$25,000,000

                                CREDIT AGREEMENT

                                   dated as of

                                October 25, 1995

                                      among

                              BLESSINGS CORPORATION

                             The Banks Listed Herein

                                       and

                         WACHOVIA BANK OF GEORGIA, N.A.,
                                    as Agent

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                                TABLE OF CONTENTS
                                CREDIT AGREEMENT


                  ARTICLE I
                  DEFINITIONS
     
SECTION 1.01.  Definitions...................................................1
               -----------
SECTION 1.02.  Accounting Terms and Determinations..........................11
               -----------------------------------
SECTION 1.03.  Use of Defined Terms.........................................11
               --------------------
SECTION 1.04.  Terminology..................................................11
               -----------
SECTION 1.05.  References...................................................11
               ----------

                  ARTICLE II
                  THE CREDITS


SECTION 2.01.  Commitments to Make Loans....................................11
               -------------------------
SECTION 2.02.  Method of Borrowing Loans....................................12
               -------------------------
SECTION 2.03.  Notes........................................................13
               -----
SECTION 2.04.  Maturity of Loans............................................14
               -----------------
SECTION 2.05.  Interest Rates...............................................14
               --------------
SECTION 2.06.  Fees.........................................................16
               ----
SECTION 2.07.  Optional Termination or Reduction of Commitments.............17
               ------------------------------------------------
SECTION 2.08.  Mandatory Reduction and Termination of Commitments...........17
               --------------------------------------------------
SECTION 2.09.  Optional Prepayments.........................................18
               --------------------
SECTION 2.10.  Mandatory Prepayments........................................18
               ---------------------
SECTION 2.11.  General Provisions as to Payments............................18
               ---------------------------------
SECTION 2.12.  Computation of Interest and Fees.............................19
               --------------------------------

                  ARTICLE III
                  CONDITIONS TO CLOSING AND BORROWINGS


SECTION 3.01.  Conditions to Closing........................................19
SECTION 3.02.  Conditions to All Borrowings.................................20

                  ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES


SECTION 4.01.  Corporate Existence and Power................................20
SECTION 4.02.  Corporate and Governmental Authorization; No Contravention...21
SECTION 4.03.  Binding Effect...............................................21
SECTION 4.04.  Financial Information........................................21

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SECTION 4.05.  Litigation...................................................21
SECTION 4.06.  Compliance with ERISA........................................21
SECTION 4.07.  Taxes........................................................21
SECTION 4.08.  Subsidiaries.................................................22
SECTION 4.09.  Not an Investment Company....................................22
SECTION 4.10  Public Utility Holding Company Act............................22
SECTION 4.11.  Ownership of Property; Liens.................................22
SECTION 4.12.  No Default...................................................22
SECTION 4.13.  Full Disclosure..............................................22
SECTION 4.14.  Environmental  Matters.......................................22
SECTION 4.15.  Compliance with Laws.........................................23
SECTION 4.16.  Capital Stock................................................23
SECTION 4.17.  Margin Stock.................................................23
SECTION 4.18.  Insolvency...................................................23

                   ARTICLE V
                  COVENANTS


SECTION 5.01.  Information..................................................24
               -----------
SECTION 5.02.  Inspection of Property, Books and Records....................25
               -----------------------------------------
SECTION 5.03.  Minimum Consolidated Tangible Net Worth......................25
               ---------------------------------------
SECTION 5.04.  Ratio of Funded Debt to Total Capitalization.................25
               --------------------------------------------
SECTION 5.05.  Ratio of Funded Debt to EBITDA...............................26
               ------------------------------
SECTION 5.06.  Loans or Advances............................................26
               -----------------
SECTION 5.07.  Investments..................................................26
               -----------
SECTION 5.08.  Negative Pledge..............................................26
               ---------------
SECTION 5.09.  Maintenance of Existence.....................................27
               ------------------------
SECTION 5.10.  Dissolution..................................................27
               -----------
SECTION 5.11.  Consolidations, Mergers and Sales of Assets..................27
               -------------------------------------------
SECTION 5.12.  Use of Proceeds..............................................28
               ---------------
SECTION 5.13.  Compliance with Laws; Payment of Taxes.......................28
               --------------------------------------
SECTION 5.14.  Insurance....................................................28
               ---------
SECTION 5.15.  Change in Fiscal Year........................................28
               ---------------------
SECTION 5.16.  Maintenance of Property......................................28
               -----------------------
SECTION 5.17.  Environmental Notices........................................28
               ---------------------
SECTION 5.18.  Environmental Matters........................................28
               ---------------------
SECTION 5.19.  Environmental Release........................................29
               ---------------------
SECTION 5.20.  Guaranty of  Significant Domestic Subsidiaries...............29
               ----------------------------------------------

                  ARTICLE VI
                  DEFAULTS


SECTION 6.01.  Events of Default............................................29
SECTION 6.02.  Notice of Default............................................32

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                  ARTICLE VII
                  THE AGENT

SECTION 7.01.  Appointment, Powers and Immunities...........................32
               ----------------------------------
SECTION 7.02.  Reliance by Agent............................................33
               -----------------
SECTION 7.03.  Defaults.....................................................33
               --------
SECTION 7.04.  Rights of Agent and its Affiliates as a Bank.................33
               --------------------------------------------
SECTION 7.05.  Indemnification..............................................34
               ---------------
SECTION 7.06.  CONSEQUENTIAL DAMAGES........................................34
               ---------------------
SECTION 7.07.  Payee of Note Treated as Owner
SECTION 7.08.  Non-Reliance on Agent and Other Banks........................34
SECTION 7.09.  Failure to Act...............................................35
SECTION 7.10.  Resignation or Removal of Agent..............................35

                  ARTICLE VIII
                  CHANGE IN CIRCUMSTANCES; COMPENSATION


SECTION 8.01.  Basis for Determining Interest Rate Inadequate or Unfair.....35
               --------------------------------------------------------
SECTION 8.02.  Illegality...................................................36
               ----------
SECTION 8.03.  Increased Cost and Reduced Return............................36
               ---------------------------------
SECTION 8.04.  Base Rate Loans Substituted for Affected Euro-Dollar Loans...37
               ----------------------------------------------------------
SECTION 8.05.  Compensation.................................................38
               ------------

                  ARTICLE IX
                  MISCELLANEOUS


SECTION 9.01.  Notices......................................................39
               -------
SECTION 9.02.  No Waivers...................................................39
               ----------
SECTION 9.03.  Expenses; Documentary Taxes; Indemnification.................39
               --------------------------------------------
SECTION 9.04.  Setoffs; Sharing of Set-Offs.................................40
               ----------------------------
SECTION 9.05.  Amendments and Waivers.......................................40
               ----------------------
SECTION 9.06.  Margin Stock Collateral......................................41
               -----------------------
SECTION 9.07.  Successors and Assigns.......................................41
               ----------------------
SECTION 9.08.  Confidentiality..............................................43
               ---------------
SECTION 9.09.  Representation by Banks......................................43
               -----------------------
SECTION 9.10.  Obligations Several..........................................43
               -------------------
SECTION 9.11.  Survival of Certain Obligations..............................43
               -------------------------------
SECTION 9.12.  Georgia Law..................................................44
               -----------
SECTION 9.13.  Severability.................................................44
               ------------
SECTION 9.14.  Interest.....................................................44
               --------
SECTION 9.15.  Interpretation...............................................44
               --------------
SECTION 9.16.  Consent to Jurisdiction......................................44
               -----------------------
SECTION 9.17.  Counterparts.................................................44
               ------------


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SCHEDULE 4.08              Existing Subsidiaries
EXHIBIT A                  Form of Note
EXHIBIT B                  Form of Opinion of Counsel for the Borrower
EXHIBIT C                  Form of Opinion of Special Counsel for the Agent
EXHIBIT D                  Form of Closing Certificate
EXHIBIT E                  Form of Secretary's Certificate
EXHIBIT F                  Form of Compliance Certificate
EXHIBIT G                  Form of Assignment and Acceptance
EXHIBIT H                  Form of Notice of Borrowing
EXHIBIT I                  Form of Guaranty Agreement


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                                CREDIT AGREEMENT

                  AGREEMENT  dated  as  of  October  25,  1995  among  BLESSINGS
CORPORATION, the BANKS listed on the signature pages hereof and WACHOVIA BANK OF
GEORGIA, N.A., as Agent.

                  The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

                  SECTION  1.01.  Definitions.  The  terms  as  defined  in this
Section 1.01 shall,  for all purposes of this Agreement and any amendment hereto
(except as herein otherwise  expressly  provided or unless the context otherwise
requires), have the meanings set forth herein:

"Adjusted London Interbank  Offered Rate" has the meaning  set  forth in Section
 2.05(c).

                  "Affiliate"  of any Person  means (i) any other  Person  which
directly,  or  indirectly  through  one or more  intermediaries,  controls  such
Person, (ii) any other Person which directly,  or indirectly through one or more
intermediaries, is controlled by or is under common control with such Person, or
(iii) any other Person of which such Person owns, directly or indirectly, 20% or
more of the common stock or equivalent  equity  interests.  As used herein,  the
term "control" means possession,  directly or indirectly, of the power to direct
or cause the  direction  of the  management  or  policies  of a Person,  whether
through the ownership of voting  securities,  by contract or otherwise.  As used
herein  with  regard  to  the  Borrower,  the  term  "Affiliate"  shall  exclude
Williamson-Dickie Manufacturing Company, a Texas corporation.

                  "Agent"  means  Wachovia  Bank of  Georgia,  N.A.,  a national
banking association organized under the laws of the United States of America, in
its capacity as agent for the Banks hereunder,  and its successors and permitted
assigns in such capacity.

                  "Agent's   Letter   Agreement"   means  that  certain   letter
agreement,  dated as of August 17,  1995,  between  the  Borrower  and the Agent
relating  to the  structure  of the Loans,  and  certain  fees from time to time
payable  by  the  Borrower  to the  Agent,  together  with  all  amendments  and
modifications thereto.

                  "Agreement"  means this Credit  Agreement,  together  with all
amendments and supplements hereto.

                  "Applicable Commitment Fee Rate" has the meaning set forth in
 Section 2.06(a).

                  "Applicable Margin" has the meaning set forth in Section
 2.05(a).

                  "Assignee" has the meaning set forth in Section 9.07(c).

                  "Assignment and Acceptance" means an Assignment and Acceptance
executed in  accordance  with  Section  9.07(c) in the form  attached  hereto as
Exhibit G.

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                  "Authority" has the meaning set forth in Section 8.02.

                  "Bank" means each bank listed on the signature pages hereof as
having a Commitment, and its successors and assigns.

                  "Base Rate" means for any Base Rate Loan for any day, the rate
per annum  equal to the  higher as of such day of (i) the Prime  Rate,  and (ii)
one-half of one percent  above the Federal Funds Rate for such day. For purposes
of  determining  the Base Rate for any day,  changes  in the Prime  Rate and the
Federal Funds Rate shall be effective on the date of each such change.

                  "Base  Rate  Loan"  means  a Loan  which  bears  or is to bear
interest at a rate based upon the Base Rate.

                  "Borrower" means Blessings Corporation, a Delaware corporation
and its successors and permitted assigns.

                  "Borrowing"  means a borrowing  hereunder  consisting of Loans
made to the  Borrower  at the same time by the Banks  pursuant  to Article II. A
Borrowing is a "Euro-Dollar  Borrowing" if such Loans are Euro-Dollar Loans or a
"Base Rate Borrowing" if such Loans are Base Rate Loans.

                  "Capital Stock" means any  nonredeemable  capital stock of the
Borrower or any Consolidated  Subsidiary (to the extent issued to a Person other
than the Borrower), whether common or preferred.

     "CERCLA" means the Comprehensive  Environmental  Response  Compensation and
Liability Act, 42 U.S.C.  ss.9601 et seq. and its  implementing  regulations and
amendments.
                  "CERCLIS"  means  the  Comprehensive   Environmental  Response
Compensation and Liability Information System established pursuant to CERCLA.

             "Change of Law" shall have the meaning set forth in Section 8.02.
             "Closing Certificate" has the meaning set forth in Section 3.01(e).

                  "Closing Date" means October 25, 1995.

                  "Code" means the Internal Revenue Code of 1986, as amended, or
any successor Federal tax code. Any reference to any provision of the Code shall
also be  deemed to be a  reference  to any  successor  provision  or  provisions
thereof.

                  "Commitment"  means, with respect to each Bank, (i) the amount
set forth opposite the name of such Bank on the signature pages hereof,  or (ii)
as to any Bank which  enters  into an  Assignment  and  Acceptance  (whether  as
transferor Bank or as Assignee thereunder), the amount of such Bank's Commitment
after giving  effect to such  Assignment  and  Acceptance,  in each case as such
amount may be reduced from time to time pursuant to Sections 2.07 and 2.08.


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     "Commitment  Fee  Determination  Date" has the meaning set forth in Section
2.06(a).  "Commitment Fee Payment Date" means each March 31, June 30,  September
30 and December 31.

     "Compliance Certificate" has the meaning set forth in Section 5.01(c).
                  "Consolidated  Net  Income"  means,  for any  period,  the Net
Income  of the  Borrower  and  its  Consolidated  Subsidiaries  determined  on a
consolidated  basis, but excluding (i) extraordinary items and (ii) any Minority
Interests.

                  "Consolidated  Operating  Profits" means, for any period,  the
Operating Profits of the Borrower and its Consolidated Subsidiaries.

                  "Consolidated  Subsidiary" means at any date any Subsidiary or
other  entity  the  accounts  of  which,  in  accordance  with  GAAP,  would  be
consolidated with those of the Borrower in its consolidated financial statements
as of such date.

                  "Consolidated   Tangible  Net  Worth"  means,   at  any  time,
Stockholders'  Equity,  less the sum of the value,  as set forth or reflected on
the most recent consolidated  balance sheet of the Borrower and its Consolidated
Subsidiaries, prepared in accordance with GAAP, of

     (A) Any  surplus  resulting  from any  write-up  of  assets  subsequent  to
December 31, 1994;

     (B) All assets  which  would be treated as  intangible  assets for  balance
sheet presentation  purposes under GAAP,  including without limitation  goodwill
(whether  representing the excess of cost over book value of assets acquired, or
otherwise),  trademarks,  tradenames,  copyrights, patents and technologies, and
unamortized debt discount and expense.

     (C) To the extent not  included  in (B) of this  definition,  any amount at
which shares of capital stock of the Borrower  appear as an asset on the balance
sheet of the Borrower and its Consolidated Subsidiaries; and

     (D) To the extent not included in (B) of this definition, deferred expenses
(excluding  deferred  taxes)  recorded  as  assets on the  balance  sheet of the
Borrower and its Consolidated Subsidiaries.
                  "Consolidated  Total  Assets"  means,  at any time,  the total
assets  of the  Borrower  and its  Consolidated  Subsidiaries,  determined  on a
consolidated  basis,  as set forth or reflected on the most recent  consolidated
balance  sheet of the Borrower and its  Consolidated  Subsidiaries,  prepared in
accordance with GAAP.

                  "Controlled  Group" means all members of a controlled group of
corporations and all trades or businesses  (whether or not  incorporated)  under
common  control  which,  together  with the  Borrower,  are  treated as a single
employer under Section 414 of the Code.

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                  "Debt" of any Person means at any date,  without  duplication,
(i) all obligations of such Person for borrowed  money,  (ii) all obligations of
such Person evidenced by bonds, debentures,  notes or other similar instruments,
(iii) all  obligations  of such  Person to pay the  deferred  purchase  price of
property or services,  except  trade  accounts  payable  arising in the ordinary
course of business,  (iv) all obligations of such Person as lessee under capital
leases, (v) all obligations of such Person to reimburse any bank or other Person
in respect of amounts payable under a banker's  acceptance,  (vi) all Redeemable
Preferred  Stock of such  Person  (in the event such  Person is a  corporation),
(vii) all  obligations  (absolute or contingent) of such Person to reimburse any
bank or other  Person in  respect  of  amounts  paid under a letter of credit or
similar  instrument  (but  excluding any letter of credit or similar  instrument
with an expiration  date or final  maturity of less than 1 year from the date of
determination), (viii) all Debt of others secured by a Lien on any asset of such
Person, whether or not such Debt is assumed by such Person, and (ix) all Debt of
others Guaranteed by such Person.

                  "Default"  means any condition or event which  constitutes  an
Event of  Default  or which  with the  giving of notice or lapse of time or both
would, unless cured or waived in writing, become an Event of Default.

                  "Default  Rate" means,  with respect to any Loan,  on any day,
the sum of 2% plus the then highest  interest  rate  (including  the  Applicable
Margin) which may be applicable to any Loans hereunder  (irrespective of whether
any such type of Loans are actually outstanding hereunder).

                  "Depreciation"   means   for  any   period   the  sum  of  all
depreciation  expenses  of the  Borrower  for  such  period,  as  determined  in
accordance with GAAP.

     "Dollars" or "$" means  dollars in lawful  currency of the United States of
America.
                  "Domestic  Business  Day"  means  any day  except a  Saturday,
Sunday or other day on which  commercial  banks in  Georgia  are  authorized  or
required by law to close.

                  "EBITDA" for any period means the sum of (i) Net Income of the
Borrower for such period, (ii) Interest Expense of the Borrower for such period,
(iii) Depreciation of the Borrower for such period, (iv) amortization expense of
the Borrower for such period,  and (v) all taxes  actually  paid by the Borrower
during such period, all as determined in accordance with GAAP.

                  "Environmental  Authority" means any foreign,  federal, state,
local  or  regional  government  that  exercises  any  form of  jurisdiction  or
authority under any Environmental Requirement.

                  "Environmental  Authorizations"  means all licenses,  permits,
orders,  approvals,  notices,  registrations  or other legal  prerequisites  for
conducting  the  business  of the  Borrower  or any  Subsidiary  required by any
Environmental Requirement.

                  "Environmental  Judgments  and  Orders"  means all  judgments,
decrees or orders arising from or in any way associated  with any  Environmental
Requirements,  whether or not entered upon consent or written agreements with an
Environmental  Authority or other entity  arising from or in any way  associated
with any Environmental  Requirement,  whether or not incorporated in a judgment,
decree or order.

                                      - 4 -
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                  "Environmental  Laws" means any and all 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  or releases of  pollutants,  contaminants,  petroleum  or  petroleum
products,  chemicals or industrial, toxic or hazardous substances or wastes into
the  environment,  including,  without  limitation,  ambient air, surface water,
groundwater  or land,  or  otherwise  relating to the  manufacture,  processing,
distribution,  use,  treatment,  storage,  disposal,  transport  or  handling of
pollutants,   contaminants,   petroleum  or  petroleum  products,  chemicals  or
industrial,  toxic or  hazardous  substances  or wastes or the clean-up or other
remediation thereof.

                  "Environmental  Liabilities"  means any  liabilities,  whether
accrued,  contingent or otherwise,  arising from and in any way associated  with
any Environmental Requirements.

                  "Environmental  Notices"  means notice from any  Environmental
Authority or by any other person or entity, of possible or alleged noncompliance
with  or  liability  under  any  Environmental  Requirement,  including  without
limitation any complaints, citations, demands or requests from any Environmental
Authority or from any other person or entity for  correction of any violation of
any Environmental  Requirement or any investigations concerning any violation of
any Environmental Requirement.

                  "Environmental    Proceedings"    means   any    judicial   or
administrative  proceedings  arising  from or in any  way  associated  with  any
Environmental Requirement.

                  "Environmental  Releases"  means releases as defined in CERCLA
or under any applicable state or local environmental law or regulation.

                  "Environmental   Requirements"  means  any  legal  requirement
relating to health,  safety or the  environment  and applicable to the Borrower,
any  Subsidiary  or the  Properties,  including  but  not  limited  to any  such
requirement under CERCLA or similar state legislation and all federal, state and
local laws, ordinances, regulations, orders, writs, decrees and common law.

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974, as amended from time to time,  or any successor  law. Any reference to any
provision  of ERISA  shall  also be deemed to be a  reference  to any  successor
provision or provisions thereof.

                  "Euro-Dollar  Business Day" means any Domestic Business Day on
which  dealings  in Dollar  deposits  are  carried  out in the London  interbank
market.

                  "Euro-Dollar  Loan"  means a Loan  which  bears  or is to bear
interest at a rate based upon the London Interbank Offered Rate.

     "Euro-Dollar  Reserve  Percentage"  has the  meaning  set forth in  Section
2.05(a).

                  "Event of Default" has the meaning set forth in Section 6.01.


                                      - 5 -
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                  "Federal  Funds Rate"  means,  for any day, the rate per annum
(rounded  upward,  if necessary,  to the next higher 1/100th 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  Domestic
Business Day next  succeeding  such day,  provided that (i) if the day for which
such rate is to be determined is not a Domestic  Business Day, the Federal Funds
Rate for such day shall be such rate on such  transactions on the next preceding
Domestic  Business Day as so published on the next succeeding  Domestic Business
Day,  and (ii) if such rate is not so published  for any day, the Federal  Funds
Rate for such day shall be the average  rate  charged to Wachovia on such day on
such transactions as determined by the Agent.

                  "Fiscal Quarter" means any fiscal quarter of the Borrower.

                  "Fiscal Year" means any fiscal year of the Borrower.

                  "Funded  Debt"  means at any  date  the Debt of the  Borrower,
determined on an unconsolidated basis as of such date.

                  "GAAP" means generally accepted accounting  principles applied
on a basis  consistent with those which, in accordance with Section 1.02, are to
be used in making the calculations  for purposes of determining  compliance with
the terms of this Agreement.

                  "Guarantee" by any Person means any obligation,  contingent or
otherwise,  of such Person directly or indirectly guaranteeing any Debt or other
obligation  of any other  Person and,  without  limiting the  generality  of the
foregoing, any obligation,  direct or indirect, contingent or otherwise, of such
Person  (i) to  secure,  purchase  or pay (or  advance  or supply  funds for the
purchase or payment of) such Debt or other obligation (whether arising by virtue
of  partnership  arrangements,  by agreement to keep-well,  to purchase  assets,
goods,  securities or services,  to provide collateral security, to take-or-pay,
or to maintain financial statement conditions or otherwise) or (ii) entered into
for the  purpose of  assuring  in any other  manner the  obligee of such Debt or
other  obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part), provided that the term Guarantee shall
not include  endorsements  for  collection or deposit in the ordinary  course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

                  "Hazardous Materials" includes,  without limitation, (a) solid
or hazardous waste, as defined in the Resource  Conservation and Recovery Act of
1980, 42 U.S.C. ss.6901 et seq. and its implementing regulations and amendments,
or in any  applicable  state  or local  law or  regulation,  (b) any  "hazardous
substance",  "pollutant"  or  "contaminant",  as defined  in  CERCLA,  or in any
applicable  state  or  local  law or  regulation,  (c)  gasoline,  or any  other
petroleum  product or by-product,  including crude oil or any fraction  thereof,
(d) toxic substances, as defined in the Toxic Substances Control Act of 1976, or
in any  applicable  state  or  local  law or  regulation  and (e)  insecticides,
fungicides, or rodenticides,  as defined in the Federal Insecticide,  Fungicide,
and  Rodenticide  Act of  1975,  or in any  applicable  state  or  local  law or
regulation,  as each such Act, statute or regulation may be amended from time to
time.

                  "Interest  Expense"  for any period  means  interest,  whether
expensed or capitalized,  in respect of Debt of the Borrower  outstanding during
such period.


                                      - 6 -
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                  "Interest  Period" means: (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically  corresponding  day in the  first,  second,  third  or  sixth  month
thereafter,  as the Borrower may elect in the  applicable  Notice of  Borrowing;
provided that:

                  (a) any  Interest  Period  (subject to clause (c) below) which
         would  otherwise end on a day which is not a  Euro-Dollar  Business Day
         shall be  extended  to the next  succeeding  Euro-Dollar  Business  Day
         unless such  Euro-Dollar  Business Day falls in another calendar month,
         in which  case such  Interest  Period  shall end on the next  preceding
         Euro-Dollar Business Day;

                  (b) any Interest  Period which begins on the last  Euro-Dollar
         Business  Day of a  calendar  month (or on a day for which  there is no
         numerically  corresponding day in the appropriate  subsequent  calendar
         month) shall,  subject to clause (c) below, end on the last Euro-Dollar
         Business Day of the appropriate subsequent calendar month; and

                  (c) no  Interest  Period may be selected  which ends after the
         Termination Date.
(2) with respect to each Base Rate Borrowing,  the period commencing on the date
of such Borrowing and ending 30 days thereafter; provided that:

                  (a) any  Interest  Period  (subject to clause (b) below) which
         would otherwise end on a day which is not a Domestic Business Day shall
         be extended to the next succeeding Domestic Business Day; and

                  (b) no Interest Period may be  selected which  ends after  the
         Termination Date.

