of the Borrower in the form of Exhibit M, evidencing Intercompany
Loans.

              "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

              "Interest Period" shall have the meaning provided in Section 1.09.

              "Interest Rate Protection or Other Hedging Agreements" shall have
the meaning provided in the Security Documents.

              "Issuing Bank" shall mean Banque Paribas and any Bank which at the
request of the Borrower agrees, in such Bank's sole discretion, to become an
Issuing Bank for the purpose of issuing Letters of Credit pursuant to Section 2.
The sole Issuing Bank on the Initial Borrowing Date is Banque Paribas.

              "L/C Supportable Indebtedness" shall mean (i) obligations of the
Borrower or any of its Subsidiaries incurred in the ordinary course of business
with respect to workers compensation, surety bonds and other similar statutory
obligations and security deposits for landlords and (ii) such other obligations
of the Borrower or any of its Subsidiaries as are reasonably acceptable to the
Issuing Bank and otherwise permitted to exist pursuant to the terms of this
Agreement.

              "Leaseholds" of any Person means all the right, title and interest
of such Person as lessee or licensee in, to and under leases or licenses of
land, improvements and/or fixtures.

              "Letter of Credit" shall have the meaning provided in Section
2.01(a).

              "Letter of Credit Fee" shall have the meaning provided in Section
3.01(c).

              "Letter of Credit Outstandings" shall mean, at any time, the sum
of (i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii)
the amount of all Unpaid Drawings.



                                      -97-
<PAGE>   104

              "Letter of Credit Request" shall have the meaning provided in
Section 2.03(a).

              "Lien" shall mean any mortgage, pledge, hypothe- cation,
assignment, deposit arrangement, encumbrance, lien (statutory or other),
preference, priority or other security agreement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing or similar statement or notice filed under
the UCC or any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

              "Loan" shall mean each Term Loan, each Revolving Loan and each
Capital Expenditure Loan.

              "Maintenance Capital Expenditures" shall mean Capital Expenditures
made by the Borrower or any of its Subsidiaries in connection with the upgrading
or maintenance of existing stores or the upgrading or maintenance of new stores.

              "Management Agreements" shall have the meaning provided in Section
5.05.

              "Margin Stock" shall have the meaning provided in Regulation U.

              "Material Contracts" shall have the meaning provided in Section
5.05.

              "Material Subsidiaries" shall mean and include, at any time, (i)
Moovies of Georgia, Inc., (ii) Moovies of Iowa, Inc., (iii) Moovies of the
Carolinas, Inc., (iv) Pic-a-Flick of Greenville, Inc. and (v) any Subsidiary of
the Borrower that (x) has assets at such time comprising 5% or more of the
consolidated assets of the Borrower and its Subsidiaries or (y) had net income
in the most recently ended fiscal year of the Borrower comprising 5% or more of
the consolidated net income of the Borrower and its Subsidiaries for such fiscal
year.

              "Maximum Store Investment Amount" shall mean, as at any
determination thereof, the amount obtained by dividing (x) the total amount of
expended by the Borrower and its Subsidiaries to effect Permitted Capital
Expenditure Transactions by (y) the number of new video stores in respect of
which Permitted Capital Expenditure Transactions have been made since the
Effective Date at such time of determination.

              "Maximum Weekly Hold Amount" shall mean, as at the close of
business on the last Business Day of any week, an amount of cash equal to the
product of (x) $3,000 multiplied by (y) the number of stores of the Borrower and
its Subsidiaries at such time.


                                      -98-
<PAGE>   105

              "Minimum Borrowing Amount" shall mean (i) for Base Rate Loans,
$1,000,000 and (ii) for Eurodollar Loans, $2,000,000.

              "Minimum Weekly Sweep Amount" shall mean, as at the close of
business on the last Business Day of any week, an amount of cash equal to the
remainder of (x) the amount of cash and Cash Equivalents of the Borrower and its
Subsidiaries not held in a Concentration Account at such time less (y) the
Maximum Weekly Hold Amount.

              "Net Sale Proceeds" shall mean for any sale of assets, the 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 from such sale, net of reasonable transaction costs (including, without
limitation, attorneys' fees), the amount of such gross cash proceeds required to
be used to permanently repay any Indebtedness which is secured by the respective
assets which were sold, and the estimated marginal increase in income taxes
which will be payable by the Borrower' consolidated group as a result of such
sale.

              "Note" shall mean each Term Note, each Capital Expenditure Note
and each Revolving Note.

              "Notice of Borrowing" shall have the meaning pro- vided in Section
1.03(a).

              "Notice of Conversion" shall have the meaning provided in Section
1.06.

              "Notice Office" shall mean the office of the Agent located at 787
Seventh Avenue, New York, New York 10019, Attention: Loan Operations, or such
other office as the Agent may hereafter designate in writing as such to the
other parties hereto.

              "Obligations" shall mean all amounts owing to the Agent, the
Collateral Agent or any Bank pursuant to the terms of this Agreement or any
other Credit Document.

              "Participant" shall have the meaning provided in Section 2.04(a).

              "Payment Office" shall mean the office of the Agent located at 787
Seventh Avenue, New York, New York 10019, Attention: Donald J. Ercole, or such
other office as the Agent may hereafter designate in writing as such to the
other parties hereto.

              "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

              "Percentage" of any Bank at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Revolving Loan
Commitment of such Bank at



                                      -99-
<PAGE>   106

such time and the denominator of which is the Total Revolving Loan Commitment at
such time; provided that if the Percentage of any Bank is to be determined after
the Total Revolving Loan Commitment has been terminated, then the Percentages of
the Banks shall be determined immediately prior (and without giving effect) to
such termination.

              "Permitted Acquisition" shall mean the acquisition by the Borrower
or any of its Subsidiaries of assets constituting all or substantially all of a
business, business unit, division or product line of any Person not already a
Subsidiary of the Borrower or 100% of the capital stock of any such Person,
although any such acquisition shall only be a Permitted Acquisition so long as
(A) the consideration therefor consists solely of the proceeds of Capital
Expenditure Loans, issuances of Borrower Common Stock, Seller Preferred Stock,
Permitted Seller Notes, Permitted Earn-Out Debt and the assumption of
Capitalized Lease Obligations; (B) the assets acquired, or the business of the
Person whose stock is acquired, shall be in a Permitted Business; (C) those
acquisitions that are structured as asset acquisitions shall be consummated by
the Borrower or through a new Subsidiary formed by the Borrower, which shall be
a Wholly-Owned Subsidiary of the Borrower, to effect such acquisition and (D)
those acquisitions that are structured as stock acquisitions shall be effected
through a purchase of 100% of the capital stock of such Person by the Borrower
or through a merger between such Person and a newly-formed direct Wholly-Owned
Subsidiary of the Borrower, as the case may be, so that after giving effect to
such merger 100% of the capital stock of the surviving corporation of such
merger is owned by the Borrower. Notwithstanding anything to the contrary
contained in the immediately preceding sentence, an acquisition shall be a
Permitted Acquisition only if all requirements of Section 8.15 with respect to
Permitted Acquisitions are met with respect thereto.

