<PAGE>   1

                                                                     EXHIBIT 2.1


                                CREDIT AGREEMENT

                           Dated as of _________, 1998

                                      among

                           CENTRAL PARKING CORPORATION
                          CENTRAL PARKING SYSTEM, INC.
                       CENTRAL PARKING SYSTEM REALTY, INC.
                             SQUARE INDUSTRIES, INC.
                           KINNEY SYSTEM HOLDING CORP.

                                  as Borrowers,

                                       and

                     CERTAIN SUBSIDIARIES OF THE BORROWERS,
                                 as Guarantors,

                                       and

                          THE LENDERS IDENTIFIED HEREIN

                                       AND

                         NATIONSBANK OF TENNESSEE, N.A.,
                                    as Agent


<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<S>           <C>                                                                                            <C>
SECTION 1     DEFINITIONS.....................................................................................6
     1.1      Definitions.....................................................................................6
     1.2      Computation of Time Periods....................................................................25
     1.3      Accounting Terms...............................................................................25

SECTION 2     CREDIT FACILITIES..............................................................................25
     2.1      Revolving Loans................................................................................26
     2.2      Term Loans.....................................................................................27
     2.3      Letter of Credit Subfacility...................................................................28
     2.4      Swingline Loans................................................................................33
     2.5      Joint and Several Liability of the Borrowers...................................................35
     2.6      Appointment of Parent as Agent for Borrowers...................................................36

SECTION 3     OTHER PROVISIONS RELATING TO CREDIT FACILITIES.................................................37
     3.1      Default Rate...................................................................................37
     3.2      Extension and Conversion.......................................................................37
     3.3      Prepayments....................................................................................38
     3.4      Voluntary Reductions in Revolving Commitments .................................................38
     3.5      Fees...........................................................................................39
     3.6      Capital Adequacy...............................................................................39
     3.7      Inability To Determine Interest Rate...........................................................40
     3.8      Illegality.....................................................................................40
     3.9      Requirements of Law............................................................................40
     3.10     Taxes..........................................................................................41
     3.11     Indemnity......................................................................................43
     3.12     Pro Rata Treatment.............................................................................44
     3.13     Sharing of Payments............................................................................44
     3.14     Payments, Computations, Etc. ..................................................................45
     3.15     Evidence of Debt...............................................................................46

SECTION 4     GUARANTY.......................................................................................47
     4.1      The Guarantee..................................................................................47
     4.2      Obligations Unconditional......................................................................47
     4.3      Reinstatement..................................................................................48
     4.4      Certain Additional Waivers.....................................................................49
     4.5      Remedies.......................................................................................49
     4.6      Rights of Contribution.........................................................................49
     4.7      Continuing Guarantee...........................................................................50

SECTION 5     CONDITIONS.....................................................................................50
     5.1      Conditions to Closing..........................................................................50
     5.2      Conditions to All Extensions of Credit.........................................................52
</TABLE>




<PAGE>   3

<TABLE>
<S>           <C>                                                                                            <C>
SECTION 6     REPRESENTATIONS AND WARRANTIES.................................................................53
     6.1      Financial Condition............................................................................53
     6.2      No Changes or Restricted Payments..............................................................53
     6.3      Organization; Existence; Compliance with Law...................................................53
     6.4      Power; Authorization; Enforceable Obligations..................................................54
     6.5      No Legal Bar...................................................................................54
     6.6      No Material Litigation.........................................................................54
     6.7      No Default.....................................................................................55
     6.8      Ownership of Property; Liens...................................................................55
     6.9      Intellectual Property..........................................................................55
     6.10     No Burdensome Restrictions.....................................................................55
     6.11     Taxes..........................................................................................55
     6.12     ERISA..........................................................................................55
     6.13     Governmental Regulations, Etc..................................................................57
     6.14     Purpose of Extensions of Credit................................................................57
     6.15     Environmental Matters..........................................................................58

SECTION 7     AFFIRMATIVE COVENANTS..........................................................................58
     7.1      Financial Statements...........................................................................59
     7.2      Certificates; Other Information................................................................60
     7.3      Notices........................................................................................60
     7.4      Payment of Obligations.........................................................................61
     7.5      Conduct of Business and Maintenance of Existence...............................................62
     7.6      Maintenance of Property; Insurance.............................................................62
     7.7      Inspection of Property; Books and Records; Discussions.........................................62
     7.8      Environmental Laws.............................................................................62
     7.9      Financial Covenants............................................................................63
     7.10     Use of Proceeds................................................................................64
     7.11     Additional Credit Parties.  ...................................................................64
     7.12     Subsidiaries...................................................................................64
     7.13     Interest Rate Protection Agreement.............................................................64
     7.14     Year 2000 Compatibility........................................................................64

SECTION 8     NEGATIVE COVENANTS.............................................................................65
     8.1      Indebtedness...................................................................................65
     8.2      Liens..........................................................................................65
     8.3      Nature of Business.............................................................................65
     8.4      Consolidation, Merger, Sale or Purchase of Assets..............................................66
     8.5      Advances, Investments and Loans................................................................66
     8.6      Restricted Payments.  .........................................................................66
     8.7      Transactions with Affiliates; Modification of Documentation....................................67
     8.8      Fiscal Year....................................................................................67
     8.9      Limitation on Restrictions.....................................................................67
     8.10     Sale Leasebacks................................................................................67
     8.11     No Further Negative Pledges....................................................................67
     8.12     Subsidiaries, Partnerships, Joint Ventures and Acquisitions....................................67
     8.13     Infringement of Property Rights................................................................68
</TABLE>

                                       ii

<PAGE>   4
<TABLE>
<S>          <C>                                                                                             <C>
SECTION 9     EVENTS OF DEFAULT..............................................................................68
     9.1      Events of Default..............................................................................68
     9.2      Acceleration; Remedies.........................................................................70

SECTION 10    AGENCY PROVISIONS..............................................................................71
     10.1     Appointment....................................................................................71
     10.2     Delegation of Duties...........................................................................71
     10.3     Exculpatory Provisions.........................................................................71
     10.4     Reliance on Communications.....................................................................72
     10.5     Notice of Default..............................................................................72
     10.6     Non-Reliance on Agent and Other Lenders........................................................72
     10.7     Indemnification................................................................................73
     10.8     Agent in its Individual Capacity...............................................................73
     10.9     Successor Agent................................................................................74

SECTION 11   MISCELLANEOUS...................................................................................74
     11.1     Notices........................................................................................74
     11.2     Right of Set-Off...............................................................................75
     11.3     Benefit of Agreement...........................................................................75
     11.4     No Waiver; Remedies Cumulative.................................................................77
     11.5     Payment of Expenses, etc.......................................................................78
     11.6     Amendments, Waivers and Consents...............................................................79
     11.7     Counterparts...................................................................................79
     11.8     Headings.......................................................................................80
     11.9     Survival.......................................................................................80
     11.10    Governing Law; Submission to Jurisdiction; Venue...............................................80
     11.11    Severability...................................................................................81
     11.12    Entirety.......................................................................................81
     11.13    Binding Effect; Termination....................................................................81
     11.14    Confidentiality................................................................................81
     11.15    Source of Funds................................................................................82
     11.16    Conflict.......................................................................................82
</TABLE>

<TABLE>
<CAPTION>
SCHEDULES
---------
<S>               <C>
Schedule 1.1      Existing Letters of Credit
Schedule 2.1(a)   Schedule of Lenders and Commitments
Schedule 6.6      Litigation
Schedule 6.12     ERISA Matters
Schedule 7.12     Subsidiaries
Schedule 8.1      Indebtedness
Schedule 8.2      Liens
Schedule 8.5      Investments
Schedule 11.1     Notices
</TABLE>


                                       iii

<PAGE>   5

<TABLE>
<CAPTION>
EXHIBITS
--------
<S>                   <C>
Exhibit 2.1(b)(i)     Form of Notice of Borrowing
Exhibit 2.1(e)        Form of Revolving Note
Exhibit 2.2(d)        Form of Term Note
Exhibit 2.3(b)        Notice of Request for Letter of Credit
Exhibit 2.4(b)(i)     Form of Swing Line Loan Request
Exhibit 2.4(d)        Form of Swingline Note
Exhibit 3.2           Form of Notice of Extension/Conversion
Exhibit 5.1           Form of Officer's Certificate
Exhibit 6.4           Required Consents, Authorizations, Notices
                      and Filings
Exhibit 7.2(b)        Form of Officer's Compliance Certificate
Exhibit 7.11          Form of Joinder Agreement
Exhibit 11.3(b)       Form of Assignment and Acceptance
</TABLE>


                                       iv

<PAGE>   6

                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT dated as of ____________, 1998 (the "Credit
Agreement"), is by and among CENTRAL PARKING CORPORATION, a Tennessee
corporation ("CPC" or the "Parent"), CENTRAL PARKING SYSTEM, INC., a Tennessee
corporation ("CPS"), CENTRAL PARKING SYSTEM REALTY, INC., a Tennessee
corporation ("CPSR"), SQUARE INDUSTRIES, INC., a New York corporation ("SII"),
and KINNEY SYSTEM HOLDING CORP., a New York corporation ("Kinney") (CPC, CPS,
CPSR, SII and Kinney are hereinafter referred to individually as a Borrower and
collectively as the "Borrowers"), certain subsidiaries and affiliates of the
Borrowers as may from time to time become guarantors hereunder in accordance
with the provisions hereof (the "Guarantors"), the lenders named herein and such
other lenders as may become a party hereto (the "Lenders"), and NATIONSBANK OF
TENNESSEE, N.A., as Agent for the Lenders (in such capacity, the "Agent").

                               W I T N E S S E T H

         WHEREAS, the Borrowers have requested that the Lenders provide a
$300,000,000 credit facility for the purposes hereinafter set forth;

         WHEREAS, the Lenders have agreed to make the requested credit facility
available to the Borrowers on the terms and conditions hereinafter set forth;

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

                                    SECTION 1
                                   DEFINITIONS

         1.1      Definitions.

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

         "Acquisition", by any Person, means the acquisition by such Person of
the capital stock or all or substantially all of the Property of another Person,
whether or not involving a merger or consolidation with such Person.

         "Affiliate" means, with respect to any Person, any other Person (i)
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person or (ii) directly or indirectly owning or holding
five percent (5%) or more of the equity interest in such Person. For purposes of
this definition, "control" when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.



<PAGE>   7

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

         "Aggregate Revolving Committed Amount" means the aggregate amount of
Revolving Commitments in effect from time to time, being initially TWO HUNDRED
MILLION DOLLARS ($200,000,000) (such aggregate maximum amount may be reduced
from time to time as provided in Section 3.4).

         "Applicable Percentage" means for the Loans, Letter of Credit Fee and
the Unused Fee, the appropriate applicable percentages corresponding to the
Leverage Ratio in effect as of the most recent determination date as shown
below:

<TABLE>
<CAPTION>
   Pricing Level     Leverage Ratio          Applicable Percentage For Eurodollar Loans
Applicable Percentage For Letter of Credit Fees       Applicable Percentage For Unused Fees
         <S>      <C>               <C>     <C>    <C>      <C>      <C> 
         I        < 2.0 to 1.0      .50%    .50%   .15%
         II       < 2.5 to 1.0 but > 2.0 to 1.0    .625%    .50%     .175%
                                   -
         III      < 3.0 to 1.0 but  > 2.5 to 1.0   .75%     .50%     .20%
                                    -
         IV       < 3.5 to 1.0 but > 3.0 to 1.0    1.00%    .75%     .25%
                                   -
         V        < 4.0 to 1.0 but  > 3.5 to 1.0   1.25%    1.00%    .30%
                                    -
         VI        > 4.0 to 1.0     1.75%   1.50%  .375%
                   -
</TABLE>

         The Applicable Percentages shall be determined and adjusted quarterly
on the date (each a "Calculation Date") five Business Days after the date by
which the Borrowers are required to provide the officer's certificate in
accordance with the provisions of Section 7.1(b); provided, however, that (i)
the initial Applicable Percentages shall be based on Pricing Level V until the
first Calculation Date to occur after June 30, 1998, and, thereafter, the
Applicable Percentages shall be determined by the Leverage Ratio as of the
fiscal quarter end immediately preceding the applicable Calculation Date, and
(ii) if the Borrowers fail to provide the officer's certificate to the Agent as
required by Section 7.1(b) on or before the most recent Calculation Date, the
Applicable Percentages from such Calculation Date shall be based on Pricing
Level VI until such time as an appropriate officer's certificate is provided,
whereupon the Pricing Level shall be determined by the Leverage Ratio as of the
fiscal quarter end immediately preceding the applicable Calculation Date. Except
as set forth above, each Applicable Percentage shall be effective from one
Calculation Date until the next Calculation Date. Any adjustment in the
Applicable Percentages shall be applicable to all existing Loans and Letters of
Credit as well as any new Loans made or Letters of Credit issued.

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

         "Bankruptcy Event" means, with respect to any Person, the occurrence of
any of the following with respect to such Person: (i) a court or governmental
agency having jurisdiction in the premises shall enter a decree or order for
relief in respect of such Person in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of such Person or for any substantial part of its Property
or ordering the winding up or liquidation of its affairs; or


                                        2

<PAGE>   8

(ii) there shall be commenced against such Person an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or any case, proceeding or other action for the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of such Person or for any substantial part of its Property or for the
winding up or liquidation of its affairs and such involuntary case or other
case, proceeding or other action shall remain undismissed for a period of sixty
(60) days; or (iii) such Person shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consent to the entry of an order for relief in an involuntary case
under any such law, or consent to the appointment or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of such Person or for any substantial part of its Property or make any
general assignment for the benefit of creditors; or (iv) such Person shall be
unable to, or shall admit in writing its inability to, pay its debts generally
as they become due.

         "Base Rate" means, for any day, the rate per annum (rounded upwards, if
necessary, to the nearest whole multiple of 1/100 of 1%) equal to the greater of
(i) the Federal Funds Rate in effect on such day plus 1/2 of 1% or (ii) the
Prime Rate in effect on such day. If for any reason the Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable after due inquiry to ascertain the Federal Funds Rate for any
reason, including the inability or failure of the Agent to obtain sufficient
quotations in accordance with the terms hereof, the Base Rate shall be
determined without regard to clause (i) of the first sentence of this definition
until the circumstances giving rise to such inability no longer exist. Any
change in the Base Rate due to a change in the Prime Rate or the Federal Funds
Rate shall be effective on the effective date of such change in the Prime Rate
or the Federal Funds Rate, respectively.

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

         "Borrowers" has the meaning set forth in the preamble of this Credit 
Agreement.

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

         "Capital Expenditures" means all expenditures which in accordance with
GAAP would be classified as capital expenditures, including, without limitation,
Capital Leases, data compensation and other capital expenditures incurred in
obtaining product registration.

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

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


                                        3

<PAGE>   9

         "Cash Equivalents" means (a) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve months from the date of acquisition, (b) U.S. dollar denominated
time deposits and certificates of deposit of (i) any Lender, or (ii) any
commercial bank of recognized standing (y) having capital and surplus in excess
of $100,000,000 and (z) whose short-term commercial paper rating from S&P is at
least A-1 or the equivalent thereof or from Moody's is at least P-1 or the
equivalent thereof (any such Lender being an "Approved Lender"), in each case
with maturities of not more than 270 days from the date of acquisition, (c)
commercial paper and variable or fixed rate notes issued by any Approved Lender
(or by the parent company thereof) and maturing within six months of the date of
acquisition, (d) repurchase agreements entered into by a Person with a bank or
trust company (including any of the Lenders) or recognized securities dealer
having capital and surplus in excess of $500,000,000 for direct obligations
issued by or fully guaranteed by the United States of America in which such
Person shall have a perfected first priority security interest (subject to no
other Liens) and having, on the date of purchase thereof, a fair market value of
at least 100% of the amount of the repurchase obligations, (e) obligations of
any State of the United States or any political subdivision thereof, the
interest with respect to which is exempt from federal income taxation under
Section 103 of the Code, having a long term rating of at least AA- or Aa-3 by
S&P or Moody's, respectively, and maturing within three years from the date of
acquisition thereof, (f) Investments in municipal auction preferred stock (i)
rated AAA (or the equivalent thereof) or better by S&P or Aaa (or the equivalent
thereof) or better by Moody's and (ii) with dividends that reset at least once
every 365 days and (g) Investments, classified in accordance with GAAP as
current assets, in money market investment programs registered under the
Investment Company Act of 1940, as amended, which are administered by reputable
financial institutions having capital of at least $100,000,000 and the
portfolios of which are limited to Investments of the character described in the
foregoing subdivisions (a), (b), (c), (e) and (f).

         "Change of Control" means that, except for the Monroe J. Carell, Jr.
Group, any Person or two or more Persons acting in concert shall have acquired
beneficial ownership, directly or indirectly, of, or shall have acquired by
contract or otherwise, or shall have entered into a contract or arrangement
that, upon consummation, will result in its or their acquisition of, control
over, Voting Stock of the Parent (or other securities convertible into such
Voting Stock) representing 30% or more of the combined voting power of all
Voting Stock of the Parent.

         "Closing Date" means the date hereof.

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

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


                                        4

<PAGE>   10

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

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

         "CPC" means Central Parking Corporation, a Tennessee corporation.

         "CPS" means Central Parking System, Inc., a Tennessee corporation.

         "CPSR" means Central Parking System Realty, Inc., a Tennessee 
corporation.

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

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

         "Credit Party Obligations" means, as to each Guarantor, without
duplication, (i) all obligations of any of the Borrowers to the Lenders and the
Agent, whenever arising, under this Credit Agreement, the Notes or the other
Credit Documents (including, but not limited to, any interest accruing after the
occurrence of a Bankruptcy Event with respect to any Credit Party, regardless of
whether such interest is an allowed claim under the Bankruptcy Code), and (ii)
all liabilities and obligations, whenever arising, owing from any of the
Borrowers to any Lender, or any Affiliate of a Lender, arising under any Hedging
Agreement relating to the Loans or Obligations hereunder. It is specifically
understood and agreed that the Credit Party Obligations of each Guarantor
include any and all Obligations that such Guarantor may have as a Borrower
hereunder or under any of the other Credit Documents.

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

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

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

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


                                        5

<PAGE>   11

         "EBITDA" means for any period with respect to the Parent and its
Subsidiaries on a consolidated basis the sum of Net Income plus Interest Expense
plus all provisions for any Federal, state, local and other domestic and foreign
income taxes paid during the applicable period plus depreciation, amortization
and other non-cash charges, in each case determined in accordance with GAAP
applied on a consistent basis. Except as expressly provided otherwise, the
applicable period shall be for the four consecutive quarters ending as of the
date of determination.

         "EBITDAR" means, for any period, with respect to the Parent and its
Subsidiaries on a consolidated basis, the sum of EBITDA for such period plus an
amount which in the determination of Net Income for such period has been
deducted for Rent Expense for such period, all as determined in accordance with
GAAP.

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

         "Equity Transaction" means any issuance by the Parent to any Person of
shares of its capital stock or other equity interest; provided that any Equity
Transaction shall not include any such issuance to an employee, officer or
director or former employee, officer or director pursuant to a stock incentive
plan, stock option plan, deferred unit plan, key employee stock option plan,
employee stock purchase plan or other equity-based compensation plan or
arrangement.