                  "Investment"  means any  investment in any Person,  whether by
means of purchase or  acquisition  of  obligations or securities of such Person,
capital contribution to such Person, loan or advance to such Person, making of a
time deposit with such Person, Guarantee or assumption of any obligation of such
Person or otherwise.

                  "Lending Office" means, as to each Bank, its office located at
its  address  set forth on the  signature  pages  hereof (or  identified  on the
signature  pages hereof as its Lending Office) or such other office as such Bank
may hereafter  designate as its Lending Office by notice to the Borrower and the
Agent.

                  "Lien" means, with respect to any asset, any mortgage, deed to
secure debt, deed of trust, lien, pledge,  charge,  security interest,  security
title, preferential arrangement which has the practical effect of constituting a
security  interest  or  encumbrance,  servitude  or  encumbrance  of any kind in
respect  of such  asset to secure or assure  payment  of a Debt or a  Guarantee,
whether by  consensual  agreement or by operation of statute or other law, or by
any agreement, contingent or otherwise, to provide any of the foregoing. For the
purposes of this  Agreement,  the Borrower or any Subsidiary  shall be deemed to
own  subject to a Lien any asset which it has  acquired or holds  subject to the
interest of a vendor or lessor under any  conditional  sale  agreement,  capital
lease or other title retention agreement relating to such asset.


                                      - 7 -
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                  "Loan"  means a Base  Rate  Loan  or a  Euro-Dollar  Loan  and
"Loans" means Base Rate Loans or  Euro-Dollar  Loans,  or any or all of them, as
the context shall require.

                  "Loan  Documents"  means this Agreement,  the Notes, any other
document  evidencing,  relating to or securing the Loans, and any other document
or instrument delivered from time to time in connection with this Agreement, the
Notes  or the  Loans,  as such  documents  and  instruments  may be  amended  or
supplemented from time to time.

                  "London Interbank  Offered Rate" has the meaning  set forth in
Section 2.05(c).

                  "Margin  Stock" means "margin  stock" as defined in Regulation
G, T, U or X of the Board of  Governors  of the Federal  Reserve  System,  as in
effect from time to time, together with all official rulings and interpretations
issued thereunder.

                  "Material  Adverse  Effect" means,  with respect to any event,
act,   condition  or  occurrence  of  whatever  nature  (including  any  adverse
determination in any litigation,  arbitration,  or governmental investigation or
proceeding),  whether singly or in  conjunction  with any other event or events,
act or acts, condition or conditions,  occurrence or occurrences, whether or not
related, a material adverse change in, or a material adverse effect upon, any of
(a) the financial condition,  operations,  business,  properties or prospects of
the Borrower and its Consolidated  Subsidiaries taken as a whole, (b) the rights
and remedies of the Agent or the Banks under the Loan Documents,  or the ability
of the Borrower to perform its obligations  under the Loan Documents to which it
is a party, as applicable,  or (c) the legality,  validity or  enforceability of
any Loan Document.

                  "Minority  Interests"  means equity  interests of the Borrower
and its Subsidiaries in the unremitted earnings of Persons not Subsidiaries.

                  "Multiemployer  Plan" shall have  the  meaning set  forth  in
Section 4001(a)(3) of ERISA.

                  "Net Income"  means,  as applied to any Person for any period,
the aggregate amount of net income of such Person, after taxes, for such period,
as determined in accordance with GAAP.

                  "Net  Proceeds of Capital  Stock" means any proceeds  (whether
cash or  non-cash)  received by the  Borrower or a  Consolidated  Subsidiary  in
respect of the  issuance of Capital  Stock  (including  without  limitation  the
conversion of Debt into Capital Stock), after deducting therefrom all reasonable
and customary costs and expenses  incurred by the Borrower or such  Consolidated
Subsidiary directly in connection with the issuance of such Capital Stock.

                  "Net  Worth  of  the  Borrower"  means  Stockholder's  Equity,
provided,  that  solely for the purpose of this  definition  of Net Worth of the
Borrower,  Stockholder's  Equity shall be determined  solely by reference to the
shareholders'  equity of the Borrower,  disregarding any shareholders' equity of
its Consolidated Subsidiaries.

                "Notes" has the meaning given thereto in Section 2.03(a) hereof.

                "Notice of Borrowing" has the meaning set forth in Section 2.02.

                                      - 8 -
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                  "Officer's Certificate" has the meaning  set  forth in Section
 3.01(f).

                  "Operating  Profits"  means,  as applied to any Person for any
period,  the operating  income of such Person for such period,  as determined in
accordance with GAAP.

                  "Participant" has the meaning set forth in Section 9.07(b).

                  "PBGC" means the Pension Benefit  Guaranty  Corporation or any
entity succeeding to any or all of its functions under ERISA.

                  "Person"  means an individual,  a  corporation,  a partnership
(including without limitation, a joint venture), an unincorporated  association,
a trust or any other entity or  organization,  including,  but not limited to, a
government or political subdivision or an agency or instrumentality thereof.

                  "Plan"  means at any time an  employee  pension  benefit  plan
which  is  covered  by  Title IV of ERISA  or  subject  to the  minimum  funding
standards under Section 412 of the Code and is either (i) maintained by a member
of the Controlled  Group for employees of any member of the Controlled  Group or
(ii)  maintained  pursuant to a  collective  bargaining  agreement  or any other
arrangement under which more than one employer makes  contributions and to which
a member of the  Controlled  Group is then making or accruing an  obligation  to
make contributions or has within the preceding 5 plan years made contributions.

                  "Prime Rate" refers to that interest rate so  denominated  and
set by Wachovia from time to time as an interest rate basis for borrowings.  The
Prime Rate is but one of several interest rate bases used by Wachovia.  Wachovia
lends at interest rates above and below the Prime Rate.

                  "Properties"   means  all  real  property  owned,   leased  or
otherwise used or occupied by the Borrower or any Subsidiary, wherever located.

                  "Rate Determination Date" has the meaning set forth in Section
2.05(a).

                  "Redeemable Preferred Stock" of any Person means any preferred
stock issued by such Person which is at any time prior to the  Termination  Date
either (i)  mandatorily  redeemable  (by  sinking  fund or similar  payments  or
otherwise) or (ii) redeemable at the option of the holder thereof.

                  "Reported Net Income" means, for any period, the Net Income of
the Borrower and its  Consolidated  Subsidiaries  determined  on a  consolidated
basis.

                  "Required  Banks"  means at any time Banks  having at least 66
2/3% of the aggregate  amount of the  Commitments  or, if the Commitments are no
longer in effect,  Banks holding at least 66 2/3% of the  aggregate  outstanding
principal amount of the Notes.

                  "Restricted   Payment"   means  (i)  any   dividend  or  other
distribution  on any shares of the  Borrower's  capital stock (except  dividends
payable solely in shares of its capital stock) or (ii) any payment on account of
the purchase, redemption, retirement or acquisition of (a) any shares of the

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Borrower's  capital stock (except shares  acquired upon the  conversion  thereof
into other  shares of its  capital  stock) or (b) any  option,  warrant or other
right to acquire shares of the Borrower's capital stock.

                  "Significant  Domestic Subsidiary" means any Subsidiary which:
(i) is  organized  under the laws of the United  States of America or any state,
territory or possession thereof or the District of Columbia; and (ii) either (x)
has assets which  constitute more than 10% of  Consolidated  Total Assets at the
end of the most  recent  Fiscal  Quarter,  or (y)  contributed  more than 10% of
Consolidated  Operating  Profits during the most recent Fiscal Quarter and the 3
Fiscal Quarters  immediately  preceding such Fiscal Quarter (or, with respect to
any  Subsidiary  which existed during the entire 4 Fiscal Quarter period but was
acquired by the Borrower during such period,  which would have  contributed more
than 10% of  Consolidated  Operating  Profits  during  such period had it been a
Subsidiary for the entire period).

                  "Stockholders'  Equity" means, at any time, the  shareholders'
equity  of the  Borrower  and its  Consolidated  Subsidiaries,  as set  forth or
reflected on the most recent consolidated  balance sheet of the Borrower and its
Consolidated  Subsidiaries  prepared in accordance  with GAAP, but excluding any
Redeemable   Preferred  Stock  of  the  Borrower  or  any  of  its  Consolidated
Subsidiaries.  Shareholders'  equity generally would include, but not be limited
to (i) the par or stated value of all  outstanding  Capital Stock,  (ii) capital
surplus,  (iii)  retained  earnings,  and (iv)  various  deductions  such as (A)
purchases of treasury stock, (B) valuation allowances,  (C) receivables due from
an employee  stock  ownership  plan,  (D)  employee  stock  ownership  plan debt
guarantees, and (E) translation adjustments for foreign currency transactions.

                  "Subsidiary"  means any  corporation  or other entity of which
securities or other ownership  interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at the time directly or indirectly owned by the Borrower.

                  "Termination Date" means October 25, 1998, unless such date is
otherwise  extended  by the Banks  pursuant  to  Section  2.08 in their sole and
absolute discretion.

                  "Third Parties" means all lessees,  sublessees,  licensees and
other users of the  Properties,  excluding  those users of the Properties in the
ordinary course of the Borrower's business and on a temporary basis.

                  "Total  Capitalization" means, at any time, the sum of (i) the
Net Worth of the Borrower, and (ii) Funded Debt.

                  "Transferee" has the meaning set forth in Section 9.07(d).

                  "Unused  Commitment"  means at any date,  with  respect to any
Bank, an amount equal to its Commitment less the aggregate outstanding principal
amount of its Loans.

                  "Wachovia"  means  Wachovia Bank of Georgia,  N.A., a national
banking association and its successors.


                                     - 10 -
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                  "Wholly  Owned  Subsidiary"  means any  Subsidiary  all of the
shares of capital stock or other ownership interests of which (except directors'
qualifying shares) are at the time directly or indirectly owned by the Borrower.

                  SECTION  1.02.  Accounting  Terms and  Determinations.  Unless
otherwise  specified  herein,  all terms of an accounting  character used herein
shall be interpreted, all accounting determinations hereunder shall be made, and
all financial statements required to be delivered hereunder shall be prepared in
accordance  with  GAAP,  applied  on a  basis  consistent  (except  for  changes
concurred  in by the  Borrower's  independent  public  accountants  or otherwise
required  by a  change  in  GAAP)  with the  most  recent  audited  consolidated
financial statements of the Borrower and its Consolidated Subsidiaries delivered
to the  Banks,  unless  with  respect  to any such  change  concurred  in by the
Borrower's  independent  public  accountants or required by GAAP, in determining
compliance with any of the provisions of this Agreement or any of the other Loan
Documents:  (i) the Borrower shall have objected to determining  such compliance
on such basis at the time of delivery of such financial statements,  or (ii) the
Required  Banks shall so object in writing  within 30 days after the delivery of
such financial statements,  in either of which events such calculations shall be
made on a basis  consistent  with  those used in the  preparation  of the latest
financial statements as to which such objection shall not have been made (which,
if  objection  is made in respect of the first  financial  statements  delivered
under Section 5.01, shall mean the financial  statements  referred to in Section
4.04).

                  SECTION 1.03. Use of Defined Terms.  All terms defined in this
Agreement  shall  have the same  meanings  when  used in any of the  other  Loan
Documents,  unless  otherwise  defined  therein  or  unless  the  context  shall
otherwise require.

                  SECTION 1.04. Terminology.  All personal pronouns used in this
Agreement,  whether  used in the  masculine,  feminine or neuter  gender,  shall
include all other genders;  the singular shall include the plural and the plural
shall  include the singular.  Titles of Articles and Sections in this  Agreement
are for  convenience  only, and neither limit nor amplify the provisions of this
Agreement.

     SECTION 1.05.  References.  Unless otherwise indicated,  references in this
Agreement to "Articles", "Exhibits",  "Schedules", and "Sections" are references
to articles, exhibits, schedules and sections hereof.

                                   ARTICLE II

                                   THE CREDITS

                  SECTION 2.01.  Commitments to Make Loans.  Each Bank severally
agrees,  on the terms and  conditions  set forth  herein,  to make  Loans to the
Borrower  from  time  to  time  before  the  Termination  Date;  provided  that,
immediately  after each such Loan is made, the aggregate  outstanding  principal
amount of Loans by such Bank  shall not  exceed  the  amount of its  Commitment,
provided  further that the  aggregate  principal  amount of all Loans at any one
time outstanding shall not exceed the aggregate amount of the Commitments of all
of the Banks at such time. Each  Euro-Dollar  Borrowing under this Section shall
be in an aggregate  principal  amount of  $1,000,000  or any larger  multiple of
$500,000  and  each  Base  Rate  Borrowing  under  this  Section  shall be in an
aggregate  principal  amount of  $500,000  or any larger  multiple  of  $100,000
(except that any such Borrowing may be in the aggregate

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<PAGE>



amount of the  Unused  Commitments)  and shall be made  from the  several  Banks
ratably in  proportion  to their  respective  Commitments.  Within the foregoing
limits,  the  Borrower may borrow  under this  Section,  repay or, to the extent
permitted by Section 2.09,  prepay Loans and reborrow  under this Section at any
time before the Termination Date.

                  SECTION  2.02.  Method of  Borrowing  Loans.  (a) The Borrower
shall give the Agent notice in the form attached  hereto as Exhibit H (a "Notice
of  Borrowing")  prior to 11:00 A.M.  (Atlanta,  Georgia  time) on the  Domestic
Business Day of each Base Rate  Borrowing  and at least 2  Euro-Dollar  Business
Days before each Euro-Dollar Borrowing, specifying:

                  (i) the date of such  Borrowing,  which  shall  be a  Domestic
         Business  Day in the case of a Base  Rate  Borrowing  or a  Euro-Dollar
         Business Day in the case of a Euro-Dollar Borrowing,

                  (ii)  the aggregate amount of such Borrowing,

     (iii) whether the Loans comprising such Borrowing are to be Base Rate Loans
or Euro- Dollar Loans, and

                  (iv) in the case of a Euro-Dollar  Borrowing,  the duration of
         the Interest Period  applicable  thereto,  subject to the provisions of
         the definition of Interest Period.

                  (b) Upon  receipt of a Notice of  Borrowing,  the Agent  shall
promptly  notify each Bank of the  contents  thereof and of such Bank's  ratable
share of such  Borrowing  and such Notice of Borrowing  shall not  thereafter be
revocable by the Borrower.

                  (c) Not later than 2:00 P.M.  (Atlanta,  Georgia  time) on the
date of each Borrowing, each Bank shall (except as provided in subsection (d) of
this Section) make available its ratable share of such Borrowing,  in Federal or
other  funds  immediately  available  in Atlanta,  Georgia,  to the Agent at its
address referred to in or specified  pursuant to Section 9.01.  Unless the Agent
determines that any applicable  condition  specified in Article III has not been
satisfied, the Agent will make the funds so received from the Banks available to
the Borrower at the Agent's aforesaid address.  Unless the Agent receives notice
from a Bank, at the Agent's  address  referred to in Section 9.01, no later than
(i) 4:00 P.M.  (local time at such address) on the Domestic  Business Day before
the date of a  Euro-Dollar  Borrowing,  or (ii) 11:30 A.M.  (local  time at such
address) on the  Domestic  Business Day of a Base Rate  Borrowing,  stating that
such Bank will not make a Loan in  connection  with  such  Borrowing,  the Agent
shall be entitled to assume that such Bank will make a Loan in  connection  with
such Borrowing and, in reliance on such assumption, the Agent may (but shall not
be obligated to) make  available  such Bank's ratable share of such Borrowing to
the  Borrower  for the  account of such  Bank.  If the Agent  makes such  Bank's
ratable share  available to the Borrower and such Bank does not in fact make its
ratable  share of such  Borrowing  available  on such date,  the Agent  shall be
entitled to recover  such Bank's  ratable  share from such Bank or the  Borrower
(and for such purpose  shall be entitled to charge such amount to any account of
the Borrower maintained with the Agent), together with interest thereon for each
day during the period  from the date of such  Borrowing  until such sum shall be
paid in full at a rate per annum equal to the rate at which the Agent determines
that it obtained (or could have obtained)  overnight Federal funds to cover such
amount for each such day during such period,  provided  that any such payment by
the Borrower of such Bank's ratable share and interest  thereon shall be without
prejudice to any rights that the Borrower

                                     - 12 -
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<PAGE>



may  have  against  such  Bank.  If such  Bank  shall  repay to the  Agent  such
corresponding  amount,  such amount so repaid shall  constitute such Bank's Loan
included in such Borrowing for purposes of this Agreement.

                  (d) If any Bank makes a new Loan  hereunder  on a day on which
the Borrower is to repay all or any part of an outstanding  Loan from such Bank,
such Bank shall apply the  proceeds of its new Loan to make such  repayment  and
only an  amount  equal to the  difference  (if any)  between  the  amount  being
borrowed and the amount being repaid shall be made available by such Bank to the
Agent as provided in subsection (c) of this Section, or remitted by the Borrower
to the Agent as provided in Section 2.11, as the case may be.

                  (e) Notwithstanding anything to the contrary contained in this
Agreement,  no Euro-Dollar  Borrowing may be made if there shall have occurred a
Default or an Event of Default, which Default or Event of Default shall not have
been cured or waived in writing.

                  (f) In the event that a Notice of  Borrowing  fails to specify
whether  the  Loans  comprising  such  Borrowing  are to be Base  Rate  Loans or
Euro-Dollar  Loans, such Loans shall be made as Base Rate Loans. If the Borrower
is otherwise  entitled  under this  Agreement to repay any Loans maturing at the
end  of an  Interest  Period  applicable  thereto  with  the  proceeds  of a new
Borrowing,  and the Borrower  fails to repay such Loans using its own moneys and
fails to give a Notice of Borrowing in connection with such new Borrowing, a new
Borrowing  shall be deemed to be made on the date such Loans mature in an amount
equal to the principal amount of the Loans so maturing, and the Loans comprising
such new Borrowing shall be Base Rate Loans.

                  (g) Notwithstanding anything to the contrary contained herein,
(i) there shall not be more than 10 different  Interest  Periods  outstanding at
the same time with  respect to  Euro-Dollar  Loans and (ii) the  proceeds of any
Base Rate Borrowing shall be applied first to repay the unpaid  principal amount
of all Base Rate Loans (if any)  outstanding  immediately  before such Base Rate
Borrowing.

                  SECTION  2.03.  Notes.  (a) The  Loans of each  Bank  shall be
evidenced  by  a  single  Note  in  the  form  of  Exhibit  A  attached   hereto
(individually, the "Note" and collectively, the "Notes") payable to the order of
such Bank for the  account  of its  Lending  Office  in an  amount  equal to the
original principal amount of such Bank's Commitment.

                  (b) Upon receipt of each Bank's Note pursuant to Section 3.01,
the Agent shall  deliver  such Note to such Bank.  Each Bank shall record in its
business  records  or on the  schedule  attached  to its Note,  and prior to any
transfer  of its Note  shall  endorse  on the  schedule  forming a part  thereof
appropriate  notations  to  evidence,  the date,  amount  and  maturity  of, and
effective  interest  rate for, each Loan made by it, the date and amount of each
payment of principal made by the Borrower with respect  thereto and whether such
Loan is a Base Rate Loan or  Euro-Dollar  Loan,  and such  schedule  or business
records shall constitute rebuttable presumptive evidence of the principal amount
owing and unpaid on such Bank's Note;  provided  that the failure of any Bank to
make, or any error in making,  any such  recordation  or  endorsement  shall not
affect the obligation of the Borrower hereunder or under the Note or the ability
of any Bank to assign its Note.  Each Bank is hereby  irrevocably  authorized by
the Borrower so to endorse its Note and to attach to and make a part of its Note
a continuation of any such schedule as and when required.

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                  SECTION  2.04.  Maturity of Loans.  Each Loan  included in any
Borrowing  shall  mature,  and the  principal  amount  thereof  shall be due and
payable, on the last day of the Interest Period applicable to such Borrowing.

     SECTION 2.05.  Interest Rates. (a) "Applicable  Margin" shall be determined
quarterly  based  upon  the  ratio  of  Funded  Debt  to  Total   Capitalization
(calculated as of the last day of each Fiscal Quarter), as follows:

         Ratio of Funded Debt to
         Total Capitalization        Base Rate Loans          Euro-Dollar Loans

         Greater than or equal
         to .35                               0%                       0.85%
         Greater than or equal to
         .20 but less than .35                0%                       0.75%

         Less than .20                        0%                       0.65%

The Applicable Margin shall be determined  effective as of the date (herein, the
"Rate  Determination  Date")  which is 60 days  after the last day of the Fiscal
Quarter as of the end of which the foregoing ratio is being determined, based on
the quarterly financial  statements for such Fiscal Quarter,  and the Applicable
Margin so determined  shall remain effective from such Rate  Determination  Date
until the date  which is 60 days  after the last day of the  Fiscal  Quarter  in
which such Rate  Determination Date falls (which latter date shall be a new Rate
Determination  Date);  provided  that (i) for the period from and  including the
Closing Date to but excluding  the Rate  Determination  Date next  following the
Closing Date, the Applicable  Margin shall be (A) 0% for Base Rate Loans and (B)
 .75% for Euro-Dollar Loans, (ii) in the case of any Applicable Margin determined
with respect to the ratio of Funded Debt to Total  Capitalization as of the last
day  of the  fourth  and  final  Fiscal  Quarter  of a  Fiscal  Year,  the  Rate
Determination  Date  shall be the date  which is 105 days  after the last day of
such final Fiscal Quarter and such Applicable  Margin shall be determined  based
upon the annual  audited  financial  statements for the Fiscal Year ended on the
last day of such final Fiscal  Quarter,  and (iii) if on any Rate  Determination
Date the  Borrower  shall  have  failed to  deliver  to the Banks the  financial
statements  required to be delivered pursuant to Section 5.01(b) with respect to
the Fiscal  Quarter most recently ended prior to such Rate  Determination  Date,
then for the period beginning on such Rate  Determination Date and ending on the
earlier  of (A) the date on which the  Borrower  shall  deliver to the Banks the
financial statements to be delivered pursuant to Section 5.01(b) with respect to
such Fiscal Quarter or any subsequent  Fiscal Quarter,  or (B) the date on which
the Borrower shall deliver to the Banks annual financial  statements required to
be delivered  pursuant to Section  5.01(a) with respect to the Fiscal Year which
includes  such Fiscal  Quarter or any  subsequent  Fiscal Year,  the  Applicable
Margin  shall  be   determined   as  if  the  ratio  of  Funded  Debt  to  Total
Capitalization  was more than .35 at all times during such period. Any change in
the  Applicable  Margin  on  any  Rate  Determination  Date  shall  result  in a
corresponding  change,  effective on and as of such Rate Determination  Date, in
the interest rate applicable to each Loan outstanding on such Rate Determination
Date.

                  (b) Each Base Rate Loan shall bear interest on the outstanding
principal amount thereof,  for each day from the date such Loan is made until it
becomes  due,  at a rate per annum  equal to the Base Rate for such day plus the
Applicable  Margin.  Such interest shall be payable for each Interest  Period on
the last day thereof.  Any overdue  principal of and, to the extent permitted by
applicable law, overdue

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interest on any Base Rate Loan shall bear interest,  payable on demand, for each
day until paid at a rate per annum equal to the Default Rate.

                  (c)  Each   Euro-Dollar   Loan  shall  bear  interest  on  the
outstanding  principal  amount  thereof,  for  the  Interest  Period  applicable
thereto,  at a rate per annum equal to the sum of the Applicable Margin plus the
applicable  Adjusted  London  Interbank  Offered Rate for such Interest  Period;
provided that if any Euro-Dollar Loan shall, as a result of clause (1)(c) of the
definition of Interest  Period,  have an Interest Period of less than one month,
such  Euro-Dollar  Loan shall bear interest  during such Interest  Period at the
rate  applicable to Base Rate Loans during such period.  Such interest  shall be
payable for each  Interest  Period on the last day thereof and, if such Interest
Period is longer than 3 months,  at  intervals  of 3 months  after the first day
thereof.  Any overdue  principal of and, to the extent  permitted by  applicable
law, overdue  interest on any Euro-Dollar  Loan shall bear interest,  payable on
demand, for each day until paid at a rate per annum equal to the Default Rate.