              "Permitted Acquisition Notice" shall have the meaning provided in
Section 8.15(a).

              "Permitted Asset Sales" shall mean and include (i) sales of
inventory in the ordinary course of business, (ii) Permitted Sale-Leaseback
Transactions effected in accordance with the definition thereof, (iii) sales of
furniture, fixtures and equipment in the ordinary course of business to the
extent the net cash proceeds therefrom do not exceed $250,000 in the aggregate,
(iv) sales of motor vehicles permitted by Section 9.02(xii) and (v) the
Designated Real Property Sale to the extent the Net Sale Proceeds therefrom do
not exceed $1,000,000.

              "Permitted Business" shall mean (i) the business of owning,
operating, developing and acquiring video specialty stores for the (a) rental
and sale of videos and video games, (b) rental of video cassette players and
video game equipment; and (c) sale of video accessories, video cleaning
equipment and confectionery items in connection with the conduct of the business
described in clauses (a) and (b) above; and (ii) the licensing and franchising
of rights to conduct the businesses referred to in clause (i) above.



                                     -100-
<PAGE>   107

              "Permitted Capital Expenditure Transaction" shall mean Capital
Expenditures made by the Borrower or any of its Subsidiaries to effect tenant
improvements to video stores not previously leased by the Borrower or any of its
Subsidiaries and to acquire initial rental tape and merchandise inventory in
connection with the opening of a new video store. Notwithstanding the foregoing,
a Capital Expenditure shall only be a Permitted Capital Expenditure Transaction
if all requirements of Section 9.08 are met with respect thereto.

              "Permitted Earn-Out Debt" shall mean Indebtedness of the Borrower
incurred in connection with a Permitted Acquisition and in accordance with
Section 8.15, which Indebtedness is not secured by any assets of the Borrower or
any of its Subsidiaries (including, without limitation, the assets so acquired)
and is only payable by the Borrower upon the passage of time (e.g. non-compete
payments) or in the event certain future performance goals are achieved with
respect to the assets acquired; provided that such Indebtedness shall only
constitute Permitted Earn-Out Debt to the extent the terms of such Indebtedness
expressly limit the maximum potential liability of the Borrower with respect
thereto and all such other terms shall be in form and substance satisfactory to
the Agent.

              "Permitted Equity Issuances" shall mean issuances of Borrower
Common Stock or Seller Preferred Stock by the Borrower as consideration in
Permitted Acquisitions, but only to the extent permitted pursuant to Section
8.15.

              "Permitted Liens" shall have the meaning provided in Section 9.01.

              "Permitted Sale-Leaseback Transactions" shall mean any sale by the
Borrower or any of its Subsidiaries of computer and telephone systems in the
ordinary course of business and property acquired, and improvements made, in
connection with Permitted Store Developments, which equipment, property and
improvements, as the case may be, is then leased back to the Borrower or such
Subsidiary, provided that the proceeds of the respective sale shall be comprised
entirely of cash and in an amount equal to at least 95% of the aggregate amount
expended by the Borrower or such Subsidiary in so acquiring or improving such
equipment or property.

              "Permitted Seller Notes" shall mean notes issued by the Borrower
to sellers of stock or assets in a Permitted Acquisition and issued in
accordance with Section 8.15, which notes may be senior but shall be unsecured
and unguaranteed, and shall otherwise be in form and substance satisfactory to
the Agent.

              "Permitted Store Development" shall mean the investment by a
newly-formed Wholly-Owned Subsidiary of the Borrower in real property and
improvements thereon in contemplation of a Permitted Sale-Leaseback Transaction;
provided, however such investment shall only be permitted, so long as on or
prior to the consummation of any 



                                     -101-
<PAGE>   108

such Permitted Store Development, (i) 100% of the capital stock of such
Wholly-Owned Subsidiary is pledged to the Collateral Agent for the benefit of
the Secured Creditors pursuant to the Pledge Agreement and the certificates, if
any, representing such stock, together with stock powers duly executed in blank,
are delivered to the Collateral Agent, (ii) such Wholly-Owned Subsidiary
executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the
Security Agreement and (iii) the Borrower shall have cause to be delivered to
the Collateral Agent such other agreements and shall take such other actions as
shall be required to comply with Sections 8.15(b), (c) and (d) as if the
Permitted Store Development was a Permitted Acquisition and as shall be
necessary or appropriate in connection with providing the Collateral Agent a
first perfected security interest in all such real property and improvements,
including, without limitation, such mortgages, title policies, title insurance,
opinions of counsel, real estate appraisals and environmental appraisals.

              "Permitted Transaction" shall mean and include any Permitted
Acquisition and any Permitted Capital Expenditure Transaction.

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

              "Plan" shall mean any pension plan, as defined in Section 3(2) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) the Borrower, a Subsidiary of the Borrower or an
ERISA Affiliate, and each such plan for the five year period immediately
following the latest date on which the Borrower, a Subsidiary of the Borrower or
an ERISA Affiliate maintained, contributed to or had an obligation to contribute
to such plan.

              "Pledge Agreement" shall have the meaning provided in Section
5.07.

              "Pledge Agreement Collateral" shall mean all "Collateral" as
defined in the Pledge Agreement.

              "Pledged Securities" shall have the meaning assigned that term in
the Pledge Agreement.

              "Prime Lending Rate" shall mean the rate which The Chase Manhattan
Bank announces from time to time as its prime commercial lending rate, the Prime
Lending Rate to change when and as such prime lending rate changes. The Prime
Lending Rate is a reference rate and does not necessarily represent the lowest
or best rate actually charged to any customer by Banque Paribas or The Chase
Manhattan Bank, who may make commercial loans or other loans at rates of
interest at, above or below the Prime Lending Rate.



                                     -102-
<PAGE>   109

              "Pro Forma Basis" shall mean, with respect to any Permitted
Acquisition the calculation of the consolidated results of the Borrower and its
Subsidiaries otherwise determined in accordance with this Agreement as if the
respective Permitted Acquisition (and all other Permitted Acquisitions
consummated during the respective Calculation Period or thereafter and prior to
the date of determination pursuant to Section 8.15 or other applicable provision
of this Agreement) had been effected on the first day of the respective
Calculation Period; provided that all calculations shall take into account the
following assumptions:

              (i)    if any Indebtedness is incurred pursuant to the respective
       Permitted Acquisition (or was incurred in any other Permitted Acquisition
       which occurred during the relevant Calculation Period or thereafter and
       prior to the date of determination) then all such Indebtedness shall be
       deemed to have been outstanding from the first day of the respective
       Calculation Period (and the interest expense associated with such
       Indebtedness, shall be determined at the actual rates applicable thereto
       or which would have been applicable had such debt been outstanding for
       the whole such period and shall be included in determining Consolidated
       Interest Expense on such Pro Forma Basis) and all Indebtedness that was
       outstanding during the Calculation Period or thereafter and prior to the
       date of the Permitted Acquisition but not outstanding on the date of the
       Permitted Acquisition shall be deemed to have been repaid in full on the
       first day of the Calculation Period;