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

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

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


                                        6

<PAGE>   12

Parent, any Subsidiary of the Parent or any ERISA Affiliate from a Multiemployer
Plan; (vii) the conditions for imposition of a lien under Section 302(f) of
ERISA exist with respect to any Plan; or (vii) the adoption of an amendment to
any Plan requiring the provision of security to such Plan pursuant to Section
307 of ERISA.

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

         "Eurodollar Rate" means, for the Interest Period for each Eurodollar
Loan comprising part of the same borrowing (including conversions, extensions
and renewals), a per annum interest rate determined pursuant to the following
formula:

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

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

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

         "Existing Letters of Credit" means those Letters of Credit outstanding
on the Closing Date and identified on Schedule 1.1.

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

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

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


                                        7

<PAGE>   13

Federal Funds Rate for such day shall be the average rate quoted to the Agent on
such day on such transactions as determined by the Agent.

         "Fixed Charge Coverage Ratio" means, as of the end of each fiscal
quarter of the Parent for the Parent and its Subsidiaries on a consolidated
basis for the four consecutive quarters ending on such date, the ratio of (a)
EBITDAR for the applicable period minus Capital Expenditures for the applicable
period minus Federal, state, local and other domestic and foreign income taxes
paid during the applicable period to (b) the sum of Interest Expense for the
applicable period plus Scheduled Funded Debt Payments for the applicable period
plus Rent Expense for the applicable period plus dividends paid on capital stock
of the Parent for the applicable period.

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

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

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

         "Guarantor" means such term as defined in the first paragraph hereof.

         "Guaranty Obligations" means, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (i) to purchase any such Indebtedness or
any Property constituting security therefor, (ii) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet condition of such
other Person (including without limitation keep well agreements, maintenance
agreements, comfort letters or similar agreements or arrangements) for the
benefit of any holder of Indebtedness of such other Person, (iii) to lease or
purchase Property, securities or services primarily


                                        8

<PAGE>   14

for the purpose of assuring the holder of such Indebtedness, or (iv) to
otherwise assure or hold harmless the holder of such Indebtedness against loss
in respect thereof. The amount of any Guaranty Obligation hereunder shall
(subject to any limitations set forth therein) be deemed to be an amount equal
to the outstanding principal amount (or maximum principal amount, if larger) of
the Indebtedness in respect of which such Guaranty Obligation is made.

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

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

         "Interbank Offered Rate" means, for the Interest Period for each
Eurodollar Loan comprising part of the same borrowing (including conversions,
extensions and renewals), a per annum interest rate (rounded upwards, if
necessary, to the nearest whole multiple of 1/100 of 1%) equal to the rate of
interest, determined by the Agent on the basis of the offered rates for deposits
in dollars for a period of time corresponding to such Interest Period (and
commencing on the first day of such Interest Period), appearing on Telerate Page
3750 (or, if, for any reason, Telerate Page 3750 is not available, the Reuters
Screen LIBO Page) as of approximately 11:00 A.M. (London time) two (2)


                                        9

<PAGE>   15

Business Days before the first day of such Interest Period. As used herein,
"Telerate Page 3750" means the display designated as page 3750 by Dow Jones
Telerate, Inc. (or such other page as may replace such page on that service for
the purpose of displaying the British Bankers Association London interbank
offered rates) and "Reuters Screen LIBO Page" means the display designated as
page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as
may replace the LIBO page on that service for the purpose of displaying London
interbank offered rates of major banks).

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

         "Interest Payment Date" means (i) as to any Base Rate Loan, the last
day of each fiscal quarter of the Parent and the Termination Date and (ii) as to
any Eurodollar Loan (including, without limitation, the Swingline Loans), the
last day of each Interest Period for such Loan and on the Termination Date, and
in addition where the applicable Interest Period is more than 3 months, then
also on the date 3 months from the beginning of the Interest Period, and each 3
months thereafter. If an Interest Payment Date falls on a date which is not a
Business Day, such Interest Payment Date shall be deemed to be the next
succeeding Business Day, except that in the case of Eurodollar Loans where the
next succeeding Business Day falls in the next succeeding calendar month, then
on the next preceding Business Day.

         "Interest Period" means (i) as to any Eurodollar Loan, a period of one,
two, three or six month's duration, as one or more of the Borrowers may elect,
commencing in each case, on the date of the borrowing (including conversions,
extensions and renewals) and (ii) as to any Swingline Loan, a period commencing
in each case on the date of the borrowing and ending on the date agreed to by
one or more of the Borrowers and the Swingline Lender in accordance with the
provisions of Section 2.4(b)(i) (such ending date in any event to be not more
than seven (7) Business Days from the date of borrowing); provided, however, (A)
if any Interest Period would end on a day which is not a Business Day, such
Interest Period shall be extended to the next succeeding Business Day (except
that in the case of Eurodollar Loans where the next succeeding Business Day
falls in the next succeeding calendar month, then on the next preceding Business
Day), (B) no Interest Period shall extend beyond the Termination Date, and (C)
in the case of Eurodollar Loans, where an Interest Period begins on a day for
which there is no numerically corresponding day in the calendar month in which
the Interest Period is to end, such Interest Period shall end on the last day of
such calendar month.

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


                                       10


<PAGE>   16

         "Issuing Lender" means (i) NationsBank of Tennessee, N.A. with respect
to all Letters of Credit other than the Existing Letters of Credit and (ii)
Fleet Bank, N.A. with respect to the Existing Letters of Credit.

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

         "Joinder Agreement" means a joinder agreement substantially in the form
of Schedule 7.11.

         "Kinney" means Kinney System Holding Corp., a New York corporation.

         "Kinney Acquisition" means the acquisition of Kinney under and pursuant
to the Kinney Acquisition Documents.

         "Kinney Acquisition Documents" means the acquisition Agreement and Plan
of Merger by and among Kinney, the Parent, and KSHC Parallel Parking Inc., a New
York corporation, dated November 7, 1997.

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

         "Letter of Credit" means any letter of credit issued by the Issuing
Lender for the account of one or more of the Borrowers in accordance with the
terms of Section 2.3.

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

         "Leverage Ratio" means, as of the last day of any fiscal quarter of the
Parent, with respect to the Parent and its Subsidiaries on a consolidated basis,
the ratio of Funded Debt on such day to EBITDA for the period of four
consecutive fiscal quarters ending as of such day.

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

         "Loan" or "Loans" means the Revolving Loans, (or a portion of any
Revolving Loan bearing interest at the Base Rate or the Eurodollar Rate and
referred to as a Base Rate Loan or a Eurodollar Loan) and/or the Term Loans (or
a portion of any such Loan), and/or the Swingline Loans (or any Swingline Loan
bearing interest at the Base Rate or the Eurodollar Rate and referred to as a
Base Rate Loan or a Eurodollar Loan) individually or collectively, as
appropriate.

         "LOC Commitment" means the commitment of the Issuing Lender to issue,
and to honor payment obligations under, Letters of Credit hereunder and with
respect to each Lender, the commitment of each Lender to purchase participation
interests in the Letters of Credit up to such


                                       11

<PAGE>   17

Lender's LOC Committed Amount as specified in Schedule 2.1(a), as such amount
may be reduced from time to time in accordance with the provisions hereof.

         "LOC Committed Amount" means, collectively, the aggregate amount of all
of the LOC Commitments of the Lenders to issue and participate in Letters of
Credit as referenced in Section 2.3(a) and, individually, the amount of each
Lender's LOC Commitment as specified in Schedule 2.1(a).

         "LOC Documents" means, with respect to any Letter of Credit, such
Letter of Credit, any amendments thereto, any documents delivered in connection
therewith, any application therefor, and any agreements, instruments, guarantees
or other documents (whether general in application or applicable only to such
Letter of Credit) governing or providing for (i) the rights and obligations of
the parties concerned or at risk or (ii) any collateral security for such
obligations.

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

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

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

         "Monroe J. Carell, Jr. Group" means Monroe Carell, Jr.; The Carell
Children's Trust; Monroe Carell, Jr. 1994 Grantor Retained Annuity Trust; Monroe
Carell, Jr. 1995 Grantor Retained Annuity Trust; 1996 Carell Grandchildren's
Trust F/B/O Julia Clair Stadler; 1996 Carell Grandchildren's Trust F/B/O George
Monroe Stadler; 1996 Carell Grandchildren's Trust F/B/O Carell Elizabeth Brown;
1996 Carell Grandchildren's Trust F/B/O David Nicholas Brown; 1996 Carell
Grandchildren's Trust F/B/O William Carell Johnson; 1996 Carell Grandchildren's
Trust F/B/O Ann Scott Johnson; The Monroe Carell, Jr. Foundation The Kathryn
Carell Brown Foundation; The Edith Carell Johnson Foundation; The Julia Carell
Stadler Foundation, and any other trust or entity which may be created in the
future for the benefit of the children or other family members of Monroe J.
Carell, Jr., or for charitable purposes.

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


                                       12

<PAGE>   18

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

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

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

         "Net Cash Proceeds" means gross cash proceeds (including any cash
received by way of deferred payment pursuant to a promissory note, receivable or
otherwise, but only as and when received) received in connection with an Equity
Transaction net of actual costs and taxes incurred by such Person in connection
with and attributable to such Equity Transaction.

         "Net Income" means for any period , the net income with respect to the
Parent and its Subsidiaries on a consolidated basis as determined in accordance
with GAAP applied on a consistent basis, but excluding for purposes of
determining the Leverage Ratio and the Fixed Charge Coverage Ratio, any
extraordinary gains or losses and any taxes on such excluded gains and any tax
deductions or credits on account of any such excluded gains and any tax
deductions or credits on account of any such excluded losses.

         "Net Worth" means, as of any date, shareholders' equity or net worth of
the Parent and its Subsidiaries on a consolidated basis, as determined in
accordance with GAAP.

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

         "Note" or "Notes" means any Revolving Note or Term Note, individually
or collectively as the context may require.

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

         "Notice of Extension/Conversion" means a request by one or more of the
Borrowers in substantially the form of Exhibit 3.2, to (a) continue an existing
Eurodollar Loan to a new Interest Period or (b) convert to a Eurodollar Loan to
a Base Rate Loan or a Base Rate Loan to a Eurodollar Loan.

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

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

         "Parent" means Central Parking Corporation, a Tennessee corporation.


                                       13

<PAGE>   19

         "Participation Interest" means the purchase by a Lender of a
participation in Letters of Credit and LOC Obligations as provided in Section
2.3(c), in Swingline Loans as provided in Section 2.4(b)(iii) and in Revolving
Loans or Term Loans as provided in Section 3.13.

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

         "Permitted Acquisition" means an Acquisition by the Parent or any
Subsidiary of the Parent for the fair market value of the capital stock or
Property acquired, provided that (i) the capital stock or Property acquired in
such Acquisition relates to a line of business similar to the business of the
Parent or any of its Subsidiaries engaged in on the Closing Date, (ii) in the
case of an Acquisition of the capital stock of another Person, (A) the board of
directors (or other comparable governing body) of such other Person shall have
duly approved such Acquisition and (B) such Person shall become a wholly-owned
direct or indirect Subsidiary of the Parent, (iii) the representations and
warranties made by the Credit Parties in any Credit Document shall be true and
correct in all material respects at and as if made as of the date of such
Acquisition (after giving effect thereto) except to the extent such
representations and warranties expressly relate to an earlier date and no
Default or Event of Default exists as of the date of such Acquisition (after
giving effect thereto), (iv) the Parent shall have delivered to the Agent a Pro
Forma Compliance Certificate demonstrating that, upon giving effect to the
Acquisition on a Pro Forma Basis, the Credit Parties will be in compliance with
all of the covenants set forth in Section 7.9, and (v) the aggregate
consideration (including cash and non-cash consideration and any assumption of
liabilities (other than current working capital liabilities not constituting
Indebtedness)), for all such Acquisitions occurring after the Closing Date shall
not exceed $20,000,000.

         "Permitted Investments" means Investments which are either (i) cash and
Cash Equivalents, (ii) accounts receivable created, acquired or made in the
ordinary course of business and payable or dischargeable in accordance with
customary trade terms, (iii) Investments consisting of stock, obligations,
securities or other property received in settlement of accounts receivable
(created in the ordinary course of business) from defaulting obligors, (iv)
Investments existing as of the Closing Date and set forth in Schedule 8.5, (v)
loans to employees, directors or officers in connection with the award of
convertible bonds or stock under a stock incentive plan, stock option plan or
other equity-based compensation plan or arrangement in the aggregate not to
exceed $1,000,000 (calculated on the exercise price for any such shares) in the
aggregate at any time outstanding, (vi) other advances or loans to employees,
directors, officers, shareholders or agents not to exceed $1,000,000 in the
aggregate at any time outstanding, (viii) loans, advances and investments by one
Credit Party to or into another Credit Party, (ix) post closing price adjustment
payments made pursuant to the Kinney Acquisition Documents in an amount not to
exceed $5,000,000, (x) loans, advances and investments by a Credit Party to or
into a Subsidiary that is not a Credit Party in an amount not to exceed the
greater of $10,000,000 or ten percent (10%) of Net Worth in the aggregate at any
time outstanding, (xi) Permitted Acquisitions, and (xii) other loans, advances
and investments of a nature not contemplated in the foregoing subsections in an
amount not to exceed $10,000,000 in the aggregate at any time outstanding.


                                       14


<PAGE>   20

         "Permitted Liens" means:

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

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

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

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

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

                  (vi)   easements, rights-of-way, restrictions (including 
zoning restrictions), minor defects or irregularities in title and other similar
charges or encumbrances not, in any material respect, impairing the use of the
encumbered Property for its intended purposes;

                  (vii)  Liens securing purchase money Indebtedness (including
Capital Leases) to the extent permitted under Section 8.1(c), provided that any
such Lien attaches only to the Property financed and such Lien attaches thereto
concurrently with or within 90 days after the acquisition thereof;

                  (viii) leases or subleases granted to others not interfering
in any material respect with the business of the Parent or any of its
Subsidiaries;

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

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


                                       15

<PAGE>   21

                  (xi)  inchoate Liens arising under ERISA to secure current 
service pension liabilities as they are incurred under the provisions of any
Plan; and

                  (xii) Liens existing as of the Closing Date and set forth on
Schedule 8.2; provided that (a) no such Lien shall at any time be extended to or
cover any Property other than the Property subject thereto on the Closing Date
and (b) the principal amount of the Indebtedness secured by such Liens shall not
be extended, renewed, refunded or refinanced.

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

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

         "Prime Rate" means the rate of interest per annum publicly announced
from time to time by NationsBank of Tennessee, N.A. as its prime rate in effect
at its principal office in Charlotte, North Carolina, with each change in the
Prime Rate being effective on the date such change is publicly announced as
effective (it being understood and agreed that the Prime Rate is a reference
rate used by NationsBank of Tennessee, N.A. in determining interest rates on
certain loans and is not intended to be the lowest rate of interest charged on
any extension of credit by NationsBank of Tennessee, N.A. to any debtor).

         "Pro Forma Basis" means, with respect to a Permitted Acquisition, that
such transaction shall be deemed to have occurred, for purposes of calculating
compliance in respect of such transaction with each of the financial covenants
set forth in Section 7.9 as of the most recent fiscal quarter end preceding the
date of such transaction with respect to which the Agent has received the
Required Financial Information, as of the first day of the four fiscal-quarter
period ending as of such fiscal quarter end. In making such calculations (a) any
Indebtedness incurred in order to consummate such transaction (i) shall be
deemed to have been incurred on the first day of the applicable period four
fiscal-quarter period and (ii) if such Indebtedness has a floating or formula
rate, then the implied rate of interest for such Indebtedness for the applicable
period for purposes of this definition shall be determined by utilizing the rate
which is or would be in effect with respect to such Indebtedness as at the
relevant date of determination and (b) income statement items (whether positive
or negative) attributable to the Property acquired in such Permitted Acquisition
shall be included to the extent relating to the relevant period.

         "Pro Forma Compliance Certificate" means a certificate of an officer of
the Parent delivered to the Agent in connection with a Permitted Acquisition and
containing reasonably detailed calculations, upon giving effect to the
applicable transaction on a Pro Forma Basis, of the financial covenants set
forth in Section 7.9 as of the most recent fiscal quarter end preceding the date
of the applicable transaction with respect to which the Agent shall have
received the Required Financial Information.


                                       16

<PAGE>   22

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

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

         "Regulation G, T, U, or X" means Regulation G, T, U or X, respectively,
of the Board of Governors of the Federal Reserve System as from time to time in
effect and any successor to all or a portion thereof.

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

         "Rent Expense" means, for any period, with respect to the Parent and
its Subsidiaries on a consolidated basis, all rent payable under an Operating
Lease (whether a lease of real property, personal property or mixed), as
determined in accordance with GAAP.

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

         "Required Financial Information" means, with respect to the delivery of
a Pro Forma Compliance Certificate, (i) the most recently received financial
statements of the Parent required to be delivered pursuant to Section 7.1(a) or
(b), and (ii) the officer's certificate required by Section 7.1(c) to be
delivered with the financial statements described in clause (i) above.

         "Required Lenders" means, at any time, Lenders (other than any
Defaulting Lender) holding in the aggregate at least 51% of (i) the Commitments,
and (ii) if the Commitments have been terminated, the outstanding Loans and
Participation Interests (including the Participation Interests of the Issuing
Lender in any Letters of Credit).

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

         "Responsible Officer" means the Chief Financial Officer, the
Controller, any Vice President or other duly authorized officer.

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


                                       17

<PAGE>   23

to retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of stock now or hereafter
outstanding.

         "Revolving Commitment" means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans in an aggregate principal
amount at any time outstanding of up to such Lender's Revolving Commitment
Percentage of the Aggregate Revolving Committed Amount as specified in Schedule
2.1(a), as such amount may be reduced from time to time in accordance with the
provisions hereof.

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

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

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

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

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

         "Scheduled Funded Debt Payments" means, as of the date of
determination, for the Parent and its Subsidiaries on a consolidated basis the
sum of all scheduled payments of principal on Funded Debt for the applicable
period ending on the date of determination (including the principal component of
payments due on Capital Leases during the applicable period ending on the date
of determination).

         "SII" means Square Industries, Inc., a New York corporation.

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

         "Solvent" or "Solvency" means, with respect to any Person as of a
particular date, that on such date (i) such Person is able to realize upon its
assets and pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the normal course of business, (ii) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's ability to pay as such debts and liabilities
mature in their ordinary course, (iii) such Person is not engaged in a business
or a transaction, and is not about to engage in a business or a transaction, for
which such Person's Property would constitute unreasonably small capital after
giving due consideration to the prevailing practice in the industry in which
such Person is engaged or is to


                                       18

<PAGE>   24

engage, (iv) the fair value of the Property of such Person is greater than the
total amount of liabilities, including, without limitation, contingent
liabilities, of such Person and (v) the present fair saleable value of the
assets of such Person is not less than the amount that will be required to pay
the probable liability of such Person on its debts as they become absolute and
matured. In computing the amount of contingent liabilities at any time, it is
intended that such liabilities will be computed at the amount which, in light of
all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.