                  The "Adjusted London Interbank Offered Rate" applicable to any
Interest Period means a rate per annum equal to the quotient  obtained  (rounded
upward,  if  necessary,  to the next higher  1/100th of 1%) by dividing  (i) the
applicable  London Interbank  Offered Rate for such Interest Period by (ii) 1.00
minus the Euro-Dollar Reserve Percentage.

                  The  "London   Interbank   Offered  Rate"  applicable  to  any
Euro-Dollar Loan means for the Interest Period of such Euro-Dollar Loan the rate
per annum determined on the basis of the offered rate for deposits in Dollars of
amounts equal or comparable to the  principal  amount of such  Euro-Dollar  Loan
offered for a term comparable to such Interest Period, which rates appear on the
Telerate Screen Page 3750 as of 11:00 a.m., London time, 2 Euro-Dollar  Business
Days prior to the first day of such Interest  Period,  provided that (i) if more
than one such offered rate appears on the Telerate Screen Page 3750, the "London
Interbank  Offered Rate" will be the  arithmetic  average  (rounded  upward,  if
necessary,  to the next higher 1/100th of 1%) of such offered rates; and (ii) if
no such offered rates appear on such page, the "London  Interbank  Offered Rate"
for such Interest Period will be the arithmetic average (rounded,  if necessary,
to the next higher 1/100th of 1%) of rates quoted by not less than 2 major banks
in New York City,  selected by the Agent, at approximately  10:00 a.m., New York
City time, 2  Euro-Dollar  Business Days prior to the first day of such Interest
Period,  for deposits in Dollars offered by leading  European banks for a period
comparable  to such  Interest  Period in an amount  comparable  to the principal
amount of such Euro-Dollar Loan.

                  "Euro-Dollar  Reserve  Percentage"  means  for  any  day  that
percentage  (expressed  as a  decimal)  which  is in  effect  on  such  day,  as
prescribed  by the Board of  Governors  of the  Federal  Reserve  System (or any
successor) for determining the maximum reserve  requirement for a member bank of
the  Federal  Reserve  System in respect of  "Eurocurrency  liabilities"  (or in
respect  of any  other  category  of  liabilities  which  includes  deposits  by
reference to which the interest rate on  Euro-Dollar  Loans is determined or any
category of  extensions  of credit or other  assets  which  includes  loans by a
non-United States office of any Bank to United States  residents).  The Adjusted
London Interbank  Offered Rate shall be adjusted  automatically on and as of the
effective date of any change in the  Euro-Dollar  Reserve  Percentage,  provided
that with regard to any Euro-Dollar  Loan outstanding on the effective date of a
change in the Euro-Dollar  Reserve  Percentage,  the Adjusted  London  Interbank
Offered  Rate  shall not be  adjusted  until  the  first day of the  immediately
succeeding Interest Period.


                                     - 15 -
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                  (d) Any overdue  principal of and, to the extent  permitted by
law, overdue  interest on any Euro-Dollar  Loan shall bear interest,  payable on
demand, for each day until paid at a rate per annum equal to the Default Rate.

                  (e) The Agent shall determine each interest rate applicable to
the Loans hereunder.  The Agent shall give prompt notice to the Borrower and the
Banks by telecopy of each rate of interest so determined,  and its determination
thereof shall be conclusive in the absence of manifest error.

                  (f) After the  occurrence  and  during  the  continuance  of a
Default,  the  principal  amount of the Loans (and,  to the extent  permitted by
applicable  law,  all accrued  interest  thereon)  may,  at the  election of the
Required Banks, bear interest at the Default Rate.

                  SECTION 2.06.  Fees.  (a) The Borrower  shall pay to the Agent
for the ratable  account of each Bank a commitment  fee equal to the product of:
(i) the aggregate of the daily average amounts of such Bank's Unused Commitment,
times (ii) a per annum percentage  equal to the Applicable  Commitment Fee Rate.
Such  commitment  fee shall  accrue from and  including  the Closing Date to and
including the Termination  Date.  Commitment fees shall be payable  quarterly in
arrears on the first  Commitment Fee Payment Date following each  Commitment Fee
Determination  Date  and on the  Termination  Date;  provided  that  should  the
Commitments  be  terminated  at any time prior to the  Termination  Date for any
reason,  the entire accrued and unpaid  commitment fee shall be paid on the date
of such  termination.  The "Applicable  Commitment Fee Rate" shall be determined
quarterly  based  upon  the  ratio  of  Funded  Debt  to  Total   Capitalization
(calculated as of the last day of each Fiscal Quarter) as follows:

                  Ratio of Funded Debt to   Applicable
                  Total Capitalization               Commitment Fee Rate

                  Greater than or equal
                  to .35                                      0.300%

                  Greater than or equal to
                  .20 but less than .35                       0.225%

                  Less than .20                               0.175%

The Applicable  Commitment Fee Rate shall be determined effective as of the date
(herein,  the  "Commitment Fee  Determination  Date") which is 60 days after the
last day of the  Fiscal  Quarter as of the end of which the  foregoing  ratio is
being determined,  based on the quarterly  financial  statements for such Fiscal
Quarter,  and the  Applicable  Commitment  Fee Rate so  determined  shall remain
effective from such Commitment Fee Determination Date until the date which is 60
days after the last day of the  Fiscal  Quarter  in which  such  Commitment  Fee
Determination  Date  falls  (which  latter  date shall be a new  Commitment  Fee
Determination  Date);  provided  that (i) for the period from and  including the
Closing  Date to but  excluding  the  Commitment  Fee  Determination  Date  next
following the Closing Date, the  Applicable  Commitment Fee Rate shall be .225%;
(ii) in the case of any Applicable  Commitment Fee Rate  determined with respect
to the ratio of Funded  Debt to Total  Capitalization  as of the last day of the
fourth  and  final  Fiscal   Quarter  of  a  Fiscal  Year,  the  Commitment  Fee
Determination  Date  shall be the date  which is 105 days  after the last day of
such final  Fiscal  Quarter  and such  Applicable  Commitment  Fee Rate shall be
determined  based upon the annual  audited  financial  statements for the Fiscal
Year

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ended  on the  last  day of such  final  Fiscal  Quarter,  and  (iii)  if on any
Commitment Fee  Determination  Date the Borrower shall have failed to deliver to
the Banks the financial  statements required to be delivered pursuant to Section
5.01(b) with respect to the Fiscal  Quarter  most  recently  ended prior to such
Commitment  Fee  Determination  Date,  then  for the  period  beginning  on such
Commitment Fee  Determination  Date and ending on the earlier of (A) the date on
which the Borrower  shall  deliver to the Banks the  financial  statements to be
delivered pursuant to Section 5.01(b) with respect to such Fiscal Quarter or any
subsequent Fiscal Quarter,  and (B) the date on which the Borrower shall deliver
to the Banks annual financial  statements  required to be delivered  pursuant to
Section  5.01(a)  with  respect to the Fiscal  Year which  includes  such Fiscal
Quarter or any subsequent Fiscal Year, the Applicable  Commitment Fee Rate shall
be  determined as if the ratio of Total  Capitalization  to Funded Debt was more
than .35 at all times during such period.

                  (b) The Borrower  shall pay to the Agent,  for the account and
sole  benefit  of the  Agent,  such fees and other  amounts at such times as set
forth in the Agent's Letter Agreement.

                  SECTION   2.07.   Optional   Termination   or   Reduction   of
Commitments. The Borrower may, upon at least 3 Domestic Business Days' notice to
the Agent, terminate at any time, or proportionately reduce from time to time by
an aggregate  amount of at least  $2,500,000 or any larger multiple of $500,000,
the  Commitments.  If the  Commitments  are  terminated in their  entirety,  all
accrued fees (as provided  under Section 2.06) shall be payable on the effective
date of such termination.

     SECTION 2.08.  Mandatory Reduction and Termination of Commitments.  (a) The
Commitments  shall  terminate  on  the  Termination  Date  and  any  Loans  then
outstanding (together with accrued interest thereon) shall be due and payable on
such date.

                  (b) Upon the written  request of the  Borrower,  which request
shall be  delivered  to the Agent at least 60 days prior to the  first,  second,
third or fourth  anniversary dates of the Closing Date, the Banks shall have the
option (without any obligation whatsoever to do so) of extending the Termination
Date for an  additional  12-month  period;  provided  that in no event shall the
Termination  Date be extended  past October 25,  2002.  In the event that a Bank
chooses to extend the  Termination  Date,  notice shall be given by such Bank to
the Borrower and the Agent at least 15 days prior to the relevant anniversary of
the Closing Date. The Termination Date shall not be extended with respect to any
of the Banks  (regardless of whether any relevant Bank has delivered a favorable
extension  notice)  unless the  Required  Banks shall have  delivered  favorable
extension notices and are willing to extend the Termination Date and either: (x)
the  remaining  Banks  shall on the  Termination  Date  (prior to its  extension
hereunder) purchase ratable  assignments  (without any obligation to do so) from
each Bank (a "Terminating  Bank") that has not elected to extend the Termination
Date, in accordance with their respective  percentage of the remaining aggregate
Commitments;  provided  that,  such  remaining  Banks  shall  be  provided  such
opportunity  which  opportunity  shall  allow such Bank at least  five  Domestic
Business Days in which to make a decision prior to the Borrower  finding another
bank pursuant to the  immediately  succeeding  clause (y) and provided  further,
that,  should  any  of  the  remaining  Banks  elect  not to  purchase  such  an
assignment,  then,  such other  remaining Banks shall be entitled to purchase an
assignment on the Termination  Date (prior to its extension  hereunder) from any
Terminating  Bank of which  includes  the ratable  interest  that was  otherwise
available to such  non-purchasing  remaining  Banks, (y) the Borrower shall find
another bank or banks, as the case may be, acceptable to the Agents,  willing to
accept an

                                     - 17 -
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<PAGE>



assignment from any Terminating Bank effective on the Termination Date (prior to
its extension hereunder) in an amount equal to the sum of the Commitments of all
such  Terminating  Banks;  or (z) the aggregate  Commitments  are reduced by the
aggregate  amount of the  Commitments  of the  Terminating  Banks  which are not
assigned pursuant to clause (x) or (y) above.

                  SECTION 2.09. Optional Prepayments. (a) The Borrower may, upon
at least 1 Domestic  Business  Day's  notice to the Agent,  prepay any Base Rate
Borrowing  in  whole  at any  time,  or from  time  to  time in part in  amounts
aggregating at least $500,000 or any larger multiple of $100,000,  by paying the
principal  amount to be prepaid  together with accrued  interest  thereon to the
date of  prepayment.  Each such optional  prepayment  shall be applied to prepay
ratably  the Base Rate Loans of the  several  Banks  included  in such Base Rate
Borrowing.

                  (b) The Borrower  may,  upon at least 2  Euro-Dollar  Business
Days'  notice to the Agent,  prepay any  Euro-Dollar  Borrowing  in whole at any
time, or from time to time in part in amounts  aggregating  at least $500,000 or
any larger multiple of $100,000,  by paying the principal  amount to be prepaid,
together with accrued  interest thereon to the date of prepayment and any amount
due pursuant to Section 8.05. Each such optional  prepayment shall be applied to
prepay  ratably  the  Euro-Dollar  Loans of the several  Banks  included in such
Euro-Dollar Borrowing.

                  (c) Upon  receipt of a notice of  prepayment  pursuant to this
Section,  the Agent shall promptly notify each Bank of the contents  thereof and
of such  Bank's  ratable  share of such  prepayment  and such  notice  shall not
thereafter be revocable by the Borrower.

                  SECTION 2.10. Mandatory Prepayments. On each date on which the
Commitments  are reduced  pursuant to Section 2.07 or Section 2.08, the Borrower
shall repay or prepay such principal  amount of the  outstanding  Loans,  if any
(together  with  interest  accrued  thereon and any  amounts  due under  Section
8.05(a)),  as may be necessary so that after such payment the  aggregate  unpaid
principal  amount of the  Loans  does not  exceed  the  aggregate  amount of the
Commitments as then reduced. Each such payment or prepayment shall be applied to
repay or prepay ratably the Loans of the several Banks.

                  SECTION  2.11.  General  Provisions  as to  Payments.  (a) The
Borrower shall make each payment of principal of, and interest on, the Loans and
of commitment fees hereunder, not later than 11:00 A.M. (Atlanta,  Georgia time)
on the date when  due,  in  Federal  or other  funds  immediately  available  in
Atlanta,  Georgia,  to the Agent at its address referred to in Section 9.01. The
Agent  will  promptly  distribute  to each Bank its  ratable  share of each such
payment received by the Agent for the account of the Banks.

                  (b) Whenever any payment of principal  of, or interest on, the
Base  Rate  Loans  or of fees  shall  be due on a day  which  is not a  Domestic
Business  Day,  the date for  payment  thereof  shall  be  extended  to the next
succeeding  Domestic  Business  Day.  Whenever any payment of  principal  of, or
interest  on,  the  Euro-Dollar  Loans  shall  be  due on a day  which  is not a
Euro-Dollar  Business Day, the date for payment thereof shall be extended to the
next succeeding  Euro-Dollar  Business Day unless such Euro-Dollar  Business Day
falls in another  calendar  month,  in which case the date for  payment  thereof
shall  be the  next  preceding  Euro-Dollar  Business  Day.  If the date for any
payment of  principal is extended by  operation  of law or  otherwise,  interest
thereon shall be payable for such extended time.

                                     - 18 -
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                  SECTION 2.12.  Computation  of Interest and Fees.  Interest on
the Loans and  commitment  fees shall be  computed on the basis of a year of 360
days and paid for the actual number of days elapsed (including the first day but
excluding the last day).

                                   ARTICLE III

                      CONDITIONS TO CLOSING AND BORROWINGS

     SECTION 3.01.  Conditions to Closing.  The  following  conditions  shall be
satisfied on or before the Closing Date:

                  (a)  receipt by the Agent from each of the  parties  hereto of
         either (i) a duly executed counterpart of this Agreement signed by such
         party or (ii) a facsimile transmission stating that such party has duly
         executed a counterpart of this  Agreement and sent such  counterpart to
         the Agent;

                  (b)  receipt  by  the  Agent of a  duly executed Note  for the
         account of each Bank complying with the provisions of Section 2.03;

                  (c)  receipt  by the Agent of an  opinion  (together  with any
         opinions  of local  counsel  relied on  therein)  of  Patten,  Wornom &
         Watkins, L.C., counsel for the Borrower,  dated as of the Closing Date,
         substantially  in the  form of  Exhibit  B  hereto  and  covering  such
         additional matters relating to the transactions  contemplated hereby as
         the Agent or any Bank may reasonably request;

                  (d)  receipt  by the Agent of an  opinion  of  Womble  Carlyle
         Sandridge & Rice, PLLC,  special counsel for the Agent, dated as of the
         Closing  Date,  substantially  in the  form of  Exhibit  C  hereto  and
         covering  such  additional   matters   relating  to  the   transactions
         contemplated hereby as the Agent may reasonably request;

                  (e)  receipt  by the  Agent  of a  certificate  (the  "Closing
         Certificate"),  dated as of the Closing Date, substantially in the form
         of Exhibit D hereto,  signed by a  principal  financial  officer of the
         Borrower,  to the  effect  that  (i) no  Default  has  occurred  and is
         continuing  on the  Closing  Date  and  (ii)  the  representations  and
         warranties  of the Borrower  contained in Article IV are true on and as
         of the Closing Date;

                  (f) receipt by the Agent of all  documents  which the Agent or
         any  Bank may  reasonably  request  relating  to the  existence  of the
         Borrower,  the  corporate  authority  for  and  the  validity  of  this
         Agreement and the Notes, and any other matters relevant hereto,  all in
         form  and  substance  satisfactory  to  the  Agent,  including  without
         limitation, a certificate of incumbency of the Borrower (the "Officer's
         Certificate"), signed by the Secretary or an Assistant Secretary of the
         Borrower,  substantially in the form of Exhibit E hereto, certifying as
         to the names, true signatures and incumbency of the officer or officers
         of the Borrower  authorized to execute and deliver the Loan  Documents,
         and certified copies of the following items: (i) the Borrower's

                                     - 19 -
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         Certificate  of  Incorporation,  (ii) the  Borrower's  Bylaws,  (iii) a
         certificate  of the  Secretary  of State of the State of Delaware as to
         the good  standing of the  Borrower,  and (iv) the action  taken by the
         Board  of  Directors  of  the  Borrower   authorizing   the  Borrower's
         execution, delivery and performance of the Loan Documents; and

                  (g)  receipt by the  Agent,  for the  ratable  account of each
         Bank, of an upfront fee equal to .10% of the Commitment of such Bank.

     SECTION 3.02. Conditions to All Borrowings.  The obligation of each Bank to
make a Loan on the occasion of each Borrowing is subject to the  satisfaction of
the following conditions:

     (a)  receipt by the Agent of Notice of  Borrowing  as  required  by Section
2.02;
     (b) the fact that, immediately before and after such Borrowing,  no Default
shall have occurred and be continuing;

                  (c) the fact that the  representations  and  warranties of the
         Borrower contained in Article IV of this Agreement shall be true on and
         as of the date of such Borrowing; and

                  (d) the fact that,  immediately  after such  Borrowing (i) the
         aggregate  outstanding  principal amount of the Loans of each Bank will
         not  exceed  the  amount  of its  Commitment,  and (ii)  the  aggregate
         outstanding principal amount of the Loans will not exceed the aggregate
         amount of the Commitments of all of the Banks as of such date.

Each Borrowing  hereunder shall be deemed to be a representation and warranty by
the  Borrower on the date of such  Borrowing as to the truth and accuracy of the
facts specified in clauses (b), (c) and (d) of this Section;  provided that such
Borrowing  shall not be deemed to be such a  representation  and warranty to the
effect set forth in Section 4.04(b) as to any event,  act or condition  having a
Material  Adverse Effect which has theretofore  been disclosed in writing by the
Borrower to the Banks if the aggregate outstanding principal amount of the Loans
immediately  after such  Borrowing  will not exceed  the  aggregate  outstanding
principal amount thereof immediately before such Borrowing.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  The Borrower represents and warrants that:

                  SECTION 4.01. Corporate Existence and Power. The Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation, is duly qualified to transact business
in every jurisdiction  where, by the nature of its business,  such qualification
is  necessary,  and has all  corporate  powers  and all  governmental  licenses,
authorizations,  consents and approvals required to carry on its business as now
conducted.


                                     - 20 -
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                  SECTION 4.02.  Corporate and  Governmental  Authorization;  No
Contravention.  The execution,  delivery and performance by the Borrower of this
Agreement,  the Notes and the other Loan Documents (i) are within the Borrower's
corporate  powers,  (ii) have been duly  authorized by all  necessary  corporate
action,  (iii)  require  no action by or in  respect  of,  or filing  with,  any
governmental body, agency or official,  (iv) do not contravene,  or constitute a
default  under,  any  provision  of  applicable  law  or  regulation  or of  the
certificate  of  incorporation  or by-laws of the Borrower or of any  agreement,
judgment,  injunction,  order,  decree  or  other  instrument  binding  upon the
Borrower or any of its  Subsidiaries,  and (v) do not result in the  creation or
imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

                  SECTION 4.03.  Binding  Effect.  This Agreement  constitutes a
valid and binding  agreement of the Borrower  enforceable in accordance with its
terms,  and the Notes and the other Loan Documents,  when executed and delivered
in accordance with this Agreement, will constitute valid and binding obligations
of the Borrower enforceable in accordance with their respective terms,  provided
that the  enforceability  hereof and  thereof is subject in each case to general
principles of equity and to  bankruptcy,  insolvency  and similar laws affecting
the enforcement of creditors' rights generally.

                  SECTION  4.04.  Financial  Information.  (a) The  consolidated
balance sheet of the Borrower and its  Consolidated  Subsidiaries as of December
31,  1994,  and the related  consolidated  statements  of income,  shareholders'
equity and cash flows for the Fiscal Year then ended,  reported on by Deloitte &
Touche LLP,  copies of which have been  delivered to each of the Banks,  and the
unaudited  consolidated  financial  statements  of the  Borrower for the interim
period ended July 15, 1995,  copies of which have been  delivered to each of the
Banks,  fairly  present,  in conformity  with GAAP, the  consolidated  financial
position of the Borrower and its Consolidated  Subsidiaries as of such dates and
their consolidated results of operations and cash flows for such periods stated.

                  (b) Since  December  31, 1994,  there has been no event,  act,
condition or occurrence having a Material Adverse Effect.

                  SECTION  4.05.  Litigation.   There  is  no  action,  suit  or
proceeding pending, or to the knowledge of the Borrower  threatened,  against or
affecting the Borrower or any of its Subsidiaries before any court or arbitrator
or any governmental  body, agency or official which could reasonably be expected
to have a Material Adverse Effect.

                  SECTION 4.06. Compliance with ERISA. (a) The Borrower and each
member of the  Controlled  Group  have  fulfilled  their  obligations  under the
minimum  funding  standards  of ERISA and the Code with respect to each Plan and
are in  compliance  in all  material  respects  with  the  presently  applicable
provisions  of ERISA and the Code,  and have not incurred  any  liability to the
PBGC or a Plan under Title IV of ERISA.

                  (b)  Neither  the  Borrower  nor any member of the  Controlled
Group is or in the 5 years  preceding  the Closing  Date has been  obligated  to
contribute to any Multiemployer Plan.

     SECTION  4.07.  Taxes.  There have been filed on behalf of the Borrower and
its Subsidiaries all Federal, state and local income, excise, property and other
tax returns which are required

                                     - 21 -
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<PAGE>



to be filed by them and all taxes due  pursuant  to such  returns or pursuant to
any assessment  received by or on behalf of the Borrower or any Subsidiary  have
been paid.  The charges,  accruals and reserves on the books of the Borrower and
its Subsidiaries in respect of taxes or other  governmental  charges are, in the
opinion of the  Borrower,  adequate.  United  States  income tax  returns of the
Borrower and its  Subsidiaries  have been examined and closed through the Fiscal
Year ended December 28, 1991.

                  SECTION   4.08.   Subsidiaries.   Each   of   the   Borrower's
Subsidiaries  is a  corporation  duly  organized,  validly  existing and in good
standing under the laws of its jurisdiction of incorporation,  is duly qualified
to transact business in every jurisdiction where, by the nature of its business,
such  qualification  is  necessary,   and  has  all  corporate  powers  and  all
governmental licenses, authorizations,  consents and approvals required to carry
on its business as now conducted.  The Borrower has no Subsidiaries except those
Subsidiaries  listed on Schedule  4.08,  which  accurately  sets forth each such
Subsidiary's complete name and jurisdiction of incorporation.

     SECTION 4.09.  Not an Investment  Company.  Neither the Borrower nor any of
its Subsidiaries is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

                  SECTION 4.10 Public Utility Holding  Company Act.  Neither the
Borrower nor any of its  Subsidiaries is a "holding  company",  or a "subsidiary
company" of a "holding company",  or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company",  as such terms are defined in the
Public Utility Holding Company Act of 1935, as amended.

                  SECTION  4.11.  Ownership  of  Property;  Liens.  Each  of the
Borrower  and  its  Consolidated   Subsidiaries  has  title  to  its  properties
sufficient for the conduct of its business, and none of such property is subject
to any Lien except as permitted in Section 5.08.

                  SECTION 4.12. No Default.  Neither the Borrower nor any of its
Consolidated  Subsidiaries is in default under or with respect to any agreement,
instrument  or  undertaking  to which it is a party or by which it or any of its
property  is bound  which  could have or cause a  Material  Adverse  Effect.  No
Default or Event of Default has occurred and is continuing.

                  SECTION 4.13.  Full  Disclosure.  All  information  heretofore
furnished  by the  Borrower  to the  Agent  or any Bank  for  purposes  of or in
connection  with this Agreement or any transaction  contemplated  hereby is, and
all such  information  hereafter  furnished  by the Borrower to the Agent or any
Bank will be, true,  accurate and complete in every material respect or based on
reasonable  estimates  on the date as of which  such  information  is  stated or
certified.  The Borrower has disclosed to the Banks in writing any and all facts
which could have or cause a Material Adverse Effect.

                  SECTION 4.14.  Environmental Matters. (a) Neither the Borrower
nor any Subsidiary is subject to any Environmental Liability which could have or
cause a Material  Adverse Effect and neither the Borrower nor any Subsidiary has
been  designated  as a potentially  responsible  party under CERCLA or under any
state statute  similar to CERCLA.  None of the Properties has been identified on
any current or proposed (i) National  Priorities  List under 40 C.F.R.  ss. 300,
(ii)  CERCLIS list or (iii) any list  arising  from a state  statute  similar to
CERCLA.

