<PAGE>   1
                                                                   Exhibit 10.11

                                CREDIT AGREEMENT

                           Dated as of March 19, 1999

                                     among

                          CENTRAL PARKING CORPORATION
                          CENTRAL PARKING SYSTEM, INC.
                      CENTRAL PARKING SYSTEM REALTY, INC.
                 CENTRAL PARKING SYSTEM OF MASSACHUSETTS, INC.
                         CPC FINANCE OF TENNESSEE, INC.
                       KINNEY SYSTEM OF SUDBURY ST., INC.
                            ALLRIGHT HOLDINGS, INC.
                                 as Borrowers,

                                      and

             CERTAIN SUBSIDIARIES OF THE BORROWERS, as Guarantors,

                                      and

                         THE LENDERS IDENTIFIED HEREIN

                                      and

                          NATIONSBANK, N.A., as Agent

                                      and

                     NATIONSBANC MONTGOMERY SECURITIES LLC,
                  as Sole Lead Arranger and Sole Book Manager

                                      and

             SUNTRUST BANK, NASHVILLE, N.A., as Documentation Agent

                                      and

                     FLEET BANK, N.A., as Syndication Agent

                                      and

                            THE BANK OF NOVA SCOTIA
                                 NBD BANK, N.A.
                               BARCLAYS BANK PLC
                           CHASE BANK OF TEXAS, N.A.
                           FIRST UNION NATIONAL BANK,
                                  As Co-Agents
<PAGE>   2
                               TABLE OF CONTENTS


SECTION 1 DEFINITIONS ..............................................  1
     1.1  Definitions ..............................................  1
     1.2  Computation of Time Periods .............................. 23
     1.3  Accounting Terms ......................................... 23
SECTION 2 CREDIT FACILITIES ........................................ 23
     2.1  Revolving Loans .......................................... 23
     2.2  Term Loans ............................................... 25
     2.3  Letter of Credit Subfacility ............................. 26
     2.4  Swingline Loans .......................................... 31
     2.5  Joint and Several Liability of the Borrowers ............. 33
     2.6  Appointment of Parent as Agent for Borrowers ............. 35
SECTION 3 OTHER PROVISIONS RELATING TO CREDIT FACILITIES ........... 35
     3.1  Default Rate ............................................. 35
     3.2  Extension and Conversion ................................. 35
     3.3  Prepayments .............................................. 36
     3.4  Voluntary Reductions in Revolving Commitments ............ 37
     3.5  Fees ..................................................... 37
     3.6  Capital Adequacy ......................................... 38
     3.7  Inability To Determine Interest Rate ..................... 39
     3.8  Illegality ............................................... 39
     3.9  Requirements of Law ...................................... 39
     3.10 Taxes .................................................... 40
     3.11 Indemnity ................................................ 43
     3.12 Pro Rata Treatment ....................................... 43
     3.13 Sharing of Payments ...................................... 43
     3.14 Payments, Computations, Etc. ............................. 44
     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 ................... 53
SECTION 6 REPRESENTATIONS AND WARRANTIES ........................... 53
     6.1  Financial Condition ...................................... 54
     6.2  No Changes or Restricted Payments ........................ 54
     6.3  Organization; Existence; Compliance with Law ............. 54
     6.4  Power; Authorization; Enforceable Obligations ............ 54

                                       i
<PAGE>   3
     6.5   No Legal Bar ..................................................... 55
     6.6   No Material Litigation ........................................... 55
     6.7   No Default ....................................................... 55
     6.8   Ownership of Property; Liens ..................................... 55
     6.9   Intellectual Property ............................................ 55
     6.10  No Burdensome Restrictions ....................................... 56
     6.11  Taxes ............................................................ 56
     6.12  ERISA ............................................................ 56
     6.13  Governmental Regulations, Etc. ................................... 57
     6.14  Purpose of Extensions of Credit .................................. 58
     6.15  Environmental Matters ............................................ 58
     6.16  Labor Matters .................................................... 59
     6.17  Year 2000 Compliance ............................................. 60
SECTION 7 AFFIRMATIVE COVENANTS ............................................. 60
     7.1   Financial Statements ............................................. 60
     7.2   Certificates; Other Information .................................. 61
     7.3   Notices .......................................................... 62
     7.4   Payment of Obligations ........................................... 63
     7.5   Conduct of Business and Maintenance of Existence ................. 63
     7.6   Maintenance of Property; Insurance ............................... 64
     7.7   Inspection of Property; Books and Records; Discussions ........... 64
     7.8   Environmental Laws ............................................... 64
     7.9   Financial Covenants .............................................. 65
     7.10  Use of Proceeds .................................................. 65
     7.11  Additional Credit Parties ........................................ 66
     7.12  Subsidiaries ..................................................... 66
     7.13  Interest Rate Protection Agreement ............................... 66
     7.15  Year 2000 Compliance ............................................. 66
SECTION 8 NEGATIVE COVENANTS ................................................ 66
     8.1   Indebtedness ..................................................... 67
     8.2   Liens ............................................................ 67
     8.3   Nature of Business ............................................... 68
     8.4   Consolidation, Merger, Sale or Purchase Assets ................... 68
     8.5   Advances, Investments and Loans .................................. 69
     8.6   Restricted Payments .............................................. 69
     8.7   Transactions with Affiliates; Modification of Documentation ...... 69
     8.8   Fiscal Year ...................................................... 69
     8.9   Limitation on Restrictions ....................................... 69
     8.10  Sale Leasebacks .................................................. 70
     8.11  No Further Negative Pledges ...................................... 70
     8.12  Subsidiaries, Partnerships, Joint Ventures and Acquisitions ...... 70
     8.13  Infringement of Property Rights .................................. 70
SECTION 9 EVENTS OF DEFAULT ................................................. 70
     9.1   Events of Default ................................................ 70
     9.2   Acceleration; Remedies ........................................... 72
SECTION 10 AGENCY PROVISIONS ................................................ 73
     10.1  Appointment ...................................................... 73