              (ii)   all calculations of Consolidated EBITDA and Consolidated
       Free Cash Flow (without duplication) (and the other components of the
       definition of Consolidated EBITDA or Consolidated Free Cash Flow, as the
       case may be, included therein) shall include only the Consolidated EBITDA
       or Consolidated Free Cash Flow, as the case may be, of the Borrower and
       its Subsidiaries (and the other components of the definition of
       Consolidated EBITDA or Consolidated Free Cash Flow, as the case may be,
       included therein) during the relevant Calculation Period and shall not
       include any Consolidated EBITDA or Consolidated Free Cash Flow (or other
       components) of the Person or business, division or product line being
       acquired pursuant to the Permitted Acquisition unless either (x) such
       Consolidated EBITDA or Consolidated Free Cash Flow, as the case may be,
       of the Person or business, division or product line being acquired has
       been audited for the entire Calculation Period by any of the "big six" or
       other reputable nationally or regionally recognized accounting firm or
       (y) in the case of calculations based on unaudited financial statements,
       the Agent shall be reasonably satisfied with the amounts of Consolidated
       EBITDA or Consolidated Free Cash Flow, as the case may be, (and the other
       components) of such Person or business, division or product line being
       acquired pursuant to the respective Permitted Acquisition; and



                                     -103-
<PAGE>   110

              (iii)  if all or any portion of the respective Calculation Period
       occurs before January 1, 1997, then compliance with Sections 9.09 through
       9.14, inclusive, on a Pro Forma Basis, shall only be required to be
       established for the period beginning on January 1, 1997, and ending on
       the last day of the respective Calculation Period; provided, that to the
       extent a financial covenant calculation compares a balance sheet item to
       an income statement item, all calculations relating to the financial
       results of the Person or business, division or product line being
       acquired pursuant to the Permitted Acquisition shall, to the extent that
       such results relate to income statement items, be multiplied by a
       fraction (x) the numerator of which shall be the number of days from
       January 1, 1997, to the end of the Calculation Period and (y) the
       denominator of which shall be the number of days in the Calculation
       Period without giving effect to this clause which provides that the
       Calculation Period commences on January 1, 1997 (and is therefore less
       than four fiscal quarters).

              "Projections" shall have the meaning provided in Section 5.15.

              "Quarterly Payment Date" shall mean the last Business Day of each
March, June, September and December of each calendar year.

              "Quoted Rate" shall mean (a) the offered quotation to first-class
banks in the New York interbank Eurodollar market by the Agent for U.S. dollar
deposits of amounts in immediately available funds comparable to the outstanding
principal amount of the Eurodollar Loan of the Agent for which an interest rate
is then being determined with maturities comparable to the Interest Period
applicable to such Eurodollar Loan determined as of 10:00 A.M. (New York time)
on the date which is two Business Days prior to the commencement of such
Interest Period, divided (and rounded upward to the next whole multiple of 1/16
of 1%) by (b) a percentage equal to 100% minus the then stated maximum rate of
all reserve requirements (including, without limitation, any marginal,
emergency, supplemental, special or other reserves) applicable to any member
bank of the Federal Reserve System in respect of Eurocurrency funding or
liabilities as defined in Regulation D (or any successor category of liabilities
under Regulation D).

              "RCRA" shall mean the Resource Conservation and Recovery Act, as
the same may be amended from time to time, 42 U.S.C. ss. 6901 et seq.

              "Real Property" of any Person shall mean all the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

              "Recovery Event" shall mean the receipt by the Borrower or any
Subsidiary of the Borrower of any cash insurance proceeds from key-man life
insurance or liability insurance or insurance payable by reason of theft,
physical destruction or damage or any 



                                     -104-
<PAGE>   111

other similar event with respect to any properties or assets of the Borrower or
any Subsidiary of the Borrower (including, without limitation, business
interruption insurance).

              "Refinanced Indebtedness" shall have the meaning provided in
Section 5.16(b).

              "Register" shall have its meaning provided in Section 8.16.

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

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

              "Regulation T" shall mean Regulation T 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.

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

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

              "Release" means disposing, discharging, injecting, spilling,
pumping, leaking, leaching, dumping, emitting, escaping, emptying, seeping,
placing, pouring and the like, into or upon any land or water or air, or
otherwise entering into the environment.

              "Replaced Bank" shall have the meaning provided in Section 1.12.

              "Replacement Bank" shall have the meaning provided in Section
1.12.

              "Replacement Tape Expenditures" for any period shall mean the
amount of expenditures made by the Borrower or any of its Subsidiaries to
purchase rental video tapes during such period, except to the extent that such
purchases constitute Permitted Capital Expenditure Transactions.



                                     -105-
<PAGE>   112

              "Reportable Event" shall mean an event described in Section
4043(c) of ERISA with respect to a Plan that is subject to Title IV of ERISA
other than those events as to which the 30-day notice period is waived under
subsection .22, .23, .25, .27, or .28 of PBGC Regulation Section 4043.

              "Required Capital Expenditure Facility Banks" shall mean Banks the
sum of whose Capital Expenditure Loan Commitments (or after the termination
thereof, the sum of whose Capital Expenditure Loans) represent an amount greater
than 50% of the Total Capital Expenditure Loan Commitment (or, after the Capital
Expenditure Loan Conversion Date, the Banks the sum of whose outstanding Capital
Expenditure Loans represent an amount greater that 50% of all outstanding
Capital Expenditure Loans made by all Banks).

              "Required Banks" shall mean Banks the sum of whose outstanding
Term Loans, Capital Expenditure Loan Commitments (or after the termination
thereof, the sum of outstanding Capital Expenditure Loans), Revolving Loan
Commitments (or after the termination thereof, the sum of outstanding Revolving
Loans and Letter of Credit Outstandings), represent an amount greater than 50%
of the sum of all outstanding Term Loans, the Total Capital Expenditure Loan
Commitment (or after the termination thereof, the sum of the then total
outstanding Capital Expenditure Loans) and the Total Revolving Loan Commitment
(or after the termination thereof, the sum of the then total outstanding
Revolving Loans and Letter of Credit Outstandings).

              "Required Term Facility Banks" shall mean Banks the sum of whose
outstanding Term Loans represent an amount greater than 50% of all outstanding
Term Loans made by all Banks.

              "Returns" shall have the meaning provided in Sec- tion 7.09.

              "Revolving Loan Commitment" shall mean, for each Bank, the amount
set forth opposite such Bank's name on Schedule I hereto directly below the
column entitled "Revolving Loan Commitment," as same may be (x) reduced or
terminated from time to time pursuant to Sections 3.02, 3.03, 4.02 and/or 10 or
(y) adjusted from time to time as a result of assignments to or from such Bank
pursuant to Section 1.12 or 13.04.

              "Revolving Loans" shall have the meaning provided in Section
1.01(c).

              "Revolving Note" shall have the meaning provided in Section
1.05(a)(iii).

              "Scheduled Capital Expenditure Loan Repayment" shall have the
meaning provided in Section 4.02(A)(c).