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                  (b) No  Hazardous  Materials  have  been  or are  being  used,
produced,   manufactured,   processed,  treated,  recycled,  generated,  stored,
disposed of,  managed or otherwise  handled at, or shipped or  transported to or
from the Properties or are otherwise present at, on, in or under the Properties,
or, to the best of the knowledge of the  Borrower,  at or from any adjacent site
or  facility,  except for  Hazardous  Materials  used,  produced,  manufactured,
processed,  treated,  recycled,  generated,  stored, disposed of, and managed or
otherwise  handled in the  ordinary  course of business in  compliance  with all
applicable Environmental Requirements.

                  (c) The Borrower, and each of its Subsidiaries and Affiliates,
has procured or is  diligently  pursuing the  procurement  of all  Environmental
Authorizations  necessary for the conduct of its business,  and is in compliance
with all  Environmental  Requirements  in  connection  with the operation of the
Properties and the Borrower's,  and each of its  Subsidiary's  and  Affiliate's,
respective businesses.

                  SECTION  4.15.  Compliance  with Laws.  The  Borrower and each
Subsidiary  is in  compliance  with  all  applicable  laws,  including,  without
limitation,  all Environmental Laws, except where any failure to comply with any
such laws would not, alone or in the aggregate, have a Material Adverse Effect.

                  SECTION 4.16.  Capital Stock.  All Capital Stock,  debentures,
bonds,  notes and all other  securities  of the  Borrower  and its  Subsidiaries
presently  issued and  outstanding are validly and properly issued in accordance
with all applicable laws, including,  but not limited to, the "Blue Sky" laws of
all  applicable  states and the federal  securities  laws.  The issued shares of
Capital  Stock of the  Borrower's  Wholly  Owned  Subsidiaries  are owned by the
Borrower free and clear of any Lien or adverse claim. At least a majority of the
issued  shares of capital  stock of each of the  Borrower's  other  Subsidiaries
(other than Wholly Owned  Subsidiaries)  is owned by the Borrower free and clear
of any Lien or adverse claim.

                  SECTION 4.17.  Margin  Stock.  Neither the Borrower nor any of
its Subsidiaries is engaged principally,  or as one of its important activities,
in the business of purchasing  or carrying any Margin Stock,  and no part of the
proceeds of any Loan will be used to  purchase  or carry any Margin  Stock or to
extend  credit to others for the purpose of  purchasing  or carrying  any Margin
Stock, or be used for any purpose which violates, or which is inconsistent with,
the provisions of Regulation X.

                  SECTION 4.18. Insolvency. After giving effect to the execution
and  delivery  of the Loan  Documents  and the  making of the Loans  under  this
Agreement, the Borrower will not be "insolvent," within the meaning of such term
as used in  O.C.G.A.  ss.  18-2-22  or as  defined in ss. 101 of Title 11 of the
United States Code or Section 2 of the Uniform  Fraudulent  Transfer Act, or any
other  applicable state law pertaining to fraudulent  transfers,  as each may be
amended from time to time, or be unable to pay its debts generally as such debts
become due, or have an  unreasonably  small capital to engage in any business or
transaction, whether current or contemplated.




                                     - 23 -
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                                    ARTICLE V

                                    COVENANTS

                  The  Borrower  agrees  that,  so  long  as any  Bank  has  any
Commitment hereunder or any amount payable under any Note remains unpaid:

                  SECTION 5.01.  Information.  The Borrower will deliver to each
 of the Banks:

                  (a) as soon as  available  and in any  event  within  105 days
         after the end of each Fiscal Year, a consolidated  balance sheet of the
         Borrower and its Consolidated Subsidiaries as of the end of such Fiscal
         Year and the related consolidated  statements of income,  shareholders'
         equity and cash flows for such Fiscal Year,  setting forth in each case
         in  comparative  form the figures for the  previous  fiscal  year,  all
         certified  by  Deloitte  &  Touche  LLP  or  other  independent  public
         accountants of nationally recognized standing,  with such certification
         to be free of  exceptions  and  qualifications  not  acceptable  to the
         Required Banks;

                  (b) as soon as available and in any event within 60 days after
         the end of each of the first 3 Fiscal  Quarters of each Fiscal  Year, a
         consolidated  balance  sheet  of  the  Borrower  and  its  Consolidated
         Subsidiaries  as of the  end of such  Fiscal  Quarter  and the  related
         statement of income and statement of cash flows for such Fiscal Quarter
         and for the  portion of the Fiscal Year ended at the end of such Fiscal
         Quarter, setting forth in each case in comparative form the figures for
         the corresponding  Fiscal Quarter and the corresponding  portion of the
         previous  Fiscal  Year,  all  certified  (subject  to  normal  year-end
         adjustments)  as to fairness of  presentation,  GAAP and consistency by
         the chief  financial  officer  or the chief  accounting  officer of the
         Borrower;

                  (c) simultaneously  with the delivery of each set of financial
         statements  referred  to in clauses (a) and (b) above,  a  certificate,
         substantially in the form of Exhibit F (a "Compliance Certificate"), of
         the chief  financial  officer  or the chief  accounting  officer of the
         Borrower  (i)  setting  forth in  reasonable  detail  the  calculations
         required to establish  whether the Borrower was in compliance  with the
         requirements of Sections 5.03 through 5.06, inclusive,  and 5.08 on the
         date of such financial  statements and (ii) stating whether any Default
         exists on the date of such certificate and, if any Default then exists,
         setting forth the details  thereof and the action which the Borrower is
         taking or proposes to take with respect thereto;

                  (d) within 5 Domestic Business Days after the Borrower becomes
         aware of the  occurrence  of any Default,  a  certificate  of the chief
         financial  officer  or the chief  accounting  officer  of the  Borrower
         setting forth the details  thereof and the action which the Borrower is
         taking or proposes to take with respect thereto;

                  (e) promptly upon the mailing  thereof to the  shareholders of
         the Borrower generally, copies of all financial statements, reports and
         proxy statements so mailed;

                  (f)  promptly   upon  the  filing   thereof,   copies  of  all
         registration  statements  (other  than  the  exhibits  thereto  and any
         registration statements on Form S-8 or its equivalent) and annual,

                                     - 24 -
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         quarterly or monthly reports which the  Borrower shall have  filed with
the Securities and Exchange Commission;

                  (g) if and when the  Borrower or any member of the  Controlled
         Group  (i)  gives  or is  required  to give  notice  to the PBGC of any
         "reportable  event" (as defined in Section  4043 of ERISA) with respect
         to any Plan which might  constitute  grounds for a termination  of such
         Plan under Title IV of ERISA, or knows that the plan  administrator  of
         any Plan has given or is required to give notice of any such reportable
         event, a copy of the notice of such reportable  event given or required
         to be given to the PBGC;  (ii)  receives  notice of complete or partial
         withdrawal liability under Title IV of ERISA, a copy of such notice; or
         (iii)  receives  notice  from  the PBGC  under  Title IV of ERISA of an
         intent to terminate or appoint a trustee to administer any Plan, a copy
         of such notice;

                  (h)  promptly  after the  Borrower  knows of the  commencement
         thereof,  notice of any litigation,  dispute or proceeding  involving a
         claim against the Borrower and/or any Subsidiary for $5,000,000 or more
         in excess of amounts covered in full by applicable insurance; and

                  (i) from time to time such  additional  information  regarding
         the financial position or business of the Borrower and its Subsidiaries
         as the Agent, at the request of any Bank, may reasonably request.

                  SECTION 5.02.  Inspection of Property,  Books and Records. The
Borrower will (i) keep, and will cause each Subsidiary to keep,  proper books of
record and account in which full,  true and correct  entries in conformity  with
GAAP shall be made of all dealings and  transactions in relation to its business
and  activities;  and (ii)  permit,  and will cause each  Subsidiary  to permit,
representatives of any Bank at such Bank's expense prior to the occurrence of an
Event of Default and at the Borrower's  expense after the occurrence of an Event
of Default to visit and inspect any of their respective  properties,  to examine
and (after the  occurrence and during the  continuance  (uncured) of an Event of
Default) make  abstracts from any of their  respective  books and records and to
discuss their  respective  affairs,  finances and accounts with their respective
officers,  employees and independent public accountants.  The Borrower agrees to
cooperate  and  assist  in such  visits  and  inspections,  in each case at such
reasonable times and as often as may reasonably be desired.

                  SECTION  5.03.  Minimum   Consolidated   Tangible  Net  Worth.
Consolidated  Tangible Net Worth will at no time be less than  $39,000,000  plus
the sum of (i) 50% of the cumulative Reported Net Income of the Borrower and its
Consolidated  Subsidiaries  during any period after  December 30, 1995 (taken as
one  accounting   period),   calculated   quarterly  (but  excluding  from  such
calculations of Reported Net Income any quarter in which the Reported Net Income
of the Borrower and its Consolidated Subsidiaries is negative), and (ii) 100% of
the cumulative  Net Proceeds of Capital Stock  received  during any period after
December 30, 1995, calculated quarterly.

                  SECTION  5.04.  Ratio of Funded Debt to Total  Capitalization.
The ratio of Funded Debt to Total  Capitalization will at all times be less than
or equal .50 to 1.00.


                                     - 25 -
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                  SECTION  5.05.  Ratio of Funded Debt to EBITDA.  At the end of
each Fiscal  Quarter,  commencing  with the Fiscal Quarter  ending  December 31,
1995,  the ratio of  Funded  Debt on such  date to  EBITDA  for the  immediately
preceding 12 months then ended, shall not exceed 3.0 to 1.0.

                  SECTION 5.06. Loans or Advances.  Neither the Borrower nor any
of its Subsidiaries shall make loans or advances to any Person except: (i) loans
or advances to employees not exceeding Two Million  Dollars  ($2,000,000) in the
aggregate  outstanding  made in the ordinary course of business and consistently
with  practices  existing  on  the  Closing  Date;  (ii)  deposits  required  by
government agencies or public utilities;  (iii) loans or advances to Significant
Domestic  Subsidiaries which have executed and delivered to the Agent a guaranty
agreement  and delivered  all other  documents as required by Section 5.20;  and
(iv) in addition to loans or advances  permitted  by the  foregoing  clauses (i)
through (iii),  loans or advances not exceeding in the aggregate at any one time
outstanding an amount equal to $5,000,000;  provided that after giving effect to
the making of any loans,  advances or deposits  permitted  by clause (i),  (ii),
(iii) or (iv) of this Section, no Default shall have occurred and be continuing.

                  SECTION 5.07. Investments. Neither the Borrower nor any of its
Subsidiaries shall make Investments in any Person except as permitted by Section
5.06 and except  Investments  (i) in direct  obligations  of the  United  States
Government maturing within one year, (ii) in certificates of deposit issued by a
commercial bank whose credit is  satisfactory to the Agent,  (iii) in commercial
paper rated A-1 or the equivalent  thereof by Standard & Poor's Ratings Group, a
division  of  McGraw-Hill,  Inc.  or P-1 or the  equivalent  thereof  by Moody's
Investors  Service,  Inc. and in either case maturing  within 6 months after the
date of  acquisition,  (iv) in tender bonds the payment of the  principal of and
interest on which is fully  supported  by a letter of credit  issued by a United
States bank whose long-term certificates of deposit are rated at least AA or the
equivalent   thereof  by  Standard  &  Poor's   Ratings  Group,  a  division  of
McGraw-Hill, Inc. and Aa or the equivalent thereof by Moody's Investors Service,
Inc.,  and (v) in  addition  to those  permitted  by the  foregoing  clauses (i)
through  (iv),  not exceeding  (at original  cost) in the  aggregate  during any
Fiscal Year an amount equal to $10,000,000.

     SECTION 5.08.  Negative  Pledge.  Neither the Borrower nor any Consolidated
Subsidiary  will  create,  assume  or  suffer to exist any Lien on any asset now
owned or hereafter acquired by it, except:

                  (a) Liens existing on the date of this Agreement securing Debt
         outstanding  on the date of this  Agreement in an  aggregate  principal
         amount not exceeding $5,500,000;

                  (b) any Lien existing on any asset of any  corporation  at the
         time such corporation becomes a Consolidated Subsidiary and not created
         in contemplation of such event;

                  (c) any Lien on any asset  securing  Debt  incurred or assumed
         for the purpose of  financing  all or any part of the cost of acquiring
         or  constructing  such asset,  provided that such Lien attaches to such
         asset  concurrently  with or within 18 months after the  acquisition or
         completion of construction thereof;


                                     - 26 -
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<PAGE>



                  (d) any Lien on any asset of any  corporation  existing at the
         time  such  corporation  is  merged  or  consolidated  with or into the
         Borrower or a Consolidated  Subsidiary and not created in contemplation
         of such event;

                  (e)  any Lien existing on  any asset prior to the  acquisition
         thereof by the Borrower or a Consolidated Subsidiary and not created in
         contemplation of such acquisition;

               (f)  Liens securing Debt owing by any Subsidiary to the Borrower;

                  (g)  any  Lien  arising  out  of the  refinancing,  extension,
         renewal or refunding  of any Debt secured by any Lien  permitted by any
         of the foregoing  clauses of this Section,  provided that (i) such Debt
         is not secured by any  additional  assets,  and (ii) the amount of such
         Debt secured by any such Lien is not increased;

                  (h) Liens  incidental  to the  conduct of its  business or the
         ownership of its assets which (i) do not secure Debt and (ii) do not in
         the  aggregate  materially  detract  from the  value of its  assets  or
         materially impair the use thereof in the operation of its business;

                  (i)  any Lien on Margin Stock; and

                  (j) Liens not otherwise  permitted by the foregoing clauses of
         this Section securing Debt (other than indebtedness  represented by the
         Notes) in an aggregate  principal amount at any time outstanding not to
         exceed 15% of Stockholders' Equity.

                  SECTION 5.09.  Maintenance of Existence.  The Borrower  shall,
and shall cause each Subsidiary to,  maintain its corporate  existence and carry
on its business in substantially  the same manner and in substantially  the same
fields as such business is now carried on and maintained.

                  SECTION 5.10. Dissolution. Neither the Borrower nor any of its
Subsidiaries  shall suffer or permit  dissolution or liquidation either in whole
or in part or  redeem  or  retire  any  shares  of its own  stock or that of any
Subsidiary,  except through corporate  reorganization to the extent permitted by
Section 5.11.

                  SECTION 5.11. Consolidations, Mergers and Sales of Assets. The
Borrower will not, nor will it permit any  Subsidiary  to,  consolidate or merge
with or into, or sell,  lease or otherwise  transfer all or any substantial part
of its assets to, any other  Person,  or  discontinue  or eliminate any business
line or segment, provided that (a) the Borrower may merge with another Person if
(i) such Person was organized  under the laws of the United States of America or
one of its states,  (ii) the Borrower is the  corporation  surviving such merger
and (iii)  immediately after giving effect to such merger, no Default shall have
occurred and be continuing,  (b) Subsidiaries of the Borrower may merge with one
another,  and (c) the foregoing  limitation on the sale, lease or other transfer
of assets  and on the  discontinuation  or  elimination  of a  business  line or
segment shall not prohibit,  during any Fiscal Quarter,  a transfer of assets or
the  discontinuance  or  elimination  of a business line or segment (in a single
transaction or in a series of related  transactions) unless the aggregate assets
to be so  transferred  or  utilized  in a  business  line  or  segment  to be so
discontinued,  when  combined with all other assets  transferred,  and all other
assets

                                     - 27 -
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<PAGE>



utilized  in all other  business  lines or  segments  discontinued,  during such
Fiscal Quarter and the immediately  preceding seven Fiscal Quarters,  either (x)
constituted  more than 5% of Consolidated  Total Assets at the end of the eighth
Fiscal Quarter  immediately  preceding such Fiscal  Quarter,  or (y) contributed
more than 5% of Consolidated  Operating Profits during the 8 consecutive  Fiscal
Quarters immediately preceding such Fiscal Quarter.

                  SECTION 5.12.  Use of Proceeds.  No portion of the proceeds of
the  Loans  will be used by the  Borrower  or any  Subsidiary  (i)  directly  or
indirectly,  for the purpose,  whether  immediate,  incidental  or ultimate,  of
purchasing or carrying any Margin Stock, or (ii) for any purpose in violation of
any applicable law or regulation.

                  SECTION  5.13.  Compliance  with Laws;  Payment of Taxes.  The
Borrower  will, and will cause each of its  Subsidiaries  and each member of the
Controlled  Group to, comply with  applicable laws (including but not limited to
ERISA),   regulations  and  similar  requirements  of  governmental  authorities
(including  but not  limited  to  PBGC),  except  where  the  necessity  of such
compliance  is being  contested in good faith  through  appropriate  proceedings
diligently  pursued.  The Borrower will, and will cause each of its Subsidiaries
to, pay promptly when due all taxes,  assessments,  governmental charges, claims
for labor, supplies, rent and other obligations which, if unpaid, might become a
lien against the property of the Borrower or any Subsidiary,  except liabilities
being contested in good faith by appropriate  proceedings diligently pursued and
against  which,  if  requested  by the  Agent,  the  Borrower  shall have set up
reserves in accordance with GAAP.

                  SECTION 5.14. Insurance.  The Borrower will maintain, and will
cause each of its  Subsidiaries to maintain  (either in the name of the Borrower
or in  such  Subsidiary's  own  name),  with  financially  sound  and  reputable
insurance companies,  insurance on all its Property in at least such amounts and
against at least such risks as are usually  insured  against in the same general
area by companies of established repute engaged in the same or similar business.

                  SECTION  5.15.  Change in Fiscal Year.  The Borrower  will not
change its Fiscal Year without the consent of the Required Banks, except for the
change  scheduled  to  commence  on  January  1, 1996  that  will  result in the
Borrower's Fiscal Year commencing on January 1 and ending on December 31 of each
year.

                  SECTION 5.16. Maintenance of Property. The Borrower shall, and
shall cause each  Subsidiary  to,  maintain all of its  properties and assets in
good condition, repair and working order, ordinary wear and tear excepted.

                  SECTION  5.17.   Environmental  Notices.  The  Borrower  shall
furnish to the Banks and the Agent prompt  written  notice of all  Environmental
Liabilities,  pending,  threatened  or  anticipated  Environmental  Proceedings,
Environmental  Notices,  Environmental  Judgments and Orders,  and Environmental
Releases  at,  on,  in,  under or in any way  affecting  the  Properties  or any
adjacent property,  and all facts,  events, or conditions that could lead to any
of the foregoing.

     SECTION 5.18. Environmental Matters. The Borrower and its Subsidiaries will
not, and will not permit any Third Party to, use, produce, manufacture, process,
treat, recycle, generate, store,

                                     - 28 -
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<PAGE>



dispose of,  manage at, or otherwise  handle or ship or transport to or from the
Properties  any  Hazardous   Materials  except  for  Hazardous  Materials  used,
produced,   manufactured,   processed,  treated,  recycled,  generated,  stored,
disposed,  managed or otherwise  handled in the  ordinary  course of business in
compliance with all applicable Environmental Requirements.

                  SECTION 5.19.  Environmental Release. The Borrower agrees that
upon the occurrence of an  Environmental  Release at or on any of the Properties
it will act  immediately to investigate  the extent of, and to take  appropriate
remedial action to eliminate, such Environmental Release, whether or not ordered
or otherwise directed to do so by any Environmental Authority.

                  SECTION 5.20. Guaranty of Significant  Domestic  Subsidiaries.
(a) The Borrower  shall cause any Person which  becomes a  Significant  Domestic
Subsidiary after the Closing Date to become a party to, and agree to be bound by
the terms of a guaranty agreement substantially in the form of Exhibit I hereto,
executed  and  delivered  to the Agent  within 45 days after the last day of the
Fiscal  Quarter in which such Person became a Significant  Domestic  Subsidiary.
The  Borrower  shall also  deliver,  concurrently  with the  guaranty  agreement
referred to in the  preceding  sentence (i) a certificate  substantially  in the
form of Exhibit E hereto,  signed by the Secretary or an Assistant  Secretary of
such  Significant  Domestic  Subsidiary  (modified to refer to such  Significant
Domestic  Subsidiary),  together with copies of all exhibits referred to in such
certificate,  and (ii) a legal opinion of counsel to such  Significant  Domestic
Subsidiary  in  substantially  the form of Exhibit B hereto  (modified to remove
references  where  appropriate  to the Borrower and the Credit  Agreement and to
include references where appropriate to such Significant Domestic Subsidiary and
its guaranty).

                  (b)  Once  any  Subsidiary  becomes  a  Significant   Domestic
Subsidiary and therefore  becomes a party to a guaranty  agreement in accordance
with Section  5.20(a),  such Subsidiary  thereafter shall remain a party to such
guaranty  agreement  without  regard to the amount of its  Operating  Profits or
assets for any period.





                                   ARTICLE VI

                                    DEFAULTS

     SECTION 6.01.  Events of Default.  If one or more of the  following  events
("Events of Default") shall have occurred and be continuing:

                  (a) the Borrower  shall fail to pay when due any  principal of
         any Loan or shall  fail to pay any  interest  on any Loan  within  five
         Domestic  Business Days after such interest  shall become due, or shall
         fail to pay any fee or  other  amount  payable  hereunder  within  five
         Domestic Business Days after such fee or other amount becomes due; or


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                  (b) the Borrower shall fail to observe or perform any covenant
         contained in Sections  5.02(ii),  5.03 to 5.12,  inclusive,  or Section
         5.15 or 5.20; or

                  (c) the Borrower shall fail to observe or perform any covenant
         or agreement  contained or  incorporated by reference in this Agreement
         (other  than those  covered by clause (a) or (b) above) for thirty days
         after  the  earlier  of (i) the first  day on which  the  Borrower  has
         knowledge of such failure or (ii) written notice thereof has been given
         to the Borrower by the Agent at the request of any Bank; or

                  (d) any representation,  warranty,  certification or statement
         made or deemed made by the Borrower in Article IV of this  Agreement or
         in any  certificate,  financial  statement or other document  delivered
         pursuant  to this  Agreement  shall  prove to have  been  incorrect  or
         misleading in any material respect when made (or deemed made); or

                  (e) the  Borrower  or any  Subsidiary  shall  fail to make any
         payment  in respect of Debt  outstanding  (other  than the Notes) in an
         aggregate  amount  in  excess  of  $5,000,000  when due or  within  any
         applicable grace period; or

                  (f) any event or  condition  shall occur which  results in the
         acceleration of the maturity of Debt outstanding of the Borrower or any
         Subsidiary  in an  aggregate  amount  in excess  of  $5,000,000  or the
         mandatory  prepayment  or purchase of such Debt by the Borrower (or its
         designee) or such  Subsidiary (or its designee)  prior to the scheduled
         maturity thereof, or enables (or, with the giving of notice or lapse of
         time or both,  would  enable)  the  holders  of such Debt or any Person
         acting on such holders'  behalf to accelerate  the maturity  thereof or
         require  the  mandatory  prepayment  or purchase  thereof  prior to the
         scheduled  maturity thereof,  without regard to whether such holders or
         other Person shall have exercised or waived their right to do so; or

                  (g) the Borrower or any Subsidiary  shall commence a voluntary
         case or other proceeding seeking  liquidation,  reorganization or other
         relief  with  respect  to  itself or its  debts  under any  bankruptcy,
         insolvency  or other  similar law now or hereafter in effect or seeking
         the appointment of a trustee, receiver, liquidator,  custodian or other
         similar  official of it or any  substantial  part of its  property,  or
         shall  consent to any such  relief or to the  appointment  of or taking
         possession  by any  such  official  in an  involuntary  case  or  other
         proceeding commenced against it, or shall make a general assignment for
         the benefit of creditors,  or shall fail  generally,  or shall admit in
         writing  its  inability,  to pay its debts as they become due, or shall
         take any corporate action to authorize any of the foregoing; or

                  (h) an involuntary case or other proceeding shall be commenced
         against  the   Borrower   or  any   Subsidiary   seeking   liquidation,
         reorganization  or other  relief with  respect to it or its debts under
         any  bankruptcy,  insolvency  or other  similar law now or hereafter in
         effect or seeking the appointment of a trustee,  receiver,  liquidator,
         custodian or other similar  official of it or any  substantial  part of
         its  property,  and such  involuntary  case or other  proceeding  shall
         remain  undismissed  and unstayed for a period of 60 days;  or an order
         for relief shall be entered against

                                     - 30 -
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<PAGE>



         the Borrower or any Subsidiary under the federal bankruptcy laws as now
         or hereafter in effect; or