                                       ii
<PAGE>   4
     10.2  Delegation of Duties ............................................. 74
     10.3  Exculpatory Provisions ........................................... 74
     10.4  Reliance on Communications ....................................... 74
     10.5  Notice of Default ................................................ 75
     10.6  Non-Reliance on Agent and Other Lenders .......................... 75
     10.7  Indemnification .................................................. 75
     10.8  Agent in its Individual Capacity ................................. 76
     10.9  Successor Agent .................................................. 76
     10.10 Documentation Agent, Syndication Agent and Co-Agents ............. 76
SECTION 11 MISCELLANEOUS .................................................... 77
     11.1  Notices .......................................................... 77
     11.2  Right of Set-Off ................................................. 78
     11.3  Benefit of Agreement ............................................. 78
     11.4  No Waiver; Remedies Cumulative ................................... 80
     11.5  Payment of Expenses, etc. ........................................ 81
     11.6  Amendments, Waivers and Consents ................................. 81
     11.7  Counterparts ..................................................... 82
     11.8  Headings ......................................................... 82
     11.9  Survival ......................................................... 83
     11.10 Governing Law; Submission to Jurisdiction; Venue ................. 83
     11.11 Severability ..................................................... 84
     11.12 Entirety ......................................................... 84
     11.13 Binding Effect; Termination ...................................... 84
     11.14 Confidentiality .................................................. 84
     11.15 Source of Funds .................................................. 85
     11.16 Conflict ......................................................... 85

                                      iii

<PAGE>   5
SCHEDULES
-----------------
Schedule 1.1(a)     Existing Letters of Credit
Schedule 1.1(b)     EBITDA Special Adjustments
Schedule 1.2        Preferred Stock
Schedule 2.1(a)     Schedule of Lenders and Commitments
Schedule 6.4        Required Consents, Authorizations, Notices and Filings
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

EXHIBITS
-----------------
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 2.4(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 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



                                       iv
<PAGE>   6
                                 CREDIT AGREEMENT

     THIS CREDIT AGREEMENT dated as of March 19, 1999 (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"), CENTRAL
PARKING SYSTEM OF MASSACHUSETTS, INC., a Tennessee corporation ("CPSM"), CPC
FINANCE OF TENNESSEE, INC., a Tennessee corporation ("CPCF"), KINNEY SYSTEM OF
SUDBURY ST., INC., A Massachusetts corporation ("KSSS") and ALLRIGHT HOLDINGS,
INC., a Delaware corporation ("Allright"), (CPC, CPS, CPSR, CPSM, CPCF, KSSS
and Allright 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, 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
$400,000,000 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
<PAGE>   7
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

     "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).

     "Allright" means Allright Holdings, Inc., a Delaware corporation.

     "Allright Merger" means the merger of Allright under and pursuant to the
Allright Merger Documents.

     "Allright Merger Documents" means the Agreement and Plan of Merger, dated
as of September 21, 1998, as amended as of January 5, 1999, by and among
Allright, the Parent, Central Merger Sub, Inc., a Delaware corporation, Apollo
Real Estate Investment Fund II, L.P., a Delaware limited partnership and AEW
Partners, L.P., a Delaware limited partnership.

     "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>
                                     Applicable     Applicable     Applicable
                                   Percentage For   Percentage     Percentage
Pricing      Leverage                Eurodollar    For Letter of   For Unused
 Level         Ratio                   Loans        Credit Fees       Fees
-----------------------------------------------------------------------------
<S>      <C>                       <C>             <C>             <C>
I        (less than) 2.5 to 1.0         .75%           .50%            .20%

II       (less than) 3.0 to 1.0        .875%          .625%            .25%
          but (greater than or
          equal to) 2.5 to 1.0

III      (less than) 3.5 to 1.0       1.125%          .875%            .30%
          but (greater than or
          equal to) 3.0 to 1.0

IV       (greater than or equal        1.50%          1.25%           .375%
             to) 3.5 to 1.0
</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 III until the first
Calculation Date to occur after June 30, 1999, 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

                                       2
<PAGE>   8
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 IV 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.

     "Asset Disposition" means the disposition of any or all of the Property
(including without limitation the capital stock of a Subsidiary) of any Credit
Party whether by sale, lease, transfer or otherwise; provided that the term
"Asset Disposition" shall not include (i) any like-kind exchanges under Section
1031 of the Code, (ii) dispositions of Property with a fair market value of less
than $500,000 and (iii) donations of Property in an aggregate amount not to
exceed $5,000,000 for which a Credit Party receives a corresponding tax benefit.

     "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 (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

                                       3
<PAGE>   9
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.

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

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

     "Cash Equivalents" means (a) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve months from the date of acquisition, (b) U.S. dollar denominated
time deposits and certificates of deposit of (i) any Lender, or (ii) any
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



                                       4




<PAGE>   10
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.

     "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.

     "Consolidated Parties" means a collective reference to the Parent and its
Subsidiaries, and "Consolidated Party" means any one of them.

     "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.


                                       5


<PAGE>   11
     "CPCF" means CPC Finance of Tennessee, Inc., a Tennessee corporation.

     "CPSM" means Central Parking System of Massachusetts, 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.

     "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 plus non-recurring charges and costs of
up to $30,000,000 for the first twelve month period following the Closing Date
arising in connection with the Allright Merger as set forth on Schedule 1.1(b),
in each case determined in accordance with GAAP applied on a



                                       6
<PAGE>   12
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 Parent, any Subsidiary of the
Parent or any ERISA Affiliate from a Multiemployer



                                       7
<PAGE>   13
Plan; (vii) the conditions for imposition of a lien under Section 302(f) of
ERISA exist with respect to any Plan; or (vii) the adoption of an amendment to
any Plan requiring the provision of security to such Plan pursuant to Section
307 of ERISA.