                                     -106-
<PAGE>   113

              "Scheduled Repayment" shall have the meaning provided in Section
4.02(A)(c).

              "Scheduled Term Loan Repayment" shall have the meaning provided in
Section 4.02(A)(b).

              "SEC" shall have the meaning provided in Section 8.01(h).

              "Section 4.04(b)(ii) Certificate" shall have the meaning provided
in Section 4.04(b)(ii).

              "Secured Creditors" shall mean (x) the Banks, the Agent, the
Collateral Agent and (y) any Bank which on the date hereof is, or subsequently
becomes, party to any Interest Rate Protection or Other Hedging Agreement.

              "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

              "Securities Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder.

              "Security Agreement" shall have the meaning provided in Section
5.08.

              "Security Agreement Collateral" shall mean all "Collateral" as
defined in the Security Agreement.

              "Security Documents" shall mean the Pledge Agreement, the Security
Agreement, the Concentration Account Consent Letter and each Additional Security
Document.

              "Seller" shall mean, collectively, Warehouse and Movie Warehouse
Cambridge Park, Inc., Michigan corporation.

              "Seller Note" shall mean the 6.25% Seller Subordinated Note due
1999 issued by the Borrower in favor of the Seller as partial consideration for
the purchase price of the Acquired Business in the aggregate principal amount of
$2,000,000 in the form attached hereto as Exhibit L, as in effect on the Initial
Borrowing Date and as the same may be amended, modified or supplemented from
time to time pursuant to the terms hereof and thereof.

              "Seller Note Documents" shall mean and include the Seller Note and
each of the other documents, instruments and other agreements entered into and
relating to the



                                     -107-
<PAGE>   114

issuance by the Borrower of the Seller Note, as in effect on the Initial
Borrowing Date and as amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof.

              "Seller Preferred Stock" shall mean perpetual preferred stock
issued by the Borrower which preferred stock has no mandatory redemption,
sinking fund or similar requirements, pays no cash dividends, has no covenants
or voting rights and is otherwise acceptable in all respects to the Agent.

              "Shareholders' Agreements" shall have the meaning provided in
Section 5.05.

              "Stated Amount" of each Letter of Credit shall, at any time, mean
the maximum amount available to be drawn thereunder at such time (in each case
determined without regard to whether any conditions to drawing could then be
met).

              "Subsidiaries Guaranty" shall have the meaning provided in Section
5.09.

              "Subsidiary" shall mean, as to any Person, (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of 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 and/or one or
more Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Subsidiaries of
such Person has more than a 50% equity interest at the time.

              "Syndication Termination Date" shall mean the earlier of (x) 30
days after the Initial Borrowing Date or (y) the date on which the Agent, in its
sole discretion, determines (and notifies the Borrower) that the primary
syndication (and the resultant addition of institutions as Banks pursuant to
Section 13.04) has been completed.

              "Tax Sharing Agreements" shall have the meaning provided in
Section 5.05.

              "Taxes" shall have the meaning provided in Section 4.04(a).

              "Term Loan" shall have the meaning provided in Section 1.01(a).

              "Term Loan Commitment" shall mean, with respect to each Bank, the
amount set forth opposite such Bank's name in Schedule I directly below the
column entitled "Term Loan Commitment," as the same may be (x) reduced or
terminated pursuant to



                                     -108-
<PAGE>   115

Section 3.03, 4.02 and/or 10 or (y) adjusted from time to time as a result of
assignments to or from such Bank pursuant to Section 1.12 or 13.04.

              "Term Loan Facility" shall mean the facility evidenced by Total
Term Loan Commitment.

              "Term Note" shall have the meaning provided in Section 1.05(a)(i).

              "Term TL Percentage" shall mean, at any time, a fraction
(expressed as a percentage), the numerator of which is equal to the aggregate
principal amount of all Term Loans outstanding at such time, and the denominator
of which is equal to the aggregate principal amount of all Term Loans
outstanding at such time and, after the Capital Expenditure Loan Conversion
Date, the Capital Expenditure Loans outstanding at such time.

              "Total Capital Expenditure Loan Commitment" shall mean, at any
time, the sum of the Capital Expenditure Loan Commitments of each of the Banks.

              "Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Banks.

              "Total Revolving Loan Commitment" shall mean, at any time, the sum
of the Revolving Loan Commitments of each of the Banks.

              "Total Term Loan Commitment" shall mean, at any time, the Term
Loan Commitment of each of the Banks.

              "Total Unutilized Capital Expenditure Loan Commitment" shall mean,
at any time, an amount equal to the remainder of (x) the then Total Capital
Expenditure Loan Commitment less (y) the aggregate principal amount of Capital
Expenditure Loans then outstanding.

              "Total Unutilized Revolving Loan Commitment" shall mean, at any
time, an amount equal to the remainder of (x) the then Total Revolving Loan
Commitment, less (y) the sum of the aggregate principal amount of Revolving
Loans then outstanding and (z) the then aggregate amount of Letter of Credit
Outstandings.

              "Tranche" shall mean the respective facility and commitments
utilized in making Loans hereunder, with there being three separate Tranches,
i.e., Term Loans, Capital Expenditure Loans and Revolving Loans.


                                     -109-
<PAGE>   116

              "Transaction" shall mean collectively, (i) the incurrence of Loans
hereunder on the Initial Borrowing Date, (ii) the consummation of the
Acquisition, (iii) the repayment of all Refinanced Indebtedness, together with
all accrued interest, premiums, fees, commissions and expenses owing in
connection therewith, and the termination of all commitments thereunder and (iv)
the payment of the Transaction Fees and Expenses in connection therewith.

              "Transaction Fees and Expenses" shall mean all fees and expenses
incurred in connection with and arising out of the Transaction and the
transactions contemplated thereby and hereby; provided, however, that the
aggregate amount of such fees and expenses shall not exceed $3,000,000 in the
aggregate.

              "Type" shall mean the type of Loan determined with regard to the
interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Loan.

              "UCC" shall mean the Uniform Commercial Code as from time to time
in effect in the relevant jurisdiction.

              "Unfunded Current Liability" of any Plan shall mean the amount, if
any, by which the actuarial present value of the accumulated plan benefits under
the Plan as of the close of its most recent plan year, determined in accordance
with actuarial assumptions at such time consistent with Statement of Financial
Accounting Standards No. 87, exceeds the fair market value of the assets
allocable thereto.

              "United States" and "U.S." shall each mean the United States of
America.

              "Unpaid Drawing" shall have the meaning provided for in Section
2.05(a).

              "Unutilized Capital Expenditure Loan Commitment" for any Bank, at
any time, shall mean the Capital Expenditure Loan Commitment of such Bank at
such time less the aggregate principal amount of Capital Expenditure Loans made
by such Bank and then outstanding.

              "Unutilized Revolving Loan Commitment" for any Bank, at any time,
shall mean the Revolving Loan Commitment of such Bank at such time less the sum
of (i) the aggregate principal amount of Revolving Loans made by such Bank and
then outstanding and (ii) such Bank's Percentage of the Letter of Credit
Outstandings.