                  (i) the Borrower or any member of the  Controlled  Group shall
         fail to pay when due any  material  amount  which it shall have  become
         liable  to pay to the PBGC or to a Plan  under  Title IV of  ERISA;  or
         notice of  intent to  terminate  a Plan or Plans  shall be filed  under
         Title IV of ERISA by the Borrower,  any member of the Controlled Group,
         any plan administrator or any combination of the foregoing; or the PBGC
         shall institute  proceedings under Title IV of ERISA to terminate or to
         cause a trustee to be appointed to administer any such Plan or Plans or
         a  proceeding  shall be  instituted  by a fiduciary of any such Plan or
         Plans to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding
         shall not have been dismissed within 30 days thereafter; or a condition
         shall  exist by reason of which the PBGC would be  entitled to obtain a
         decree adjudicating that any such Plan or Plans must be terminated;  or
         the  Borrower or any other member of the  Controlled  Group shall enter
         into,  contribute or be obligated to contribute to,  terminate or incur
         any withdrawal liability with respect to, a Multiemployer Plan; or

                  (j) one or more  judgments  or orders for the payment of money
         in an  aggregate  amount  in  excess of  $2,000,000  shall be  rendered
         against the Borrower or any Subsidiary and such judgment or order shall
         continue unsatisfied and unstayed for a period of 30 days; or

                  (k) a federal  tax lien shall be filed  against  the  Borrower
         under  Section  6323 of the Code or a lien of the  PBGC  shall be filed
         against the Borrower or any Subsidiary  under Section 4068 of ERISA and
         in either case such lien shall remain  undischarged  for a period of 25
         days after the date of filing; or

                  (l) (i) any  Person or two or more  Persons  acting in concert
         (other   than   Williamson-Dickie   Manufacturing   Company,   a  Texas
         corporation)  shall have  acquired  beneficial  ownership  (within  the
         meaning of Rule 13d-3 of the Securities and Exchange  Commission  under
         the Securities  Exchange Act of 1934) of 20% or more of the outstanding
         shares of the voting stock of the Borrower,  unless the Required  Banks
         shall  have  consented  in  writing  to such  acquisition  prior to the
         occurrence of such  acquisition  (which  consent maybe  withheld by the
         Banks in their sole and absolute discretion);  or (ii) as of any date a
         majority  of the  Board  of  Directors  of  the  Borrower  consists  of
         individuals who were not either (A) directors of the Borrower as of the
         corresponding  date of the previous  year, (B) selected or nominated to
         become  directors  by the Board of Directors of the Borrower of which a
         majority  consisted  of  individuals  described  in clause  (A), or (C)
         selected or nominated to become  directors by the Board of Directors of
         the Borrower of which a majority consisted of individuals  described in
         clause (A) and individuals described in clause (B); or

                  (m) any  guaranty  executed  and  delivered  by a  Significant
         Domestic  Subsidiary  pursuant to Section 5.20 hereof shall cease to be
         in full  force and  effect  (other  than by reason  of the  release  or
         termination of such guaranty by the Agent or the Banks); or

                  (n) any Significant  Domestic  Subsidiary or any Person acting
         on behalf of such Significant Domestic Subsidiary shall deny, disaffirm
         or fail to perform such Significant

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     Domestic Subsidiary's obligations under the guaranty executed and delivered
by it pursuant to Section 5.20 hereof;

then, and in every such event,  the Agent shall (i) if requested by the Required
Banks,  by notice to the  Borrower  terminate  the  Commitments  and they  shall
thereupon  terminate,  and (ii) if requested by the Required Banks, by notice to
the Borrower declare the Notes (together with accrued interest  thereon) and all
other amounts  payable  hereunder and under the other Loan  Documents to be, and
the Notes  (together  will all accrued  interest  thereon) and all other amounts
payable  hereunder and under the other Loan Documents  shall  thereupon  become,
immediately due and payable without presentment, demand, protest or other notice
of any kind,  all of which are hereby waived by the  Borrower;  provided that if
any Event of Default specified in clause (g) or (h) above occurs with respect to
the  Borrower,  without any notice to the Borrower or any other act by the Agent
or the Banks, the Commitments  shall thereupon  automatically  terminate and the
Notes  (together with accrued  interest  thereon) and all other amounts  payable
hereunder  and  under  the  other  Loan  Documents  shall  automatically  become
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower. Notwithstanding the
foregoing,  the Agent shall have  available  to it all other  remedies at law or
equity, and shall exercise any one or all of them at the request of the Required
Banks.

                  SECTION 6.02.  Notice of Default.  The Agent shall give notice
to the  Borrower  of any  Default  under  Section  6.01(c)  promptly  upon being
requested to do so by any Bank and shall thereupon notify all the Banks thereof.

                                   ARTICLE VII

                                    THE AGENT

                  SECTION 7.01.  Appointment,  Powers and Immunities.  Each Bank
hereby  irrevocably  appoints  and  authorizes  the  Agent  to act as its  agent
hereunder  and  under  the  other  Loan   Documents  with  such  powers  as  are
specifically  delegated to the Agent by the terms  hereof and thereof,  together
with such other powers as are  reasonably  incidental  thereto.  The Agent:  (a)
shall have no duties or  responsibilities  except as expressly set forth in this
Agreement  and the  other  Loan  Documents,  and  shall  not by  reason  of this
Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be
responsible  to the  Banks  for any  recitals,  statements,  representations  or
warranties  contained in this  Agreement or any other Loan  Document,  or in any
certificate or other document referred to or provided for in, or received by any
Bank under,  this  Agreement or any other Loan  Document,  or for the  validity,
effectiveness,  genuineness,  enforceability or sufficiency of this Agreement or
any other Loan Document or any other document referred to or provided for herein
or therein or for any failure by the Borrower to perform any of its  obligations
hereunder  or  thereunder;  (c) shall not be required to initiate or conduct any
litigation or collection  proceedings hereunder or under any other Loan Document
except to the extent requested by the Required Banks, and then only on terms and
conditions  reasonably   satisfactory  to  the  Agent,  and  (d)  shall  not  be
responsible for any action taken or omitted to be taken by it hereunder or under
any other Loan  Document  or any other  document  or  instrument  referred to or
provided for herein or therein or in connection  herewith or  therewith,  except
for its own gross negligence or willful misconduct.  The Agent may employ agents
and  attorneys-in-fact  and  shall  not be  responsible  for the  negligence  or
misconduct  of  any  such  agents  or  attorneys-in-fact  selected  by  it  with
reasonable care. The

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provisions  of this  Article VII are solely for the benefit of the Agent and the
Banks,  and the Borrower shall not have any rights as a third party  beneficiary
of any of the  provisions  hereof.  In performing its functions and duties under
this Agreement and under the other Loan Documents, the Agent shall act solely as
agent of the Banks and does not assume  and shall not be deemed to have  assumed
any  obligation  towards  or  relationship  of agency  or trust  with or for the
Borrower.  The duties of the Agent shall be ministerial  and  administrative  in
nature,  and the Agent shall not have by reason of this  Agreement  or any other
Loan Document a fiduciary relationship in respect of any Bank.

                  SECTION 7.02.  Reliance by Agent.  The Agent shall be entitled
to rely upon any  certification,  notice or other  communication  (including any
thereof by telephone,  telefax,  telegram or cable) believed by it to be genuine
and correct and to have been signed or sent by or on behalf of the proper Person
or  Persons,  and upon  advice  and  statements  of legal  counsel,  independent
accountants  or other  experts  selected  by the Agent.  As to any  matters  not
expressly  provided for by this Agreement or any other Loan Document,  the Agent
shall in all cases be fully  protected in acting,  or in refraining from acting,
hereunder and thereunder in accordance with instructions  signed by the Required
Banks,  and such  instructions  of the  Required  Banks in any  action  taken or
failure to act pursuant thereto shall be binding on all of the Banks.

                  SECTION 7.03. Defaults.  The Agent shall not be deemed to have
knowledge of the  occurrence of a Default or an Event of Default (other than the
non-payment  of  principal  of or  interest  on the Loans)  unless the Agent has
received notice from a Bank or the Borrower  specifying 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 of the  occurrence of a Default or an Event of
Default,  the Agent shall give  prompt  notice  thereof to the Banks.  The Agent
shall  give each Bank  prompt  notice of each  non-payment  of  principal  of or
interest  on  the  Loans,  whether  or not it has  received  any  notice  of the
occurrence of such  non-payment.  The Agent shall (subject to Section 9.05) take
such  action  with  respect  to such  Default  or Event of  Default  as shall be
directed by the Required Banks,  provided that, unless and until the Agent shall
have  received  such  directions,  the Agent may (but shall not be obligated to)
take such  action,  or refrain  from taking such  action,  with  respect to such
Default or Event of Default as it shall deem  advisable in the best interests of
the Banks.

                  SECTION  7.04.  Rights of Agent and its  Affiliates as a Bank.
With  respect  to any Loan  made by  Wachovia  (in the  event it  becomes a Bank
hereunder)  or an Affiliate of Wachovia,  such  Affiliate  and Wachovia in their
capacity as a Bank hereunder shall have the same rights and powers  hereunder as
any other Bank and may  exercise  the same as though it were not the Agent or an
Affiliate of the Agent, and the term "Bank" or "Banks" shall, unless the context
otherwise  indicates,  include  Wachovia  and such  Affiliate of Wachovia in its
individual capacity. Such Affiliate and the Agent may (without having to account
therefor to any Bank) accept deposits from,  lend money to and generally  engage
in any kind of banking,  trust or other  business  with the Borrower (and any of
its  Affiliates)  as if they were not an Affiliate of the Agent or acting as the
Agent, respectively,  and such Affiliate and the Agent may accept fees and other
consideration  from he Borrower (in addition to any agency fees and  arrangement
fees  heretofore  agreed to between the  Borrower and the Agent) for services in
connection  with this Agreement or any other Loan Document or otherwise  without
having to account for the same to the Banks.


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                  SECTION 7.05.  Indemnification.  Each Bank severally agrees to
indemnify the Agent,  to the extent the Agent shall not have been  reimbursed by
the  Borrower,  ratably  in  accordance  with  its  Commitment,  for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including,  without limitation, counsel fees and disbursements)
or  disbursements  of any kind and nature  whatsoever  which may be imposed  on,
incurred by or asserted  against the Agent in any way relating to or arising out
of this Agreement or any other Loan Document or any other documents contemplated
by or referred to herein or therein or the transactions  contemplated  hereby or
thereby  (excluding,  unless an Event of Default has occurred and is continuing,
the normal  administrative costs and expenses incident to the performance of its
agency  duties  hereunder)  or the  enforcement  of any of the  terms  hereof or
thereof or any such other documents;  provided,  however,  that no Bank shall be
liable  for any of the  foregoing  to the  extent  they  arise  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.

                  SECTION 7.06.  CONSEQUENTIAL  DAMAGES.  THE AGENT SHALL NOT BE
RESPONSIBLE  OR LIABLE TO ANY BANK,  THE  BORROWER OR ANY OTHER PERSON OR ENTITY
FOR ANY PUNITIVE,  EXEMPLARY OR CONSEQUENTIAL  DAMAGES WHICH MAY BE ALLEGED AS A
RESULT OF THIS AGREEMENT,  THE OTHER LOAN DOCUMENTS,  OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.


                  SECTION  7.07.  Payee of Note Treated as Owner.  The Agent may
deem and  treat  the payee of any Note as the  owner  thereof  for all  purposes
hereof unless and until a written notice of the  assignment or transfer  thereof
shall have been filed with the Agent and the provisions of Section  9.07(c) have
been satisfied. Any requests, authority or consent of any Person who at the time
of making such request or giving such  authority or consent is the holder of any
Note shall be conclusive  and binding on any  subsequent  holder,  transferee or
assignee  of that Note or of any Note or Notes  issued in  exchange  therefor or
replacement thereof.

                  SECTION 7.08. Non-Reliance on Agent and Other Banks. Each Bank
agrees that it has, independently and without reliance on the Agent or any other
Bank, and based on such documents and information as it has deemed  appropriate,
made its own credit  analysis of the  Borrower  and  decision to enter into this
Agreement and that it will, independently and without reliance upon the Agent or
any other Bank,  and based on such  documents and  information  as it shall deem
appropriate  at the time,  continue to make its own  analysis  and  decisions in
taking or not  taking  action  under  this  Agreement  or any of the other  Loan
Documents. The Agent shall not be required to keep itself (or any Bank) informed
as to the  performance or observance by the Borrower of this Agreement or any of
the other Loan  Documents  or any other  document  referred to or  provided  for
herein or therein or to inspect the  properties  or books of the Borrower or any
other Person.  Except for notices,  reports and other  documents and information
expressly  required to be furnished to the Banks by the Agent hereunder or under
the other Loan Documents, the Agent shall not have any duty or responsibility to
provide any Bank with any credit or other  information  concerning  the affairs,
financial  condition  or business of the Borrower or any other Person (or any of
their Affiliates) which may come into the possession of the Agent.


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                  SECTION  7.09.  Failure to Act.  Except  for action  expressly
required of the Agent  hereunder  or under the other Loan  Documents,  the Agent
shall in all cases be fully  justified  in failing or refusing to act  hereunder
and thereunder unless it shall receive further assurances to its satisfaction by
the Banks of their  indemnification  obligations  under Section 7.05 against any
and all  liability  and expense  which may be incurred by the Agent by reason of
taking, continuing to take, or failing to take any such action.

                  SECTION 7.10.  Resignation or Removal of Agent. Subject to the
appointment and acceptance of a successor Agent as provided below, the Agent may
resign at any time by giving  notice  thereof to the Banks and the  Borrower and
the  Agent may be  removed  at any time with or  without  cause by the  Required
Banks.  Upon any such resignation or removal,  the Required Banks shall have the
right,  with the prior  consent  of the  Borrower  (which  consent  shall not be
unreasonably  withheld),  to appoint a successor  Agent.  If no successor  Agent
shall have been so appointed by the Required  Banks and approved by the Borrower
and shall have  accepted  such  appointment  within 30 days  after the  retiring
Agent's  notice of  resignation  or the Required  Banks' removal of the retiring
Agent,  then the  retiring  Agent may,  on behalf of the Banks (and  without the
consent of any Bank or the Borrower),  appoint a successor  Agent. Any successor
Agent  shall be a bank  which has a  combined  capital  and  surplus of at least
$500,000,000.  Upon the acceptance of any  appointment  as Agent  hereunder by a
successor  Agent,  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
hereunder. After any retiring Agent's resignation or removal hereunder as Agent,
the  provisions of this Article VII shall  continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Agent hereunder.

                                  ARTICLE VIII

                      CHANGE IN CIRCUMSTANCES; COMPENSATION

     SECTION 8.01. Basis for Determining  Interest Rate Inadequate or Unfair. If
on or prior to the first day of any Interest Period:

                  (a) the Agent  determines  that  deposits  in Dollars  (in the
         applicable  amounts) are not being  offered in the relevant  market for
         such Interest Period, or

                  (b) the  Required  Banks  advise  the  Agent  that the  London
         Interbank  Offered Rate as determined by the Agent will not  adequately
         and fairly  reflect the cost to such Banks of funding  the  Euro-Dollar
         Loans for such Interest Period,

the Agent shall  forthwith  give notice  thereof to the  Borrower and the Banks,
whereupon  until the Agent notifies the Borrower that the  circumstances  giving
rise to such  suspension no longer exist,  the  obligations of the Banks to make
Euro-Dollar Loans shall be suspended.  Unless the Borrower notifies the Agent at
least 2 Domestic Business Days before the date of any Euro-Dollar  Borrowing for
which a Notice of  Borrowing  has  previously  been  given that it elects not to
borrow  on such  date,  such  Borrowing  shall  instead  be made as a Base  Rate
Borrowing.


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                  SECTION  8.02.  Illegality.  If,  after the date  hereof,  the
adoption  of any  applicable  law,  rule or  regulation,  or any  change  in any
existing or future law, rule or regulation,  or any change in the interpretation
or  administration  thereof  by any  governmental  authority,  central  bank  or
comparable agency charged with the interpretation or administration thereof (any
such authority,  bank or agency being referred to as an "Authority" and any such
event being referred to as a "Change of Law"), or compliance by any Bank (or its
Lending  Office) with any request or directive  (whether or not having the force
of law) of any Authority  shall make it unlawful or impossible  for any Bank (or
its Lending  Office) to make,  maintain or fund its  Euro-Dollar  Loans and such
Bank shall so notify the Agent, the Agent shall forthwith give notice thereof to
the other  Banks and the  Borrower,  whereupon  until  such  Bank  notifies  the
Borrower and the Agent that the circumstances  giving rise to such suspension no
longer exist,  the  obligation of such Bank to make  Euro-Dollar  Loans shall be
suspended.  Before giving any notice to the Agent pursuant to this Section, such
Bank shall designate a different  Lending Office if such  designation will avoid
the need for giving such notice and will not, in the  judgment of such Bank,  be
otherwise disadvantageous to such Bank. If such Bank shall determine that it may
not lawfully  continue to maintain and fund any of its  outstanding  Euro-Dollar
Loans to  maturity  and shall so  specify in such  notice,  the  Borrower  shall
immediately  prepay  in full  the  then  outstanding  principal  amount  of each
Euro-Dollar  Loan of such Bank,  together with accrued  interest thereon and any
amount due such Bank pursuant to Section  8.05(a).  Concurrently  with prepaying
each such  Euro-Dollar  Loan,  the Borrower  shall borrow a Base Rate Loan in an
equal principal  amount from such Bank (on which interest and principal shall be
payable  contemporaneously  with the  related  Euro-Dollar  Loans  of the  other
Banks), and such Bank shall make such a Base Rate Loan.

     SECTION  8.03.  Increased  Cost and Reduced  Return.  (a) If after the date
hereof,  a Change of Law or compliance by any Bank (or its Lending  Office) with
any  request  or  directive  (whether  or not  having  the  force of law) of any
Authority:

                  (i) shall subject any Bank (or its Lending Office) to any tax,
         duty or other charge with respect to its Euro-Dollar  Loans,  its Notes
         or its obligation to make Euro-Dollar  Loans, or shall change the basis
         of taxation  of  payments  to any Bank (or its  Lending  Office) of the
         principal of or interest on its Euro-Dollar  Loans or any other amounts
         due under this  Agreement  in respect of its  Euro-Dollar  Loans or its
         obligation to make Euro-Dollar Loans (except for changes in the rate of
         tax on the  overall  net  income  of such  Bank or its  Lending  Office
         imposed by the  jurisdiction in which such Bank's  principal  executive
         office or Lending Office is located); or

                  (ii) shall  impose,  modify or deem  applicable  any  reserve,
         special deposit or similar requirement (including,  without limitation,
         any such  requirement  imposed by the Board of Governors of the Federal
         Reserve  System,  but  excluding  any such  requirement  included in an
         applicable  Euro-Dollar Reserve Percentage) against assets of, deposits
         with or for the  account  of, or credit  extended  by, any Bank (or its
         Lending Office); or

                  (iii) shall  impose on any Bank (or its Lending  Office) or on
         the  London  interbank   market  any  other  condition   affecting  its
         Euro-Dollar  Loans,  its Notes or its  obligation  to make  Euro-Dollar
         Loans;


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and the result of any of the  foregoing is to increase the cost to such Bank (or
its Lending Office) of making or maintaining any Euro-Dollar  Loan, or to reduce
the  amount of any sum  received  or  receivable  by such  Bank (or its  Lending
Office)  under this  Agreement  or under its Notes with respect  thereto,  by an
amount deemed by such Bank to be material,  then the Borrower  shall pay to such
Bank such  additional  amount or amounts as will  compensate  such Bank for such
increased  cost or  reduction,  within 15 days after demand by such Bank (with a
copy to the Agent),  provided that if any such additional  amount or amounts are
claimed  with regard to a  Euro-Dollar  Loan,  in no event shall such payment be
required to be made before the last day of the  Interest  Period  applicable  to
such Euro-Dollar Loan.

                  (b) If any Bank  shall  have  determined  that  after the date
hereof the adoption of any applicable law, rule or regulation  regarding capital
adequacy,  or any change in any existing or future law, rule or  regulation,  or
any change in the interpretation or administration thereof, or compliance by any
Bank (or its Lending  Office)  with any request or directive  regarding  capital
adequacy (whether or not having the force of law) of any Authority, has or would
have the  effect of  reducing  the rate of return on such  Bank's  capital  as a
consequence of its  obligations  hereunder to a level below that which such Bank
could have achieved but for such  adoption,  change or  compliance  (taking into
consideration  such Bank's  policies  with  respect to capital  adequacy)  by an
amount  deemed by such Bank to be  material,  then from time to time,  within 15
days  after  demand  by such  Bank,  the  Borrower  shall  pay to such Bank such
additional  amount or amounts as will  compensate  such Bank for such reduction;
provided  that  notwithstanding  the  foregoing,  the  Borrower  shall  have  no
obligation  to  compensate  any  Bank  for:  (i) any  reduction  resulting  from
compliance  by such Bank with any  change,  request  or  directive  specifically
relating to such Bank's  financial  performance,  and (ii) any amount or amounts
that any Bank has requested  with regard to a Base Rate Loan made after the date
of such adoption, change or compliance.

                  (c) Each Bank will promptly  notify the Borrower and the Agent
of any event of which it has knowledge,  occurring after the date hereof,  which
will  entitle  such  Bank to  compensation  pursuant  to this  Section  and will
designate a different  Lending  Office if such  designation  will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment of
such Bank, be otherwise  disadvantageous to such Bank. A certificate of any Bank
claiming compensation under this Section and setting forth the additional amount
or amounts to be paid to it  hereunder  shall be  conclusive  in the  absence of
manifest  error.  In determining  such amount,  such Bank may use any reasonable
averaging and attribution methods.

                  (d) The  provisions  of this Section 8.03 shall be  applicable
with  respect  to  any  Participant,  Assignee  or  other  Transferee,  and  any
calculations   required  by  such  provisions  shall  be  made  based  upon  the
circumstances of such Participant, Assignee or other Transferee.

                  SECTION  8.04.  Base  Rate  Loans   Substituted  for  Affected
Euro-Dollar  Loans.  If (i) the  obligation  of any  Bank  to  make or  maintain
Euro-Dollar  Loans has been suspended  pursuant to Section 8.02 or (ii) any Bank
has demanded  compensation  under Section 8.03,  and the Borrower  shall,  by at
least 5 Euro-Dollar  Business Days' prior notice to such Bank through the Agent,
have elected that the provisions of this Section shall apply to such Bank, then,
unless and until such Bank notifies the Borrower that the  circumstances  giving
rise to such suspension or demand for compensation no longer apply:


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                  (a) all Loans  which would  otherwise  be made by such Bank as
         Euro-Dollar Loans shall be made instead as Base Rate Loans, and

                  (b) after each of its Euro-Dollar  Loans has been repaid,  all
         payments of  principal  which would  otherwise be applied to repay such
         Euro-Dollar  Loans  shall be  applied  to repay  its  Base  Rate  Loans
         instead.

In the event that the Borrower  shall elect that the  provisions of this Section
shall apply to any Bank,  the Borrower shall remain liable for, and shall pay to
such Bank as provided  herein,  all amounts due such Bank under  Section 8.03 in
respect of the period  preceding  the date of  conversion  of such Bank's  Loans
resulting from the Borrower's election.

                  SECTION  8.05.  Compensation.  Upon the  request  of any Bank,
delivered  to the Borrower  and the Agent,  the Borrower  shall pay to such Bank
such  amount or  amounts  as shall  compensate  such Bank for any loss,  cost or
expense incurred by such Bank as a result of:

                  (a) any  payment or  prepayment  (pursuant  to  Section  2.09,
         Section 2.10,  Section 8.02 or  otherwise)  of a Euro-Dollar  Loan on a
         date other than the last day of an Interest Period for such Euro-Dollar
         Loan;

                  (b)      any failure  by the Borrower to  prepay a Euro-Dollar
         Loan on the date for  such prepayment specified in  the relevant notice
         of prepayment hereunder; or

                  (c) any failure by the Borrower to borrow a  Euro-Dollar  Loan
         on the date for the  Euro-Dollar  Borrowing  of which such  Euro-Dollar
         Loan  is a  part  specified  in  the  applicable  Notice  of  Borrowing
         delivered pursuant to Section 2.02;

such compensation to include, without limitation, an amount equal to the excess,
if any, of (x) the amount of interest  which would have accrued on the amount so
paid or prepaid or not prepaid or borrowed  for the period from the date of such
payment,  prepayment  or failure to prepay or borrow to the last day of the then
current  Interest Period for such Euro-Dollar Loan (or, in the case of a failure
to prepay or borrow,  the Interest Period for such  Euro-Dollar Loan which would
have  commenced  on the  date  of such  failure  to  prepay  or  borrow)  at the
applicable rate of interest for such  Euro-Dollar  Loan provided for herein over
(y) the amount of interest  (as  reasonably  determined  by such Bank) such Bank
would have paid on (i) deposits in Dollars of  comparable  amounts  having terms
comparable  to  such  period  placed  with it by  leading  banks  in the  London
interbank market.