         "Subsidiary" means, as to any Person, (a) any corporation more than 50%
of whose stock of any class or classes having by the terms thereof ordinary
voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time, any class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by such Person directly or indirectly
through Subsidiaries, and (b) any partnership, association, joint venture or
other entity in which such Person directly or indirectly through Subsidiaries
has more than 50% of the voting interests at any time.

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

         "Swingline Committed Amount" shall have the meaning assigned to such
term in Section 2.4(a).

         "Swingline Lender" means NationsBank of Tennessee, N.A.

         "Swingline Loan" shall have the meaning assigned to such term in
Section 2.4(a).

         "Swingline Loan Request" means a request by one or more of the
Borrowers for a Swingline Loan in substantially the form of Exhibit 2.4(b)(i).

         "Swingline Rate" means the sum of (a) the Eurodollar Rate for an
Interest Period of one month as determined on the first Business Day of each
month (and adjusted on the first Business Day of each month) plus (b) the
Applicable Percentage for Eurodollar Loans plus (c) one-half of one percent
(1/2%).

         "Swingline Note" means the promissory note of the Borrowers in favor of
the Swingline Lender in the original principal amount of $15,000,000, as such
promissory note may be amended, modified, restated or replaced from time to
time.

         "Term Loans" means the Term Loans made to the Borrowers pursuant to
Section 2.2(a).

         "Term Loan Commitment" means, with respect to each Lender, the
Commitment of such Lender to make Term Loans on the Closing Date in the amount
specified for such Lender on Schedule 2.1(a).


                                       19

<PAGE>   25

         "Term Loan Commitment Percentage" means, for each Lender, the
percentage identified as its Term Loan Commitment Percentage on Schedule 2.1(a),
as such percentage may be modified in connection with any assignment made in
accordance with the provisions of Section 11.3.

         "Term Loan Committed Amount" means ONE HUNDRED MILLION DOLLARS
($100,000,000).

         "Term Loan Note" or "Term Loan Notes" means the promissory notes of the
Borrowers in favor of each of the Lenders evidencing Term Loans provided
pursuant to Section 2.2(a), individually or collectively, as appropriate, as
such promissory notes may be amended, modified, supplemented, extended, renewed
or replaced from time to time as evidenced in the form of Exhibit 2.2(d).

         "Termination Date" means December 31, 2002.

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

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

         1.2      Computation of Time Periods.

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

         1.3      Accounting Terms.

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


                                       20

<PAGE>   26


                                    SECTION 2
                                CREDIT FACILITIES


         2.1      Revolving Loans.

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

         (b)      Revolving Loan Borrowings.

                  (i)   Notice of Borrowing. By no later than 12:00 Noon
(Charlotte, North Carolina time) on the Business Day prior to the date of the
requested borrowing in the case of Base Rate Loans, and on the third Business
Day prior to the date of the requested borrowing in the case of Eurodollar
Loans, one or more of the Borrowers shall submit a written Notice of Borrowing
in the form of Exhibit 2.1(b)(i) to the Agent setting forth (A) that a Revolving
Loan is requested, (B) the date of the requested borrowing (which shall be a
Business Day), (C) the aggregate principal amount to be borrowed and (D) whether
the borrowing shall be comprised of Base Rate Loans, Eurodollar Loans or a
combination thereof, and if Eurodollar Loans are requested, the Interest
Period(s) therefor. If any such Notice of Borrowing shall fail to specify (I) an
applicable Interest Period in the case of a Eurodollar Loan, then such notice
shall be deemed to be a request for an Interest Period of one month, or (II) the
type of Revolving Loan requested, then such notice shall be deemed to be a
request for a Base Rate Loan hereunder. The Agent shall give notice to each
Lender promptly upon receipt of each Notice of Borrowing pursuant to this
Section 2.1(b)(i), the contents thereof and each such Lender's share of any
borrowing to be made pursuant thereto.

                  (ii)  Minimum Amounts. Each Revolving Loan shall be in a
minimum aggregate principal amount of $5,000,000, in the case of Eurodollar
Loans, or $1,000,000 (or the remaining Revolving Committed Amount, if less), in
the case of Base Rate Loans, and integral multiples of $1,000,000 in excess
thereof.

                  (iii) Advances. Each Lender will make its Revolving Commitment
Percentage of each Revolving Loan borrowing available to the Agent as specified
in Section 3.14(a), or in such other manner as the Agent may specify in writing,
by 1:00 P.M. (Charlotte, North Carolina time) on the date specified in the
applicable Notice of Borrowing in Dollars and in funds immediately available to
the Agent. Such borrowing will then be made available to one or more of the
Borrowers by the Agent by crediting the account of the applicable Borrower on
the books of such office with the aggregate of the amounts made available to the
Agent by the Lenders and in like funds as received by the Agent.


                                       21

<PAGE>   27

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

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

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

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

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

         (e)      Revolving Notes.  The Revolving Loans shall be evidenced by a 
duly executed Revolving Note in favor of each Lender substantially in the form
of Exhibit 2.1(e).

         (f)      Maximum Number of Eurodollar Loans. The Borrowers will be 
limited to a maximum number of eight (8) Eurodollar Loans outstanding at any
time. For purposes hereof, Eurodollar Loans with separate or different Interest
Periods will be considered as separate Eurodollar Loans even if their Interest
Periods expire on the same date.

         2.2      Term Loans.

         (a)      Term Loan. Subject to the terms and conditions set forth 
herein, each Lender severally agrees, on the Closing Date, to make a Term Loan
to the Borrowers, in Dollars, in an aggregate amount equal to the Term Loan
Committed Amount and, with respect to each Lender, an amount equal to such
Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount. Term
Loans may consist of Base Rate Loans or Eurodollar Loans, or a combination
thereof, as the Borrowers may request. Once repaid, Term Loans cannot be
reborrowed.

         (b)      Funding of Term Loans. On the Closing Date, each applicable 
Lender will make its Term Loan Commitment Percentage of the Term Loan Committed
Amount available to the Agent by deposit, in Dollars and in immediately
available funds, at the offices of the Agent at its principal office in
Charlotte, North Carolina or at such other address as the Agent may designate in
writing. The aggregate amount of the Term Loans will then be made available to
the Borrowers by the Agent by crediting an account of one or more of the
Borrowers (as designated by the Parent) at the office of the Agent, to the
extent the amount of such Term Loans are made available to the Agent.

         No Lender shall be responsible for the failure or delay by any other
Lender in its obligation to make a Term Loan hereunder; provided, however, that
the failure of any Lender to fulfill its obligations hereunder shall not relieve
any other Lender of its obligations hereunder. If the Agent shall have received
an executed signature page to this Credit Agreement (whether an original or via
telecopy) from a Lender (and such Lender shall have authorized the release of
such signature page),


                                       22

<PAGE>   28

the Agent may assume that, upon receipt of notice from the Agent, such Lender
has or will make the amount of its Term Loans available to the Agent on the
Closing Date, and the Agent in reliance upon such assumption, may (in its sole
discretion but without any obligation to do so) make available to the Borrowers
a corresponding amount.

         (c)      Amortization.  The principal amount of the Term Loans shall 
be repaid in quarterly payments on the dates set forth below:

<TABLE>
<CAPTION>
                  Principal Amortization             Term Loan Principal
                      Payment Dates                  Amortization Payment
                  -------------------------------------------------------
                  <S>                                <C>
                  December 31, 1998                  $5,882,000
                  March 31, 1999                     $5,882,000
                  June 30, 1999                      $5,882,000
                  September 30, 1999                 $5,882,000
                  December 31, 1999                  $5,882,000
                  March 31, 2000                     $5,882,000
                  June 30, 2000                      $5,882,000
                  September 30, 2000                 $5,882,000
                  December 31, 2000                  $5,882,000
                  March 31, 2001                     $5,882,000
                  June 30, 2001                      $5,882,000
                  September 30, 2001                 $5,882,000
                  December 31, 2001                  $5,882,000
                  March 31, 2002                     $5,882,000
                  June 30, 2002                      $5,882,000
                  September 30, 2002                 $5,882,000
                  December 31, 2002                  $5,888,000

                  Total                              $100,000,000
</TABLE>


         (d)      Term Notes. The Term Loan made by each Lender shall be 
evidenced by a duly executed Term Note in favor of each Lender substantially in
the form of Exhibit 2.2(d). The outstanding balance of the Term Loans shall be
due and payable in full on December 31, 2002.

         2.3      Letter of Credit Subfacility.

         (a)      Issuance. During the Commitment Period, subject to the terms 
and conditions hereof and of the LOC Documents, if any, and such other terms and
conditions which the Issuing Lender may reasonably require, the Issuing Lender
shall issue, and the Lenders shall participate in, such Letters of Credit as a
Borrower may request for its own account, in a form acceptable to the Issuing
Lender, for the purposes hereinafter set forth; provided that (i) the aggregate
amount of LOC Obligations shall not exceed TWENTY-FIVE MILLION DOLLARS
($25,000,000) at any time (the "LOC Committed Amount"), (ii) with regard to the
Lenders collectively, the aggregate principal amount of Revolving Obligations
outstanding at any time shall not exceed the Aggregate Revolving


                                       23

<PAGE>   29

Committed Amount and (iii) with regard to each Lender individually, such
Lender's Revolving Commitment Percentage of the sum of Revolving Loans plus LOC
Obligations plus Swingline Loans outstanding at any time shall not exceed such
Lender's Revolving Committed Amount. Letters of Credit issued hereunder shall
not have an original expiry date more than one year from the date of issuance or
extension, nor an expiry date, whether as originally issued or by extension,
extending beyond the Termination Date. Each Letter of Credit shall comply with
the related LOC Documents and shall be a standby letter of credit issued to
support the obligations (including pension or insurance obligations), contingent
or otherwise, of a Borrower. The issuance date of each Letter of Credit shall be
a Business Day.

         (b) Notice and Reports. The request for the issuance of a Letter of
Credit shall be submitted by a Borrower to the Issuing Lender at least two (2)
Business Days prior to the requested date of issuance (or such shorter period as
may be agreed by the Issuing Lender. A form of Notice of Request for Letter of
Credit is attached as Exhibit 2.3(b). The Issuing Lender will provide to the
Agent at least monthly, and more frequently upon request, a detailed summary
report on its Letters of Credit and the activity thereon, in form and substance
acceptable to the Agent. In addition, the Issuing Lender will provide to the
Agent for dissemination to the Lenders at least quarterly, and more frequently
upon request, a detailed summary report on its Letters of Credit and the
activity thereon, including, among other things, the beneficiary, the face
amount, and the expiry date. The Issuing Lender will provide copies of the
Letters of Credit to the Agent and the Lenders promptly upon request.

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

         (d) Reimbursement. In the event of any drawing under any Letter of
Credit, the Issuing Lender will promptly notify the Borrower that was the
applicant for such Letter of Credit. Unless such Borrower shall immediately
notify the Issuing Lender that it intends to otherwise reimburse the Issuing
Lender for such drawing, such Borrower shall be deemed to have requested that
the Lenders


                                       24

<PAGE>   30

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

         (e) Repayment with Revolving Loans. On any day on which any Borrower
shall have requested, or been deemed to have requested, a Revolving Loan advance
to reimburse a drawing under a Letter of Credit, the Agent shall give notice to
the Lenders that a Revolving Loan has been requested or deemed requested by such
Borrower to be made in connection with a drawing under a Letter of Credit, in
which case a Revolving Loan advance comprised of Base Rate Loans (or Eurodollar
Loans to the extent such Borrower has complied with the procedures of Section
2.1(b)(i) with respect thereto) shall be immediately made to such Borrower by
all Lenders (notwithstanding any termination of the Commitments pursuant to
Section 9.2) pro rata based on the respective Revolving Commitment Percentages
of the Lenders (determined before giving effect to any


                                       25

<PAGE>   31

termination of the Commitments pursuant to Section 9.2) and the proceeds thereof
shall be paid directly to the Issuing Lender for application to the respective
LOC Obligations. Each such Lender hereby irrevocably agrees to make its pro rata
share of each such Revolving Loan immediately upon any such request or deemed
request in the amount, in the manner and on the date specified in the preceding
sentence notwithstanding (i) the amount of such borrowing may not comply with
the minimum amount for advances of Revolving Loans otherwise required hereunder,
(ii) whether any conditions specified in Section 5.2 are then satisfied, (iii)
whether a Default or an Event of Default then exists, (iv) failure for any such
request or deemed request for Revolving Loan to be made by the time otherwise
required hereunder, (v) whether the date of such borrowing is a date on which
Revolving Loans are otherwise permitted to be made hereunder or (vi) any
termination of the Commitments relating thereto immediately prior to or
contemporaneously with such borrowing. In the event that any Revolving Loan
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to a Borrower), then each such Lender hereby agrees
that it shall forthwith purchase (as of the date such borrowing would otherwise
have occurred, but adjusted for any payments received from such Borrower on or
after such date and prior to such purchase) from the Issuing Lender such
participation in the outstanding LOC Obligations as shall be necessary to cause
each such Lender to share in such LOC Obligations ratably (based upon the
respective Revolving Commitment Percentages of the Lenders (determined before
giving effect to any termination of the Commitments pursuant to Section 9.2)),
provided that in the event such payment is not made on the day of drawing, such
Lender shall pay in addition to the Issuing Lender interest on the amount of its
unfunded Participation Interest at a rate equal to, if paid within two (2)
Business Days of the date of drawing, the Federal Funds Rate, and thereafter at
the Base Rate.

         (f)  Designation of Account Parties; Existing Letters of Credit.
Notwithstanding anything to the contrary set forth in this Credit Agreement,
including without limitation Section 2.3(a), a Letter of Credit issued hereunder
may contain a statement to the effect that such Letter of Credit is issued for
the account of a Subsidiary of the Parent that is not a Borrower, provided that
notwithstanding such statement, in such circumstances the Parent shall be the
actual account party for all purposes of this Credit Agreement for such Letter
of Credit and such statement shall not affect the Borrowers' reimbursement
obligations hereunder with respect to such Letter of Credit. In addition, the
Credit Parties hereby acknowledge and agree that the Existing Letters of Credit
are Letters of Credit hereunder and the Credit Parties hereby assume and are
jointly and severally obligated with respect to all LOC Obligations related
thereto.

         (g)  Renewal, Extension.  The renewal or extension of any Letter of 
Credit shall, for purposes hereof, be treated in all respects the same as the
issuance of a new Letter of Credit hereunder.

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

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


                                       26

<PAGE>   32

                  (i)   In addition to its other obligations under this Section
2.3, each Borrower that is an applicant with respect to a Letter of Credit
hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless
from and against any and all claims, demands, liabilities, damages, losses,
costs, charges and expenses (including reasonable attorneys' fees actually
incurred) that the Issuing Lender may incur or be subject to as a consequence,
direct or indirect, of (A) the issuance of any Letter of Credit upon the
application of such Borrower or (B) the failure of the Issuing Lender to honor a
drawing under a Letter of Credit issued upon the application of such Borrower as
a result of any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto government or governmental authority (all such acts
or omissions, herein called "Government Acts").

                  (ii)  As between the Borrower that is the applicant for a
Letter of Credit and the Issuing Lender for such Letter of Credit, such Borrower
shall assume all risks of the acts, omissions or misuse of any such Letter of
Credit by the beneficiary thereof. The Issuing Lender shall not be responsible:
(A) for the form, validity, sufficiency, accuracy, genuineness or legal effect
of any document submitted by any party in connection with the application for
and issuance of any Letter of Credit, even if it should in fact prove to be in
any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B)
for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, that may prove to be
invalid or ineffective for any reason; (C) for errors, omissions, interruptions
or delays in transmission or delivery of any messages, by mail, cable,
telegraph, telex or otherwise, whether or not they be in cipher; (D) for any
loss or delay in the transmission or otherwise of any document required in order
to make a drawing under a Letter of Credit or of the proceeds thereof; and (E)
for any consequences arising from causes beyond the control of the Issuing
Lender, including, without limitation, any Government Acts. None of the above
shall affect, impair, or prevent the vesting of the Issuing Lender's rights or
powers hereunder.

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

                  (iv)  Nothing in this Section 2.3(i) is intended to limit the
reimbursement obligations of the Borrowers contained in subsection (d) above.
The obligations of the Borrowers under this Section 2.3(i) shall survive the
termination of this Credit Agreement. No act or omissions of any current or
prior beneficiary of a Letter of Credit shall in any way affect or impair the
rights of the Issuing Lender to enforce any right, power or benefit under this
Credit Agreement.

                  (v)   Notwithstanding anything to the contrary contained in 
this subsection (i), the Borrowers shall have no obligation to indemnify the
Issuing Lender in respect of any liability


                                       27

<PAGE>   33

incurred by the Issuing Lender (A) arising solely out of the gross negligence or
willful misconduct of the Issuing Lender, as determined by a court of competent
jurisdiction, or (B) caused by the Issuing Lender's failure to pay under any
Letter of Credit after presentation to it of a request strictly complying with
the terms and conditions of such Letter of Credit, as determined by a court of
competent jurisdiction, unless such payment is prohibited by any law,
regulation, court order or decree.

         (j)  Responsibility of Issuing Lender. It is expressly understood and
agreed that the obligations of the Issuing Lender hereunder to the Lenders are
only those expressly set forth in this Credit Agreement and that the Issuing
Lender shall be entitled to assume that the conditions precedent set forth in
Section 5.2 have been satisfied unless it shall have acquired actual knowledge
that any such condition precedent has not been satisfied; provided, however,
that nothing set forth in this Section 2.3 shall be deemed to prejudice the
right of any Lender to recover from the Issuing Lender any amounts made
available by such Lender to the Issuing Lender pursuant to this Section 2.3 in
the event that it is determined by a court of competent jurisdiction that the
payment with respect to a Letter of Credit constituted gross negligence or
willful misconduct on the part of the Issuing Lender.

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

         2.4  Swingline Loans.

         (a)  Swingline Commitment. Subject to the terms and conditions hereof
and in reliance upon the representations and warranties herein set forth, the
Swingline Lender, in its individual capacity, agrees to make certain revolving
credit loans to the Borrowers (each a "Swingline Loan" and, collectively, the
"Swingline Loans") from time to time from the Closing Date until the Termination
Date for the purposes hereinafter set forth; provided, however, (i) the
aggregate principal amount of Swingline Loans outstanding at any time shall not
exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "Swingline Committed Amount"),
and (ii) the aggregate principal amount of Revolving Obligations outstanding at
any time shall not exceed the Aggregate Revolving Committed Amount. Swingline
Loans may be repaid and reborrowed in accordance with the provisions hereof.

         (b)  Swingline Loan Advances.

              (i)  Notices; Disbursement. By no later than 12:00 Noon
(Charlotte, North Carolina time) on the Business Day of the requested Swingline
Loan advance, one or more of the Borrowers shall submit a written Swing Line
Loan Request in the form of Exhibit 2.4(b)(i) to the Agent setting forth (A)
that a Swingline Loan advance is requested, (B) the date of the requested
Swingline Loan advance (which shall be a Business Day) and (C) the principal
amount of the Swingline Loan advance requested. Each such notice shall be
irrevocable. Each Swingline Loan shall have such maturity date as the Swingline
Lender and the applicable Borrower shall agree upon receipt by the Swingline
Lender of any such Swingline Loan Request. The Swingline Lender shall


                                       28

<PAGE>   34

initiate the transfer of funds representing the Swingline Loan advance to the
applicable Borrower by 3:00 p.m. (Charlotte, North Carolina time) on the
Business Day of the requested borrowing.