              "Warehouse" shall mean Movie Warehouse, Inc., a Michigan
corporation.

              "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock is at the time owned by such Person
and/or one or more



                                     -110-
<PAGE>   117

Wholly-Owned Subsidiaries of such Person and (ii) any partnership, association,
joint venture or other entity in which such Person and/or one or more
Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such
time.


              Section 12. The Agent.

              12.01 Appointment. The Banks hereby designate Banque Paribas as
Agent (for purposes of this Section 12, the term "Agent" shall include Banque
Paribas in its capacity as Collateral Agent pursuant to the Security Documents)
to act as specified herein and in the other Credit Documents. Each Bank hereby
irrevocably authorizes, and each holder of any Note by the acceptance of such
Note shall be deemed irrevocably to authorize, the Agent to take such action on
its behalf under the provisions of this Agreement, the other Credit Documents
and any other instruments and agreements referred to herein or therein and to
exercise such powers and to perform such duties hereunder and thereunder as are
specifically delegated to or required of the Agent by the terms hereof and
thereof and such other powers as are reasonably incidental thereto. The Agent
may perform any of its duties hereunder by or through its officers, directors,
agents or employees.

              12.02 Nature of Duties. The Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement and the
Security Documents. Neither the Agent nor any of its officers, directors, agents
or employees shall be liable for any action taken or omitted by it or them
hereunder or under any other Credit Document or in connection herewith or
therewith, unless caused by its or their gross negligence or willful misconduct.
The duties of the Agent shall be mechanical and administrative in nature; the
Agent shall not have by reason of this Agreement or any other Credit Document a
fiduciary relationship in respect of any Bank or the holder of any Note; and
nothing in this Agreement or any other Credit Document, expressed or implied, is
intended to or shall be so construed as to impose upon the Agent any obligations
in respect of this Agreement or any other Credit Document except as expressly
set forth herein.

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



                                     -111-
<PAGE>   118

not be responsible to any Bank or the holder of any Note for any recitals,
statements, information, representations or warranties herein or in any
document, certificate or other writing delivered in connection herewith or for
the execution, effectiveness, genuineness, validity, enforceability, perfection,
priority or sufficiency of this Agreement or any other Credit Document or the
financial condition of the Borrower or its Subsidiaries or be required to make
any inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of this Agreement or any other Credit Document, or the
financial condition of the Borrower or its Subsidiaries or the existence or
possible existence of any Default or Event of Default.

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

              12.05 Reliance. The Agent shall be entitled to rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or facsimile message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
any Person that the Agent believed to be the proper Person, and, with respect to
all legal matters pertaining to this Agreement and any other Credit Document and
its duties hereunder and thereunder, upon advice of counsel selected by it.

              12.06 Indemnification. (a) To the extent the Agent is not
reimbursed and indemnified by the Borrower, the Banks will reimburse and
indemnify the Agent, in proportion to their respective "percentages" as used in
determining the Required Banks, for and against any and all liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, suits,
costs, expenses or disbursements of whatsoever kind or nature which may be
imposed on, asserted against or incurred by the Agent in performing its duties
hereunder or under any other Credit Document, in any way relating to or arising
out of this Agreement or any other Credit Document; provided that no Bank shall
be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Agent's gross negligence or willful misconduct.

              (b) The Agent shall be fully justified in failing or refusing to
take any action hereunder and under any other Credit Document (except actions
expressly required to be 



                                     -112-
<PAGE>   119

taken by it hereunder or under the Credit Documents) unless it shall first be
indemnified to its satisfaction by the Banks pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

              12.07 The Agent in Its Individual Capacity. With respect to its
obligation to make Loans under this Agreement, the Agent shall have the rights
and powers specified herein for a "Bank" and may exercise the same rights and
powers as though it were not performing the duties specified herein; and the
term "Banks," "Required Banks," "holders of Notes" or any similar terms shall,
unless the context clearly otherwise indicates, include the Agent in its
individual capacity. The Agent may accept deposits from, lend money to, and
generally engage in any kind of banking, trust or other business with any Credit
Party or any Affiliate of any Credit Party as if it were not performing the
duties specified herein, and may accept fees and other consideration from the
Borrower or any other Credit Party for services in connection with this
Agreement and may purchase and hold equity interests in the Borrower or any
other Credit Party without having to account for the same to the Banks and
otherwise without having to account for the same to the Banks.

              12.08 Holders. The Agent may deem and treat the payee of any Note
as the owner thereof for all purposes hereof unless and until a written notice
of the assignment, transfer or endorsement thereof, as the case may be, shall
have been filed with the Agent. Any request, authority or consent of any Person
who, at the time of making such request or giving such authority or consent, is
the holder of any Note shall be conclusive and binding on any subsequent holder,
transferee, assignee or indorsee, as the case may be, of such Note or of any
Note or Notes issued in exchange therefor.

              12.09 Resignation by the Agent. (a) The Agent may resign from the
performance of all its functions and duties hereunder and/or under the other
Credit Documents at any time by giving 15 Business Days' prior written notice to
the Borrower and the Banks. Such resignation shall take effect upon the
appointment of a successor Agent pursuant to clauses (b) and (c) below or as
otherwise provided below.

              (b) Upon any such notice of resignation, the Required Banks shall
appoint a successor Agent hereunder or thereunder who shall be a commercial bank
or trust company reasonably acceptable to the Borrower (it being understood and
agreed that any Bank is deemed to be acceptable to the Borrower).

              (c) If a successor Agent shall not have been so appointed within
such 15 Business Day period, the Agent, with the consent of the Borrower, shall
then appoint a successor Agent who shall serve as Agent hereunder or there-under
until such time, if any, as the Banks appoint a successor Agent as provided
above.




                                     -113-
<PAGE>   120

              (d) If no successor Agent has been appointed pursuant to clause
(b) or (c) above by the 30th Business Day after the date such notice of
resignation was given by the Agent, the Agent's resignation shall become
effective and the Banks shall thereafter perform all the duties of the Agent
hereunder and/or under any other Credit Document until such time, if any, as the
Banks appoint a successor Agent as provided above.


              Section 13. Miscellaneous.