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

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

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


     "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 Credit Agreement" means that certain Credit Agreement, dated as
of February 12, 1998, among Central Parking Corporation, Central Parking
System, Inc. Central Parking System Realty, Inc., Square Industries, Inc. and
Kinney System Holding Corp., certain guarantors party thereto, the Lenders
identified therein and NationsBank, N.A., as Agent (as amended).

     "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.



                                       8
<PAGE>   14
     "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 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 or equity
securities of the Parent or the PS Subsidiary (but with respect to the Preferred
Stock, without duplication to the extent a comparable amount is taken by the
Parent as interest expense on the related subordinated debt) 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, and (vii) the principal amount of the
subordinated notes issued by the Parent to the PS Subsidiary in connection with
the Preferred Stock. 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 venture, 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.



                                       9
<PAGE>   15
     "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 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,
(xii) the principal balance outstanding under any Synthetic Lease and (xiii) the
principal amount of the

                                       10

<PAGE>   16
Subordinated Indebtedness. 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) 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 or Synthetic 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 and each
Swingline Loan, the last day of each fiscal quarter of the Parent and the
Termination Date and (ii) as to any Eurodollar Loan (other than 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); 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

                                       11

<PAGE>   17
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.

     "Issuing Lender" means (i) NationsBank, N.A. with respect to all Letters of
Credit other than as provided in clause (ii) of this definition and (ii) Fleet
Bank, N.A. ("Fleet") with respect to the Existing Letters of Credit in a face
amount not to exceed $5,000,000 in the aggregate and such additional Letters of
Credit that the Borrowers elect to have issued by Fleet in a face amount not to
exceed $1,000,000 in the aggregate.

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

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

     "KSSS" means Kinney System of Sudbury St., Inc., a Massachusetts
corporation.

     "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 is 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).

                                       12
<PAGE>   18
     "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 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.; Ann Scott Carell;
Julia Carell Stadler; Kathryn Carell Brown; Faith Carell Johnson; The Carell
Children's Trust; Monroe Carell, Jr. 1994 Grantor Retained Annuity Trust; Monroe
Carell, Jr. 1995 Grantor

                                       13
<PAGE>   19
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; The Monroe Carell, Jr.
Foundation; The Kathryn Carell Brown Foundation; The Edith Carell Johnson
Foundation; The Julia Carell Stadler Foundation; Carell Scholarship (at
Vanderbilt University) Lead Unitrust; 1990 Carell Grandchildren's Trust F/B/O
Julie Clair Stadler; 1990 Carell Grandchildren's Trust F/B/O George Monroe
Stadler; 1990 Carell Grandchildren's Trust F/B/O Carell Elizabeth Brown; 1990
Carell Grandchildren's Trust F/B/O David Nicholas Brown; 1990 Carell
Grandchildren's Trust F/B/O William Carell Johnson; 1990 Carell Grandchildren's
Trust F/B/O Ann Scott Johnson; 1997 Julia Clair Stadler Trust; 1997 George
Monroe Stadler Trust; 1997 Carell Elizabeth Brown Trust; 1997 David Nicholas
Brown Trust; 1997 William Carell Johnson Trust; 1997 Ann Scott Johnson Trust;
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.

     "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, 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 any Asset
Disposition or Equity Transaction net of actual costs and taxes incurred by such
Person in connection with and attributable to such Asset Disposition or 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.

                                       14
<PAGE>   20
     "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.

     "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 Form 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

                                       15
<PAGE>   21
liabilities not constituting Indebtedness)), for all such Acquisitions
occurring after the Closing Date shall not exceed $40,000,000.

     "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) 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, (x) Permitted
Acquisitions, (xi) "key money" advances or other prepaid rent paid in
connection with obtaining leasehold or other interests in real property in the
ordinary course of business and (xii) other loans, advances and investments of
a nature not contemplated in the foregoing subsections, including, without
limitation, loans in connection with purchase money financing, in an amount not
to exceed $25,000,000 in the aggregate at any time outstanding.

     "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);

                                       16
<PAGE>   22
          (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;

          (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.

                                       17
<PAGE>   23
     "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.

     "Preferred Stock" means the convertible preferred stock issued by the PS
Subsidiary in the form and subject to the terms set forth in Schedule 1.2 (as
updated to include pricing terms).

     "Prime Rate" means the rate of interest per annum publicly announced from
time to time by NationsBank, 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, 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, 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 or
Asset Disposition 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.

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

     "PS Subsidiary" means the trust formed by the Parent to issue the
Convertible Preferred Stock.


                                       18
<PAGE>   24
     "Register" shall have the meaning given such term in Section 11.3(c).

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

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

     "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 Revolving Commitments
and Term Loans, 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 to retire, or to obtain the surrender
of,



                                       19
<PAGE>   25
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).

     "Senior Funded Indebtedness" means Funded Debt of the Consolidated Parties
which is not Subordinated Indebtedness determined on a consolidated basis in
accordance with GAAP applied on a consistent basis.

     "Senior 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 (a) Senior Funded Debt of the Consolidated Parties on a
consolidated basis on the last day of such period to (b) Consolidated EBITDA
for such period.

     "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.

                                       20
<PAGE>   26
     "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 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.

     "Subordinated Indebtedness" means Indebtedness in the amount of
$110,000,000 (net of any treasury shares outstanding) evidenced by the
subordinated notes dated March 18, 1998, issued by the Parent to the PS
Subsidiary in connection with the Preferred Stock or by virtue of the issuance
of the Preferred Stock.

     "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, 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).


                                       21
<PAGE>   27
     "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 $25,000,000, as such
promissory note may be amended, modified, restated or replaced from time to
time.

     "Synthetic Lease" means any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing product
where such transaction is considered borrowed money indebtedness for tax
purposes but is classified as an operating lease in accordance with GAAP.

     "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).

     "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 TWO HUNDRED MILLION DOLLARS
($200,000,000).

     "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 March 19, 2004.

     "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.


                                       22
<PAGE>   28
     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.

                                   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


                                       23
<PAGE>   29
     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.

     (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).