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

                  (iii) Repayment of Swingline Loans. The principal amount of
all Swingline Loans shall be due and payable on the earlier of (A) the maturity
date agreed to by the Swingline Lender and the applicable Borrower with respect
to such Loan (which maturity date shall not be a date more than seven (7)
Business Days from the date of advance thereof) or (B) the Termination Date. The
Swingline Lender may, upon the occurrence of any Default or Event of Default, in
its sole discretion, by written notice to the Parent and the Lenders, demand
repayment of its Swingline Loans by way of a Revolving Loan advance, in which
case the Borrowers shall be deemed to have requested a Revolving Loan advance
comprised solely of Base Rate Loans in the amount of such Swingline Loans;
provided, however, that any such demand shall be deemed to have been given one
Business Day prior to the Termination Date and on the date of the occurrence of
any Event of Default described in Section 9.1 and upon acceleration of the
indebtedness hereunder and the exercise of remedies in accordance with the
provisions of Section 9.2. Upon notice from the Agent each Lender hereby
irrevocably agrees to make its pro rata share of each such Revolving Loan in the
amount, in the manner and on the date specified in the preceding sentence
notwithstanding (I) the amount of such borrowing may not comply with the minimum
amount for advances of Revolving Loans otherwise required hereunder, (II)
whether any conditions specified in Section 5.2 are then satisfied, (III)
whether a Default or Event of Default then exists, (IV) failure of any such
request or deemed request for Revolving Loan to be made by the time otherwise
required hereunder, (V) whether the date of such borrowing is a date on which
Revolving Loans are otherwise permitted to be made hereunder of (VI) any
termination of the Commitments relating thereto immediately prior to or
contemporaneously with such borrowing. In the event that any Revolving Loan
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to any one of the Borrowers or any other Credit
Party), then each Lender hereby agrees that it shall forthwith purchase (as of
the date such borrowing would otherwise have occurred, but adjusted for any
payments received from the Borrowers on or after such date and prior to such
purchase) from the Swingline Lender such participations in the outstanding
Swingline Loans as shall be necessary to cause each such Lender to share in such
Swingline Loans ratably based upon its Revolving Commitment Percentage of the
Revolving Committed Amount (determined before giving effect to any termination
of the Commitments pursuant to Section 3.4), provided that (A) all interest
payable on the Swingline Loans shall be for the account of the Swingline Lender
until the date as of which the respective participation is purchased and (B) at
the time any purchase of participations pursuant to this sentence is actually
made, the purchasing Lender shall be required to pay to the Swingline Lender,
interest on the principal amount of participation purchased for each day from
and including the day upon which such borrowing would otherwise have occurred to
but excluding the date of payment for such participation, at the rate equal to
the Federal Funds Rate.


                                       29

<PAGE>   35

         (c)      Interest on Swingline Loans.

                  (i)  Subject to the provisions of Section 3.1, each Swingline
Loan shall bear interest at a per annum rate (computed on the basis of the
actual number of days elapsed over a year of 360 days) equal to the Swingline
Rate applicable from time to time.

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

         (d)      Swingline Note.  The Swingline Loans shall be evidenced by a 
duly executed promissory note of the Borrowers to the Swingline Lender in
substantially the form of Exhibit 2.4(d).

         2.5      Joint and Several Liability of the Borrowers.

                  (a) Each of the Borrowers is accepting joint and several
liability hereunder in consideration of the financial accommodation to be
provided by the Lender under this Credit Agreement, for the mutual benefit,
directly and indirectly, of each of the Borrowers and in consideration of the
undertakings of each of the Borrowers to accept joint and several liability for
the obligations of each of them.

                  (b) Each of the Borrowers jointly and severally hereby
irrevocably and unconditionally accepts, not merely as a surety but also as a
co-debtor, joint and several liability with the other Borrowers with respect to
the payment and performance of all of the Obligations arising under this Credit
Agreement and the other Credit Documents, it being the intention of the parties
hereto that all the Obligations shall be the joint and several obligations of
each of the Borrowers without preferences or distinction among them.

                  (c) If and to the extent that any of the Borrowers shall fail
to make any payment with respect to any of the obligations hereunder as and when
due or to perform any of such obligations in accordance with the terms thereof,
then in each such event, the other Borrowers will make such payment with respect
to, or perform, such obligation.

                  (d) The obligations of each Borrower under the provisions of
this Section 2.5 constitute full recourse obligations of such Borrower,
enforceable against it to the full extent of its properties and assets,
irrespective of the validity, regularity or enforceability of this Credit
Agreement or any other circumstances whatsoever.

                  (e) Except as otherwise expressly provided herein, each
Borrower hereby waives notice of acceptance of its joint and several liability,
notice of occurrence of any Default or Event of Default (except to the extent
notice is expressly required to be given pursuant to the terms of this Credit
Agreement), or of any demand for any payment under this Credit Agreement, notice
of any action at any time taken or omitted by the Lender under or in respect of
any of the Obligations hereunder, any requirement of diligence and, generally,
all demands, notices and other formalities of every kind in connection with this
Credit Agreement. Each Borrower hereby assents to, and waives notice of, any
extension or postponement of the time for the payment of any of the Obligations
hereunder, the acceptance of any partial payment thereon, any waiver, consent or
other action or acquiescence by the Lender at any time or times in respect of
any default by any Borrower


                                       30

<PAGE>   36

in the performance or satisfaction of any term, covenant, condition or provision
of this Credit Agreement, any and all other indulgences whatsoever by the Lender
in respect of any of the Obligations hereunder, and the taking, addition,
substitution or release, in whole or in part, at any time or times, of any
security for any of such Obligations or the addition, substitution or release,
in whole or in part, of any Borrower. Without limiting the generality of the
foregoing, each Borrower assents to any other action or delay in acting or any
failure to act on the part of the Lender, including, without limitation, any
failure strictly or diligently to assert any right or to pursue any remedy or to
comply fully with applicable laws or regulations thereunder which might, but for
the provisions of this Section 2.5, afford grounds for terminating, discharging
or relieving such Borrower, in whole or in part, from any of its obligations
under this Section 2.5, it being the intention of each Borrower that, so long as
any of the Obligations hereunder remain unsatisfied, the obligations of such
Borrower under this Section 2.5 shall not be discharged except by performance
and then only to the extent of such performance. The obligations of each
Borrower under this Section 2.5 shall not be diminished or rendered
unenforceable by any winding up, reorganization, arrangement, liquidation,
reconstruction or similar proceeding with respect to any reconstruction or
similar proceeding with respect to any Borrower or the Lender. The joint and
several liability of the Borrowers hereunder shall continue in full force and
effect notwithstanding any absorption, merger, amalgamation or any other change
whatsoever in the name, membership, constitution or place of formation of any
Borrower or the Lender.

                  (f)  The provisions of this Section 2.5 are made for the
benefit of the Agent and the Lenders and their respective successors and
assigns, and may be enforced by any such Person from time to time against any of
the Borrowers as often as occasion therefor may arise and without requirement on
the part of any Lender first to marshal any of its claims or to exercise any of
its rights against any of the other Borrowers or to exhaust any remedies
available to it against any of the other Borrowers or to resort to any other
source or means of obtaining payment of any of the Obligations or to elect any
other remedy. Without limiting the generality of the foregoing, each Borrower
hereby specifically waives the benefits of N.C. Gen. Stat. ss.ss.26-7 through
26-9, inclusive, to the extent applicable. The provisions of this Section 2.5
shall remain in effect until all the Obligations hereunder shall have been paid
in full or otherwise fully satisfied. If at any time, any payment, or any part
thereof, made in respect of any of the Obligations, is rescinded or must
otherwise be restored or returned by the Lender upon the insolvency, bankruptcy
or reorganization of any of the Borrowers, or otherwise, the provisions of this
Section 2.5 will forthwith be reinstated and in effect as though such payment
had not been made.

                  (g)  Notwithstanding any provision to the contrary contained
herein or in any other of the Credit Documents or Hedging Agreements, the
obligations of each Borrower hereunder shall be limited to an aggregate amount
equal to the largest amount that would not render its obligations hereunder
subject to avoidance under Section 548 of the Bankruptcy Code or any comparable
provisions of any applicable state law.

         2.6      Appointment of Parent as Agent for Borrowers.

         Each of the Borrowers hereby appoints the Parent to act as its agent
for all purposes under this Credit Agreement and the other Credit Documents
(including, without limitation, with respect to all matters related to the
borrowing and repayment of loans as described in Section 2 and Section


                                       31

<PAGE>   37

3 hereof). Each of the Borrowers acknowledges and agrees that (a) the Parent may
execute such documents on behalf of all the Borrowers as the Parent deems
appropriate in its sole discretion and each Borrower shall be bound by and
obligated by all of the terms of any such document executed by the Parent on its
behalf, (b) any notice or other communication delivered by the Agent or any
Lender hereunder to the Parent shall be deemed to have been delivered to each of
the Borrowers and (c) the Agent and each of the Lenders shall accept (and shall
be permitted to rely on) any document or agreement executed by the Parent on
behalf of the Borrowers (or any of them).

                                    SECTION 3
                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

         3.1      Default Rate.

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

         3.2      Extension and Conversion.

         Subject to the terms of Section 5.2, the Borrowers shall have the
option, on any Business Day, to extend existing Loans into a subsequent
permissible Interest Period or to convert Loans into Loans of another interest
rate type; provided, however, that (i) except as provided in Section 3.8,
Eurodollar Loans may be converted into Base Rate Loans only on the last day of
the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended,
and Base Rate Loans may be converted into Eurodollar Loans, only if no Default
or Event of Default is in existence on the date of extension or conversion and
the conditions set forth in subsections (a), (b) and (c) of Section 5.2 have
been satisfied, (iii) Loans extended as, or converted into, Eurodollar Loans
shall be subject to the terms of the definition of "Interest Period" set forth
in Section 1.1 and shall be in such minimum amounts as provided in, Section
2.1(b)(ii), and (iv) any request for extension or conversion of a Eurodollar
Loan which shall fail to specify an Interest Period shall be deemed to be a
request for an Interest Period of one month. Each such extension or conversion
shall be effected by the Borrowers by giving a Notice of Extension/Conversion,
in the form of Exhibit 3.2, to the Agent prior to 12:00 Noon (Charlotte, North
Carolina time) on the Business Day of, in the case of the conversion of a
Eurodollar Loan into a Base Rate Loan, and on the third Business Day prior to,
in the case of the extension of a Eurodollar Loan as, or conversion of a Base
Rate Loan into, a Eurodollar Loan, the date of the proposed extension or
conversion, specifying the date of the proposed extension or conversion, the
Loans to be so extended or converted, the types of Loans into which such Loans
are to be converted and, if appropriate, the applicable Interest Periods with
respect thereto. Each request for extension or conversion shall be irrevocable
and shall constitute a representation and warranty by the Borrowers of the
matters specified in subsections (a) through (c) of Section 5.2. In the event
the Borrowers fail to request extension or conversion of any Eurodollar Loan in
accordance with this Section, or any such conversion or extension is not
permitted or required by this Section, then such Eurodollar Loan shall be
automatically converted into a Base Rate Loan at the end of the Interest


                                       32

<PAGE>   38

Period applicable thereto. The Agent shall give each Lender notice as promptly
as practicable of any such proposed extension or conversion affecting any Loan.

         3.3     Prepayments.

         (a)     Voluntary Prepayments. Loans may be repaid in whole or in part
without premium or penalty; provided that (i) Eurodollar Loans may not be
prepaid other than at the end of the Interest Period applicable thereto and only
then on three (3) Business Days' prior written notice to the Agent, (ii) any
prepayment of Eurodollar Loans will be subject to Section 3.11, (iii) Base Rate
Loans may be prepaid by the Borrowers by giving notice to the Agent prior to
12:00 Noon (Charlotte, North Carolina time) of the requested prepayment, and
(iv) each such partial prepayment shall be in a minimum principal amount of
$5,000,000, in the case of Eurodollar Loans, and $1,000,000, in the case of Base
Rate Loans, and in integral multiples of $1,000,000 in excess thereof. Any such
voluntary prepayments shall be applied first to Base Rate Loans and then to
Eurodollar Loans in direct order of their Interest Period maturities. The Agent
shall notify the Lenders of any such prepayment.

         (b)     Mandatory Prepayments.  If at any time,

                 (i)  Revolving Committed Amount. If, at any time, the aggregate
principal amount of Revolving Obligations shall exceed the Aggregate Revolving
Committed Amount as reduced from time to time, the Borrowers shall immediately
make a principal payment to the Lenders for application to the Revolving
Obligations in the manner and in an amount necessary to be in compliance with
Section 2.1. Any such mandatory prepayment shall be applied first to Base Rate
Loans and then to Eurodollar Loans in the direct order of their Interest Period
maturities.

                 (ii) Equity Transaction. Upon receipt by the Parent of the
proceeds from any Equity Transaction at a time when Term Loans are outstanding,
the Parent shall prepay the Term Loans in an aggregate amount equal to Fifty
Percent (50%) of the Net Cash Proceeds of such Equity Transaction (to be applied
as set forth in Section 3.3(c) below).

         (c)     Application of Certain Prepayments. All amounts required to be 
paid pursuant to Section 3.3(b)(ii) above shall be applied to the Term Loans in
the inverse order of principal payments due under Section 2.2(c). Within the
parameters of applications set forth above, prepayments shall be applied first
to Base Rate Loans and then Eurodollar Loans in direct order of their Interest
Period maturities.

         3.4     Voluntary Reductions in Revolving Commitments.

The Borrowers may from time to time permanently reduce the aggregate amount of
the Revolving Commitment in whole or in part without premium or penalty except
as provided in Section 3.11 upon three (3) Business Days' prior written notice
to the Agent (who shall promptly notify each Lender), provided that (i) after
giving effect to any voluntary reduction the aggregate amount of Revolving
Obligations shall not exceed the Aggregate Revolving Committed Amount, as
reduced, and (ii) partial reductions shall be minimum principal amount of
$5,000,000, and in integral multiples of $1,000,000 in excess thereof.


                                       33

<PAGE>   39

         3.5      Fees.

         (a)      Unused Fee. In consideration of the Revolving Commitments
hereunder, the Borrowers agree to pay to the Agent, for the ratable benefit of
the Lenders, an unused fee (the "Unused Fee") equal to the Applicable Percentage
for Unused Fees then in effect (calculated on the basis of actual number of days
elapsed in a year of 360 days) on the average daily unused portion of the
Aggregate Revolving Committed Amount (excluding any amounts outstanding under
the Swingline facility) for the applicable period. The Unused Fee shall be
payable quarterly in arrears on the 15th day following the last day of each
calendar quarter for the immediately preceding quarter (or portion thereof)
beginning with the first such date to occur after the Closing Date.

         (b)      Letter of Credit Fees.

                  (i)  Standby Letter of Credit Issuance Fee. In consideration 
of the issuance of standby Letters of Credit hereunder, the Borrowers promise to
pay to the Agent, for the account of each Lender a fee (the "Letter of Credit
Fee") on such Lender's Revolving Commitment Percentage of the average daily
maximum amount available to be drawn under each such standby Letter of Credit
computed at a per annum rate for each day from the date of issuance to the date
of expiration equal to the Applicable Percentage for the Letter of Credit. The
Letter of Credit Fee will be payable quarterly in arrears on the last Business
Day of each March, June, September and December for the immediately preceding
quarter (or a portion thereof).

                  (ii) Issuing Lender Fee. In addition to the Letter of Credit
Fee payable pursuant to clause (i) above, the Borrowers promise to pay to the
Issuing Lender for its own account without sharing by the other Lenders (A)
letter of credit fronting and negotiation fees of one-eighth percent (1/8%) per
annum on the average daily maximum amount available to be drawn under
outstanding Letters of Credit payable quarterly in arrears with the Letter of
Credit Fee, and (B) customary charges from time to time of the Issuing Lender
with respect to the issuance, amendment, transfer, administration, cancellation
and conversion of, and drawings under, such Letters of Credit (collectively, the
"Issuing Lender Fees").

         3.6      Capital Adequacy.

         If any Lender has determined, after the date hereof, that the adoption
or the becoming effective of, or any change in, or any change by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or administration
of, any applicable law, rule or regulation regarding capital adequacy, or
compliance by such Lender with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Lender's capital or assets as a consequence of its commitments or
obligations hereunder to a level below that which such Lender could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy), then,
upon notice from such Lender to the Parent, the Borrowers shall be obligated to
pay to such Lender such additional amount or amounts as will compensate such
Lender for such reduction. Each determination by any such Lender of amounts
owing under this Section shall, absent manifest error, be conclusive and binding
on the parties hereto.


                                       34

<PAGE>   40

         3.7      Inability To Determine Interest Rate.

         If prior to the first day of any Interest Period, the Agent shall have
determined (which determination shall be conclusive and binding upon the
Borrowers) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Eurodollar Rate
for such Interest Period, the Agent shall give telecopy or telephonic notice
thereof to the Parent and the Lenders as soon as practicable thereafter. If such
notice is given (a) any Eurodollar Loans requested to be made on the first day
of such Interest Period shall be made as Base Rate Loans and (b) any Loans that
were to have been converted on the first day of such Interest Period to or
continued as Eurodollar Loans shall be converted to or continued as Base Rate
Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar
Loans shall be made or continued as such, nor shall the Borrowers have the right
to convert Base Rate Loans to Eurodollar Loans.

         3.8      Illegality.

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

         3.9      Requirements of Law.

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

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


                                       35

<PAGE>   41

such net income tax), of such Lender or its applicable lending office, branch,
or any affiliate thereof));

                  (b)     shall impose, modify or hold applicable any reserve,
special deposit, compulsory loan or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, loans or other
extensions of credit by, or any other acquisition of funds by, any office of
such Lender which is not otherwise included in the determination of the
Eurodollar Rate hereunder; or

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

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

         3.10     Taxes.

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


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<PAGE>   42

which such jurisdiction is located or any political subdivision thereof; or (ii)
by reason of any connection between the jurisdiction imposing such tax and such
Lender, applicable lending office, branch or affiliate other than a connection
arising solely from such Lender having executed, delivered or performed its
obligations, or received payment under or enforced, this Credit Agreement or any
Notes. If any such non-excluded taxes, levies, imposts, duties, charges, fees,
deductions or withholdings ("Non-Excluded Taxes") are required to be withheld
from any amounts payable to the Agent or any Lender hereunder or under any
Notes, (A) the amounts so payable to the Agent or such Lender shall be increased
to the extent necessary to yield to the Agent or such Lender (after payment of
all Non-Excluded Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Credit Agreement and any Notes,
provided, however, that the Borrowers shall be entitled to deduct and withhold
any Non-Excluded Taxes and shall not be required to increase any such amounts
payable to any Lender that is not organized under the laws of the United States
of America or a state thereof if such Lender fails to comply with the
requirements of paragraph (b) of this subsection whenever any Non-Excluded Taxes
are payable by the Borrowers, and (B) as promptly as possible thereafter the
Borrowers shall send to the Agent for its own account or for the account of such
Lender, as the case may be, a certified copy of an original official receipt
received by one or more of the Borrowers showing payment thereof. If the
Borrowers fail to pay any Non-Excluded Taxes when due to the appropriate taxing
authority or fails to remit to the Agent the required receipts or other required
documentary evidence, the Borrowers shall indemnify the Agent and the Lenders
for any incremental taxes, interest or penalties that may become payable by the
Agent or any Lender as a result of any such failure. The agreements in this
subsection shall survive the termination of this Credit Agreement and the
payment of the Loans and all other amounts payable hereunder.