              13.01 Payment of Expenses, etc. The Borrower, agrees to: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Agent (including, without
limitation, the reasonable fees and disbursements of White & Case and local
counsel) in connection with the preparation, execution and delivery of this
Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein and any amendment, waiver or consent relating
hereto or thereto, of the Agent in connection with its syndication efforts with
respect to this Agreement (including, without limitation, the reasonable fees
and disbursements of White & Case) and of the Agent and each of the Banks in
connection with the enforcement of this Agreement and the other Credit Documents
and the documents and instruments referred to herein and therein (including,
without limitation, the reasonable fees and disbursements of counsel for the
Agent and for each of the Banks); (ii) pay and hold each of the Banks harmless
from and against any and all present and future stamp, excise and other similar
taxes with respect to the foregoing matters and save each of the Banks harmless
from and against any and all liabilities with respect to or resulting from any
delay or omission (other than to the extent attributable to such Bank) to pay
such taxes; and (iii) defend, protect, indemnify and hold harmless the Agent and
each Bank, and each of their respective officers, directors, employees,
representatives, attorneys and agents (collectively called the "Indemnitees")
from and against any and all liabilities, obligations (including removal or
remedial actions), losses, damages (including foreseeable and unforeseeable
consequential damages and punitive damages), penalties, claims, actions,
judgments, suits, costs, expenses and disbursements (including reasonable
attorneys' and consultants fees and disbursements) of any kind or nature
whatsoever that may at any time be incurred by, imposed on or assessed against
the Indemnitees directly or indirectly based on, or arising or resulting from,
or in any way related to, or by reason of (a) any investigation, litigation or
other proceeding (whether or not the Agent, the Collateral Agent or any Bank is
a party thereto and whether or not any such investigation, litigation or other
proceeding is between or among the Agent, the Collateral Agent, any Bank, the
Borrower or any third person or otherwise) related to the entering into and/or
performance of this Agreement or any other Credit Document or the use of any
Letter of Credit or the proceeds of any Loans hereunder or the consummation of
any transactions contemplated herein (including, without limitation, the
Transaction) or in any other Credit Document or the exercise of any of their
rights or remedies provided herein or in the other Credit Documents; or, (b) the
actual or alleged



                                     -114-
<PAGE>   121

generation, presence or Release of Hazardous Materials on or from, or the
transportation of Hazardous Materials to or from, any Real Property owned or at
any time operated by the Borrower or any of its Subsidiaries or; (c) any
Environmental Claim relating to the Borrower or any of its Subsidiaries or any
Real Property owned or at any time operated by the Borrower or any of its
Subsidiaries or; (d) the exercise of the rights of the Agent and of any Bank
under any of the provisions of this Agreement or any other Credit Document or
any Letter of Credit or any Loans hereunder; or (e) the consummation of any
transaction contemplated herein (including, without limitation, the Transaction)
or in any other Credit Document (the "Indemnified Matters") regardless of when
such Indemnified Matter arises, but excluding any such Indemnified Matter based
on the gross negligence or willful misconduct of any Indemnitee.

              13.02 Right of Setoff. 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 Bank is hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to any Credit
Party or to any other Person, any such notice being hereby expressly waived, to
set off and to appropriate and apply any and all deposits (general or special)
and any other Indebtedness at any time held or owing by such Bank (including,
without limitation, by branches and agencies of such Bank wherever located) to
or for the credit or the account of each Credit Party against and on account of
the Obligations and liabilities of such Credit Party to such Bank under this
Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations purchased by such Bank pursuant to
Section 13.06(b), and all other claims of any nature or description arising out
of or connected with this Agreement or any other Credit Document, irrespective
of whether or not such Bank shall have made any demand hereunder and although
said Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured.

              13.03 Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to the Borrower, at
its address specified opposite its signature below; if to any Bank, at its
address specified opposite its name below; and if to the Agent, at its Notice
Office; or, as to any Credit Party or the Agent, at such other address as shall
be designated by such party in a written notice to the other parties hereto and,
as to each Bank, at such other address as shall be designated by such Bank in a
written notice to the Borrower and the Agent. All such notices and
communications shall, when mailed, telegraphed, telexed, facsimiled, or cabled
or sent by overnight courier, be effective 3 Business Days after deposited in
the mails, certified, return receipt requested, when delivered to the telegraph
company, cable company or one day following delivery to an overnight courier, as
the case may be, or sent by telex or facsimile device.



                                     -115-
<PAGE>   122

              13.04 Benefit of Agreement. (a) This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto; provided, however, no Credit Party may assign
or transfer any of its rights, obligations or interest hereunder or under any
other Credit Document without the prior written consent of the Banks; and
provided further, that although any Bank may transfer, assign or grant
participations in its rights hereunder, such Bank shall remain a "Bank" for all
purposes hereunder (and may not transfer or assign all or any portion of its
Commitments or Loans hereunder except as provided in Section 13.04(b)) and the
transferee, assignee or participant, as the case may be, shall not constitute a
"Bank" hereunder; and provided further, that no Bank shall transfer or grant any
participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (i) extend the final scheduled
maturity of any Loan or Note or extend the stated maturity of any Letter of
Credit beyond the Final Maturity Date in which such participant is
participating, or reduce the rate or extend the time of payment of interest or
Fees thereon (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount thereof,
or increase the Commitments in which such participant is participating over the
amount thereof then in effect (it being understood that a waiver of any Default
or Event of Default or of a mandatory reduction in the Total Commitment shall
not constitute a change in the terms of any Commitment, and that an increase in
any Commitment shall be permitted without the consent of any participant if the
participant's participation is not increased as a result thereof), (ii) consent
to the assignment or transfer by any Credit Party of any of its rights and
obligations under this Agreement or (iii) release all or substantially all of
the Collateral under all of the Security Documents (except as expressly provided
in the Credit Documents) supporting the Loans hereunder in which such
participant is participating. In the case of any such participation, the
participant shall not have any rights under this Agreement or any of the other
Credit Documents (the participant's rights against such Bank in respect of such
participation to be those set forth in the agreement executed by such Bank in
favor of the participant relating thereto) and all amounts payable by the
Borrower hereunder shall be determined as if such Bank had not sold such
participation.

              (b) Notwithstanding the foregoing, any Bank (or any Bank together
with one or more other Banks) may (x) (A) pledge its Loans and/or Notes
hereunder to a Federal Reserve Bank in support of borrowings made by such Bank
from such Federal Reserve Bank or (B) assign all or a portion of its Loans or
Commitments and related outstanding Obligations hereunder to its parent company,
principal office and/or any affiliate of such Bank or one or more other Banks
or, in the case of a Bank that is a fund that invests in loans, any other fund
that invests in loans and is managed by the same investment advisor of such Bank
or by an affiliate of such investment advisor or (y) assign all or a portion
equal to at least $5,000,000, of such Loans or Commitments and related
outstanding Obligations hereunder to one or more Eligible Transferees each of
which assignees shall




                                     -116-
<PAGE>   123

become a party to this Agreement as a Bank by execution of an assignment and
assumption agreement substantially in the form of Exhibit K (appropriately
completed); provided that: (i) at such time Schedule I shall be deemed modified
to reflect the Commitments of such new Bank and of the existing Banks; (ii) new
Notes will be issued to such new Bank and to the assigning Bank upon the request
of such new Bank or assigning Bank, such new Notes to be in conformity with the
requirements of Section 1.05 to the extent needed to reflect the revised
Commitments; (iii) the consent of the Agent shall be required in connection with
any assignment; and (iv) the Agent shall receive at the time of each such
assignment, from the assigning Bank, the payment of a non-refundable assignment
fee of $3,000. To the extent of any assignment pursuant to this Section
13.04(b), the assigning Bank shall be relieved of its obligations hereunder with
respect to its assigned Commitments. No transfer or assignment under this
Section 13.04(b) will be effective until recorded by the Agent on the Register
pursuant to Section 8.16. At the time of each assignment pursuant to this
Section 13.04(b) to a Person which is not already a Bank hereunder and which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for Federal income tax purposes, the respective assignee Bank shall
provide to the Borrower, and the Agent the appropriate Internal Revenue Service
Forms (and, if applicable, a Section 4.04(b)(ii) Certificate) required by
Section 4.04(b).