                                       24
<PAGE>   30
     (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. Upon
satisfaction of the conditions precedent set forth in Section 5.1, 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), 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
               ----------------------             --------------------
               <C>                                <C>
                  June 30, 2000                       $12,500,000
                  September 30, 2000                  $12,500,000

</TABLE>

                                       25
<PAGE>   31
                  December 31, 2000               $12,500,000
                  March 31, 2001                  $12,500,000
                  June 30, 2001                   $12,500,000
                  September 30, 2001              $12,500,000
                  December 31, 2001               $12,500,000
                  March 31, 2002                  $12,500,000
                  June 30, 2002                   $12,500,000
                  September 30, 2002              $12,500,000
                  December 31, 2002               $12,500,000
                  March 31, 2003                  $12,500,000
                  June 30, 2003                   $12,500,000
                  September 30, 2003              $12,500,000
                  December 31, 2003               $12,500,000
                  March 19, 2004                  $12,500,000

                  Total                          $200,000,000


     (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 March 19, 2004.

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 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. 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


                                       26

<PAGE>   32
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 make a
Revolving Loan at the adjusted Base Rate 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


                                       27


<PAGE>   33
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
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


                                       28
<PAGE>   34
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 (the "UCP"), and/or the International Standby Practices 1998 (the
"ISP"), each as published as of the date of issue by the International Chamber
of Commerce, in which case the UCP or the ISP, as the case may be, may be
incorporated therein and deemed in all respects to be a part thereof.

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

          (i)  In addition to its other obligations under this Section 2.3,
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

                                       29
<PAGE>   35
     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


                                       30
<PAGE>   36
     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 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 TWENTY FIVE MILLION DOLLARS ($25,000,000) (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.

                                       31
<PAGE>   37
          (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 Swingline 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 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 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





                                       32
<PAGE>   38
     the Swingline Lender such participants 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.

     (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 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




                                       33
<PAGE>   39
     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 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

                                       34
<PAGE>   40
     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. Sections 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 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.

                                       35
<PAGE>   41
     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 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




                                       36
<PAGE>   42
          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).

              (iii) Asset Dispositions. Until such time at which the aggregate
          amount of the Term Loans outstanding is less than $100,000,000, upon
          receipt by the Parent of the proceeds from any Asset Disposition, the
          Parent shall prepay the Term Loans in an aggregate amount equal to
          100% of the Net Cash Proceeds of the related Asset Disposition (such
          prepayment 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).
     All amounts required to be paid pursuant to Section 3.3(b)(iii) above shall
     be applied as follows: (i) first, 50% of such prepayment to the remaining
     principal payments due under Section 2.2(c) in the inverse order of
     maturity and (ii) second, 50% of such prepayment to the remaining principal
     payments due under Section 2.2(c) in the direct order of maturity. 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.

     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

                                       37

<PAGE>   43
(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.

     3.7  INABILITY TO DETERMINE INTEREST RATE.

                                       38
<PAGE>   44
     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 such net
     income tax), of such Lender or its applicable lending office, branch, or
     any affiliate thereof));

                                       39
<PAGE>   45
          (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 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,

                                       40
<PAGE>   46
     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


                                       41

<PAGE>   47
          (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 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.

                                       42
<PAGE>   48
     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 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 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.

                                       43
<PAGE>   49
     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 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


                                       44
<PAGE>   50
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 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 fees, with the remainder, if any, to the
payment of all accrued interest on or in respect of the Obligations;

          THIRD, to the payment of the outstanding principal amount of the
Obligations (including the payment or case 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

                                       45
<PAGE>   51
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 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.


                                       46

<PAGE>   52
                                   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
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:


                                       47




<PAGE>   53
          (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 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.


                                       48
<PAGE>   54
     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. Sections
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 "Guaranteed
Obligations"), a Guarantor that has paid an amount in excess of its Pro Rata
Share of the Guaranteed Obligations; (ii) "Excess Payment" shall mean, in
respect of any Guaranteed Obligations, the amount paid by an Excess Funding
Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations; and
(iii) "Pro Rata Share", for the purposes of this Section 4.6, shall mean, for
any Guarantor, the ratio (expressed as a percentage) or (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


                                       49



<PAGE>   55
(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, (i) the
     consolidated financial statements of the Parent and its Subsidiaries for
     the fiscal years 1997 and 1998, 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, (ii) the
     unaudited interim financial statements of the Parent and its Subsidiaries
     for the trailing twelve month period ended December 31, 1998.

          (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 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 Allright or any of its
     Subsidiaries.


                                       50
<PAGE>   56
          (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) Allright Merger. (i) The Allright Merger has been consummated and
     was consummated in accordance with the terms of the Allright Merger
     Documents and in compliance with applicable law and regulatory approvals
     and (ii) the Allright Merger 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 Allright. Receipt by Agent of financial
     information regarding Allright in form and substance satisfactory to Agent,
     including without limitation, (i) the consolidated financial statements of
     Allright as of September 30, 1998, 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 Allright, and are prepared in conformity with GAAP and (ii)
     the unaudited interim financial statements of Allright for the trailing
     twelve month period ended December 31, 1998.

          (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, 1998, that has had or could reasonably be expected to
     have a Material Adverse Effect (including matters related to litigation,
     tax, accounting, labor, insurance


                                       51



<PAGE>   57
     and pension liabilities) on the Parent or any of its Subsidiaries, or, to
     the best of knowledge of the Credit Parties, on Allright 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 which the aggregate
     outstanding amount of such Indebtedness is 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)  Year 2000 Compliance. Receipt by the Agent and the Lenders of
     evidence that (i) the Parent and its Subsidiaries are taking all necessary
     and appropriate steps to ascertain the extent of, and to quantify and
     successfully address, business and financial risks facing the Parent and
     its Subsidiaries as a result of what is commonly referred to as the 'Year
     2000 Problem' (i.e., the inability of certain computer applications to
     recognize correctly and perform date-sensitive functions involving certain
     dates prior to and after December 31, 1999), including risks resulting from
     the failure of key vendors and customers of the Parent and its Subsidiaries
     to successfully address the Year 2000 problem, and (ii) the Parent's and
     its Subsidiaries' material computer applications and those of its key
     vendors and customers will, on a timely basis, adequately address the Year
     2000 problem in all material respects.