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

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

                  (ii)   deliver to the Parent and the Agent two (2) further
copies of any such form or certification on or before the date that any such
form or certification expires or becomes obsolete and after the occurrence of
any event requiring a change in the most recent form previously delivered by it
to the Parent; and

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

                  (Y)    in the case of any such Lender that is not a "bank" 
within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (i)
represent to the Borrowers (for the benefit of the Borrowers and the Agent) that
it is not a bank within the meaning of Section 881(c)(3)(A) of


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<PAGE>   43

the Internal Revenue Code, (ii) agree to furnish to the Parent on or before the
date of any payment by the Borrowers, with a copy to the Agent two (2) accurate
and complete original signed copies of Internal Revenue Service Form W-8, or
successor applicable form certifying to such Lender's legal entitlement at the
date of such certificate to an exemption from U.S. withholding tax under the
provisions of Section 881(c) of the Internal Revenue Code with respect to
payments to be made under this Credit Agreement and any Notes (and to deliver to
the Parent and the Agent two (2) further copies of such form on or before the
date it expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recently provided form and, if necessary, obtain
any extensions of time reasonably requested by the Parent or the Agent for
filing and completing such forms), and (iii) agree, to the extent legally
entitled to do so, upon reasonable request by the Parent, to provide to the
Parent (for the benefit of the Borrowers and the Agent) such other forms as may
be reasonably required in order to establish the legal entitlement of such
Lender to an exemption from withholding with respect to payments under this
Credit Agreement and any Notes;

unless in any such case any change in treaty, law or regulation has occurred
after the date such Person becomes a Lender hereunder which renders all such
forms inapplicable or which would prevent such Lender from duly completing and
delivering any such form with respect to it and such Lender so advises the
Parent and the Agent. Each Person that shall become a Lender or a participant of
a Lender pursuant to subsection 11.3 shall, upon the effectiveness of the
related transfer, be required to provide all of the forms, certifications and
statements required pursuant to this subsection, provided that in the case of a
participant of a Lender the obligations of such participant of a Lender pursuant
to this subsection (b) shall be determined as if the participant of a Lender
were a Lender except that such participant of a Lender shall furnish all such
required forms, certifications and statements to the Lender from which the
related participation shall have been purchased.

         3.11     Indemnity.

         The Borrowers promise to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur (other
than through such Lender's gross negligence or willful misconduct) as a
consequence of (a) default by any of the Borrowers in making a borrowing of,
conversion into or continuation of Eurodollar Loans after notice has been given
requesting the same in accordance with the provisions of this Credit Agreement,
(b) default by the Borrowers in making any prepayment of a Eurodollar Loan after
notice thereof has been given in accordance with the provisions of this Credit
Agreement or (c) the making of a prepayment of Eurodollar Loans on a day which
is not the last day of an Interest Period with respect thereto. With respect to
Eurodollar Loans, such indemnification may include an amount equal to the
excess, if any, of (i) the amount of interest which would have accrued on the
amount so prepaid, or not so borrowed, converted or continued, for the period
from the date of such prepayment or of such failure to borrow, convert or
continue to the last day of the applicable Interest Period (or, in the case of a
failure to borrow, convert or continue, the Interest Period that would have
commenced on the date of such failure) in each case at the applicable rate of
interest for such Eurodollar Loans provided for herein over (ii) the amount of
interest (as reasonably determined by such Lender) which would have accrued to
such Lender on such amount by placing such amount on deposit for a comparable
period with leading banks in the interbank Eurodollar market. The covenants of
the Borrowers set forth in


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<PAGE>   44

this Section 3.11 shall survive the termination of this Credit Agreement and the
payment of the Loans and all other amounts payable hereunder.

         3.12     Pro Rata Treatment.

         Except to the extent otherwise provided herein:

         (a)      Loans. Each Extension of Credit in respect of the Term Loans,
Revolving Loans and LOC Obligations and payments of principal, interest and fees
(including Unused Fee and Letter of Credit Fee) on or in respect thereof and
each reduction in Commitments, relating thereto, and each conversion or
extension of such Loans and Obligations, shall be allocated pro rata among the
Lenders in accordance with the respective principal amounts of their outstanding
Revolving Loans and Participation Interests.

         (b)      Advances. Unless the Agent shall have been notified in 
writing  by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its ratable share of such borrowing available to
the Agent, the Agent may assume that such Lender is making such amount
available to the Agent, and the Agent may, in reliance upon such assumption,
make available to the Borrowers a corresponding amount. If such amount is not
made available to the Agent by such Lender within the time period specified
therefor hereunder, such Lender shall pay to the Agent, on demand, such amount
with interest thereon at a rate equal to the Federal Funds Rate for the period
until such Lender makes such amount immediately available to the Agent. A
certificate of the Agent submitted to any Lender with respect to any amounts
owing under this subsection shall be conclusive in the absence of manifest
error.

         3.13     Sharing of Payments.

         The Lenders agree among themselves that, in the event that any Lender
shall obtain payment in respect of any Loan, LOC Obligations or any other
obligation owing to such Lender under this Credit Agreement through the exercise
of a right of setoff, banker's lien or counterclaim, or pursuant to a secured
claim under Section 506 of Title 11 of the United States Code or other security
or interest arising from, or in lieu of, such secured claim, received by such
Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, in excess of its pro rata share of such
payment as provided for in this Credit Agreement, such Lender shall promptly
purchase from the other Lenders a participation in such Loans, LOC Obligations
and other obligations in such amounts, and make such other adjustments from time
to time, as shall be equitable to the end that all Lenders share such payment in
accordance with their respective ratable shares as provided for in this Credit
Agreement. The Lenders further agree among themselves that if payment to a
Lender obtained by such Lender through the exercise of a right of setoff,
banker's lien, counterclaim or other event as aforesaid shall be rescinded or
must otherwise be restored, each Lender which shall have shared the benefit of
such payment shall, by repurchase of a participation theretofore sold, return
its share of that benefit (together with its share of any accrued interest
payable with respect thereto) to each Lender whose payment shall have been
rescinded or otherwise restored. The Borrowers agree that any Lender so
purchasing such a participation may, to the fullest extent permitted by law,
exercise all rights of payment, including setoff, banker's lien or counterclaim,
with respect to such participation as fully as if such Lender were a holder of
such


                                       39

<PAGE>   45

Loan, LOC Obligations or other obligation in the amount of such participation.
Except as otherwise expressly provided in this Credit Agreement, if any Lender
or the Agent shall fail to remit to the Agent or any other Lender an amount
payable by such Lender or the Agent to the Agent or such other Lender pursuant
to this Credit Agreement on the date when such amount is due, such payments
shall be made together with interest thereon for each date from the date such
amount is due until the date such amount is paid to the Agent or such other
Lender at a rate per annum equal to the Federal Funds Rate. If under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a setoff to which this Section 3.13 applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders under this
Section 3.13 to share in the benefits of any recovery on such secured claim.

         3.14     Payments, Computations, Etc.

         (a)      Except as otherwise specifically provided herein, all payments
hereunder shall be made to the Agent in dollars in immediately available funds,
without offset, deduction, counterclaim or withholding of any kind, at the
Agent's office specified in Section 11.1 not later than 2:00 p.m. (Charlotte,
North Carolina time) on the date when due. Payments received after such time
shall be deemed to have been received on the next succeeding Business Day. The
Agent may (but shall not be obligated to) debit the amount of any such payment
which is not made by such time to any ordinary deposit account of any of the
Borrowers maintained with the Agent (with notice to the Parent). The Borrowers
(or any of them) shall, at the time a payment is made under this Credit
Agreement, specify to the Agent the Loans, LOC Obligations, Fees, interest or
other amounts payable by the Borrowers hereunder to which such payment is to be
applied (and in the event that it fails so to specify, or if such application
would be inconsistent with the terms hereof, the Agent shall distribute such
payment to the Lenders in such manner as the Agent may determine to be
appropriate in respect of obligations owing by the Borrowers hereunder, subject
to the terms of Section 3.12(a)). The Agent will distribute such payments to
such Lenders, if such payment is received on or before 2:00 p.m. (Charlotte,
North Carolina time) on a Business Day in like funds as received prior to the
end of such Business Day and otherwise the Agent will distribute such payment to
such Lenders on the next succeeding Business Day. Whenever any payment hereunder
shall be stated to be due on a day which is not a Business Day, the due date
thereof shall be extended to the next succeeding Business Day (subject to
accrual of interest and Fees for the period of such extension), except that in
the case of Eurodollar Loans, if the extension would cause the payment to be
made in the next following calendar month, then such payment shall instead be
made on the next preceding Business Day. Except as expressly provided otherwise
herein, all computations of interest and fees shall be made on the basis of
actual number of days elapsed over a year of 360 days, except with respect to
computation of interest on Base Rate Loans which (unless the Base Rate is
determined by reference to the Federal Funds Rate) shall be calculated based on
a year of 365 or 366 days, as appropriate. Interest shall accrue from and
include the date of borrowing, but exclude the date of payment.

         (b)      Allocation of Payments After Event of Default. Notwithstanding
any other provisions of this Credit Agreement to the contrary, after the
occurrence and during the continuance of an Event of Default, all amounts
collected or received by the Agent or any Lender on account of the


                                       40

<PAGE>   46

Obligations or any other amounts outstanding under any of the Credit Documents
shall be paid over or delivered as follows:

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

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

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

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

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

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

         3.15     Evidence of Debt.

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

         (b)      The Agent shall maintain the Register pursuant to Section 
11.3(c) hereof, and a subaccount for each Lender, in which Register and
subaccounts (taken together) shall be recorded (i) the amount, type and Interest
Period of each such Loan hereunder, (ii) the amount of any principal or interest
due and payable or to become due and payable to each Lender hereunder and (iii)
the amount of any sum received by the Agent hereunder from or for the account of
the Borrowers and


                                       41

<PAGE>   47

each Lender's share thereof. The Agent will make reasonable efforts to maintain
the accuracy of the subaccounts referred to in the preceding sentence and to
promptly update such subaccounts from time to time, as necessary.

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

                                    SECTION 4
                                    GUARANTY

         4.1    The Guarantee.

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

         Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents or Hedging Agreements, the obligations of each
Guarantor hereunder shall be limited to an aggregate amount equal to the largest
amount that would not render its obligations hereunder subject to avoidance
under Section 548 of the Bankruptcy Code or any comparable provisions of any
applicable state law.

         4.2    Obligations Unconditional.

         The obligations of the Guarantors under Section 4.1 hereof are joint
and several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Credit Documents or Hedging
Agreements, or any other agreement or instrument referred to therein, or any
substitution, release or exchange of any other guarantee of or security for any
of the Credit Party Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 4.2 that the obligations of the


                                       42

<PAGE>   48

Guarantors hereunder shall be absolute and unconditional under any and all
circumstances. Each Guarantor agrees that such Guarantor shall have no right of
subrogation, indemnity, reimbursement or contribution against any of the
Borrowers or any other Guarantor of the Credit Party Obligations for amounts
paid under this Guaranty until such time as the Lenders (and any Affiliates of
Lenders entering into Hedging Agreements) have been paid in full, all
Commitments under the Credit Agreement have been terminated and no Person or
Governmental Authority shall have any right to request any return or
reimbursement of funds from the Lenders in connection with monies received under
the Credit Documents or Hedging Agreements. Without limiting the generality of
the foregoing, it is agreed that, to the fullest extent permitted by law, the
occurrence of any one or more of the following shall not alter or impair the
liability of any Guarantor hereunder which shall remain absolute and
unconditional as described above:

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

                  (ii)  any of the acts mentioned in any of the provisions of 
any of the Credit Documents, any Hedging Agreement or any other agreement or
instrument referred to in the Credit Documents or Hedging Agreements shall be
done or omitted;

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

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

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

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

         4.3      Reinstatement.

         The obligations of the Guarantors under this Section 4 shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Credit


                                       43

<PAGE>   49

Party Obligations is rescinded or must be otherwise restored by any holder of
any of the Credit Party Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and each Guarantor agrees that it
will indemnify the Agent and each Lender on demand for all reasonable costs and
expenses (including, without limitation, fees and expenses of counsel) incurred
by the Agent or such Lender in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any bankruptcy, insolvency or similar law.

         4.4      Certain Additional Waivers.

         Without limiting the generality of the provisions of this Section 4,
each Guarantor hereby specifically waives the benefits of N.C. Gen. Stat. ss.ss.
26-7 through 26-9, inclusive, to the extent applicable. Each Guarantor further
agrees that such Guarantor shall have no right of recourse to security for the
Credit Party Obligations, except through the exercise of rights of subrogation
pursuant to Section 4.2 and through the exercise of rights of contribution
pursuant to Section 4.6.

         4.5      Remedies.

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

         4.6      Rights of Contribution.

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


                                       44

<PAGE>   50
and (iii) "Pro Rata Share", for the purposes of this Section 4.6, shall mean,
for any Guarantor, the ratio (expressed as a percentage) of (a) the amount by
which the aggregate present fair saleable value of all of its assets and
properties exceeds the amount of all debts and liabilities of such Guarantor
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of such Guarantor hereunder) to (b) the amount by
which the aggregate present fair saleable value of all assets and other
properties of the Borrowers and all of the Guarantors exceeds the amount of all
of the debts and liabilities (including contingent, subordinated, unmatured, and
unliquidated liabilities, but excluding the obligations of the Borrowers and the
Guarantors hereunder) of the Borrowers and all of the Guarantors, all as of the
Closing Date (if any Guarantor becomes a party hereto subsequent to the Closing
Date, then for the purposes of this Section 4.6 such subsequent Guarantor shall
be deemed to have been a Guarantor as of the Closing Date and the information
pertaining to, and only pertaining to, such Guarantor as of the date such
Guarantor became a Guarantor shall be deemed true as of the Closing Date).

         4.7      CONTINUING GUARANTEE.

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

                                    SECTION 5
                                   CONDITIONS

         5.1      CONDITIONS TO CLOSING.

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

         (a)      Execution of Credit Agreement and Credit Documents. Receipt of
(i) multiple counterparts of this Credit Agreement, and (ii) a Revolving Note
for each Lender, a Term Loan Note for each Lender and a Swingline Note for the
Swingline Lender, executed by a duly authorized officer of each party thereto
and in each case conforming to the requirements of this Credit Agreement.

         (b)      Financial Information. Receipt of financial information
regarding the Parent and its Subsidiaries, as may be requested by, and in form
and substance satisfactory to the Agent, including without limitation, the
consolidated financial statements of the Parent and its Subsidiaries for the
fiscal years 1996 and 1997, including balance sheets and income and cash flow
statements, audited by independent certified public accountants of recognized
national standing and containing an unqualified opinion of such firm that such
statements present fairly, in all material respects, the consolidated financial
position and results of operations of the Parent and its Subsidiaries, and are
prepared in conformity with GAAP.

         (c)      Absence of Legal Proceedings.  The absence of any action,
suit, investigation or proceeding pending in any court or before any arbitrator
or governmental instrumentality which


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<PAGE>   51



could reasonably be expected to have a Material Adverse Effect on the Parent or
any of its Subsidiaries or, to the best of knowledge of the Credit Parties, on
Kinney or any of its Subsidiaries.

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

         (e)      Kinney Acquisition. (i) the Agent's satisfactory review of the
Kinney Acquisition Documents to confirm, among other things, that the cash
purchase price for the acquisition of Kinney does not exceed $235,000,000, (ii)
the acquisition of Kinney has been consummated and was consummated in accordance
with the terms of the Kinney Acquisition Documents and in compliance with
applicable law and regulatory approvals, and (iii) the Kinney Acquisition
Documents were not altered, amended, or otherwise changed or supplemented or any
condition therein waived without the prior written consent of the Agent.

         (f)      Financial Information of Kinney. Receipt by Agent of financial
information regarding Kinney in form and substance satisfactory to Agent,
including without limitation, the consolidated financial statements of Kinney as
of May 31, 1997, including balance sheets and income and cash flow statements
audited by independent certified accountants of recognized national standing
reasonably acceptable to Agent and containing an unqualified opinion of such
firm that such statements present fairly, in all material respects, the
consolidated financial position and results of operations of Kinney, and are
prepared in conformity with GAAP.

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

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

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

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

                   (iv)    Good Standing. Copies, where applicable, of
certificates of good standing, existence or its equivalent certified as of a
recent date by the appropriate governmental authorities of the state of
incorporation and each other state in which the failure to so qualify and be in
good standing would have a material adverse effect on the business or operations
in such state.

         (h)      Material Adverse Effect.  There shall not have occurred a
change since September 30, 1997, that has had or could reasonably be expected to
have a Material Adverse Effect (including matters related to litigation, tax,
accounting, labor, insurance and pension liabilities) on the Parent


                                       46


<PAGE>   52



or any of its Subsidiaries, or, to the best of knowledge of the Credit Parties,
on Kinney or any of its Subsidiaries, or any of the Lenders.

         (i)      Other Indebtedness.  Receipt by the Agent of evidence that
none of the Credit Parties have any borrowed money Indebtedness other than (i)
the Indebtedness under the Credit Documents and (ii) other indebtedness
disclosed on Schedule 8.1 attached hereto.

         (j)      Officer's Certificate. The Agent shall have received a 
certificate or certificates executed by the chief financial officer of the
Parent as of the Closing Date stating that (A) the Parent and each of the
Parent's Subsidiaries (after giving effect to the Acquisition) are in compliance
with all existing financial obligations in excess of $5,000,000, (B) all
governmental, shareholder and third party consents and approvals, if any, with
respect to the Credit Documents and the transactions contemplated thereby have
been obtained, (C) no action, suit, investigation or proceeding is pending or
threatened in any court or before any arbitrator or governmental instrumentality
that purports to effect the Parent, any of the Parent's Subsidiaries or any
transaction contemplated by the Credit Documents which, if adversely determined,
might be reasonably expected to have a Material Adverse Effect, and (D)
immediately after giving effect to this Credit Agreement, the other Credit
Documents and all the transactions contemplated herein or therein to occur on
such date, (1) the Parent and each of the Parent's Subsidiaries is Solvent, (2)
no Default or Event of Default exists, (3) all representations and warranties
contained herein and in the other Credit Documents are true and correct in all
material respects, and (4) the Parent is in compliance with each of the
financial covenants set forth in Section 7.9.

         (k)      Fees.  Receipt of all fees, if any, owing pursuant to Section
3.5 or otherwise.