              13.05 No Waiver; Remedies Cumulative. No failure or delay on the
part of the Agent or any Bank or any holder of any Note in exercising any right,
power or privilege hereunder or under any other Credit Document and no course of
dealing between a Borrower or any other Credit Party and the Agent or any Bank
or the holder of any Note 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, powers and remedies herein or in any other Credit Document expressly
provided are cumulative and not exclusive of any rights, powers or remedies
which the Agent or any Bank or the holder of any Note would otherwise have. No
notice to or demand on any Credit Party in any case shall entitle any Credit
Party to any other or further notice or demand in similar or other circumstances
or constitute a waiver of the rights of the Agent or any Bank or the holder of
any Note to any other or further action in any circumstances without notice or
demand.

              13.06 Payments Pro Rata. (a) The Agent agrees that promptly after
its receipt of each payment from or on behalf of the Borrower in respect of any
Obligations hereunder, it shall distribute such payment to the Banks pro rata
based upon their respective shares, if any, of the Obligations with respect to
which such payment was received.

              (b) Each of the Banks agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right 



                                     -117-
<PAGE>   124

under the Credit Documents, or otherwise), which is applicable to the payment of
the principal of, or interest on, the Loans, Unpaid Drawings or Fees, of a sum
which with respect to the related sum or sums received by other Banks is in a
greater proportion than the total of such Obligation then owed and due to such
Bank bears to the total of such Obligation then owed and due to all of the Banks
immediately prior to such receipt, then such Bank receiving such excess payment
shall purchase for cash without recourse or warranty from the other Banks an
interest in the Obligations of the respective Credit Party to such Banks in such
amount as shall result in a proportional participation by all the Banks in such
amount; provided that if all or any portion of such excess amount is thereafter
recovered from such Bank, such purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without interest.

              13.07 Calculations; Computations. (a) The financial statements to
be furnished to the Banks pursuant hereto shall be made and prepared in
accordance with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except as set forth in the
notes thereto or as otherwise disclosed in writing by the Borrower to the
Banks); provided that, except as otherwise specifically provided herein, all
computations of Excess Cash Flow and all compu- tations determining compliance
with Sections 9.08 through 9.14, inclusive, including the definitions used
therein, shall otherwise utilize accounting principles and policies in
conformity with those used to prepare the historical financial statements for
the fiscal year ended December 31, 1996 delivered to the Banks pursuant to
Section 7.05.

              (b) All computations of interest and Fees hereunder shall be made
on the basis of a year of 360 days for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest or Fees are payable.

              13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
JURY TRIAL. (A) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF. ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS. THE BORROWER HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND
EMPOWERS CT CORPORATION SYSTEM WITH OFFICES ON



                                     -118-
<PAGE>   125

THE DATE HEREOF AT 1633 BROADWAY, NEW YORK, NEW YORK 10019 AS ITS DESIGNEE,
APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF,
AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS,
NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF
FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO
ACT AS SUCH, AND THE BORROWER AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND
AGENT ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE
AGENT UNDER THIS AGREEMENT. THE BORROWER 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 THE BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE
BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE AGENT UNDER THIS AGREEMENT, ANY BANK OR THE
HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY
OTHER JURISDICTION.

              (B) THE BORROWER 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 AGREEMENT OR ANY OTHER
CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (A) ABOVE 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 APPLICABLE LAW, EACH OF THE PARTIES
TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT,
THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

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



                                     -119-
<PAGE>   126

constitute one and the same instrument. A set of counterparts executed by all
the parties hereto shall be lodged with the Borrower and the Agent.

              13.10 Effectiveness. This Agreement shall become effective on the
date (the "Effective Date") on which the Borrower and each of the Banks shall
have signed a copy hereof (whether the same or different copies) and shall have
delivered the same to the Agent at its Notice Office or, in the case of the
Banks, shall have given to the Agent telephonic (confirmed in writing), written
or facsimile transmission notice (actually received) in accordance with Section
13.03 at such office that the same has been signed and mailed to it.

              13.11 Headings Descriptive. The headings of the several sections
and subsections of this Agreement are inserted for convenience only and shall
not in any way affect the meaning or construction of any provision of this
Agreement.

              13.12 Amendment or Waiver. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Banks; provided that no such change, waiver, discharge or termination
shall, without the consent of each Bank (with Obligations of the respective
types being directly affected thereby): (i) extend the final scheduled maturity
of any Loan or Note beyond the Final Maturity Date or extend the stated maturity
of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or
extend the time of payment of interest or Fees thereon (except in connection
with a waiver of applicability of any post-default increase in interest rates),
or reduce the principal amount thereof, or increase the Commitments of any Bank
over the amount thereof then in effect (it being understood that a waiver of any
Default or Event of Default or of a mandatory reduction in the Total Commitment
or a mandatory prepayment shall not constitute an increase of the Commitment of
any Bank, and that an increase in the available portion of any Commitment of any
Bank shall not constitute an increase in the Commitment of such Bank); (ii)
release all or substantially all of the Collateral (except as expressly provided
in the respective Credit Document); (iii) amend, modify or waive any provision
of this Section 13.12; (iv) reduce the percentage specified in, or otherwise
modify, the definition of Required Banks (it being understood that, with the
consent of the Required Banks, additional extensions of credit pursuant to this
Agreement may be included in the determination of the Required Banks on
substantially the same basis as the extensions of Term Loans, Capital
Expenditure Loans, Capital Expenditure Loan Commitments and Revolving Loan
Commitments are included on the Effective Date); or (v) consent to the
assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement; provided further, that no such change, waiver, discharge
or termination shall: (u) increase the Commitments of any Bank over the amount
thereof then in effect (it being understood that a waiver of any conditions
precedent, covenants, Defaults or Events of Default or of a man-



                                     -121-
<PAGE>   127

datory reduction in the Total Commitment or of a mandatory prepayment shall not
constitute an increase of the Commitment of any Bank, and that an increase in
the available portion of any Commitment of any Bank shall not constitute an
increase in the Commitment of such Bank) without the consent of such Bank; or
(v) without the consent of any Issuing Bank effected thereby, amend, modify or
waive any provision of Section 2 or alter its rights or obligations with respect
to Letters of Credit; or (w) without the consent of the Agent, amend, modify or
waive any provision of Section 12 or any other provision relating to the rights
or obligations of the Agent; or (x) without the consent of the Collateral Agent,
amend, modify or waive any provision of Section 12 or any other provision
relating to the rights or obligations of the Collateral Agent; or (y) without
the consent of the Required Term Facility Banks (A) amend, modify or waive (I)
Sections 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the definitions of Term TL
Percentage or CapEx TL Percentage to the extent that, in any such case, such
amendment, modification or waiver would alter the application of prepayments or
repayments as between Term Loans and Capital Expenditure Loans in a manner
adverse to the Term Loans or (II) Section 4.02(A)(b) or the definition of
Required Term Facility Banks or (z) without the consent of the Required Capital
Expenditure Facility Banks (A) amend, modify or waive (I) Section 4.01(v),
4.01(vi), 4.02(B)(a)(i) or the definitions of Term TL Percentage or CapEx TL
Percentage to the extent that, in any such case, such amendment, modification or
waiver would alter the application of prepayments or repayments as between Term
Loans and Capital Expenditure Loans in a manner adverse to the Capital
Expenditure Loans or (II) Section 4.02(A)(c), the definition of Required Capital
Expenditure Facility Banks or the definition of Capital Expenditure Loan
Conversion Date.