          (l)  Existing Credit Agreement. Receipt by the Agent of satisfactory
     evidence of the repayment of all loans and obligations under the Existing
     Credit Agreement and the termination of the commitments thereunder.

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


                                       52
<PAGE>   58
          (n)  Due Diligence. Completion by Agent of all due diligence with
     respect to the Parent and its Subsidiaries and Allright and its
     Subsidiaries in scope and determination satisfactory to Agent in its sole
     discretion.

          (o)  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).

          (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, 1998, 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:


                                       53
<PAGE>   59
     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, 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 consents,
authorizations, notices and filings described in Schedule 6.4, all of which have
been obtained or made or have the status described in such Schedule 6.4) 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).

                                       54
<PAGE>   60
     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. Except as disclosed on Schedule 6.6, there are no actions, suits
or legal, equitable, arbitration or administrative proceedings, pending or, to
the knowledge of the Parent or any of its Subsidiaries, threatened by or against
the Parent or any of its Subsidiaries or against any of their respective
properties or revenues which individually or in the aggregate, is reasonably
expected to have a Material Adverse Effect.

     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

                                       55
<PAGE>   61
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.

     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.

                                       56
<PAGE>   62
               (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.

     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 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 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

                                       57
<PAGE>   63
     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 existing Funding Debt of Allright and to pay transactions costs
of up to $30,000,000 with respect to the Allright Merger, (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).

     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.

                                       58
<PAGE>   64
          (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 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.

     6.16 LABOR MATTERS.

     As of the Closing Date, there are no strikes, lockouts or slowdowns
against the Parent or any of its Subsidiaries pending or, to the knowledge of
the Parent, threatened. The hours worked by and payments made to employees of
the Parent and its Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable Federal, state, local or foreign law
dealing with such matters, except where any such violations, individually and
in the aggregate, would not be reasonably likely to result in a Material
Adverse Effect. All material payments due from the Parent or any of its
Subsidiaries, or for which any claim may be made against the Parent or any of
its Subsidiaries, on account of wages and employee health and welfare insurance
and other benefits, have been paid or accrued as a liability on the books of
the Parent or such Subsidiary except where the failure to make such payments,
would not be reasonably likely to result in a Material Adverse Effect. The
consummation of the Credit Agreement or the Allright Merger will not give rise
to any right of termination or right of renegotiation on the part of any union
under any collective bargaining agreement to which the Parent or any of its
Subsidiaries are bound that would be reasonably likely to result in a Material
Adverse Effect

                                       59

<PAGE>   65
     6.17 YEAR 2000 COMPLIANCE.

     Each Credit Party has (i) initiated a review and assessment of all areas
within its and each of its Subsidiaries' business and operations (including
those affected by suppliers, vendors and customers) that could be adversely
affected by the "Year 2000 Problem" (that is, the risk that computer
applications used by such Credit Party or any of its Subsidiaries (or suppliers,
vendors and customers) may be unable to recognize and perform properly
date-sensitive functions involving certain dates prior to and any date after
December 31, 1999), (ii) developed a plan and timeline for addressing the Year
2000 Problem on a timely basis, and (iii) to date, implemented that plan in
accordance with the timetable. Based on the foregoing, each Credit Party
believes that all computer applications (including those of its suppliers,
vendors and customers) that are material to its and any of its Subsidiaries'
business and operations are reasonably expected on a timely basis to be able to
perform properly date-sensitive functions for all dates before and after January
1, 2000 (that is, be "Year 2000 compliant"), except to the extent that a failure
to do so could not reasonably be expected to have Material Adverse Effect.

                                   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


                                       60
<PAGE>   66
               (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 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

                                       61


<PAGE>   67
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:

     (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


                                       62

<PAGE>   68
     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 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.

                                       63
<PAGE>   69
     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 other such 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 an financial and other condition of the Parent and any
of is 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.

     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 reasonable 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

                                       64

<PAGE>   70
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:

          Closing Date through September 29, 1999           4.0 to 1.0
          September 30, 1999 through September 29, 2000     3.5 to 1.0
          September 30, 2000 and thereafter                 3.0 to 1.0

          (b) Senior 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 Senior Leverage Ratio, of not greater
     than:

          Closing Date through September 29, 1999           3.5 to 1.0
          September 30, 1999 and thereafter                 3.0 to 1.0

          (c) Fixed Charge Coverage Ratio. There shall be maintained with
     respect to the Parent and its Subsidiaries as of the end of each fiscal
     quarter a Fixed Charge Coverage Ratio of at least 1.05 to 1.0.

          (d) Net Worth. The Net Worth shall at all times (after giving effect
     to the issuance of additional capital stock in connection with the Allright
     Merger) be greater than or equal to $320,000,000, 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 March 31, 1999, an amount
     equal to 50% of Net Income (to the extent positive) for the fiscal quarter
     then ended plus (ii) an amount equal to the 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.

                                       65
<PAGE>   71
     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. Notwithstanding the foregoing, the PS Subsidiary
shall not be required to become a Guarantor pursuant to this Section 7.11 so
long as the only assets of the PS Subsidiary are the subordinated notes issued
to the PS Subsidiary by the Parent.

     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, on or before June 30, 1999, 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
$100,000,000 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.

     7.15  YEAR 2000 COMPLIANCE.

     The Credit Parties will promptly notify the Agent in the event any Credit
Party discovers or determines that any computer application (including those of
its suppliers, vendors and customers) that is material to its or any of its
Subsidiaries' business and operations will not be Year 2000 Compliant, except to
the extent that such failure could not reasonably be expected to have a Material
Adverse Effect.