                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION  9.01.  Notices.  All  notices,   requests  and  other
communications to any party hereunder shall be in writing  (including  facsimile
transmission or similar writing) and shall be given to such party at its address
or telecopy number set forth on the signature pages hereof or such other address

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or telecopy number as such party may hereafter specify for the purpose by notice
to each other party. Each such notice,  request or other  communication shall be
effective (i) if given by  telecopier,  when such telecopy is transmitted to the
telecopy number  specified in this Section and the telecopy  machine used by the
sender  provides  a  written   confirmation  that  such  telecopy  has  been  so
transmitted  or receipt of such telecopy  transmission  is otherwise  confirmed,
(ii) if given by mail,  72 hours after such  communication  is  deposited in the
mails with first class postage  prepaid,  addressed as  aforesaid,  and (iii) if
given by any other  means,  when  delivered  at the  address  specified  in this
Section;  provided  that  notices to the Agent under  Article II or Article VIII
shall not be effective until received.

                  SECTION 9.02. No Waivers.  No failure or delay by the Agent or
any Bank in exercising any right, power or privilege hereunder or under any Note
or other Loan Document shall operate as a waiver thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided  shall be  cumulative  and not  exclusive  of any  rights  or  remedies
provided by law.

                  SECTION 9.03.  Expenses;  Documentary Taxes;  Indemnification.
(a) The  Borrower  shall  pay  (i)  all  out-of-pocket  expenses  of the  Agent,
including reasonable fees and disbursements of special counsel for the Banks and
the Agent,  in connection  with the  preparation of this Agreement and the other
Loan Documents,  any waiver or consent  hereunder or thereunder or any amendment
hereof or thereof or any Default or alleged Default  hereunder or thereunder and
(ii) if a Default occurs,  all  out-of-pocket  expenses incurred by the Agent or
any Bank,  including fees and disbursements of counsel,  in connection with such
Default and collection and other enforcement  proceedings  resulting  therefrom,
including  out-of-pocket  expenses  incurred in enforcing this Agreement and the
other Loan Documents.


                  (b) The  Borrower  shall  indemnify  the  Agent  and each Bank
against any transfer taxes,  documentary  taxes,  assessments or charges made by
any Authority by reason of the  execution and delivery of this  Agreement or the
other Loan Documents.

                  (c) The Borrower shall indemnify the Agent, the Banks and each
Affiliate thereof and their respective directors, officers, employees and agents
from, and hold each of them harmless against,  any and all losses,  liabilities,
claims or  damages  to which any of them may  become  subject,  insofar  as such
losses, liabilities, claims or damages arise out of or result from any actual or
proposed use by the  Borrower of the proceeds of any  extension of credit by any
Bank  hereunder  or breach by the  Borrower of this  Agreement or any other Loan
Document or from investigation,  litigation (including,  without limitation, any
actions taken by the Agent or any of the Banks to enforce this  Agreement or any
of the other Loan Documents) or other proceeding (including, without limitation,
any threatened  investigation or proceeding) relating to the foregoing,  and the
Borrower shall reimburse the Agent and each Bank, and each Affiliate thereof and
their respective directors,  officers, employees and agents, upon demand for any
expenses (including, without limitation, legal fees) incurred in connection with
any  such   investigation   or  proceeding;   but  excluding  any  such  losses,
liabilities,  claims,  damages  or  expenses  incurred  by  reason  of the gross
negligence or willful misconduct of the Person to be indemnified.

     SECTION 9.04. Setoffs;  Sharing of Set-Offs. (a) The Borrower hereby grants
to each Bank, as security for the full and punctual  payment and  performance of
the obligations of the Borrower

                                     - 39 -
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<PAGE>



under this Agreement, a continuing lien on and security interest in all deposits
and other sums  credited by or due from such Bank to the  Borrower or subject to
withdrawal by the Borrower;  and regardless of the adequacy of any collateral or
other means of  obtaining  repayment of such  obligations,  each Bank may at any
time upon or after the occurrence of any Event of Default, and without notice to
the  Borrower,  set off the whole or any  portion or portions of any or all such
deposits  and other  sums  against  such  obligations,  whether or not any other
Person or Persons could also withdraw money therefrom.

                  (b) Each Bank agrees that if it shall, by exercising any right
of set-off or counterclaim or otherwise,  receive payment of a proportion of the
aggregate  amount of principal and interest owing with respect to the Notes held
by it which is greater than the proportion received by any other Bank in respect
of the aggregate  amount of all principal and interest owing with respect to the
Note held by such other Bank, the Bank receiving  such  proportionately  greater
payment shall purchase such  participations in the Notes held by the other Banks
owing to such other Banks,  and/or such other  adjustments shall be made, as may
be required so that all such  payments of principal and interest with respect to
the Note  held by the Banks  owing to such  other  Banks  shall be shared by the
Banks pro rata; provided that (i) nothing in this Section shall impair the right
of any Bank to exercise any right of set-off or  counterclaim it may have and to
apply the amount subject to such exercise to the payment of  indebtedness of the
Borrower  other than its  indebtedness  under the Notes,  and (ii) if all or any
portion of such payment received by the purchasing Bank is thereafter  recovered
from such purchasing Bank, such purchase from each other Bank shall be rescinded
and such other Bank shall repay to the  purchasing  Bank the  purchase  price of
such  participation to the extent of such recovery together with an amount equal
to such other Bank's  ratable  share  (according  to the  proportion  of (x) the
amount of such  other  Bank's  required  repayment  to (y) the  total  amount so
recovered  from the  purchasing  Bank) of any  interest or other  amount paid or
payable by the purchasing Bank in respect of the total amount so recovered.  The
Borrower agrees, to the fullest extent it may effectively do so under applicable
law,  that any holder of a  participation  in a Note,  whether  or not  acquired
pursuant  to the  foregoing  arrangements,  may  exercise  rights of  set-off or
counterclaim and other rights with respect to such  participation as fully as if
such holder of a  participation  were a direct  creditor of the  Borrower in the
amount of such participation.

                  SECTION  9.05.  Amendments  and Waivers.  (a) Any provision of
this  Agreement,  the Notes or any other Loan Documents may be amended or waived
if, but only if,  such  amendment  or waiver is in writing  and is signed by the
Borrower and the Required  Banks (and,  if the rights or duties of the Agent are
affected  thereby,  by the Agent);  provided  that no such  amendment  or waiver
shall,  unless signed by all the Banks, (i) change the Commitment of any Bank or
subject any Bank to any additional  obligation,  (ii) change the principal of or
rate of interest on any Loan or any fees hereunder,  (iii) change the date fixed
for any payment of principal  of or interest on any Loan or any fees  hereunder,
(iv) change the amount of principal,  interest or fees due on any date fixed for
the payment  thereof,  (v) change the  percentage of the  Commitments  or of the
aggregate  unpaid  principal  amount of the Notes,  or the  percentage of Banks,
which  shall be required  for the Banks or any of them to take any action  under
this Section or any other provision of this Agreement, (vi) change the manner of
application  of any  payments  made under  this  Agreement  or the Notes,  (vii)
release or substitute  all or any  substantial  part of the  collateral (if any)
held as security for the Loans,  or (viii) release any guaranty given to support
payment of the Loans.


                                     - 40 -
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                  (b) The Borrower will not solicit, request or negotiate for or
with respect to any proposed  waiver or  amendment of any of the  provisions  of
this  Agreement  unless each Bank shall be informed  thereof by the Borrower and
shall be afforded an opportunity  of considering  the same and shall be supplied
by the Borrower  with  sufficient  information  to enable it to make an informed
decision with respect thereto. Executed or true and correct copies of any waiver
or consent  effected  pursuant  to the  provisions  of this  Agreement  shall be
delivered by the Borrower to each Bank forthwith following the date on which the
same shall have been  executed and  delivered  by the  requisite  percentage  of
Banks.  The Borrower will not,  directly or indirectly,  pay or cause to be paid
any remuneration,  whether by way of supplemental or additional interest, fee or
otherwise,  to any Bank (in its capacity as such) as consideration  for or as an
inducement  to the entering  into by such Bank of any waiver or amendment of any
of the terms and  provisions  of this  Agreement  unless  such  remuneration  is
concurrently paid, on the same terms, ratably to all such Banks.

                  SECTION  9.06.  Margin  Stock  Collateral.  Each of the  Banks
represents  to the Agent and each of the other  Banks  that it in good  faith is
not, directly or indirectly (by negative pledge or otherwise),  relying upon any
Margin  Stock as  collateral  in the  extension  or  maintenance  of the  credit
provided for in this Agreement.

                  SECTION 9.07.  Successors  and Assigns.  (a) The provisions of
this  Agreement  shall be binding  upon and inure to the  benefit of the parties
hereto and their respective  successors and assigns;  provided that the Borrower
may not assign or otherwise transfer any of its rights under this Agreement.

                  (b) Upon the prior  consent  of the  Borrower  (which  consent
shall  not be  unreasonably  withheld),  any Bank may at any time sell to one or
more Persons (each a "Participant") participating interests in any Loan owing to
such Bank,  any Note held by such Bank,  any  Commitment  hereunder or any other
interest  of such Bank  hereunder.  In the event of any such sale by a Bank of a
participating  interest to a  Participant,  such Bank's  obligations  under this
Agreement shall remain unchanged,  such Bank shall remain solely responsible for
the performance thereof,  such Bank shall remain the holder of any such Note for
all purposes under this Agreement, and the Borrower and the Agent shall continue
to deal solely and directly with such Bank in connection with such Bank's rights
and  obligations  under this  Agreement.  In no event  shall a Bank that sells a
participation be obligated to the Participant to take or refrain from taking any
action  hereunder  except  that such Bank may agree that it will not  (except as
provided below), without the consent of the Participant, agree to (i) the change
of any date fixed for the  payment of  principal  of or  interest on the related
Loan or Loans, (ii) the change of the amount of any principal,  interest or fees
due on any date fixed for the payment  thereof  with respect to the related Loan
or Loans,  (iii) the change of the principal of the related Loan or Loans,  (iv)
any change in the rate at which  either  interest is payable  thereon or (if the
Participant is entitled to any part thereof) commitment fee is payable hereunder
from the rate at which the  Participant  is  entitled  to  receive  interest  or
commitment  fee (as the case may be) in respect of such  participation,  (v) the
release or  substitution  of all or any  substantial  part of the collateral (if
any) held as security for the Loans,  or (vi) the release of any guaranty  given
to support payment of the Loans.  Each Bank selling a participating  interest in
any Loan, Note,  Commitment or other interest under this Agreement shall, within
10 Domestic Business Days of such sale,  provide the Borrower and the Agent with
written  notification  stating that such sale has occurred and  identifying  the
Participant and the interest purchased by such Participant. The

                                     - 41 -
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<PAGE>



Borrower  agrees that each  Participant  shall be  entitled  to the  benefits of
Article VIII with respect to its participation in Loans outstanding from time to
time.

                  (c) Any Bank may at any time  assign  to one or more  banks or
financial institutions (each an "Assignee") all, or a proportionate part of all,
of its rights and obligations under this Agreement, the Notes and the other Loan
Documents,  and such  Assignee  shall  assume all such  rights and  obligations,
pursuant to an Assignment and Acceptance in the form attached  hereto as Exhibit
G, executed by such Assignee,  such  transferor  Bank and the Agent (and, in the
case of an Assignee  that is not then a Bank or an Affiliate  of a Bank,  by the
Borrower);  provided that (i) no interest may be sold by a Bank pursuant to this
paragraph  (c) unless the  Assignee  shall  agree to assume  ratably  equivalent
portions of the transferor Bank's Commitment,  (ii) the amount of the Commitment
of the assigning Bank subject to such assignment (determined as of the effective
date of the assignment)  shall be equal to $2,500,000 (or any larger multiple of
$500,000),  (iii) if no  Default  shall  have  occurred  and be  continuing,  no
interest may be sold by a Bank  pursuant to this  paragraph  (c) to any Assignee
that is not then a Bank or an  Affiliate  of a Bank  without  the consent of the
Borrower,  which consent shall not be unreasonably  withheld and (iv) a Bank may
not have more than two direct Assignees that are not then Banks at any one time.
Upon (A) execution of the  Assignment and  Acceptance by such  transferor  Bank,
such Assignee,  the Agent and (if applicable)  the Borrower,  (B) delivery of an
executed copy of the  Assignment  and  Acceptance to the Borrower and the Agent,
(C) payment by such Assignee to such  transferor  Bank of an amount equal to the
purchase price agreed between such  transferor  Bank and such Assignee,  and (D)
payment  of a  processing  and  recordation  fee of  $2,500 to the  Agent,  such
Assignee shall for all purposes be a Bank party to this Agreement and shall have
all the  rights and  obligations  of a Bank  under  this  Agreement  (including,
without limitation,  the rights of a Bank under Section 2.03) to the same extent
as if it were an original  party hereto with a  Commitment  as set forth in such
instrument of  assumption,  and the  transferor  Bank shall be released from its
obligations  hereunder  to a  corresponding  extent,  and no further  consent or
action  by the  Borrower,  the Banks or the Agent  shall be  required.  Upon the
consummation of any transfer to an Assignee  pursuant to this paragraph (c), the
transferor Bank, the Agent and the Borrower shall make appropriate  arrangements
so that,  if  required,  a new Note is issued to each of such  Assignee and such
transferor Bank.

                  (d) Subject to the  provisions of Section  9.08,  the Borrower
authorizes  each  Bank  to  disclose  to  any  Participant,  Assignee  or  other
transferee  (each a  "Transferee")  and any  prospective  Transferee any and all
financial  and  other  information  in such  Bank's  possession  concerning  the
Borrower which has been delivered to such Bank by the Borrower  pursuant to this
Agreement or which has been delivered to such Bank by the Borrower in connection
with such Bank's credit evaluation prior to entering into this Agreement.

                  (e) No  Transferee  shall be  entitled  to receive any greater
payment under Section 8.03 than the transferor  Bank would have been entitled to
receive with  respect to the rights  transferred,  unless such  transfer is made
with the  Borrower's  prior  written  consent or by reason of the  provisions of
Section 8.02 or 8.03 requiring such Bank to designate a different Lending Office
under certain  circumstances or at a time when the circumstances  giving rise to
such greater payment did not exist.

                  (f)   Anything   in  this   Section   9.07  to  the   contrary
notwithstanding,  any Bank may assign and pledge all or any portion of the Loans
and/or obligations owing to it to any Federal Reserve Bank

                                     - 42 -
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<PAGE>



or the United States Treasury as collateral security pursuant to Regulation A of
the Board of  Governors of the Federal  Reserve  System and  Operating  Circular
issued by such Federal  Reserve  Bank,  provided  that any payment in respect of
such  assigned  Loans and/or  obligations  made by the Borrower to the assigning
and/or  pledging  Bank in  accordance  with the  terms of this  Agreement  shall
satisfy the Borrower's  obligations  hereunder in respect of such assigned Loans
and/or  obligations  to the extent of such  payment.  No such  assignment  shall
release the assigning and/or pledging Bank from its obligations hereunder.

                  SECTION  9.08.  Confidentiality.  Each Bank agrees to exercise
reasonable  efforts to keep any  information  delivered or made available by the
Borrower  to it which  is  clearly  indicated  to be  confidential  information,
confidential  from anyone other than  persons  employed or retained by such Bank
who are or are expected to become engaged in evaluating,  approving, structuring
or administering the Loans; provided, however, that nothing herein shall prevent
any Bank from disclosing  such  information (i) to any other Bank, (ii) upon the
order of any court or administrative agency, (iii) upon the request or demand of
any regulatory  agency or authority  having  jurisdiction  over such Bank,  (iv)
which has been  publicly  disclosed,  (v) to the extent  reasonably  required in
connection with any litigation to which the Agent,  any Bank or their respective
Affiliates may be a party, (vi) to the extent reasonably  required in connection
with the exercise of any remedy  hereunder,  (vii) to such Bank's legal  counsel
and  independent  auditors  and  (viii) to any actual or  proposed  Participant,
Assignee or other  Transferee of all or part of its rights  hereunder  which has
agreed in writing to be bound by the provisions of this Section 9.08.

                  SECTION  9.09.  Representation  by  Banks.  Each  Bank  hereby
represents that it is a commercial  lender or financial  institution which makes
loans in the  ordinary  course of its  business  and that it will make its Loans
hereunder for its own account in the ordinary course of such business; provided,
however,  that,  subject to Section 9.07,  the  disposition of the Note or Notes
held by that Bank shall at all times be within its exclusive control.

                  SECTION 9.10.  Obligations  Several.  The  obligations of each
Bank hereunder are several, and no Bank shall be responsible for the obligations
or commitment of any other Bank hereunder.  Nothing  contained in this Agreement
and no action taken by the Banks  pursuant  hereto shall be deemed to constitute
the Banks to be a partnership, an association, a joint venture or any other kind
of entity.  The amounts  payable at any time  hereunder  to each Bank shall be a
separate and  independent  debt,  and each Bank shall be entitled to protect and
enforce its rights  arising out of this Agreement or any other Loan Document and
it shall not be necessary for any other Bank to be joined as an additional party
in any proceeding for such purpose.

                  SECTION  9.11.  Survival  of  Certain  Obligations.   Sections
8.03(a), 8.03(b), 8.05 and 9.03, and the obligations of the Borrower thereunder,
shall  survive,  and  shall  continue  to be  enforceable  notwithstanding,  the
termination of this Agreement and the Commitments and the payment in full of the
principal of and interest on all Loans.

     SECTION 9.12.  Georgia Law. This Agreement and each Note shall be construed
in accordance with and governed by the law of the State of Georgia.


                                     - 43 -
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<PAGE>



                  SECTION  9.13.  Severability.  In case  any one or more of the
provisions  contained  in this  Agreement,  the Notes or any of the  other  Loan
Documents  should be  invalid,  illegal or  unenforceable  in any  respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein and therein  shall not in any way be  affected  or  impaired  thereby and
shall be enforced to the greatest extent permitted by law.

                  SECTION  9.14.  Interest.  In no event  shall  the  amount  of
interest due or payable  hereunder or under the Notes exceed the maximum rate of
interest  allowed  by  applicable  law,  and in the  event any such  payment  is
inadvertently made to any Bank by the Borrower or inadvertently  received by any
Bank,  then such excess sum shall be credited as a payment of principal,  unless
the  Borrower  shall  notify  such Bank in  writing  that it elects to have such
excess sum returned forthwith. It is the express intent hereof that the Borrower
not pay and  the  Banks  not  receive,  directly  or  indirectly  in any  manner
whatsoever, interest in excess of that which may legally be paid by the Borrower
under applicable law.

                  SECTION 9.15.  Interpretation.  No provision of this Agreement
or any of the other Loan Documents shall be construed  against or interpreted to
the  disadvantage  of any party  hereto by any  court or other  governmental  or
judicial  authority  by reason  of such  party  having  or being  deemed to have
structured or dictated such provision.

                  SECTION  9.16.  Consent  to  Jurisdiction.  The  Borrower  (a)
submits to personal jurisdiction in the State of Georgia, the courts thereof and
the United States District Courts sitting  therein,  for the enforcement of this
Agreement,  the Notes and the  other  Loan  Documents,  (b)  waives  any and all
personal  rights  under  the law of any  jurisdiction  to  object  on any  basis
(including, without limitation, inconvenience of forum) to jurisdiction or venue
within  the State of  Georgia  for the  purpose of  litigation  to enforce  this
Agreement, the Notes or the other Loan Documents, and (c) agrees that service of
process  may be made upon it in the manner  prescribed  in Section  9.01 for the
giving of notice to the  Borrower.  Nothing  herein  contained,  however,  shall
prevent the Agent from bringing any action or exercising  any rights against any
security  and against  the  Borrower  personally,  and against any assets of the
Borrower, within any other state or jurisdiction.

                  SECTION 9.17.  Counterparts.  This  Agreement may be signed in
any number of  counterparts,  each of which shall be an original,  with the same
effect as if the signatures thereto and hereto were upon the same instrument.



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                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement  to be duly  executed,  under  seal,  by their  respective  authorized
officers as of the day and year first above written.

                                            BLESSINGS CORPORATION


                       By: _________________________(SEAL)
                                     Title:

                          200 Enterprise Drive
                          Newport News, Virginia 23603
                          Attention: James P. Luke, Executive Vice President
                          Telecopy number:           (804) 887-9242
                          Telephone number:          (804) 887-2100

                          WACHOVIA BANK OF GEORGIA, N.A., as Agent

                      By: __________________________(SEAL)
                            Title: Vice President

                         Wachovia Bank of Georgia, N.A.
                           191 Peachtree Street, N.E.
                           Atlanta, Georgia 30303-1757
                           Attention: Manager - Loan Syndications
                         Telecopy number: (404) 332-4005
                        Telephone number: (404) 332-4251


                                     - 45 -
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<PAGE>




COMMITMENTS

$16,500,000           WACHOVIA BANK OF NORTH CAROLINA, N.A.



                      By: ___________________________(SEAL)
                            Title: Vice President


                                 Lending Office
                                 Wachovia Bank of North Carolina, N.A.
                                 301 North Main Street
                                 Winston-Salem, North Carolina 27150
                                 Attention: Southeast Corporate Banking Group
                                 Telecopy number: (910) 761-6458
                                 Telephone number: (910) 770-7235


                                     - 46 -
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<PAGE>




$8,500,000               FIRST FIDELITY BANK, N. A. (SEAL)



                         By: ___________________________
                                     Title:


                            Lending Office
                            1889 Highway 27
                            Edison, New Jersey 08817
                         Attention: Kimberly S. Logsdon
                         Telecopy number: (908) 985-4651
                        Telephone number: (908) 819-4122


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

TOTAL COMMITMENTS:
$ 25,000,000

                                     - 47 -
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<PAGE>



                                  SCHEDULE 4.08

                              Existing Subsidiaries

Name of Subsidiary                             Jurisdiction of Incorporation

Edison Plastics International, Inc.            Delaware

Edison Exports, Inc., FSC Limited              Jamaica

ASPEN Industrial, S.A. de C.V.                 Mexico

Nacional de Envases Plasticos,
         S.A. de C.V. (NEPSA)                  Mexico

                                      - 1 -
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<PAGE>



                                    EXHIBIT A

                                      NOTE

$____________                       Atlanta, Georgia
                                                             October 25, 1995

     For value received,  BLESSINGS  CORPORATION,  a Delaware  corporation  (the
"Borrower"), promises to pay to the order of

(the  "Bank"),  for the  account of its Lending  Office,  the  principal  sum of
________________     ______________________________     and    No/100    Dollars
($____________),  or such  lesser  amount as shall  equal the  unpaid  principal
amount of each  Loan made by the Bank to the  Borrower  pursuant  to the  Credit
Agreement  referred to below,  on the dates and in the  amounts  provided in the
Credit Agreement.  The Borrower promises to pay interest on the unpaid principal
amount of this Note on the  dates and at the rate or rates  provided  for in the
Credit  Agreement.  Interest  on any  overdue  principal  of and,  to the extent
permitted by law,  overdue  interest on the  principal  amount hereof shall bear
interest at the Default Rate, as provided for in the Credit Agreement.  All such
payments of principal  and interest  shall be made in lawful money of the United
States in Federal or other immediately available funds at the office of Wachovia
Bank of Georgia,  N.A., 191 Peachtree Street,  N.E., Atlanta,  Georgia 30303, or
such other address as may be specified  from time to time pursuant to the Credit
Agreement.

                  All Loans made by the Bank, the respective maturities thereof,
the interest  rates from time to time  applicable  thereto and all repayments of
the principal  thereof shall be recorded by the Bank in its business  records or
on the schedule attached hereto, and, prior to any transfer hereof,  endorsed by
the Bank on the schedule  attached hereto, or on a continuation of such schedule
attached  to and made a part  hereof;  provided  that the failure of the Bank to
make, or any error of the Bank in making,  any such  recordation  or endorsement
shall not affect the  obligations of the Borrower  hereunder or under the Credit
Agreement.

                  This  note  is one  of the  Notes  referred  to in the  Credit
Agreement  dated as of October 25, 1995 among the Borrower,  the banks listed on
the signature  pages thereof and their  successors and assigns and Wachovia Bank
of Georgia,  N.A., as Agent (as the same may be amended or modified from time to
time, the "Credit  Agreement").  Terms defined in the Credit  Agreement are used
herein with the same  meanings.  Reference is made to the Credit  Agreement  for
provisions for the prepayment and the repayment  hereof and the  acceleration of
the maturity hereof.