              (b) If, in connection with any proposed change, waiver, discharge
or termination to any of the provisions of this Agreement as contemplated by
clause (a)(i) through (v), inclusive, of the first proviso to Section 13.12(a),
the consent of the Required Banks is obtained but the consent of one or more of
such other Banks whose consent is required is not obtained, then the Borrower
shall have the right to replace each such non-consenting Bank or Banks (so long
as all non-consenting Banks are so replaced) with one or more Replacement Banks
pursuant to Section 1.12 so long as at the time of such replacement, each such
Replacement Bank consents to the proposed change, waiver, discharge or
termination, provided that such Borrower shall not have the right to replace a
Bank solely as a result of the exercise of such Bank's rights (and the
withholding of any required consent by such Bank) pursuant to clauses (u)-(z) of
the second proviso to Section 13.12(a).

              (c) Notwithstanding anything to the contrary contained above in
this Section 13.12, the Collateral Agent may (i) enter into amendments to the
Subsidiaries Guaranty and the Security Documents for the purpose of adding
additional Subsidiaries of the Borrower (or other Credit Parties) as parties
thereto and (ii) enter into security documents to satisfy the requirements of
Sections 8.15, 8.17 and the definition of Permitted Store Developments, in each
case without the consent of the Required Banks.






                                     -121-
<PAGE>   128

              13.13 Survival. All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01 shall
survive the execution and delivery of this Agreement and the Notes and the
making and repayment of the Loans.

              13.14 Domicile of Loans. Each Bank may transfer and carry its
Loans at, to or for the account of any office, Subsidiary or Affiliate of such
Bank.

              13.15 Confidentiality. (a) Subject to the provisions of clause (b)
of this Section 13.15, each Bank agrees that it will use its best efforts not to
disclose without the prior consent of the Borrower (other than to its employees,
auditors, advisors or counsel or to another Bank if the Bank or such Bank's
holding or parent company in its sole discretion determines that any such party
should have access to such information, provided such Persons shall be subject
to the provisions of this Section 13.15 to the same extent as such Bank) any
information with respect to the Borrower or any of its Subsidiaries which is now
or in the future furnished pursuant to this Agreement or any other Credit
Document and which is designated by the Borrower to the Banks in writing as
confidential, provided that any Bank may disclose any such information (a) as
has become generally available to the public, (b) as may be required or
appropriate in any report, statement or testimony submitted to any municipal,
state or Federal regulatory body having or claiming to have jurisdiction over
such Bank or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or elsewhere)
or their successors, (c) as may be required or appropriate in respect to any
summons or subpoena or in connection with any litigation, (d) in order to comply
with any law, order, regulation or ruling applicable to such Bank, (e) to the
Agent or the Collateral Agent, (f) to any prospective or actual transferee or
participant in connection with any contemplated transfer or participation of or
in any of the Notes or Commitments or any interest therein by such Bank,
provided, that such prospective transferee agrees to provisions substantially
the same as those contained in this Section and (g) to any rating agency.

              (b) Each Credit Party hereby acknowledges and agrees that each
Bank may share with any of its affiliates any information related to the
Borrower or any of its Subsidiaries (including, without limitation, any
nonpublic customer information regarding the creditworthiness of the Borrower
and its Subsidiaries), provided such Persons shall be subject to the provisions
of this Section 13.15 to the same extent as such Bank.

              13.16 Post-Closing Obligations. (a) Notwithstanding anything to
the contrary contained in this Agreement or the other Credit Documents, the
parties hereto acknowledge and agree that (x) the UCC financing statements
delivered by the relevant Credit Party on the Initial Borrowing Date shall be
filed in the appropriate governmental office within 3 Business Days after the
Initial Borrowing Date and (y) the filings of a Form 8-K with the SEC disclosing
the terms of the Transaction shall be completed in accordance with all
applicable securities law (including all timing requirements for such filing).
The 



                                     -122-
<PAGE>   129

representations and warranties made in each of the Credit Documents with
respect to (x) the due filing or recording of such financing statements and the
perfection and priority of the security interests under the Security Documents,
and any defaults arising therefrom, shall be waived for such 3 Business Day
period and (y) the due filing of such Form 8-K shall be waived until the filing
deadline for such Form 8-K as provided under applicable securities law.

              (b) Notwithstanding anything to the contrary contained in this
Agreement or the other Credit Documents, the parties hereto acknowledge and
agree that as soon as practicable, but in any event not later than 120 days
following the Initial Borrowing Date, the Borrower shall have delivered to the
Collateral Agent all releases with respect to the trademarks of the Borrower and
its Subsidiaries, which releases shall be in form and substance satisfactory to
the Collateral Agent and otherwise in a form for filing with the United States
Patent and Trademark Office.

                                     * * * *







                                     -123-
<PAGE>   130

              IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.


Address:


                                             MOOVIES, INC.


                                             ------------------
                                             By:
                                             Title:





787 Seventh Avenue
New York, New York  10019
Attention:  Don Ercole
Telephone:  (212) 841-2000
Facsimile:  (212) 841-2333



<PAGE>   131
BANQUE PARIBAS,
  Individually and as Agent



--------------------
By:
Title:



--------------------
By:
Title:


<PAGE>   132

                                                                    SCHEDULE I


                                   COMMITMENTS



<TABLE>
<CAPTION>
                                                  Capital
                                                Expenditure      Revolving
                                   Term Loan       Loan              Loan          
       Bank                        Commitment    Commitment      Commitment     Total
       ----                        ----------    ----------      ----------     -----
<S>                               <C>            <C>            <C>            <C>        
Banque Paribas                    $ 4,000,000    $10,200,000    $         0    $15,200,000

Jackson                             5,500,000      8,500,000              0     14,000,000
National Life

Fleet National                      5,500,000      8,500,000              0     14,000,000
Bank of
Massachusetts

First Source                        3,500,000      5,500,000              0      9,000,000
Financial LLP

Merrill Lynch                       5,000,000              0              0      9,000,000
Senior Floating
Rate Fund, Inc. 

Creditanstalt-                      3,500,000      5,500,000              0      9,000,000
Bankverein

Carolina First                              0        800,000      4,000,000      4,800,000
Bank

Paribas Capital                     3,000,000      2,000,000              0      5,000,000
Funding LLP

Totals:                           $30,000,000    $41,000,000    $ 4,000,000    $75,000,000
</TABLE>