                                   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:


                                       66


<PAGE>   72
     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)  purchase money Indebtedness (including Capital Lease Obligations)
     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 $25,000,000 at any time outstanding;

          (d)  Indebtedness in respect of Synthetic Leases, 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 $40,000,000 at any time outstanding;

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

          (f)  Indebtedness (i) owing by one Credit Party to another Credit
     Party and (ii) arising under the Subordinated Indebtedness; and

          (g)  other unsecured Indebtedness in an amount not to exceed
     $35,000,000.

     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.


                                       67

<PAGE>   73
     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)  Make any Asset Dispositions other than (A) the sale of inventory
     in the ordinary course of business for fair consideration, (B) the sale or
     disposition of machinery and equipment no longer used or useful in the
     conduct of such Credit Party's business, or (C) such other Asset
     Dispositions for consideration not less than the fair market value of such
     assets during any fiscal year, provided, that (i) with respect to each
     Asset Disposition, the Parent shall apply (or cause to be applied) an
     amount equal to the Net Cash Proceeds of such Asset Disposition to prepay
     the Term Loans in accordance with the terms of Section 3.3(b)(iii) and
     (ii) for any Asset Disposition in which the Net Cash Proceeds to be
     received exceeds $15,000,000 or if the amount of Net Cash Proceeds to be
     received for such Asset Disposition together with the Net Cash Proceeds
     Received from other Assets Dispositions occurring during such fiscal year
     would exceed $25,000,000, then no later than 20 days prior to such Asset
     Disposition, the Agent and the Lenders shall have received (A) a
     certificate of an officer of the Parent specifying the anticipated or
     actual date of such Asset Disposition, briefly describing the assets to be
     sold or otherwise disposed of and setting forth the net book value of such
     assets, the aggregate consideration and the Net Cash Proceeds to be
     received for such assets in connection with such Asset Disposition and (B)
     such documents, instruments and certificates (including, without
     limitation a Pro Forma Compliance Certificate) as the Agent may request so
     as to evidence the Credit Parties to be in compliance with the terms of
     Section 7.09 after giving effect to such Asset Disposition.

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


                                       68
<PAGE>   74
     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 (A) cash dividends by the Parent in an amount not to
exceed the greater of $4,000,000 or fifteen percent (15%) of Net Income during
any fiscal year and (B) dividends on the Preferred Stock on the dates and at
the rate set forth in the description of the Preferred Stock contained in
Schedule 1.2, (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 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.


                                       69
<PAGE>   75
     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, or 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.

     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


                                       70
<PAGE>   76
    (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

  (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. With respect to any Indebtedness (other
than Indebtedness outstanding under this Credit Agreement) in which the
aggregate outstanding amount of such Indebtedness is in excess of $5,000,000,
(A) the Parent or any of its Subsidiaries shall (1) default in any payment
(beyond the applicable grace period with respect thereto, if any) with respect
to any such Indebtedness, or (2) default (after giving effect to any applicable
grace period) 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,


                                       71

<PAGE>   77
     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 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.


                                       72


<PAGE>   78
          (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.

                                   SECTION 10
                               AGENCY PROVISIONS

     10.1  APPOINTMENT.

     Each Lender hereby designates and appoints NationsBank, 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

                                       73

<PAGE>   79
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 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 nor 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

                                       74
<PAGE>   80
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 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),

                                       75
<PAGE>   81
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 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.

     10.10 DOCUMENTATION AGENT, SYNDICATION AGENT AND CO-AGENTS.





                                       76
<PAGE>   82
     Neither the Documentation Agent or the Syndication Agent nor any of the
Lenders identified in this Credit Agreement as a "Co-Agent" shall have any
right, power, duty or obligation under this Credit Agreement or any of the
other Credit Documents other than those applicable to all Lenders as such.
Without limiting the foregoing, none of such Lenders shall have or be deemed to
have a fiduciary relationship with any Lender. Each Lender hereby makes the
same acknowledgments with respect to such Lenders as it makes with respect to
the Agent in Section 10.6.

                                   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 Schedule
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:  Monroe J. Carell, Jr.
               Telephone: (615) 297-4255
               Telecopy:  (615) 297-6240

          with a copy to:

               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

          if to the Agent:

               NATIONSBANK, N.A.
               Independence Center, 15th Floor
               NC1-001-15-04

                                       77
<PAGE>   83
                    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.

          (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

                                       78
<PAGE>   84
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 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

                                       79
<PAGE>   85
     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.

     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


                                       80


<PAGE>   86
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).

     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,


                                       81


<PAGE>   87
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 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.

                                       82

<PAGE>   88
     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.

     (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.


                                       83
<PAGE>   89
     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, Credit Party 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 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 on participant) first
specifically agrees in a

                                       84




<PAGE>   90
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.

                           [Signature Page to Follow]

                                       85

<PAGE>   91
     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: /s/ Monroe Caroll
                    --------------------------
                    Name: Monroe Caroll
                    --------------------------
                    Title: CEO
                    --------------------------

                    CENTRAL PARKING SYSTEM, INC.,
                    a Tennessee corporation

                    By: /s/ Monroe Caroll
                    --------------------------
                    Name: Monroe Caroll
                    --------------------------
                    Title: CEO
                    --------------------------

                    CENTRAL PARKING SYSTEM REALTY, INC.,
                    a Tennessee corporation

                    By: /s/ Monroe Caroll
                    --------------------------
                    Name: Monroe Caroll
                    --------------------------
                    Title: CEO
                    --------------------------

                    CPC FINANCE OF TENNESSEE, INC.,
                    a Tennessee corporation

                    By: /s/ Stephen A. Tisdell
                    --------------------------
                    Name: Stephen A. Tisdell
                    --------------------------
                    Title: CFO
                    --------------------------

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

                    By: /s/ Stephen A. Tisdell
                    --------------------------
                    Name: Stephen A. Tisdell
                    --------------------------
                    Title: CFO
                    --------------------------

<PAGE>   92
                    KINNEY SYSTEM OF SUDBURY ST., INC.,
                    a Massachusetts corporation