                  The  Borrower  hereby  waives  presentment,  demand,  protest,
notice of demand,  protest and nonpayment  and any other notice  required by law
relative hereto, except to the extent as otherwise may be expressly provided for
in the Credit Agreement.

                  The  Borrower  agrees,  in the  event  that  this  note or any
portion  hereof is  collected  by law or through an  attorney at law, to pay all
reasonable  costs  of  collection,  including,  without  limitation,  reasonable
attorneys' fees.



                                      - 1 -
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<PAGE>



                  IN WITNESS  WHEREOF,  the  Borrower has caused this Note to be
duly executed under seal, by its duly authorized  officer as of the day and year
first above written.

                       BLESSINGS CORPORATION


                       By: ______________________________
                                     Title:

                                      - 2 -
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<PAGE>



                                  Note (cont'd)
                         LOANS AND PAYMENTS OF PRINCIPAL
--------------------------------------------------------------------------------

        Type        Amount     Amount of
        of          Interest   of          Principal    Maturity     Notation
Date    Loan1       Rate       Loan        Repaid       Date         Made By
----    -----       -------    ------      ---------    --------     --------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

--------------------------------------------------------------------------------
     1   i.e., a Base Rate or Euro-Dollar Loan.
                                      - 3 -
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<PAGE>



                                    EXHIBIT B


                                   OPINION OF
                            COUNSEL FOR THE BORROWER


           [Dated as provided in Section 3.01 of the Credit Agreement]

To the Banks and the Agent
  Referred to Below
c/o Wachovia Bank of Georgia, N.A.,
  as Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303

Dear Sirs:

              We have acted as counsel  for  Blessings  Corporation,  a Delaware
corporation  (the  "Borrower")  in  connection  with the Credit  Agreement  (the
"Credit  Agreement") dated as of October 25, 1995 among the Borrower,  the banks
listed on the signature  pages  thereof and Wachovia  Bank of Georgia,  N.A., as
Agent.

              We have  examined  originals  or copies,  certified  or  otherwise
identified  to  our  satisfaction,   of  such  documents,   corporate   records,
certificates of public  officials and other  instruments and have conducted such
other  investigations  of fact and law as we have deemed  necessary or advisable
for purposes of this  opinion.  We have assumed for purposes of our opinions set
forth below that the execution and delivery of the Credit Agreement by each Bank
and by the Agent have been duly  authorized by each Bank and by the Agent. As to
questions of fact relating to the Borrower  material to such  opinions,  we have
relied upon representations of appropriate officers of the Borrower.

              Upon the basis of the foregoing, we are of the opinion that:

              1.  The  Borrower  is a  corporation  duly  incorporated,  validly
existing and in good  standing  under the laws of Delaware and has all corporate
powers required to carry on its business as now conducted.

              2. The execution,  delivery and performance by the Borrower of the
Credit Agreement and the Notes (i) are within the Borrower's  corporate  powers,
(ii) have been duly authorized by all necessary corporate action,  (iii) require
no action by or in respect of, or filing with, any governmental  body, agency or
official,  (iv) do not contravene,  or constitute a default under, any provision
of applicable  law or  regulation  or of the  certificate  of  incorporation  or
by-laws of the Borrower or of any agreement, judgment, injunction, order, decree
or other  instrument which to our knowledge is binding upon the Borrower and (v)
to our knowledge,  except as provided in the Credit Agreement,  do not result in
the  creation or  imposition  of any Lien on any asset of the Borrower or any of
its Subsidiaries.

              3. The Credit Agreement  constitutes a valid and binding agreement
of the Borrower,  enforceable against the Borrower in accordance with its terms,
and  the  Notes  constitute  valid  and  binding  obligations  of the  Borrower,
enforceable  in  accordance  with  their  respective   terms,   except  as  such
enforceability may

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     be limited by: (i)  bankruptcy,  insolvency  or similar laws  affecting the
enforcement  of  creditors'  rights  generally  and (ii) general  principles  of
equity.

              4. To our  knowledge,  there  is no  action,  suit  or  proceeding
pending,  or  threatened,  against  or  affecting  the  Borrower  or  any of its
Subsidiaries  before any court or arbitrator or any governmental body, agency or
official in which there is a reasonable possibility of an adverse decision which
could materially adversely affect the business,  consolidated financial position
or  consolidated  results of  operations  of the Borrower  and its  Consolidated
Subsidiaries,  considered  as a  whole,  or which in any  manner  questions  the
validity or enforceability of the Credit Agreement or any Note.

              5.  Each of the  Borrower's  Subsidiaries  is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction  of  incorporation,  and has all corporate  powers and all material
governmental licenses, authorizations,  consents and approvals required to carry
on its business as now conducted.

              6.  Neither   the  Borrower  nor any  of  its  Subsidiaries  is an
"investment company" within the meaning of  the  Investment Company Act of 1940,
as amended.

              7. Neither the Borrower nor any of its  Subsidiaries is a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company", as such
terms are defined in the Public Utility Holding Company Act of 1935, as amended.

              We are qualified to practice in the  Commonwealth  of Virginia and
do not  purport  to be  experts  on any laws  other  than the laws of the United
States  and the  Commonwealth  of  Virginia  and with  respect  to the  opinions
contained in paragraph 1, the corporate laws of the State of Delaware,  and this
opinion is rendered only with respect to such laws. We have made no  independent
investigation of the laws of any other jurisdiction.

              We express no opinion as to the laws of any  jurisdiction  wherein
any Bank may be located  which limits rates of interest  which may be charged or
collected  by  such  Bank  other  than  in  paragraph  3  with  respect  to  the
Commonwealth of Virginia.

              This  opinion  is  delivered  to  you  in   connection   with  the
transaction referenced above and may only be relied upon by you or any Assignee,
Participant or other  Transferee under the Credit  Agreement,  without our prior
written consent.

                                            Very truly yours,

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                                    EXHIBIT C


                                   OPINION OF
             WOMBLE CARLYLE SANDRIDGE & RICE, PLLC, SPECIAL COUNSEL
                                  FOR THE AGENT



           [Date as provided in Section 3.01 of the Credit Agreement]

To the Banks and the Agent
  Referred to Below
c/o Wachovia Bank of Georgia, N.A.,
  as Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757

Dear Sirs:

              We have  participated in the  preparation of the Credit  Agreement
(the  "Credit   Agreement")  dated  as  of  October  25,  1995  among  Blessings
Corporation,  a Delaware  corporation (the "Borrower"),  the banks listed on the
signature  pages thereof (the  "Banks") and Wachovia  Bank of Georgia,  N.A., as
Agent (the  "Agent"),  and have acted as special  counsel  for the Agent for the
purpose of  rendering  this  opinion  pursuant to Section  3.01(d) of the Credit
Agreement.  Terms  defined in the Credit  Agreement  are used  herein as therein
defined.

              This opinion letter is limited by, and is in accordance  with, the
January  1, 1992  edition  of the  Interpretive  Standards  applicable  to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion
Committee of the  Corporate  and Banking Law Section of the State Bar of Georgia
which Interpretive Standards are incorporated herein by this reference.

              We have  examined  originals  or copies,  certified  or  otherwise
identified  to  our  satisfaction,   of  such  documents,   corporate   records,
certificates of public  officials and other  instruments and have conducted such
other  investigations  of fact and law as we have deemed  necessary or advisable
for purposes of this opinion.

              Upon  the  basis  of  the   foregoing,   and   assuming   the  due
authorization,  execution  and delivery of the Credit  Agreement and each of the
Notes by or on behalf of the  Borrower,  we are of the  opinion  that the Credit
Agreement  constitutes  a valid and binding  agreement  of the Borrower and each
Note  constitutes  valid and binding  obligations of the Borrower,  in each case
enforceable  in  accordance  with its terms  except as:  (i) the  enforceability
thereof may be affected by bankruptcy,  insolvency,  reorganization,  fraudulent
conveyance,  voidable  preference,  moratorium  or similar  laws  applicable  to
creditors'  rights or the  collection of debtors'  obligations  generally;  (ii)
rights of acceleration and the availability of equitable remedies may be limited
by equitable principles of general  applicability;  and (iii) the enforceability
of certain of the remedial,  waiver and other provisions of the Credit Agreement
and the  Notes  may be  further  limited  by the laws of the  State of  Georgia;
provided, however, such additional laws do not, in our opinion, substantially

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interfere with the practical realization of the benefits expressed in the Credit
Agreement and the Notes, except for the economic  consequences of any procedural
delay which may result from such laws.

              In giving the foregoing  opinion,  we express no opinion as to the
effect (if any) of any law of any jurisdiction  except the State of Georgia.  We
express no opinion as to the effect of the  compliance or  noncompliance  of the
Agent  or any of the  Banks  with  any  state  or  federal  laws or  regulations
applicable to the Agent or any of the Banks by reason of the legal or regulatory
status or the nature of the business of the Agent or any of the Banks.

              This  opinion  is  delivered  to  you  in   connection   with  the
transaction  referenced  above  and  may  only  be  relied  upon  by you and any
Assignee, Participant or other Transferee under the Credit Agreement without our
prior written consent.

                                            Very truly yours,

                      WOMBLE CARLYLE SANDRIDGE & RICE, PLLC

                         By:____________________________

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                                    EXHIBIT D

                               CLOSING CERTIFICATE
                                       OF
                              BLESSING CORPORATION

              Reference is made to the Credit Agreement (the "Credit Agreement")
dated as of October 25, 1995,  among  Blessings  Corporation  (the  "Borrower"),
Wachovia  Bank of Georgia,  N.A., as Agent and the Banks listed on the signature
pages thereof.  Capitalized terms used herein have the meanings ascribed thereto
in the Credit Agreement.

              Pursuant   to   Section   3.01(e)   of   the   Credit   Agreement,
___________________,  the duly authorized  ____________________ of the Borrower,
hereby  certifies  to the Agent and the Banks that:  (i) no Default has occurred
and is  continuing  on  the  date  hereof;  and  (ii)  the  representations  and
warranties of the Borrower  contained in Article IV of the Credit  Agreement are
true on and as of the date hereof.

              Certified as of the ___ day of October, 1995.


                              BLESSINGS CORPORATION


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

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                                    EXHIBIT E

                              BLESSINGS CORPORATION

                             SECRETARY'S CERTIFICATE

              The  undersigned,  _____________,  _______  Secretary of Blessings
Corporation,  a Delaware  corporation (the "Borrower")  hereby certifies that he
has been duly  elected,  qualified  and is acting in such  capacity and that, as
such, he is familiar with the facts herein  certified and is duly  authorized to
certify the same, and hereby further  certifies,  in connection  with the Credit
Agreement  dated as of October 25,  1995 among the  Borrower,  Wachovia  Bank of
Georgia,  N.A.,  as Agent and the Banks listed on the  signature  pages  thereof
that:

              1. Attached  hereto as Exhibit A is a complete and correct copy of
the Certificate of  Incorporation of the Borrower as in full force and effect on
the date hereof as certified by the Secretary of State of the State of Delaware,
the Borrower's state of incorporation.

              2. Attached  hereto as Exhibit B is a complete and correct copy of
the Bylaws of the Borrower as in full force and effect on the date hereof.

              3. Attached  hereto as Exhibit C is a complete and correct copy of
the  resolutions  duly  adopted by the Board of  Directors  of the  Borrower  on
___________ __, 19__  approving,  and authorizing the execution and delivery of,
the  Credit  Agreement,  the  Notes  (as  such  term is  defined  in the  Credit
Agreement)  and the other Loan  Documents (as such term is defined in the Credit
Agreement)  to which the  Borrower is a party.  Such  resolutions  have not been
repealed or amended and are in full force and effect,  and no other  resolutions
or  consents  have been  adopted by the Board of  Directors  of the  Borrower in
connection therewith.

              4. ____________,  who as  ________________________ of the Borrower
signed the Credit Agreement, the Notes and the other Loan Documents to which the
Borrower is a party, was duly elected,  qualified and acting as such at the time
he signed the Credit Agreement,  the Notes and other Loan Documents to which the
Borrower is a party, and his signature  appearing on the Credit  Agreement,  the
Notes and the other  Loan  Documents  to which  the  Borrower  is a party is his
genuine signature.

              IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand as
of the ____ day of October, 1995.


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

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                                    EXHIBIT F

                         FORM OF COMPLIANCE CERTIFICATE

              Reference is made to the Credit  Agreement dated as of October 25,
1995 (as modified and  supplemented and in effect from time to time, the "Credit
Agreement")  among  Blessings  Corporation,  the Banks from time to time parties
thereto, and Wachovia Bank of Georgia,  N.A., as Agents.  Capitalized terms used
herein shall have the meanings ascribed thereto in the Credit Agreement.

              Pursuant   to   Section   5.01(c)   of   the   Credit    Agreement
____________________,  the  duly  authorized  __________________,  of  Blessings
Corporation,  hereby  certifies to the Agent and the Banks that the  information
contained in the  Compliance  Check List attached  hereto is true,  accurate and
complete as of ____________, 199_, and that no Default is in existence on and as
of the date hereof.

                                  BLESSINGS CORPORATION


                                  By: ___________________________
                                  Title:

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                              COMPLIANCE CHECKLIST
                              Blessings Corporation


                            As of ____________, _____


1.       Minimum Consolidated Tangible Net Worth (Section 5.03).  
         ------------------------------------------------------
         Consolidated Tangible Net

         Worth will at no time be less than  $39,000,000 plus the sum of (i) 50%
         of  the  cumulative  Reported  Net  Income  of  the  Borrower  and  its
         Consolidated  Subsidiaries  during any period  after  December 30, 1995
         (taken as one accounting period),  calculated  quarterly (but excluding
         from such  calculations of Reported Net Income any quarter in which the
         Reported Net Income of the Borrower and its  Consolidated  Subsidiaries
         is negative),  and (ii) 100% of the  cumulative Net Proceeds of Capital
         Stock  received  during any period after  December 30, 1995  calculated
         quarterly.

         A.       Reported Net Income
                           (12/30/95 through __/__/__)         $ __________.__

         B.       Net Proceeds of Capital Stock
                           (12/30/95 through __/__/__)         $ __________.__

         Minimum Consolidated Tangible Net Worth
                  ($39,000,000 + .5(A) + B)                    $ __________.__

         Actual Consolidated Tangible Net Worth
                  as of __/__/___                              $ __________.__

2.       Ratio of Funded Debt to Total Capitalization (Section 5.04).  The ratio
         of Funded Debt to  Total  Capitalization will at all times be less than
         or equal .50 to 1.00.

         A.        Funded Debt for Four Fiscal Quarters Ended
                           __/__/____ (See Schedule 1 attached)$ __________.__
                                           ----------

         B.        Total Capitalization for Four Fiscal Quarters Ended
                           __/__/____ (See Schedule 2 attached)$ __________.__
                                           ----------

         Actual Ratio of A to B                                _______ to 1.00

         Maximum Ratio                                             .50 to 1.00


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3.       Ratio of Funded Debt to EBITDA  (Section  5.05).  As of the end of each
         Fiscal Quarter,  commencing with the Fiscal Quarter ending December 31,
         1995,  the  ratio  of  Funded  Debt on  such  date  to  EBITDA  for the
         immediately preceding 12 months then ended shall not exceed 3.0 to 1.0.

         A.        Funded Debt as of Fiscal Quarter
                   Ended __/__/_____ (See Schedule 1 attached)$ __________.__
                                          ----------

         B.        EBITDA for Four Fiscal Quarters
                   Ended __/__/_____ (See Schedule 3 attached)$ __________.__
                                          ----------

                   Actual Ratio of A to B                        _____ to 1.00

                   Maximum Ratio                                  3.00 to 1.00

4.       Loans or Advances (Section 5.06).  Neither the Borrower nor any of  its
         --------------------------------
         Subsidiaries shall
         make loans or advances to any Person  except:  (i) loans or advances to
         employees  not  exceeding  Two  Million  Dollars  ($2,000,000)  in  the
         aggregate   outstanding   in  the  ordinary   course  of  business  and
         consistently with practices existing on the Closing Date; (ii) deposits
         required by  government  agencies or public  utilities;  (iii) loans or
         advances to Significant  Domestic  Subsidiaries which have executed and
         delivered to the Agent a guaranty  agreement  and  delivered  all other
         documents as required by Section 5.20; and (iv) in addition to loans or
         advances permitted by the foregoing clauses (i) through (iii), loans or
         advances not  exceeding in the  aggregate  at any time  outstanding  an
         amount equal to  $5,000,000;  provided  that after giving effect to the
         making of any loans,  advances  or  deposits  permitted  by clause (i),
         (ii), (iii) or (iv) of this Section, no Default shall have occurred and
         be continuing.

         Outstanding Loans or Advances to employees           $ __________.__

         Outstanding Loans or Advances not permitted by
         clauses (i) through (iii) of Section 5.06            $ __________.__

     5.  Negative  Pledge   (Section   5.08).   Neither  the  Borrower  nor  any
         Consolidated  Subsidiary will create, incur, assume or suffer to exist,
         any Lien or any Asset now owned or hereafter acquired by it, except:

                   ...
                   (j) Liens not otherwise permitted by the foregoing clauses of
         this Section securing Debt (other than indebtedness  represented by the
         Notes) in an aggregate  principal amount at any time outstanding not to
         exceed 10% of Consolidated Tangible Net Worth.

         A.        Consolidated Tangible Net Worth
                   as of __/__/____                            $ __________.__

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         B. Outstanding Principal Amount of Debt secured
            by Liens not permitted by clauses (a) through (i)
            of Section 5.08 as of __/__/_____                  $ __________.__



         C. Maximum permissible Liens not permitted
            by clauses (a) through (i) in Section 5.08 (.10(A))$ __________.__


6.       Guaranty of Significant Domestic Subsidiaries (Section 5.20)

         The  Borrower  shall  cause any  Person  which  becomes  a  Significant
         Domestic  Subsidiary  after the Closing  Date to become a party to, and
         agree to be bound by the terms of, a guaranty  agreement  substantially
         in the form attached as Exhibit I to the Credit Agreement, executed and
         delivered  to the Agent  within  45 days of the last day of the  Fiscal
         Quarter in which such Person became a Significant Domestic Subsidiary.

         A  Subsidiary  is a  Significant  Domestic  Subsidiary  if  it  (i)  is
         organized under the laws of the United States of American or any state,
         territory or possession  thereof or the District of Columbia;  and (ii)
         either (x) has assets which  constitute  more than 10% of  Consolidated
         Total  Assets  at the end of the most  recent  Fiscal  Quarter,  or (y)
         contributed more than 10% of Consolidated  Operating Profits during the
         most  recent  Fiscal  Quarter  and the 3  Fiscal  Quarters  immediately
         preceding such Fiscal Quarter (or, with respect to any Subsidiary which
         existed during the entire  4-Fiscal  Quarter period but was acquired by
         the Borrower during such period, which would have contributed more than
         10% of Consolidated  Operating Profits during such period had it been a
         Subsidiary for the entire period).


         A.  Consolidated Total Assets as of __/__/____       $ __________.__

         B.  Consolidated Operating Profits for Four Fiscal
             Quarters ended __/__/_____                       $ __________.__





                                                    Operating Profits for Four
                                                    Fiscal Quarters ended
                       Assets as of __/__/____      __/__/____ (Guaranty
                      (Guaranty Threshold is equal  Threshold is equal to .10(B)
Domestic Subsidiaries  to .10(A) or $ _______.__)   or $ _______.__)
--------------------- --------------------------    ----------------


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                                   Schedule 1

                                   Funded Debt
               Outstanding Principal Balances As of ___/___/_____


(a)      Debt Under Credit Agreement               $ _________.__

(b)      Other Debt for Borrowed Money or Evidenced by Bonds, Notes, Etc.


                              Interest                       Outstanding
          Obligee               Rate        Maturity           Balance
    ___________________        ____%       __/__/____              $ _______.00
    ___________________        ____%       __/__/____              $ _______.00
    ___________________        ____%       __/__/____              $ _______.00
    ___________________        ____%       __/__/____              $ _______.00
                                                                   ============

                                                     Total       $ _________.__

(c)      Guaranties

                                                              Outstanding
                              Interest                      Balance (Primary
          Obligee               Rate        Maturity             Debt)
    ___________________        ____%       __/__/____          $ _______.00
    ___________________        ____%       __/__/____          $ _______.00
    ___________________        ____%       __/__/____          $ _______.00
    ___________________        ____%       __/__/____          $ _______.00
                                                               ============

                                                     Total  $ __________.__



(d)      Deferred Purchase Price of Property or Services

                              Interest                       Outstanding
          Obligee               Rate        Maturity           Balance
    ___________________        ____%       __/__/____              $ _______.00
    ___________________        ____%       __/__/____              $ _______.00
    ___________________        ____%       __/__/____              $ _______.00
    ___________________        ____%       __/__/____              $ _______.00
                                                                   ============



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                                                     Total     $ __________.__


(e)      Capital Leases

                                               Interest          Outstanding
 Lessor              Equipment         Rate    Maturity          Balance
 ------              ---------         ----    --------          -------
 _________________   ________________  ____%   __/__/____      $ _______.00
 _________________   ________________  ____%   __/__/____      $ _______.00
 _________________   ________________  ____%   __/__/____      $ _______.00
 _________________   ________________  ____%   __/__/____      $ _______.00
                                                               ============


                                                     Total  $ __________.__



(f)      Redeemable Preferred Stock
            (aggregate amount redeemable in respect of
            shares issued and outstanding)

                                                     Total  $ __________.__


(h)      Other Debt (Banker's acceptances, Debt secured by Liens, exposure under
         letters of credit, etc.)

                                            Interest         [Outstanding
    Obligee        Description    Rate      Maturity          Balance]
                                                             [Contingent
                                                              Exposure]
  _______________  _____________  ____%     __/__/____        $ _______.00
  _______________  _____________  ____%     __/__/____        $ _______.00
  _______________  _____________  ____%     __/__/____        $ _______.00
  _______________  _____________  ____%     __/__/____        $ _______.00
                                                              ============

                                                     Total  $ __________.__


         TOTAL FUNDED DEBT
           (sum of (a) through (h), inclusive)              $ __________.__






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                                   Schedule 2

                              Total Capitalization
                                As of __/__/____

(a)      Funded Debt (adjusted according to definition of Total Capitalization)

         (i)       Funded Debt (from Schedule 1)
                   as of ___/___/______                          $ _________.__

         (ii)      Debt under Guaranties (line (c) on Schedule 1)$ _________.__

         (iii)     Debt under letters of credit                  $ _________.__

         (iv)      Debt of others secured by Liens               $ _________.__

         Funded Debt for purposes of Total Capitalization
         (i) - ((ii) + (iii) + (iv))                             $ _________.__

(b)      Net Worth of the Borrower

         (i)       Stockholder's Equity of the Borrower
                   as of __/__/_____                             $ _________.__

         (ii)      Stockholder's Equity of Consolidated
                   Subsidiaries                                   $ ________.__

         Net Worth of the Borrower ((i) - (ii))                   $ ________.__

         Total Capitalization
         as of __/__/_____((a)+(b))                               $ ________.__

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                                   Schedule 3

                                     EBITDA
                      Four Fiscal Quarters ended __/__/____


(a)      Fiscal Quarter Ended __/__/____
                   Net Income                        $ _______.__
                   Interest Expense                  $ _______.__
                   Depreciation                      $ _______.__
                   Taxes                             $ _______.__
                   Amortization                      $ _______.__
                             Total For Quarter                    $_______.__


(b)      Fiscal Quarter Ended __/__/____
                   Net Income                                     $ _______.__
                   Interest Expense                               $ _______.__
                   Depreciation                                   $ _______.__
                   Taxes                                          $ _______.__
                   Amortization                                   $ _______.__
                             Total For Quarter                    $ _______.__

(c)      Fiscal Quarter Ended __/__/____
                   Net Income                                     $ _______.__
                   Interest Expense                               $ _______.__
                   Depreciation                                   $ _______.__
                   Taxes                                          $ _______.__
                   Amortization                                   $ _______.__
                             Total For Quarter                    $ _______.__


(d)      Fiscal Quarter Ended __/__/____
                   Net Income                                     $ _______.__
                   Interest Expense                               $ _______.__
                   Depreciation                                   $ _______.__
                   Taxes                                          $ _______.__
                   Amortization                                   $ _______.__
                             Total For Quarter                    $ _______.__

EBITDA [(a) + (b) + (c) + (d)]                                    $ _______.__


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                                    EXHIBIT G

                            ASSIGNMENT AND ACCEPTANCE
                         Dated ________________ __, ____


                   Reference is made to the Credit Agreement dated as of October
25, 1995 (together with all amendments and  modifications  thereto,  the "Credit
Agreement")   among  Blessings   Corporation,   a  Delaware   corporation   (the
"Borrower"), the Banks (as defined in the Credit Agreement) and Wachovia Bank of
Georgia, N.A., as Agent (the "Agent"). Terms defined in the Credit Agreement are
used herein with the same meaning.