         (l)      Due Diligence.  Completion by Agent of all due diligence with
respect to the Parent and its Subsidiaries and Kinney and its Subsidiaries in
scope and determination satisfactory to Agent in its sole discretion.

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

         5.2      CONDITIONS TO ALL EXTENSIONS OF CREDIT.

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

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


                                       47


<PAGE>   53

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

         (c)      No Material Adverse Effect.  No circumstances, events or
conditions shall have occurred since September 30, 1997, which would have a
Material Adverse Effect.

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

                                    SECTION 6
                         REPRESENTATIONS AND WARRANTIES

         To induce the Lenders to enter into this Credit Agreement and to make
Extensions of Credit herein provided for, each Credit Party hereby represents
and warrants to the Agent and to each Lender that:

         6.1      FINANCIAL CONDITION.

         The financial statements delivered to the Agent pursuant to Section
5.1(b) and Section 5.1(f) have been prepared in accordance with GAAP
consistently applied throughout the periods covered thereby, are complete and
correct in all material respects and present fairly the financial condition and
results from operations of the entities and for the periods specified, subject
in the case of interim company-prepared statements to normal year-end
adjustments.

         6.2      NO CHANGES OR RESTRICTED PAYMENTS.

         Since the date of the audited financial statements referenced in
Section 6.1, (a) there has been no circumstance, development or event relating
to or affecting the Parent or any of its Subsidiaries which has had or would be
reasonably expected to have a Material Adverse Effect and (b) except as
permitted herein, no Restricted Payments have been made or declared or are
contemplated by the Parent or any of its Subsidiaries.

         6.3      ORGANIZATION; EXISTENCE; COMPLIANCE WITH LAW.

         The Parent and each of its Subsidiaries (a) is a corporation duly
organized, validly existing in good standing under the laws of the jurisdiction
of its organization, (b) has the corporate or other necessary power and
authority, and the legal right to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification,


                                       48


<PAGE>   54



other than in such jurisdictions where the failure to be so qualified and in
good standing would not, in the aggregate, have a Material Adverse Effect, and
(d) is in compliance with all Requirements of Law, except to the extent that the
failure to comply therewith would not, in the aggregate, be reasonably expected
to have a Material Adverse Effect.

         6.4      POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

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

         6.5      NO LEGAL BAR.

         The execution, delivery and performance of the Credit Documents, the
borrowings hereunder and the use of the Extensions of Credit will not violate
any Requirement of Law or any Contractual Obligation of any Credit Party or any
of its Subsidiaries (except those as to which waivers or consents have been
obtained, and will not result in, or require, the creation or imposition of any
Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or Contractual Obligation other than the Liens arising under
or contemplated in connection with the Credit Documents). None of the Credit
Parties nor any of their Subsidiaries are in default under or with respect to
any of their Contractual Obligations in any respect which would reasonably be
expected to have a Material Adverse Effect.

         6.6      NO MATERIAL LITIGATION.

         No claim, litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the best knowledge of any
Credit Party, threatened by or against, the Parent or any of its Subsidiaries or
against any of their respective properties or revenues which (a) relate to the
Credit Documents or any of the transactions contemplated hereby or thereby, or
(b) if adversely determined, would reasonably be expected to have a Material
Adverse Effect. Set forth on Schedule 6.6 is a summary of all claims,
litigation, investigations and proceedings pending or, to the best knowledge of
any Credit Party, threatened by or against the Parent or any of its Subsidiaries
or against any of their respective properties or revenues, and none of such
actions, individually or in the aggregate, is reasonably expected to have a
Material Adverse Effect.


                                       49


<PAGE>   55



         6.7      NO DEFAULT.

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

         6.8      OWNERSHIP OF PROPERTY; LIENS.

         The Parent and each of its Subsidiaries has good record and marketable
title in fee simple to, or a valid leasehold interest in, all its material real
property, and good title to, or a valid leasehold interest in, all its other
material property, and none of such property is subject to any Lien, except for
Permitted Liens.

         6.9      INTELLECTUAL PROPERTY.

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

         6.10     NO BURDENSOME RESTRICTIONS.

         No Requirement of Law or Contractual Obligation of the Parent or any of
its Subsidiaries would be reasonably expected to have a Material Adverse Effect.

         6.11     TAXES.

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



                                       50


<PAGE>   56


         6.12     ERISA.

         Except as described on Schedule 6.12 or which would not reasonably be
expected to have a Material Adverse Effect:

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

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

         (c)      Neither the Parent, nor any of its Subsidiaries nor any ERISA
Affiliate has incurred, or, to the best knowledge of the Credit Parties, could
be reasonably expected to incur, any withdrawal liability under ERISA to any
Multiemployer Plan or Multiple Employer Plan. Neither the Parent, nor any of its
Subsidiaries nor any ERISA Affiliate would become subject to any withdrawal
liability under ERISA if the Parent, any of its Subsidiaries or any ERISA
Affiliate were to withdraw completely from all Multiemployer Plans and Multiple
Employer Plans as of the valuation date most closely preceding the date on which
this representation is made or deemed made. Neither the Parent, nor any of its
Subsidiaries nor any ERISA Affiliate has received any notification that any
Multiemployer Plan is in reorganization (within the meaning of Section 4241 of
ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been
terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan
is, to the best knowledge of the Credit Parties, reasonably expected to be in
reorganization, insolvent, or terminated.

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

         (e)      Neither the Parent, nor any of its Subsidiaries, nor any ERISA
Affiliates has any material liability with respect to "expected post-retirement
benefit obligations" within the meaning of the Financial Accounting Standards
Board Statement 106. Each Plan which is a welfare plan (as defined in Section
3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code
apply has been administered in compliance in all material respects of such
sections.



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<PAGE>   57



         6.13     GOVERNMENTAL REGULATIONS, ETC.

                  (a)      No part of the proceeds of the Loans will be used,
directly or indirectly, for the purpose of purchasing or carrying any "margin
stock" within the meaning of Regulation G or Regulation U, or for the purpose of
purchasing or carrying or trading in any securities. If requested by any Lender
or the Agent, the Borrowers will furnish to the Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form
U-1 referred to in said Regulation U. No indebtedness being reduced or retired
out of the proceeds of the Loans was or will be incurred for the purpose of
purchasing or carrying any margin stock within the meaning of Regulation U or
any "margin security" within the meaning of Regulation T. None of the
transactions contemplated by this Credit Agreement (including, without
limitation, the direct or indirect use of the proceeds of the Loans) will
violate or result in a violation of the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, or regulations issued pursuant
thereto, or Regulation G, T, U or X.

                  (b)      Neither the Parent, nor any of its Subsidiaries, is
subject to regulation under the Public Utility Holding Company Act of 1935, the
Federal Power Act or the Investment Company Act of 1940, each as amended. In
addition, neither the Parent, nor any of its Subsidiaries, is (i) an "investment
company" registered or required to be registered under the Investment Company
Act of 1940, as amended, and is not controlled by such a company, or (ii) a
"holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary" of a "holding company",
within the meaning of the Public Utility Holding Company Act of 1935, as
amended.

                  (c)      The Parent and each of its Subsidiaries have obtained
all material licenses, permits, franchises or other governmental authorizations
necessary to the ownership of its respective Property and to the conduct of its
business.

                  (d)      Neither the Parent, nor any of its Subsidiaries are
in violation of any applicable statute, regulation or ordinance of the United
States of America, or of any state, city, town, municipality, county or any
other jurisdiction, or of any agency thereof (including without limitation,
environmental laws and regulations), which violation could reasonably be
expected to have a Material Adverse Effect.

                  (e)      The Parent and each of its Subsidiaries are current
with all material reports and documents, if any, required to be filed with any
state or federal securities commission or similar agency and is in full
compliance in all material respects with all applicable rules and regulations of
such commissions.

         6.14     PURPOSE OF EXTENSIONS OF CREDIT.

         The Loans will be used solely (a) to refinance existing Funded Debt,
(b) to finance the cash portion (up to $190,000,000) of the Kinney Acquisition,
(c) to finance working capital, and (d) for other general corporate purposes.
The Letters of Credit shall be used only for the purposes set forth in Section
2.3(a).



                                       52


<PAGE>   58



         6.15     ENVIRONMENTAL MATTERS.

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

         (a)      Each of the facilities and properties owned, leased or
operated by the Parent or any of its Subsidiaries (the "Properties") and all
operations at the Properties are in compliance with all applicable Environmental
Laws, and there is no violation of any Environmental Law with respect to the
Properties or the businesses operated by the Parent or any of its Subsidiaries
(the "Businesses"), and there are no conditions relating to the Businesses or
Properties that could give rise to liability under any applicable Environmental
Laws.

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

         (c)      Neither the Parent nor any of its Subsidiaries has received
any written or verbal notice of, or inquiry from any Governmental Authority
regarding, any violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Businesses, nor
does the Parent or any of its Subsidiaries have knowledge or reason to believe
that any such notice will be received or is being threatened.

         (d)      Materials of Environmental Concern have not been transported
or disposed of from the Properties, or generated, treated, stored or disposed of
at, on or under any of the Properties or any other location, in each case by or
on behalf of the Parent or any of its Subsidiaries in violation of, or in a
manner that would be reasonably likely to give rise to liability under, any
applicable Environmental Law.

         (e)      No judicial proceeding or governmental or administrative
action is pending or, to the best knowledge of the Credit Parties, threatened,
under any Environmental Law to which the Parent or any of its Subsidiaries is or
will be named as a party, nor are there any consent decrees or other decrees,
consent orders, administrative orders or other orders, or other administrative
or judicial requirements outstanding under any Environmental Law with respect to
the Parent or any of its Subsidiaries, the Properties or the Businesses.

         (f)      There has been no release or, threat of release of Materials
of Environmental Concern at or from the Properties, or arising from or related
to the operations (including, without limitation, disposal) of the Parent or any
of its Subsidiaries in connection with the Properties or otherwise in connection
with the Businesses, in violation of or in amounts or in a manner that could
give rise to liability under Environmental Laws.




                                       53


<PAGE>   59


                                    SECTION 7
                              AFFIRMATIVE COVENANTS

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

         7.1      FINANCIAL STATEMENTS.

         Furnish, or cause to be furnished, to each of the Lenders:

         (a)      Audited Financial Statements. As soon as available, but in any
event within 90 days after the end of each fiscal year, an audited consolidated
balance sheet of the Parent and its Subsidiaries as of the end of the fiscal
year and the related consolidated statements of income, retained earnings,
shareholders' equity and cash flows for the year, audited by independent
certified public accountants of nationally recognized standing reasonably
acceptable to the Required Lenders, setting forth in each case in comparative
form the figures for the previous year, reported without a "going concern" or
like qualification or exception, or qualification indicating that the scope of
the audit was inadequate to permit such independent certified public accountants
to certify such financial statements without such qualification, together with a
schedule setting forth the unaudited consolidating balance sheet and the related
consolidating statements of income, retained earnings, shareholders equity and
cash flows for the Parent and its Subsidiaries in a format and with detail
sufficient to calculate the applicable financial covenants.

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

                     (i)   within 45 days after the end of each fiscal quarter,
a company-prepared consolidated and (with respect to the fourth fiscal quarter
only) consolidating balance sheet of the Parent and its Subsidiaries as of the
end of such quarter and related company-prepared consolidated and (with respect
to the fourth fiscal quarter only) consolidating statements of income, retained
earnings, shareholders' equity and cash flows for such period and for the fiscal
year to date in a format and with detail satisfactory to the Agent and
sufficient to calculate the applicable financial covenants; and

                    (ii)   within 30 days after the end of each fiscal year, an
annual business plan and budget for the Parent and its Subsidiaries, containing,
among other things, pro forma financial statements for such fiscal year,

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

All such financial statements to be complete and correct in all material
respects (subject, in the case of interim statements, to normal recurring
year-end audit adjustments) and to be prepared in reasonable detail and, in the
case of the annual and quarterly financial statements provided in accordance
with subsections (a) and (b) above, in accordance with GAAP applied consistently
throughout the periods reflected therein) and further accompanied by a
description of, and an



                                       54


<PAGE>   60



estimation of the effect on the financial statements on account of, a change in
the application of accounting principles as provided in Section 1.3.

         7.2      CERTIFICATES; OTHER INFORMATION.

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

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

                  (b)      Officer's Certificate. Concurrently with the delivery
of the financial statements referred to in Sections 7.1(a) and 7.1(b) above, a
certificate of a Responsible Officer stating that, to the best of such
Responsible Officer's knowledge and belief, (i) the financial statements fairly
present in all material respects the financial condition of the parties covered
by such financial statements, (ii) during such period the Parent and its
Subsidiaries have observed or performed in all material respects the covenants
and other agreements hereunder and under the other Credit Documents relating to
them, and satisfied in all material respects the conditions, contained in this
Credit Agreement to be observed, performed or satisfied by them, (iii) such
Responsible Officer has obtained no knowledge of any Default or Event of Default
except as specified in such certificate and (iv) at the end of each fiscal
quarter, such certificate shall include the calculations required to indicate
compliance with Section 7.9. A form of Officer's Certificate is attached as
Exhibit 7.2(b).

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

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

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

         7.3      NOTICES.

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



                                       55


<PAGE>   61



                  (a)      Defaults. Immediately (and in any event within two
(2) Business Days) after any Credit Party knows or has reason to know thereof,
the occurrence of any Default or Event of Default.

                  (b)      Contractual Obligations.  Promptly, the initiation of
any default or event of default under any Contractual Obligation of the Parent
or any of its Subsidiaries which would reasonably be expected to have a Material
Adverse Effect.

                  (c)      Legal Proceedings. Promptly, any litigation, or any
investigation or proceeding (including without limitation, any environmental
proceeding) known to the Parent or any of its Subsidiaries, or any material
development in respect thereof, affecting the Parent or any of its Subsidiaries
which, if adversely determined, would reasonably be expected to have a Material
Adverse Effect.

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

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

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

         7.4      PAYMENT OF OBLIGATIONS.

         Pay, discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, in accordance with prudent business
practice (subject, where applicable, to



                                       56


<PAGE>   62



specified grace periods) all material obligations of the Parent or any of its
Subsidiaries of whatever nature (including without limitation all taxes,
assessments and governmental charges or levies) and any additional costs that
are imposed as a result of any failure to so pay, discharge or otherwise satisfy
such obligations, except when the amount or validity of such obligations and
costs is currently being contested in good faith by appropriate proceedings and
reserves, if applicable, in conformity with GAAP with respect thereto have been
provided on the books of the Parent or any of its Subsidiaries, as the case may
be or except where the failure to so pay, discharge or contest could not be
reasonably expected to have a Material Adverse Effect.

         7.5      CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.

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

         7.6      MAINTENANCE OF PROPERTY; INSURANCE.

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

         7.7      INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.

         Keep proper books of records and accounts in which full, true and
correct entries in conformity with GAAP and all Requirements of Law shall be
made of all dealings and transactions in relation to its businesses and
activities; and permit, during regular business hours and upon reasonable notice
by the Agent, the Agent (and, during the continuance of any Event of Default,
any Lender) to visit and inspect any of its properties and examine and make
abstracts (including photocopies) from any of its books and records (other than
materials protected by the attorney-client privilege and materials which the
Credit Parties may not disclose without violation of a confidentiality
obligation binding upon them) at any reasonable time, and to discuss the
business, operations, properties and financial and other condition of the Parent
and any of its Subsidiaries with officers and employees of the Parent and any of
its Subsidiaries and with their independent certified public accountants. The
cost of the inspection referred to in the preceding sentence shall be for the
account of the Lenders, unless an Event of Default has occurred and is
continuing, in which case the cost of such inspection shall be for the account
of the Credit Parties.




                                       57


<PAGE>   63

         7.8      ENVIRONMENTAL LAWS.

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

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

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

         7.9      FINANCIAL COVENANTS.

         (a)      Leverage Ratio.  There shall be maintained with respect to the
Parent and its Subsidiaries as of the end of each fiscal quarter to occur during
the periods shown, a Leverage Ratio of not greater than:


<TABLE>

                  <S>                                                           <C>
                  Closing Date through September 29, 1998                       4.3 to 1.0
                  September 30, 1998 through September 29, 1999                 3.5 to 1.0
                  September 30, 1999 and thereafter                             3.0 to 1.0
</TABLE>

         (b)      Fixed Charge Coverage Ratio.  There shall be maintained with
respect to the Parent and its Subsidiaries as of the end of each fiscal quarter
to occur during the periods shown, a Fixed Charge Coverage Ratio of at least:

<TABLE>

                  <S>                                                           <C>
                  Closing Date through September 29, 1998                       1.05 to 1.0
                  September 30, 1998 and thereafter                             1.10 to 1.0
</TABLE>


                                       58


<PAGE>   64



         (c)      Net Worth. The Net Worth shall at all times (after giving
effect to the issuance of additional capital stock in connection with the Kinney
Acquisition) be greater than or equal to the sum of $120,000,000, increased by
the sum of (i) on a cumulative basis as of the end of each fiscal quarter of the
Parent, commencing with the fiscal quarter ending December 31, 1997, an amount
equal to 50% of Net Income (to the extent positive) for the fiscal quarter then
ended plus (ii) an amount equal to 100% of the Net Cash Proceeds from any Equity
Transaction occurring after the Closing Date.

         7.10     USE OF PROCEEDS.

         Extensions of Credit will be used solely for the purposes provided in
Section 6.14.

         7.11     ADDITIONAL CREDIT PARTIES.

         If any Domestic Subsidiary of the Parent which is not a Guarantor
hereunder (the "Non-Guarantor Subsidiary") shall at any time own assets which
constitute more than one-half of one percent (1/2%) of the consolidated total
assets of the Parent and its Subsidiaries, then the Parent will promptly notify
the Agent thereof and promptly cause such Non-Guarantor Subsidiary to become a
"Guarantor" hereunder by way of execution of a Joinder Agreement in
substantially the same form as Exhibit 7.11. The delivery of the Joinder
Agreement shall be accompanied by the delivery of such other documentation as
the Agent may reasonably request in connection with the foregoing, including,
without limitation, certified resolutions and other organizational and
authorizing documents of such Person and favorable opinions of counsel to such
Person (which shall cover, among other things, the legality, validity, binding
effect and enforceability of the documentation referred to above), all in form,
content and scope reasonably satisfactory to the Agent.

         7.12     SUBSIDIARIES.

         Set forth on Schedule 7.12 is a complete and accurate list of all
Subsidiaries of the Parent (both direct and indirect). The Parent shall,
directly or indirectly, own at all times the capital stock of each of its
Subsidiaries in the percentage as set forth on Schedule 7.12 (or such greater
percentage as may be hereafter acquired by the Parent to the extent permitted
hereunder).

         7.13     INTEREST RATE PROTECTION AGREEMENT.

         The Borrowers shall, within 30 days of the Closing Date, enter into
interest rate protection agreements protecting against fluctuations in interest
rates as to which the material terms are reasonably satisfactory to the Agent,
which agreements shall provide for coverage in a principal amount of at least
$75,000,000 for a duration of at least four years; provided, however, that the
Borrowers shall not have any obligation to keep such interest rate protection
agreements in place after repayment in full of the Term Loans.