                    By: /s/ Stephen A. Tisdell
                    --------------------------
                    Name: Stephen A. Tisdell
                    --------------------------
                    Title: CFO
                    --------------------------

                    ALLRIGHT HOLDINGS, INC.,
                    a Delaware corporation

                    By: /s/ Stephen A. Tisdell
                    --------------------------
                    Name: Stephen A. Tisdell
                    --------------------------
                    Title: CFO
                    --------------------------

GUARANTORS:         CENTRAL PARKING CORPORATION
                    a Tennessee corporation

                    By: /s/ Stephen A. Tisdell
                    --------------------------
                    Name: Stephen A. Tisdell
                    --------------------------
                    Title: CFO
                    --------------------------

                    CENTRAL PARKING SYSTEM, INC.,
                    a Tennessee corporation

                    By: /s/ Stephen A. Tisdell
                    --------------------------
                    Name: Stephen A. Tisdell
                    --------------------------
                    Title: CFO
                    --------------------------

                    CENTRAL PARKING SYSTEM REALTY, INC.,
                    a Tennessee corporation

                    By: /s/ Stephen A. Tisdell
                    --------------------------
                    Name: Stephen A. Tisdell
                    --------------------------
                    Title: CFO
                    --------------------------
<PAGE>   93
                    CPC FINANCE OF TENNESSEE, INC.,
                    a Tennessee corporation

                    By: /s/ Stephen A. Tisdell
                    --------------------------
                    Name: Stephen A. Tisdell
                    --------------------------
                    Title: CFO
                    --------------------------

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

                    By: /s/ Stephen A. Tisdell
                    --------------------------
                    Name: Stephen A. Tisdell
                    --------------------------
                    Title: CFO
                    --------------------------

                    KINNEY SYSTEM OF SUDBURY ST., INC.,
                    a Massachusetts corporation

                    By: /s/ Stephen A. Tisdell
                    --------------------------
                    Name: Stephen A. Tisdell
                    --------------------------
                    Title: CFO
                    --------------------------

                    ALLRIGHT HOLDINGS, INC.,
                    a Delaware corporation

                    By: /s/ Stephen A. Tisdell
                    --------------------------
                    Name: Stephen A. Tisdell
                    --------------------------
                    Title: CFO
                    --------------------------

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

                    By: /s/ Stephen A. Tisdell
                    --------------------------
                    Name: Stephen A. Tisdell
                    --------------------------
                    Title: CFO
                    --------------------------
<PAGE>   94
CENTRAL PARKING SYSTEM OF TEXAS, INC.,
a Texas corporation

By: /s/ Stephen A. Tisdell
   ------------------------
Name: Stephen A. Tisdell
      ---------------------
Title: CEO
      ---------------------


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

By: /s/ Stephen A. Tisdell
   ------------------------
Name: Stephen A. Tisdell
      ---------------------
Title: CEO
      ---------------------


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

By: /s/ Stephen A. Tisdell
   ------------------------
Name: Stephen A. Tisdell
      ---------------------
Title: CEO
      ---------------------

CENTRAL PARKING SYSTEM OF NEW JERSEY, INC.,
(FORMERLY SQUARE PLUS OPERATING OF NEW JERSEY, INC.),
a New Jersey corporation

By: /s/ Stephen A. Tisdell
   ------------------------
Name: Stephen A. Tisdell
      ---------------------
Title: CEO
      ---------------------

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

By: /s/ Stephen A. Tisdell
   ------------------------
Name: Stephen A. Tisdell
      ---------------------
Title: CEO
      ---------------------

<PAGE>   95
CENTRAL PARKING SYSTEM OF GEORGIA, INC.,
a Tennessee corporation

By: /s/ Stephen A. Tisdell
   ------------------------
Name: Stephen A. Tisdell
      ---------------------
Title: CEO
      ---------------------

DIPLOMAT PARKING CORPORATION,
a District of Columbia corporation

By: /s/ Stephen A. Tisdell
   ------------------------
Name: Stephen A. Tisdell
      ---------------------
Title: CEO
      ---------------------

KINNEY PARKING, INC.,
a Delaware corporation

By: /s/ Stephen A. Tisdell
   ------------------------
Name: Stephen A. Tisdell
      ---------------------
Title: CEO
      ---------------------

KINNEY SYSTEM, INC.,
a Delaware corporation

By: /s/ Stephen A. Tisdell
   ------------------------
Name: Stephen A. Tisdell
      ---------------------
Title: CEO
      ---------------------

KINNEY PARKING SYSTEM, INC.,
a New York corporation

By: /s/ Stephen A. Tisdell
   ------------------------
Name: Stephen A. Tisdell
      ---------------------
Title: CEO
      ---------------------

<PAGE>   96
KINNEY HACKENSACK, INC.,
a New Jersey corporation

By: Stephen A. Tisdell
   ---------------------
Name: Stephen A. Tisdell
     -------------------
Title: CEO
      ------------------

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

By: Stephen A. Tisdell
   ---------------------
Name: Stephen A. Tisdell
     -------------------
Title: CEO
      ------------------

SQUARE PLUS OPERATING CORP.,
a New York corporation

By: Stephen A. Tisdell
   ---------------------
Name: Stephen A. Tisdell
     -------------------
Title: CEO
      ------------------

SQUARE PHILADELPHIA CORP.,
a Pennsylvania corporation

By: Stephen A. Tisdell
   ---------------------
Name: Stephen A. Tisdell
     -------------------
Title: CEO
      ------------------

ALLRIGHT CORPORATION,
a Delaware corporation

By: Stephen A. Tisdell
   ---------------------
Name: Stephen A. Tisdell
     -------------------
Title: CEO
      ------------------

ALLRIGHT PARKING OF GEORGIA, INC.,
a Georgia corporation

By: Stephen A. Tisdell
   ---------------------
Name: Stephen A. Tisdell
     -------------------
Title: CEO
      ------------------
<PAGE>   97
ALLRIGHT BOSTON PARKING, INC.,
a Massachusetts corporation

By: Stephen A. Tisdell
   ---------------------
Name: Stephen A. Tisdell
     -------------------
Title: CEO
      ------------------

ALLRIGHT COLORADO, INC.,
a Colorado corporation

By: Stephen A. Tisdell
   ---------------------
Name: Stephen A. Tisdell
     -------------------
Title: CEO
      ------------------

ALLRIGHT REALTY COMPANY,
a Texas corporation

By: Stephen A. Tisdell
   ---------------------
Name: Stephen A. Tisdell
     -------------------
Title: CEO
      ------------------

APARKCO FINANCE, INC.
a Delaware corporation

By: Stephen A. Tisdell
   ---------------------
Name: Stephen A. Tisdell
     -------------------
Title: CEO
      ------------------
<PAGE>   98
                                       APARKCO INC.,
                                       a Delaware corporation


                                       By: /s/ Stephen A. Tisdell
                                          ------------------------------
                                       Name: Stephen A. Tisdell
                                            ----------------------------
                                       Title: CFO
                                             ---------------------------
<PAGE>   99
LENDERS:                               NATIONSBANK, N.A.,
                                       individually in its capacity as a
                                       Lender and in its capacity as Agent


                                       By: /s/ William H. Diahl
                                          ------------------------------
                                       Name: William H. Diahl
                                            ----------------------------
                                       Title: Sr. VP
                                             ---------------------------
<PAGE>   100
                               SUNTRUST BANK, NASHVILLE, N.A.,
                               individually in its capacity as a
                               Lender and in its capacity as Documentation Agent


                               By: /s/ Scott Copley
                                  ------------------------------
                               Name: Scott Copley
                                    ----------------------------
                               Title: Vice President
                                     ---------------------------
<PAGE>   101
                               FLEET BANK, N.A.,
                               individually in its capacity as a
                               Lender and in its capacity as Syndication Agent


                               By: /s/ Richard Fischer
                                  ------------------------------
                               Name: Richard Fischer
                                    ----------------------------
                               Title: Vice President
                                     ---------------------------
<PAGE>   102
                            THE BANK OF NOVA SCOTIA,
                            individually in its capacity as a
                            Lender and in its capacity as Co-Agent

                            By: /s/ W.J. Brown
                               ------------------------------------

                            Name: W.J. Brown
                                 ----------------------------------

                            Title: Vice President
                                  ---------------------------------
<PAGE>   103
                            NBD BANK, N.A.,
                            individually in its capacity as a
                            Lender and in its capacity as Co-Agent

                            By: /s/ Thelma B. Ferguson
                               ------------------------------------

                            Name: Thelma B. Ferguson
                                 ----------------------------------

                            Title: Senior Vice President
                                  ---------------------------------
<PAGE>   104
                            BARCLAYS BANK PLC,
                            individually in its capacity as a
                            Lender and in its capacity as Co-Agent

                            By: /s/ Marlene Wechselblatt
                               ------------------------------------

                            Name: Marlene Wechselblatt
                                 ----------------------------------

                            Title: Vice President
                                  ---------------------------------
<PAGE>   105
                            CHASE BANK OF TEXAS, N.A.,
                            individually in its capacity as a
                            Lender and in its capacity as Co-Agent

                            By: /s/ Mike Listen
                               ------------------------------------

                            Name: Mike Listen
                                 ----------------------------------

                            Title: Vice President
                                  ---------------------------------
<PAGE>   106
FIRST UNION NATIONAL BANK,
individually in its capacity as a
Lender and in its capacity as Co-Agent

By: /s/ Todd Kidd
   -----------------------

Name: Todd Kidd
      --------------------

Title: Vice President
       -------------------


<PAGE>   107
FIRST AMERICAN NATIONAL BANK,
as a Lender

By: /s/ Russell S. Rogers
   ---------------------------

Name: Russell S. Rogers
      ------------------------

Title: Senior Vice President
       -----------------------


<PAGE>   108
SOUTHTRUST BANK, N.A.,
as a Lender

By: /s/ Rett Dallas
   -----------------------

Name: Rett Dallas
      --------------------

Title: Vice President
       -------------------


<PAGE>   109
WACHOVIA BANK, N.A.,
as a Lender

By: /s/ Stephen A. Racine
   -----------------------

Name: Stephen A. Racine
      --------------------

Title: Banking Officer
       -------------------


<PAGE>   110
                    THE BANK OF NEW YORK,
                    as a Lender

                    By: /s/ Ann Marie Hughes
                    ------------------------
                    Name: Ann Marie Hughes
                    ------------------------
                    Title: Vice President
                    ------------------------
<PAGE>   111
                    THE INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA
                         AGENCY, as a Lender

                    By: /s/ Kazuo Iida
                    -----------------------------
                    Name: Kazuo Iida
                    -----------------------------
                    Title: General Manager
                    -----------------------------
<PAGE>   112
                    KBC BANK, N.V.
                    as a Lender

                    By: /s/ Robert Snauffer
                    ----------------------------
                    Name: Robert Snauffer
                    ----------------------------
                    Title: First Vice President
                    ----------------------------
<PAGE>   113
                    AMSOUTH BANK,
                    as a Lender

                    By: /s/ Andrew P. Grisham
                    -------------------------
                    Name: Andrew P. Grisham
                    -------------------------
                    Title: Vice President
                    -------------------------
<PAGE>   114
                            THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED,
                            as a Lender

                            By: /s/ Rebecca J.S. Silbert
                               ------------------------------------

                            Name: Rebecca J.S. Silbert
                                 ----------------------------------

                            Title: SVP
                                  ---------------------------------
<PAGE>   115
                            MERCANTILE BANK NATIONAL ASSOCIATION
                            as a Lender

                            By: /s/ Donald A. Adam
                               ------------------------------------

                            Name: Donald A. Adam
                                 ----------------------------------

                            Title: Vice President
                                  ---------------------------------