         7.14     YEAR 2000 COMPATIBILITY.

         Take all action necessary to assure that its computer based systems are
able to operate and effectively process data including dates on and after
January 1, 2000, and, at the reasonable request


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<PAGE>   65



of the Agent or the Required Lenders provide evidence to the Lenders of such
year 2000 compatibility.

                                    SECTION 8

                               NEGATIVE COVENANTS

         Each Credit Party covenants and agrees that on the Closing Date, and so
long as this Credit Agreement is in effect and until the Commitments have been
terminated, no Obligations remain outstanding and all amounts owing hereunder or
in connection herewith, have been paid in full neither the Parent nor any of its
Subsidiaries shall:

         8.1      INDEBTEDNESS.

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

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

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

         (c)      Capital Lease Obligations and Indebtedness incurred, in each
case, to provide all or a portion of the purchase price or costs of construction
of an asset, provided that (i) such Indebtedness when incurred shall not exceed
the purchase price or cost of construction of such asset, (ii) no such
Indebtedness shall be refinanced for a principal amount in excess of the
principal balance outstanding thereon at the time of such refinancing, and (iii)
the total amount of all such Indebtedness shall not exceed $10,000,000 at any
time outstanding.

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

         (e)      Indebtedness owing by one Credit Party to another Credit
Party; and

         (f)      other unsecured Indebtedness in an amount not to exceed
$20,000,000.

         8.2      LIENS.

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




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<PAGE>   66

         8.3      NATURE OF BUSINESS.

         Alter the character of their business in any material respect from that
conducted as of the Closing Date or engage in any business other than the
business conducted as of the Closing Date.

         8.4      CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS.

         (a)      Dissolve, liquidate or wind up their affairs or enter into any
transaction of merger or consolidation; provided, however that (i) the Parent
may merge or consolidate with any Subsidiary so long as the Parent shall be the
continuing or surviving corporation, (ii) any Credit Party other than the Parent
may merge or consolidate with any other Credit Party, (iii) any Subsidiary of
the Parent that is not a Credit Party may be merged with or into any other
Subsidiary of the Parent that is not a Credit Party, (iv) any Subsidiary of the
Parent that is not a Credit Party may merge or consolidate with any Credit Party
so long as the Credit Party shall be the continuing or surviving corporation and
(v) the Parent or any Subsidiary of the Parent may merge with any other Person
in connection with a Permitted Acquisition if the Parent or such Subsidiary
shall be the continuing or surviving corporation.

         (b)      Sell, lease, transfer or otherwise dispose of any Property
(including without limitation pursuant to any sale/leaseback transaction) other
than (i) the sale of inventory in the ordinary course of business for fair
consideration, (ii) the sale or disposition of machinery and equipment no longer
used or useful in the conduct of such Person's business and (iii) other sales of
assets during any fiscal year having an aggregate fair market value of less than
$25,000,000.

         (c)      Acquire all or substantially all of the assets or business of
any Person except in connection with a Permitted Acquisition.

         8.5      ADVANCES, INVESTMENTS AND LOANS.

         Lend money or extend credit or make advances to any Person, or purchase
or acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, or otherwise make an Investment in, any Person
except for Permitted Investments.

         8.6      RESTRICTED PAYMENTS.

         Directly or indirectly, (a) declare or pay any dividends or make any
other distribution upon any shares of its capital stock of any class other than
(i) stock dividends, (ii) dividends by Subsidiaries of the Parent to the Parent
or any Subsidiary of the Parent and (iii) provided that no Event of Default has
occurred and is continuing, cash dividends by the Parent in an amount not to
exceed the greater of $3,000,000 or fifteen percent (15%) of Net Income during
any fiscal year, (b) purchase, redeem or otherwise acquire or retire or make any
provisions for redemption, acquisition or retirement of any shares of its
capital stock of any class or any warrants or options to purchase any such
shares other than (i) Permitted Investments and (ii) the purchase by the Parent
of its shares in connection with stock purchase agreements and shareholder
redemption agreements provided that the aggregate amount of such purchases does
not exceed $5,000,000 during the term of this Agreement; or (c) make any
prepayment, redemption, defeaseance or acquisition for value of (including
without limitation, by way of depositing money or securities with the trustee
with respect



                                       61


<PAGE>   67



thereto before due for the purpose of paying when due), or refund, refinance or
exchange of any Funded Debt.

         8.7      TRANSACTIONS WITH AFFILIATES; MODIFICATION OF DOCUMENTATION.

         Enter into or permit to exist any transaction or series of
transactions, whether or not in the ordinary course of business, with any
officer, director, shareholder, Subsidiary or Affiliate other than (i) customary
fees and expenses paid to directors and (ii) where such transactions are on
terms and conditions substantially as favorable as would be obtainable in a
comparable arm's-length transaction with a Person other than an officer,
director, shareholder, Subsidiary or Affiliate.

         8.8      FISCAL YEAR.

         Change its fiscal year.

         8.9      LIMITATION ON RESTRICTIONS.

         Create or permit to exist any restriction of any kind on the ability of
any Subsidiary to (i) pay dividends or make any other distributions to the
Parent or any of its Subsidiaries, (ii) pay Indebtedness owed to the Parent or
any of its Subsidiaries, (iii) make loans or advances to the Parent or any of
its Subsidiaries or (iv) transfer any of its properties or assets to the Parent
or any of its Subsidiaries.

         8.10     SALE LEASEBACKS.

         Except in connection with a transaction permitted under Section 8.1(c)
hereof, directly or indirectly become or remain liable as lessee or as guarantor
or other surety with respect to any lease, whether an Operating Lease or a
Capital Lease, of any Property (whether real or personal or mixed), whether now
owned or hereafter acquired, (i) which such Person has sold or transferred or is
to sell or transfer to any other Person other than a Credit Party or (ii) which
such Person intends to use for substantially the same purpose as any other
Property which has been sold or is to be sold or transferred by such Person to
any other Person in connection with such lease.

         8.11     NO FURTHER NEGATIVE PLEDGES.

         Except with respect to prohibitions against other encumbrances on
specific Property encumbered to secure payment of particular Indebtedness (which
Indebtedness relates solely to such specific Property, and improvements and
accretions thereto, and is otherwise permitted hereby), enter into, assume or
become subject to any agreement prohibiting or otherwise restricting the
creation or assumption of any Lien upon its properties or assets, whether now
owned or hereafter acquired, or requiring the grant of any security for such
obligation if security is given for some other obligation.


                                       62


<PAGE>   68

         8.12     SUBSIDIARIES, PARTNERSHIPS, JOINT VENTURES AND ACQUISITIONS.

         Issue, sell, transfer, pledge or otherwise dispose of any shares of
capital stock or other equity or ownership interests ("Equity Interests") in any
Subsidiary, except (i) in connection with the sale of all of the capital stock
of a Subsidiary pursuant to a transaction permitted by Section 8.4(b), (ii) the
issuance, sale or transfer of Equity Interests by a Subsidiary (the "Issuing
Subsidiary") to the Parent or a Subsidiary of the Parent that owns such Issuing
Subsidiary and (iii) as needed to qualify directors under applicable law.

         8.13     INFRINGEMENT OF PROPERTY RIGHTS.

         The Parent shall not, and shall not permit any Subsidiary to, violate
any licenses, patents, patent applications, copyrights, trademarks, tradenames
or any other property rights of any Person.

                                    SECTION 9

                                EVENTS OF DEFAULT

         9.1      EVENTS OF DEFAULT.

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

         (a)      Payment.   The Borrowers shall

                   (i)     default in the payment when due of any principal of
any of the Loans or of any reimbursement obligations arising from drawings under
Letters of Credit, or

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

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

         (c)      Covenants.  A

                     (i)   default in the due performance or observance of any
term, covenant or agreement contained in Section 7.2, 7.3(a), 7.9, or 8.1
through 8.13, inclusive, or

                    (ii)   default in the due performance or observance by it of
any term, covenant or agreement (other than those referred to in subsections
(a), (b) or (c)(i) of this Section 9.1) contained in this Credit Agreement and
such default shall continue unremedied for a period of at least 30 days after
the earlier of a Responsible Officer of any Borrower becoming aware of such
default or notice thereof by the Agent; or



                                       63


<PAGE>   69



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

         (e)      Bankruptcy, etc.  Any Bankruptcy Event shall occur with
respect to the Parent or any of its Subsidiaries; or

         (f)      Defaults under Other Agreements.

                   (i)     The Parent or any of its Subsidiaries shall default
in the performance or observance (beyond the applicable grace period with
respect thereto, if any) of any material obligation or condition of any contract
or lease if the amount owing with respect thereto is in excess of $5,000,000; or

                  (ii)     With respect to other Indebtedness (other than
Indebtedness outstanding under this Credit Agreement) of the Parent or any of
its Subsidiaries in an aggregate amount in excess of $5,000,000, (A) (1) the
Parent or any of its Subsidiaries shall default in any payment (beyond the
applicable grace period with respect thereto, if any) with respect to any such
Indebtedness, or (2) the occurrence and continuance of a default in the
observance or performance relating to such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event or condition shall occur or condition exist, the effect of which default
or other event or condition is to cause, or permit, the holder or holders of
such Indebtedness (or trustee or agent on behalf of such holders) to cause
(determined without regard to whether any notice or lapse of time is required),
any such Indebtedness to become due prior to its stated maturity; or (B) any
such Indebtedness shall be declared due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment, prior to the stated
maturity thereof; or

         (g)      Judgments. The Parent or any of its Subsidiaries shall fail
within 30 days of the date due and payable to pay, bond or otherwise discharge
any judgment, settlement or order for the payment of money which judgment,
settlement or order is either (i) not covered by fully valid, collectible
insurance or (ii) when aggregated with all other such judgments, settlements or
orders due and unpaid at such time, exceeds $2,000,000 and which is not stayed
on appeal (or for which no motion for stay is pending) or is not otherwise being
executed; or

         (h)      ERISA. Any of the following events or conditions, if such
event or condition could reasonably be expected to have a Material Adverse
Effect: (1) any "accumulated funding deficiency," as such term is defined in
Section 302 of ERISA and Section 412 of the Code, whether or not waived, shall
exist with respect to any Plan, or any lien shall arise on the assets of the
Parent or any of its Subsidiaries or any ERISA Affiliate in favor of the PBGC or
a Plan; (2) an ERISA Event shall occur with respect to a Single Employer Plan,
which is, in the reasonable opinion of the Agent, likely to result in the
termination of such Plan for purposes of Title IV of ERISA; (3) an ERISA Event
shall occur with respect to a Multiemployer Plan or Multiple Employer Plan,
which is, in the reasonable opinion of the Agent, likely to result in (i) the
termination of such Plan for purposes of Title IV of ERISA, or (ii) the Parent
or any of its Subsidiaries or any ERISA Affiliate


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<PAGE>   70



incurring any liability in connection with a withdrawal from, reorganization of
(within the meaning of Section 4241 of ERISA), or insolvency of (within the
meaning of Section 4245 of ERISA) such Plan; or (4) any prohibited transaction
(within the meaning of Section 406 of ERISA or Section 4975 of the Code) or
breach of fiduciary responsibility shall occur which may subject the Parent or
any of its Subsidiaries or any ERISA Affiliate to any liability under Sections
406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any
agreement or other instrument pursuant to which the Parent or any of its
Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any
person against any such liability; or

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

         9.2      ACCELERATION; REMEDIES.

         Upon the occurrence of an Event of Default, and at any time thereafter,
the Agent shall, upon the request and direction of the Required Lenders, by
written notice to the Parent (on behalf of each of the Borrowers) take any of
the following actions:

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

                   (ii)    Acceleration. Declare the unpaid principal of and any
accrued interest in respect of all Loans, any reimbursement obligations arising
from drawings under Letters of Credit and any and all other indebtedness or
obligations of any and every kind owing by the Borrowers to the Agent and/or any
of the Lenders hereunder to be due whereupon the same shall be immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers.

                  (iii)    Cash Collateral. Direct the Borrowers to pay (and the
Borrowers agree that upon receipt of such notice, or upon the occurrence of an
Event of Default under Section 9.1(e), it will immediately pay) to the Agent
additional cash, to be held by the Agent, for the benefit of the Lenders, in a
cash collateral account as additional security for the LOC Obligations in
respect of subsequent drawings under all then outstanding Letters of Credit in
an amount equal to the maximum aggregate amount which may be drawn under all
Letters of Credits then outstanding.

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

Notwithstanding the foregoing, if an Event of Default specified in Section
9.1(e) shall occur, then the Commitments shall automatically terminate and all
Loans, all reimbursement obligations arising from drawings under Letters of
Credit, all accrued interest in respect thereof, all accrued and unpaid Fees and
other indebtedness or obligations owing to the Agent and/or any of the Lenders
hereunder automatically shall immediately become due and payable without
presentment, demand, protest or the giving of any notice or other action by the
Agent or the Lenders, all of which are hereby waived by the Borrowers.


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<PAGE>   71



                                   SECTION 10
                                AGENCY PROVISIONS

         10.1     APPOINTMENT.

         Each Lender hereby designates and appoints NationsBank of Tennessee,
N.A. as Agent (in such capacity, the "Agent") of such Lender to act as specified
herein and the other Credit Documents, and each such Lender hereby authorizes
the Agent as the Agent for such Lender, to take such action on its behalf under
the provisions of this Credit Agreement and the other Credit Documents and to
exercise such powers and perform such duties as are expressly delegated by the
terms hereof and of the other Credit Documents, together with such other powers
as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere herein and in the other Credit Documents, the Agent shall not
have any duties or responsibilities, except those expressly set forth herein and
therein, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Credit Agreement or any of the other Credit Documents, or
shall otherwise exist against the Agent. The provisions of this Section are
solely for the benefit of the Agent and the Lenders and the Credit Parties shall
not have any rights as a third party beneficiary of the provisions hereof. In
performing its functions and duties under this Credit Agreement and the other
Credit Documents, the Agent shall act solely as Agent of the Lenders and does
not assume and shall not be deemed to have assumed any obligation or
relationship of agency or trust with or for the Credit Parties or any of their
Affiliates.

         10.2     DELEGATION OF DUTIES.

         The Agent may execute any of their respective duties hereunder or under
the other Credit Documents by or through agents or attorneys-in-fact and shall
be entitled to advice of counsel concerning all matters pertaining to such
duties. The Agent shall not be responsible for the negligence or misconduct of
any agents or attorneys-in-fact selected by it with reasonable care.

         10.3     EXCULPATORY PROVISIONS.

         The Agent and its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall not be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection
herewith or in connection with any of the other Credit Documents (except for its
or such Person's own gross negligence or willful misconduct), or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any of the Credit Parties contained herein
or in any of the other Credit Documents or in any certificate, report, document,
financial statement or other written or oral statement referred to or provided
for in, or received by the Agent under or in connection herewith or in
connection with the other Credit Documents, or enforceability or sufficiency
therefor of any of the other Credit Documents, or for any failure of the Credit
Parties to perform their obligations hereunder or thereunder. The Agent shall
not be responsible to any Lender for the effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Credit Agreement, or any
of the other Credit Documents or for any representations, warranties, recitals
or statements made herein or therein or made by the Credit Parties in any
written or oral statement or in any financial or other statements, instruments,
reports, certificates or any other documents in connection herewith or therewith
furnished or made by the


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<PAGE>   72



Agent to the Lenders or by or on behalf of the Credit Parties to the Agent or
any Lender or be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained herein or therein or as to the use of the proceeds of the Loans or the
use of the Letters of Credit or of the existence or possible existence of any
Default or Event of Default or to inspect the properties, books or records of
the Credit Parties or their Affiliates.

         10.4     RELIANCE ON COMMUNICATIONS.

         The Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Borrowers, independent accountants and other experts
selected by the Agent with reasonable care). The Agent may deem and treat the
Lenders as the owner of their respective interests hereunder for all purposes
unless a written notice of assignment, negotiation or transfer thereof shall
have been filed with the Agent in accordance with Section 11.3(b) hereof. The
Agent shall be fully justified in failing or refusing to take any action under
this Credit Agreement or under any of the other Credit Documents unless it shall
first receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder or under any
of the other Credit Documents in accordance with a request of the Required
Lenders (or to the extent specifically provided in Section 11.6, all the
Lenders) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders (including their successors and
assigns).

         10.5     NOTICE OF DEFAULT.

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

         10.6     NON-RELIANCE ON AGENT AND OTHER LENDERS.

         Each Lender expressly acknowledges that each of the Agent and its
officers, directors, employees, agents, attorneys-in-fact or affiliates has not
made any representations or warranties to it and that no act by the Agent or any
affiliate thereof hereinafter taken, including any review of the affairs of the
Credit Parties or any of their Affiliates, shall be deemed to constitute any
representation or warranty by the Agent to any Lender. Each Lender represents to
the Agent that it has, independently and without reliance upon the Agent or any
other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation



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into the business, assets, operations, property, financial and other conditions,
prospects and creditworthiness of the Credit Parties or their Affiliates and
made its own decision to make its Loans hereunder and enter into this Credit
Agreement. Each Lender also represents that it will, independently and without
reliance upon the Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Credit Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, assets, operations, property, financial and
other conditions, prospects and creditworthiness of the Credit Parties and their
Affiliates. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Agent hereunder, the Agent shall not have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, assets, property, financial or
other conditions, prospects or creditworthiness of the Credit Parties or their
respective Affiliates which may come into the possession of the Agent or any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates.

         10.7     INDEMNIFICATION.

         The Lenders agree to indemnify the Agent in its capacity as such (to
the extent not reimbursed by the Credit Parties and without limiting the
obligation of the Credit Parties to do so), ratably according to their
respective Commitments (or if the Commitments have expired or been terminated,
in accordance with the respective principal amounts of outstanding Loans and
Participation Interests of the Lenders), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time
(including without limitation at any time following the final payment of all of
the obligations of the Credit Parties hereunder and under the other Credit
Documents) be imposed on, incurred by or asserted against the Agent in its
capacity as such in any way relating to or arising out of this Credit Agreement
or the other Credit Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by the Agent under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the gross
negligence or willful misconduct of the Agent. If any indemnity furnished to the
Agent for any purpose shall, in the opinion of the Agent, be insufficient or
become impaired, the Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished. The agreements in this Section shall survive the repayment of the
Loans, LOC Obligations and other obligations under the Credit Documents and the
termination of the Commitments hereunder.

         10.8     AGENT IN ITS INDIVIDUAL CAPACITY.

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


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not the Agent, and the terms "Lender" and "Lenders" shall include the Agent in
its individual capacity.

         10.9     SUCCESSOR AGENT.

         The Agent may, at any time, resign upon twenty (20) days' written
notice to the Parent and the Lenders. Upon any such resignation, the Required
Lenders shall have the right to appoint a successor Agent. If no successor Agent
shall have been so appointed by the Required Lenders, and shall have accepted
such appointment, within 30 days after the notice of resignation, then the
retiring Agent shall select a successor Agent provided such successor is a
Lender hereunder or a commercial bank organized under the laws of the United
States of America or of any State thereof and has a combined capital and surplus
of at least $400,000,000. Upon the acceptance of any appointment as Agent
hereunder by a successor, such successor Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations as Agent, as appropriate, under this Credit Agreement and the other
Credit Documents and the provisions of this Section 10.9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Credit Agreement.

                                   SECTION 11
                                  MISCELLANEOUS

         11.1     NOTICES.

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

                  if to the Borrowers:

                           c/o CENTRAL PARKING CORPORATION
                           2401 21st Avenue South, Suite 200
                           Nashville, Tennessee 37212
                           Attn:    Stephen A. Tisdell
                                    Chief Financial Officer
                           Telephone:  (615) 297-4255
                           Telecopy:   (615) 297-6240

                  with a copy to:

                           CENTRAL PARKING CORPORATION



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                           2401 21st Avenue South, Suite 200
                           Nashville, Tennessee 37212
                           Attn:    Monroe J. Carell, Jr.
                           Telephone:  (615) 297-4255
                           Telecopy:   (615) 297-6240

                  if to the Agent:

                           NATIONSBANK OF TENNESSEE, N.A.
                           Independence Center, 15th Floor
                           NC1-001-15-04
                           Charlotte, North Carolina 28255
                           Attn:  Corporate Credit Services
                           Telephone:  (704) 388-6482
                           Telecopy:   (704) 386-9923

         11.2     RIGHT OF SET-OFF.

         In addition to any rights now or hereafter granted under applicable law
or otherwise, and not by way of limitation of any such rights, upon the
occurrence of an Event of Default, each Lender is authorized at any time and
from time to time, without presentment, demand, protest or other notice of any
kind (all of which rights being hereby expressly waived), to set-off and to
appropriate and apply any and all deposits (general or special) and any other
indebtedness at any time held or owing by such Lender (including, without
limitation branches, agencies or Affiliates of such Lender wherever located) to
or for the credit or the account of the Credit Parties against obligations and
liabilities of such Person to such Lender hereunder, under the Notes, the other
Credit Documents or otherwise, irrespective of whether such Lender shall have
made any demand hereunder and although such obligations, liabilities or claims,
or any of them, may be contingent or unmatured, and any such set-off shall be
deemed to have been made immediately upon the occurrence of an Event of Default
even though such charge is made or entered on the books of such Lender
subsequent thereto. Any Person purchasing a participation in the Loans and
Commitments hereunder pursuant to Section 3.13 or Section 11.3(d) may exercise
all rights of set-off with respect to its participation interest as fully as if
such Person were a Lender hereunder.

         11.3     BENEFIT OF AGREEMENT.

                  (a)      Generally. This Credit Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto; provided that the Credit Parties may not
assign or transfer any of its interests without prior written consent of the
Lenders; provided further that the rights of each Lender to transfer, assign or
grant participations in its rights and/or obligations hereunder shall be limited
as set forth in this Section 11.3, provided however that nothing herein shall
prevent or prohibit any Lender from (i) pledging its Loans hereunder to a
Federal Reserve Bank in support of borrowings made by such Lender from such
Federal Reserve Bank, or (ii) granting assignments or selling participations in
such Lender's Loans and/or Commitments hereunder to its parent company and/or to
any Affiliate or Subsidiary of such Lender.


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                  (b)      Assignments. Each Lender may assign all or a portion
of its rights and obligations hereunder, pursuant to an assignment agreement
substantially in the form of Exhibit 11.3(b), to (i) any Lender or any Affiliate
or Subsidiary of a Lender, or (ii) any other commercial bank, financial
institution or "accredited investor" (as defined in Regulation D of the
Securities and Exchange Commission) reasonably acceptable to the Agent and, so
long as no Default or Event of Default has occurred and is continuing, the
Parent; provided that (i) any such assignment (other than any assignment to an
existing Lender) shall be in a minimum aggregate amount of $15,000,000 (or, if
less, the remaining amount of the Commitment being assigned by such Lender) of
the Commitments and in integral multiples of $1,000,000 above such amount and
(ii) each such assignment shall be of a constant, not varying, percentage of all
such Lender's rights and obligations under this Credit Agreement (including
specifically, without limitation, an equal percentage of such Lender's Revolving
Commitment Percentage and outstanding principal balance of the Term Loan). Any
assignment hereunder shall be effective upon delivery to the Agent of written
notice of the assignment together with a transfer fee of $3,500 payable to the
Agent for its own account from and after the later of (i) the effective date
specified in the applicable assignment agreement and (ii) the date of recording
of such assignment in the Register pursuant to the terms of subsection (c)
below. The assigning Lender will give prompt notice to the Agent and the Parent
of any such assignment. Upon the effectiveness of any such assignment (and after
notice to, and (to the extent required pursuant to the terms hereof), with the
consent of, the Parent as provided herein), the assignee shall become a "Lender"
for all purposes of this Credit Agreement and the other Credit Documents and, to
the extent of such assignment, the assigning Lender shall be relieved of its
obligations hereunder to the extent of the Loans and Commitment components being
assigned. Along such lines the Borrowers agree that upon notice of any such
assignment and surrender of the appropriate Note or Notes, they will promptly
provide to the assigning Lender and to the assignee separate promissory notes in
the amount of their respective interests substantially in the form of the
original Note (but with notation thereon that it is given in substitution for
and replacement of the original Note or any replacement notes thereof). By
executing and delivering an assignment agreement in accordance with this Section
11.3(b), the assigning Lender thereunder and the assignee thereunder shall be
deemed to confirm to and agree with each other and the other parties hereto as
follows: (i) such assigning Lender warrants that it is the legal and beneficial
owner of the interest being assigned thereby free and clear of any adverse
claim; (ii) except as set forth in clause (i) above, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Credit Agreement, any of the other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Credit
Agreement, any of the other Credit Documents or any other instrument or document
furnished pursuant hereto or thereto or the financial condition of the Credit
Parties or any of their Affiliates or the performance or observance by the
Credit Parties of any of their obligations under this Credit Agreement, any of
the other Credit Documents or any other instrument or document furnished
pursuant hereto or thereto; (iii) such assignee represents and warrants that it
is legally authorized to enter into such assignment agreement; (iv) such
assignee confirms that it has received a copy of this Credit Agreement, the
other Credit Documents and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
assignment agreement; (v) such assignee will independently and without reliance
upon the Agent, such assigning


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Lender or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Credit Agreement and the other Credit
Documents; (vi) such assignee appoints and authorizes the Agent to take such
action on its behalf and to exercise such powers under this Credit Agreement or
any other Credit Document as are delegated to the Agent by the terms hereof or
thereof, together with such powers as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their terms
all the obligations which by the terms of this Credit Agreement and the other
Credit Documents are required to be performed by it as a Lender.

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

                  (d)      Participations. Each Lender may sell, transfer, grant
or assign participations in all or any part of such Lender's interests and
obligations hereunder; provided that (i) such selling Lender shall remain a
"Lender" for all purposes under this Credit Agreement (such selling Lender's
obligations under the Credit Documents remaining unchanged) and the participant
shall not constitute a Lender hereunder, (ii) no such participant shall have, or
be granted, rights to approve any amendment or waiver relating to this Credit
Agreement or the other Credit Documents except to the extent any such amendment
or waiver would (A) reduce the principal of or rate of interest on or Fees in
respect of any Loans in which the participant is participating or (B) postpone
the date fixed for any payment of principal (including any extension of the
Termination Date but excluding the waiver of any mandatory prepayment), interest
or Fees in which the participant is participating, and (iii) sub- participations
by the participant (except to an affiliate, parent company or affiliate of a
parent company of the participant) shall be prohibited. In the case of any such
participation, the participant shall not have any rights under this Credit
Agreement or the other Credit Documents (the participant's rights against the
selling Lender in respect of such participation to be those set forth in the
participation agreement with such Lender creating such participation) and all
amounts payable by the Borrowers hereunder shall be determined as if such Lender
had not sold such participation, provided, however, that such participant shall
be entitled to receive additional amounts under Sections 3.6, 3.8, 3.9, 3.10 and
3.11 on the same basis as if it were a Lender.


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         11.4     NO WAIVER; REMEDIES CUMULATIVE.

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

         11.5     PAYMENT OF EXPENSES, ETC.

         The Credit Parties joint and severally agree to: (i) pay all reasonable
out-of-pocket costs and expenses (A) of the Agent in connection with the
negotiation, preparation, execution and delivery and administration of this
Credit Agreement and the other Credit Documents and the documents and
instruments referred to therein (including, without limitation, the reasonable
fees and expenses of Moore & Van Allen, PLLC, special counsel to the Agent,
subject to the limitation contained in a separate agreement between the Agent
and the Parent) and any amendment, waiver or consent relating hereto and thereto
including, but not limited to, any such amendments, waivers or consents
resulting from or related to any work-out, renegotiation or restructure relating
to the performance by the Credit Parties under this Credit Agreement and (B) of
the Agent and the Lenders in connection with enforcement of the Credit Documents
and the documents and instruments referred to therein (including, without
limitation, in connection with any such enforcement, the reasonable fees and
disbursements of counsel for the Agent and each of the Lenders); (ii) pay and
hold each of the Lenders harmless from and against any and all present and
future stamp and other similar taxes with respect to the foregoing matters and
save each of the Lenders harmless from and against any and all liabilities with
respect to or resulting from any delay or omission (other than to the extent
attributable to such Lender) to pay such taxes; and (iii) indemnify each Lender,
its officers, directors, employees, representatives and Agents from and hold
each of them harmless against any and all losses, liabilities, claims, damages
or expenses incurred by any of them as a result of, or arising out of, or in any
way related to, or by reason of (A) any investigation, litigation or other
proceeding (whether or not any Lender is a party thereto) related to the
entering into and/or performance of any Credit Document or the use of proceeds
of any Loans (including other extensions of credit) hereunder or the
consummation of any other transactions contemplated in any Credit Document,
including, without limitation, the reasonable fees and disbursements of counsel
incurred in connection with any such investigation, litigation or other
proceeding or (B) the presence or Release of any Materials of Environmental
Concern at, under or from any Property owned, operated or leased by the Credit
Parties or any of their Subsidiaries, or the failure by the Credit Parties or
any of their Subsidiaries to comply with any Environmental Law (but excluding,
in the case of either of clause (A) or (B) above, any such losses, liabilities,
claims, damages or expenses to the extent incurred by reason of gross negligence
or willful misconduct on the part of the Person to be indemnified).


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         11.6     AMENDMENTS, WAIVERS AND CONSENTS.

         Neither this Credit Agreement nor any of the other Credit Documents,
nor any of the terms hereof or thereof may be amended, changed, waived,
discharged or terminated unless such amendment, change, waiver, discharge or
termination is in writing entered into by, or approved in writing by, the
Required Lenders and the Parent, provided, however, that no such amendment,
change, waiver, discharge or termination shall, without the consent of each
Lender directly affected thereby,

         (a)      reduce the rate or extend the time of payment of interest
(other than as a result of waiving the applicability of any post-default
increase in interest rates) on any Loan or fees hereunder,

         (b)      extend (i) the Termination Date, (ii) the final maturity of
any Loan or postpone any other date fixed for any payment of principal
(including any scheduled amortization of a principal payment on the Term Loan
but excluding the waiver of any mandatory prepayment pursuant to Section
3.3(b)(ii)), or (iii) the time of payment of any reimbursement obligation, or
any portion thereof, arising from drawings under Letters of Credit,

         (c)      reduce the principal amount on any Loan;

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

         (e)      release all or substantially all of the Guarantors from the
Guaranty Obligations hereunder,

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

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

         In addition to the foregoing, no provision of Section 2.3 may be
amended without the consent of the Issuing Lender and no provision of Section 10
may be amended without the consent of the Agent.

         11.7     COUNTERPARTS.

         This Credit Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same


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instrument. It shall not be necessary in making proof of this Credit Agreement
to produce or account for more than one such counterpart.

         11.8     HEADINGS.

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

         11.9     SURVIVAL.

         All indemnities set forth herein, including, without limitation, in
Section 2.3(h), 3.9, 3.11, 10.7 or 11.5 shall survive the execution and delivery
of this Credit Agreement, the making of the Loans, the issuance of the Letters
of Credit, the repayment of the Loans, LOC Obligations and other obligations
under the Credit Documents and the termination of the Commitments hereunder, and
all representations and warranties made by the Credit Parties herein shall
survive delivery of the Notes and the making of the Loans hereunder.

         11.10    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

         (a)      THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED
BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NORTH CAROLINA. Any legal action or proceeding with respect to this Credit
Agreement or any other Credit Document may be brought in the courts of the State
of North Carolina, or of the United States for the Middle District of North
Carolina, and, by execution and delivery of this Credit Agreement, the Credit
Parties hereby irrevocably accept for themselves and in respect of their
property, generally and unconditionally, the nonexclusive jurisdiction of such
courts. The Credit Parties further irrevocably consent to the service of process
out of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
it at the address set out for notices pursuant to Section 11.1, such service to
become effective three (3) Business Days after such mailing. Nothing herein
shall affect the right of the Agent to serve process in any other manner
permitted by law or to commence legal proceedings or to otherwise proceed
against the Credit Parties in any other jurisdiction.

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


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         (c)      TO THE EXTENT PERMITTED BY LAW, EACH OF THE AGENT, THE LENDERS
AND THE CREDIT PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT
AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

         11.11    SEVERABILITY.

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

         11.12    ENTIRETY.

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

         11.13    BINDING EFFECT; TERMINATION.

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

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

         11.14    CONFIDENTIALITY.

         The Agent and the Lenders agree to keep confidential (and to cause
their respective affiliates, officers, directors, employees, agents and
representatives to keep confidential) all information, materials and documents
furnished to the Agent or any such Lender by or on behalf of the Credit Parties
(whether before or after the Closing Date) which relates to the Credit Parties
or any of their Subsidiaries (the "Information"). Notwithstanding the foregoing,
the Agent and each Lender shall be permitted to disclose Information (i) to its
affiliates, officers, directors, employees, agents and representatives in
connection with its participation in any of the transactions evidenced by this
Credit Agreement or any other Credit Documents or the administration of this
Credit Agreement or any other Credit Documents; (ii) to the extent required by
applicable laws and regulations or by any


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subpoena or similar legal process, or requested by any Governmental Authority;
(iii) to the extent such Information (A) is or becomes publicly available other
than as a result of a breach of this Credit Agreement or any agreement entered
into pursuant to clause (iv) below, (B) is or becomes available to the Agent or
such Lender on a non-confidential basis from a source other than the Credit
Parties or (C) was available to the Agent or such Lender on a non-confidential
basis prior to its disclosure to the Agent or such Lender by the Credit Parties;
(iv) to any assignee or participant (or prospective assignee or participant) so
long as such assignee or participant (or prospective assignee or participant)
first specifically agrees in a writing furnished to and for the benefit of the
Credit Parties to be bound by the terms of this Section 11.14; or (v) to the
extent that the Parent shall have consented in writing to such disclosure.
Nothing set forth in this Section 11.14 shall obligate the Agent or any Lender
to return any materials furnished by the Borrowers.

         11.15    SOURCE OF FUNDS.

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

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

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

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

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

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

         11.16    CONFLICT.

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


                                       77


<PAGE>   83



                           [SIGNATURE PAGE TO FOLLOW]



                                       78


<PAGE>   84



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

BORROWERS:                      CENTRAL PARKING CORPORATION
                                a Tennessee corporation

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

                                CENTRAL PARKING SYSTEM, INC.,
                                a Tennessee corporation

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

                                CENTRAL PARKING SYSTEMS REALTY, INC.,
                                a Tennessee corporation

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

                                SQUARE INDUSTRIES, INC.,
                                a New York corporation

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

                                KINNEY SYSTEM HOLDING CORP.,
                                a New York corporation

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

GUARANTORS:                     CENTRAL PARKING CORPORATION
                                a Tennessee corporation

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


                                79


<PAGE>   85



                                CENTRAL PARKING SYSTEM, INC.,
                                a Tennessee corporation

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

                                CENTRAL PARKING SYSTEM REALTY, INC.,
                                a Tennessee corporation

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

                                SQUARE INDUSTRIES, INC.,
                                a New York corporation

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

                                KINNEY SYSTEM HOLDING CORP.,
                                a New York corporation

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

                                CENTRAL PARKING SYSTEM OF UK LIMITED,
                                a United Kingdom corporation

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

                                CENTRAL PARKING SYSTEM OF TEXAS, INC.,
                                a Texas corporation

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



                                80


<PAGE>   86



                                CENTRAL PARKING SYSTEM OF FLORIDA, INC.,
                                a Tennessee corporation

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

                                CENTRAL PARKING SYSTEM OF TENNESSEE, INC.,
                                a Tennessee corporation

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

                                CENTRAL PARKING SYSTEM OF NORTH
                                CAROLINA, INC., a Tennessee corporation

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

                                CENTRAL PARKING SYSTEM OF
                                MASSACHUSETTS, INC., a Tennessee corporation

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

                                CENTRAL PARKING SYSTEM OF
                                VIRGINIA, INC., a Tennessee corporation

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

                                CENTRAL PARKING SYSTEM OF
                                NEW YORK, INC., a Tennessee corporation

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



                                81


<PAGE>   87



                                SQUARE PLUS OPERATING CORP.,
                                a New York corporation

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

                                SQUARE PHILADELPHIA CORP.,
                                a Pennsylvania corporation

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

                                SQUARE PLUS OPERATING OF NEW
                                JERSEY, INC., a New Jersey corporation

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

                                KINNEY PARKING, INC.,
                                a Delaware corporation

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

                                KINNEY SYSTEM, INC.,
                                a Delaware corporation

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

                                12 WEST 48TH STREET CORP.,
                                a New York corporation

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


                                       82


<PAGE>   88



                                KINNEY SYSTEM, D.C., INC.,
                                a Delaware corporation

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

                                SAMPLE GARAGE ASSOC.,
                                a New York limited partnership

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

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

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

                                SUNTRUST BANK, NASHVILLE, N.A.,
                                individually in its capacity as a
                                Lender and in its capacity as Documentation
                                Agent

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

                                BANK OF AMERICA, FSB, individually in its
                                capacity as a Lender and in its capacity as
                                Co-Agent

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

                                CHASE BANK OF TEXAS, N.A.,
                                individually in its capacity as a
                                Lender and in its capacity as Co-Agent

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


                                       83


<PAGE>   89



                                FIRST UNION NATIONAL BANK,
                                individually in its capacity as a
                                Lender and in its capacity as Co-Agent

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

                                FLEET BANK, N.A.,
                                individually in its capacity as a
                                Lender and in its capacity as Co-Agent

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

                                AMSOUTH BANK,
                                as a Lender

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

                               FIRST AMERICAN NATIONAL BANK,
                               as a Lender

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

                                THE BANK OF NOVA SCOTIA,
                                as a Lender

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

                                BARCLAYS BANK PLC,
                                as a Lender

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


                                       84


<PAGE>   90


                                THE LONG-TERM CREDIT BANK OF
                                JAPAN, LIMITED, as a Lender

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

                                SOUTHTRUST BANK, NATIONAL
                                ASSOCIATION, as a Lender

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

                                WACHOVIA BANK, N.A.,
                                as a Lender

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

                                THE INDUSTRIAL BANK OF JAPAN,
                                LIMITED, ATLANTA AGENCY, as a Lender

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


                                       85