     _____________________________________________________ (the "Assignor") and
_____________________________________________ (the "Assignee") agree as follows:


1. The Assignor  hereby sells and assigns to the Assignee,  without  recourse to
the Assignor, and the Assignee hereby purchases and assumes from the Assignor, a
______%  interest in and to all of the Assignor's  rights and obligations  under
the Credit  Agreement as of the Effective  Date (as defined  below)  (including,
without  limitation,  a ______%  interest (which on the Effective Date hereof is
$_______________) in the Assignor's  Commitment and a ______% interest (which on
the  Effective  Date  hereof  is  $_______________)  in the  Loans  owing to the
Assignor and a ______%  interest in the Note held by the Assignor  (which on the
Effective Date hereof is $__________________)).

                   2. The Assignor (i) makes no  representation  or warranty and
assumes  no  responsibility  with  respect  to  any  statements,  warranties  or
representations  made in or in connection with the Credit  Agreement,  any other
instrument or document  furnished  pursuant thereto or the execution,  legality,
validity,  enforceability,  genuineness,  sufficiency  or  value  of the  Credit
Agreement, any other Loan Document or any other instrument or document furnished
pursuant  thereto,  other than that it is the legal and beneficial  owner of the
interest being assigned by it hereunder, that such interest is free and clear of
any adverse claim and that as of the date hereof its Commitment  (without giving
effect  to  assignments   thereof  which  have  not  yet  become  effective)  is
$_________________ and the aggregate outstanding principal amount of Loans owing
to it (without  giving effect to  assignments  thereof which have not yet become
effective) is  $_________________;  (ii) makes no representation or warranty and
assumes  no  responsibility  with  respect  to the  financial  condition  of the
Borrower  or  the  performance  or  observance  by  the  Borrower  of any of its
obligations  under the Credit  Agreement,  any other Loan  Document or any other
instrument or document furnished  pursuant thereto;  and (iii) attaches the Note
referred to in paragraph 1 above and requests that the Agent  exchange such Note
as follows: [a new Note dated  _______________,  ____ in the principal amount of
_________________ payable to the order of the Assignee] [new Notes as follows: a
Note dated  _________________,  ____ in the principal amount of $_______________
payable to the order of the  Assignor and a Note dated  ______________,  ____ in
the principal amount of $______________ payable to the order of the Assignee].

     3. The  Assignee  (i)  confirms  that it has  received a copy of the Credit
Agreement,  together  with  copies of the  financial  statements  referred to in
Section 4.04(a) thereof (or any more recent
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financial  statements of the Borrower  delivered  pursuant to Section 5.01(a) or
(b)  thereof)  and  such  other  documents  and  information  as it  has  deemed
appropriate  to make its own credit  analysis  and  decision  to enter into this
Assignment and Acceptance;  (ii) agrees that it will,  independently and without
reliance  upon the  Agent,  the  Assignor  or any  other  Bank and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own credit  decisions  in taking or not taking  action under the Credit
Agreement;  (iii)  confirms  that it is a bank or  financial  institution;  (iv)
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under the Credit Agreement as are delegated to the Agent
by the terms  thereof,  together with such powers as are  reasonably  incidental
thereto;  (v) agrees that it will perform in accordance  with their terms all of
the  obligations  which by the terms of the Credit  Agreement are required to be
performed by it as a Bank; (vi) specifies as its Lending Office (and address for
notices) the office set forth  beneath its name on the  signature  pages hereof,
(vii)  represents and warrants that the execution,  delivery and  performance of
this  Assignment and  Acceptance  are within its corporate  powers and have been
duly  authorized by all necessary  corporate  action[,  and (viii)  attaches the
forms prescribed by the Internal Revenue Service of the United States certifying
as to the Assignee's  status for purposes of  determining  exemption from United
States withholding taxes with respect to all payments to be made to the Assignee
under  the  Credit  Agreement  and the  Notes  or such  other  documents  as are
necessary to indicate that all such payments are subject to such taxes at a rate
reduced by an applicable tax treaty].*

     4.  The  Effective  Date  for  this  Assignment  and  Acceptance  shall  be
_______________  (the  "Effective  Date").   Following  the  execution  of  this
Assignment and  Acceptance,  it will be delivered to the Agent for execution and
acceptance by the Agent [and to the Borrower for execution by the Borrower].**
                   5. Upon  such  execution  and  acceptance  by the Agent  [and
execution  by the  Borrower]**,  from and  after  the  Effective  Date,  (i) the
Assignee shall be a party to the Credit  Agreement and, to the extent rights and
obligations have been transferred to it by this Assignment and Acceptance,  have
the rights and  obligations of a Bank thereunder and (ii) the Assignor shall, to
the extent its rights and obligations  have been  transferred to the Assignee by
this Assignment and Acceptance,  relinquish its rights (other than under Section
8.03  and  Section  9.03 of the  Credit  Agreement)  and be  released  from  its
obligations under the Credit Agreement.

                   6. Upon  such  execution  and  acceptance  by the Agent  [and
execution by the Borrower]**, from and after the Effective Date, the Agent shall
make all payments in respect of the interest  assigned  hereby to the  Assignee.
The Assignor and Assignee shall make all appropriate adjustments in payments for
periods prior to such acceptance by the Agent directly between themselves.

--------
     * If the Assignee is organized under the laws of a jurisdiction outside the
United States.
     ** If the  Assignee  is not a Bank or an  Affiliate  of a Bank prior to the
Effective Date, and a Default has not occurred and is continuing.

 A#0003877.05

<PAGE>



     7. This  Assignment and  Acceptance  shall be governed by, and construed in
accordance with, the laws of the State of Georgia.

                   [NAME OF ASSIGNOR]


                   By:____________________________________

                   Title:


                   [NAME OF ASSIGNEE]


                   By:____________________________________

                   Title:


                   Lending Office:

                   [Address]



                   WACHOVIA BANK OF GEORGIA, N.A., as Agent


                   By:____________________________________

                   Title:


                   BLESSINGS CORPORATION*


                   By:____________________________________

                   Title:
--------
     *   If the  Assignee is not a Bank or an  Affiliate  of a Bank prior to the
         Effective Date, and Default has not occurred and is continuing.

A#0003877.05

<PAGE>



                                    EXHIBIT H


                               NOTICE OF BORROWING



                                                 __________, 19__


Wachovia Bank of Georgia, N.A., as Agent
191 Peachtree Street, N.E.
Atlanta, Georgia 30303-1757
Attention:  Manager - Loan Syndications


                   Re:     Credit  Agreement  (as amended and modified from time
                           to time, the "Credit  Agreement") dated as of October
                           25,  1995 by and  among  Blessings  Corporation,  the
                           Banks from time to time parties thereto, and Wachovia
                           Bank of Georgia, N.A., as Agent.

Gentlemen:

                   Unless  otherwise  defined  herein,  capitalized  terms  used
herein shall have the meanings attributable thereto in the Credit Agreement.

                   This  Notice  of  Borrowing  is delivered to  you pursuant to
Section 2.02 of the Credit Agreement.

                   The Borrower hereby  requests a [Euro-Dollar  Borrowing][Base
Rate Borrowing] in the aggregate  principal amount of $___________ to be made on
________,  19__, and for interest to accrue  thereon at the rate  established by
the Credit Agreement for [Euro-Dollar  Loans] [Base Rate Loans]. The duration of
the  Interest  Period with  respect to the  Euro-Dollar  Loans  comprising  such
Euro-Dollar Borrowing shall be [1 month] [2 months] [3 months] [6 months].

                   The  Borrower  has  caused  this  Notice of  Borrowing  to be
executed  and  delivered  by its duly  authorized  officer this ___ day of ____,
199_.


                   BLESSINGS CORPORATION



                   By:______________________

                   Title:

A#0003877.05

<PAGE>



                                    EXHIBIT I

                               GUARANTY AGREEMENT

                   THIS GUARANTY  AGREEMENT (this  "Guaranty") is made as of the
____  day of  _________,  1995,  by the  undersigned  (hereinafter  collectively
referred to as the "Guarantors"  and individually as a "Guarantor"),  to and for
the benefit of WACHOVIA BANK OF GEORGIA, N.A., a national banking association in
its  capacity as Agent (the  "Agent")  for the Banks as defined in that  certain
Credit  Agreement  dated  October  25, 1995  between  Blessings  Corporation,  a
Delaware  corporation  (the  "Borrower"),  the Agent and the Banks (as  amended,
modified or extended  from time to time,  the  "Credit  Agreement")  and for the
benefit of the Banks.  The Banks have agreed to extend credit to the Borrower in
the principal  amount of up to  $25,000,000  upon the terms and  conditions  set
forth in the Credit  Agreement.  As a condition  to extending  such credit,  the
Banks  have  required  that any  Subsidiary  which is or  becomes a  Significant
Domestic  Subsidiary  execute and deliver a guaranty agreement to the Agent. The
undersigned is a Significant Domestic Subsidiary. Capitalized terms used but not
defined herein shall have the respective meanings ascribed thereto in the Credit
Agreement.

                   NOW THEREFORE,  in consideration of the Loans extended by the
Banks to the Borrower  under the Credit  Agreement and for other  consideration,
the receipt and  sufficiency  of which are hereby  acknowledged,  each Guarantor
agrees as follows:

                   1.   Guaranty.   Each   Guarantor   hereby   unconditionally,
absolutely, jointly and severally,  guarantees to the Agent, the Banks and their
successors  and assigns that (a) the Borrower will duly and  punctually  pay and
perform,  at the place specified  therefor,  all  indebtedness,  obligations and
liabilities,  direct or indirect,  matured or  unmatured,  primary or secondary,
certain  or  contingent,  of the  Borrower  to the  Banks  or the  Agent  now or
hereafter owing or incurred pursuant to the Credit Agreement or any of the other
Loan Documents  (including  without  limitation  reasonable  attorneys' fees and
other costs and  expenses  incurred by the Agent or the Banks in  attempting  to
collect or enforce any of the  foregoing  after an Event of Default)  accrued in
each case to the date of payment hereunder (collectively,  the "Obligations" and
individually,  an "Obligation");  and (b) the Borrower will perform in all other
respects its  obligations  under the Loan Documents in accordance with the terms
of the Loan Documents.
                   2.   Guaranty   Absolute.   This  Guaranty  is  an  absolute,
unconditional,  continuing  and  unlimited  guaranty  of the full  and  punctual
payment and  performance  by the  Borrower of the  Obligations  and not of their
collectibility  only and is in no way conditioned  upon any requirement that the
Agent or the Banks  first  attempt to collect  any of the  Obligations  from the
Borrower,  any other Guarantor,  or any other person,  or resort to any security
for the  Obligations or this Guaranty or to other means of obtaining  payment of
any of the  Obligations  which the  Agent or the  Banks now have or may  acquire
after the date hereof, or upon any other contingency  whatsoever,  and the Agent
may proceed hereunder against any Guarantor in the first instance to collect the
Obligations when due, without first proceeding against the Borrower or any other
Person  (including  without  limitation  any other  Guarantor) and without first
resorting to any security or other means of obtaining  payment.  The obligations
of  each  Guarantor  hereunder  are  irrevocable,  absolute  and  unconditional,
irrespective  of  genuineness,  validity,  regularity or  enforceability  of the
Obligations  or any security  given  therefor or in connection  therewith or any
other  circumstance  (except payment to, or express  written waiver,  release or
consent by, the Agent acting pursuant to the provisions of the Credit Agreement)
which might otherwise  constitute a legal or equitable  discharge of a surety or
guarantor.  This  Guaranty  shall be in addition to any other  guaranty or other
security  for the  Obligations,  and it  shall  not be  prejudiced  or  rendered
unenforceable  by the  invalidity  of any such other  guaranty or security.  The
liability of each Guarantor hereunder shall in no way be affected or impaired by
any acceptance by the Agent or the Banks of any direct or indirect security for,
or other guaranties of, the Obligations or any other indebtedness,

                                      -12-
A#0003877.05

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liability or obligations  of the Borrower,  any Guarantor or other Person to the
Agent or the Banks or by any failure, delay, neglect or omission of the Agent or
the  Banks  to  realize  upon or  protect  any  Obligations  or any  such  other
indebtedness,  liability  or  obligation  or  any  notes  or  other  instruments
evidencing  the same or any  direct or  indirect  security  therefor,  or by any
approval,  consent,  waiver or other  action taken or omitted to be taken by the
Agent  or the  Banks.  Upon any  default  by the  Borrower  in the  payment  and
performance of the Obligations (and after the expiration of any applicable grace
period provided in the Loan  Documents),  the liabilities and obligations of the
Guarantors hereunder shall, at the option of the Agent, become forthwith due and
payable to the Agent  without  demand or notice of any nature,  all of which are
expressly waived by each Guarantor.  Payments by the Guarantors, or any of them,
hereunder may be required by the Agent on any number of occasions.

                   3. No Impairment.  Each Guarantor agrees that its obligations
hereunder shall not be impaired,  modified,  changed, released or limited in any
manner whatsoever by any impairment, modification, change, release or limitation
of liability  of the Borrower or any other  Guarantor or its estate by reason of
the commencement of any case, proceeding or other action seeking reorganization,
arrangement, adjustment, liquidation, dissolution or composition of the Borrower
or any other  Guarantor  or its property  under any law relating to  bankruptcy,
insolvency,  reorganization,  relief of  debtors  or  seeking  appointment  of a
receiver,  trustee,  custodian or similar official for the Borrower or any other
Guarantor or for all or part of its property.

                   4.  Guarantors'  Further  Agreement  to Pay.  Each  Guarantor
further agrees to pay to the Agent forthwith upon demand,  in funds  immediately
available  to the  Agent,  all costs and  expenses  (including  court  costs and
reasonable  attorneys'  fees)  incurred  or expended by the Agent or any Bank in
connection with the enforcement of this Guaranty.

                   5.  Termination of Guaranty.  It is the intention hereof that
the  Guarantors  shall remain  liable under this  Guaranty  until (i) all of the
Obligations have been fully paid and performed notwithstanding any act, omission
or thing (except payment to, or express  written waiver,  release or consent by,
the Agent acting pursuant to the provisions of the Credit Agreement) which might
otherwise operate as a legal or equitable discharge of the Guarantors,  and (ii)
the Banks'  obligations to make further advances under the Credit Agreement have
terminated.  Notwithstanding  anything  contained  herein to the contrary,  each
Guarantor agrees that to the extent all or any part of any payment of any of the
Obligations  previously  received by the Agent or the Bank  pursuant to the Loan
Documents or  otherwise  is  subsequently  invalidated,  voided,  declared to be
fraudulent or preferential, set aside, recovered, rescinded or is required to be
retained  by or repaid to a trustee,  receiver,  or any other  Person  under any
bankruptcy  code,  common law, or equitable  cause, or otherwise  required to be
returned  by the  Agent or any  Bank for any  reason,  whether  by court  order,
administrative  order or  settlement,  this Guaranty and the  obligation or part
thereof  intended to be satisfied  shall be revived and reinstated and continued
in full force and effect as to each Guarantor's obligations hereunder,  and each
Guarantor  agrees  that it shall  immediately  pay to the Agent or the Banks the
amount of such payment,  notwithstanding any termination of this Guaranty or any
cancellation of any of the Loan Documents.

                   6.  Security;  Setoff.  In  addition  to all the  rights  and
remedies  available to the Agent and Banks at law, each Guarantor  hereby grants
to the Agent and the Banks,  as security for the full and  punctual  payment and
performance of such Guarantor's  obligations hereunder, a continuing lien on and
security  interest in all  deposits  and other sums  credited by or due from the
Agent or the Banks to such Guarantor or subject to withdrawal by such Guarantor.
Regardless  of the  adequacy  of any  collateral  or other  means  of  obtaining
repayment  of the  Obligations,  the  Agent  and the  Banks  may at any time and
without notice to any Guarantor, set off the whole or any portion or portions of
any or all  deposits  and other  sums  credited  by or due from the Agent or the
Banks to a Guarantor or subject to withdrawal by a Guarantor

                                      -13-
A#0003877.05

<PAGE>



against amounts payable under this Guaranty,  whether or not any other Person or
Persons could also withdraw money therefrom.

                   7. Bank's  Freedom to Deal with  Borrower and Other  Parties.
The  Agent  and the  Banks  shall be at  liberty,  without  giving  notice to or
obtaining the assent of the  Guarantors,  or any of them, and without  relieving
any  Guarantor of any  liability  hereunder,  to deal with the Borrower and with
each other  party who is now, or after the date  hereof  becomes,  liable in any
manner  for  any  of  the  Obligations  (including,   without  limitation,   any
co-guarantor),  in  such  manner  as the  Agent  and the  Banks  in  their  sole
discretion deem fit and to this end each Guarantor hereby gives to the Agent and
the  Banks  full  authority  in their  sole  discretion  to do any or all of the
following  things:  (a) extend  credit,  make loans and afford  other  financial
accommodations to the Borrower or to any such other party at such times, in such
amounts  and on such terms as the Agent or such Bank may  approve,  (b) vary the
terms and grant extensions or renewals of any present or future  indebtedness or
obligation of the Borrower or of any such other party to the Agent or the Banks,
(c) grant extensions of time,  waivers and other indulgences in respect thereof,
(d) vary, exchange,  release or discharge,  wholly or partially,  or delay in or
abstain from perfecting and enforcing any security or guaranty or other means of
obtaining  payment  of any of  the  Obligations  or  any  liability  under  this
Guaranty,  which security or guaranty the Agent or the Banks now have or acquire
after the date hereof,  (e) accept  partial  payments  from the Borrower or such
other party,  (f) release or  discharge,  wholly or  partially,  any endorser or
guarantor,  and (g) compromise or make any settlement or other  arrangement with
the Borrower or any such other party. The Guarantors  acknowledge that under the
terms of the Credit  Agreement,  the  Borrower  may borrow,  repay and  reborrow
proceeds  of the  Loans  from  time to time and that the  outstanding  principal
balance of the Loans may be reduced to zero and thereafter increased.

                   8.      Representations  and  Warranties of Guarantors.  Each
Guarantor represents and warrants that:

                   (a) The execution,  delivery and performance of this Guaranty
(i) are within such Guarantor's corporate powers, (ii) have been duly authorized
by all necessary corporate action,  (iii) require no action by or in respect of,
or  filing  with,  any  governmental  body,  agency  or  official,  (iv)  do not
contravene,  or constitute a default  under,  any provision of applicable law or
regulation or of the certificate of  incorporation  or articles of incorporation
or by-laws of such Guarantor or of any agreement,  judgment,  injunction, order,
decree or other instrument binding upon such Guarantor, and (v) do not result in
the creation or imposition of any Lien on any asset of such Guarantor (except as
provided in Section 6 hereof).

                   (b) This Guaranty  constitutes a valid and binding  agreement
of such  Guarantor  enforceable  in  accordance  with its  terms  except as such
enforceability  may be (i)  limited by any  applicable  bankruptcy,  insolvency,
reorganization,  moratorium  or similar laws  affecting  the  enforceability  of
creditors'  rights  generally,  and (ii) subject to general  legal and equitable
principles of good faith,  fair dealing and equity, as well as considerations of
public policy as the same may be held or deemed to apply.

                   (c)  Such  Guarantor's  guaranty  pursuant  to this  Guaranty
reasonably may be expected to benefit, directly or indirectly, such Guarantor.

                   9. Waivers by Guarantors.  Each Guarantor hereby waives:  (a)
acceptance  or notice of  acceptance of this Guaranty by the Agent or the Banks;
(b) notice of any action  taken or omitted by the Agent or the Banks in reliance
hereon;  (c) any duty on the part of the Agent or the Banks to  disclose  to the
Guarantors,  or any of them,  any facts they may now or hereafter know regarding
the Borrower or any other  Guarantor;  (d) notice of presentment  and demand for
payment or  performance  of any of the  Obligations;  (e)  protest and notice of
dishonor or of default to the Guarantors,  or any of them, or to any other party
with

                                      -14-
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<PAGE>



respect to the payment or performance of the Obligations hereby guaranteed;  (f)
any and all other  notices  whatsoever  from the Agent or the Banks to which the
Guarantors, or any of them, might otherwise be entitled; and (g) any requirement
that the Agent or the Banks be diligent or prompt in making  demands  hereunder,
giving notice of any default by the Borrower or asserting any other right of the
Agent or the Banks  hereunder.  Each Guarantor also irrevocably  waives,  to the
fullest  extent  permitted by law, and agrees not to assert or take advantage of
any and all  defenses  which at any time may be  available  in  respect  of such
Guarantor's  obligations  to the Agent or the Banks  hereunder by virtue of: (i)
the statute of limitations in any action  hereunder or for the collection or the
performance of any of the Obligations;  (ii) the incapacity,  lack of authority,
death or disability of any Guarantor or any other Person,  or the failure of the
Agent or the Banks to file or  enforce a claim  against  the  estate  (either in
administration,  bankruptcy,  or any  other  proceeding)  of the  Borrower,  any
Guarantor  or any other  Person;  (iii) the failure of the Agent or the Banks to
give  notice  of any  action  or  non-action  on the  part of any  other  Person
whomsoever,  in  connection  with any of the  Obligations;  (iv) an  election of
remedies  by the Agent or the Banks  which  destroys  or  otherwise  impairs any
subrogation  rights of the Guarantors,  or any of them, the right of a Guarantor
to proceed against the Borrower for  reimbursement,  or the right of a Guarantor
to seek contribution  from any  co-guarantor,  or all or any combination of such
rights;  (v) the failure of the Agent or the Banks to commence an action against
the Borrower, any Guarantor,  or any other Person; (vi) any homestead exemption,
valuation, stay, moratorium law or other similar law now or hereafter in effect;
(vii) any defense  based on lack of due  diligence  by the Agent or the Banks in
collection,   protection  or  realization  upon  any  collateral   securing  the
Obligations;  (viii) any and all rights the Guarantors,  or any of them, may now
or hereafter  have arising under Section  10-7-24 of the Georgia Code;  (ix) the
amendment of,  supplement to or waiver of any provision of the Credit Agreement,
the Notes or any other  Loan  Documents,  (x) the  failure of any  Guarantor  to
receive  any  benefit  from  or as a  result  of  its  execution,  delivery  and
performance  of this  Guaranty;  and (xi) any other legal or equitable  defenses
whatsoever to which the Guarantors, or any of them, might otherwise be entitled,
except payment in full of the  Obligations or that such  Obligations are not yet
due and payable.

                   10. No Contest  with the Agent or the  Banks.  So long as any
Obligation remains unpaid or undischarged,  no Guarantor will, by paying any sum
recoverable  hereunder (whether or not demanded by the Agent or the Banks) or by
any means or on any other ground, claim any right of subrogation with respect to
any of the Obligations  guaranteed  hereby or to any collateral now or hereafter
granted to secure the  Obligations or claim any setoff or  counterclaim  against
the Borrower in respect of any liability of the  Guarantors,  or any of them, to
the  Borrower  or of the  Borrower  to the  Guarantors,  or any of them,  or, in
proceedings under any federal or state bankruptcy code or insolvency proceedings
of any nature,  proceed in competition with the Agent or the Banks in respect of
payment  hereunder  or be entitled to have the  benefit of any  counterclaim  or
proof of claim or  dividend  or payment by or on behalf of the  Borrower  or the
benefit of any other security for any Obligation  which,  now or hereafter,  the
Agent or the Banks may hold or in which they may have any share.

                   11. Remedies  Cumulative.  Each right,  privilege,  power and
remedy of the Agent and the Banks under this  Guaranty,  the Loan  Documents  or
other agreement or instrument signed by the Borrower or any Guarantors, or under
any other  instrument  of any other party  securing or  guaranteeing  any of the
Obligations or under  applicable laws shall be cumulative and concurrent and the
exercise of any one or more of them shall not preclude the simultaneous or later
exercise by the Agent and the Banks of any or all such other rights, privileges,
powers and remedies.

                   No failure or delay by the Agent or the Banks to exercise any
right, power or privilege hereunder shall operate as a waiver of any such right,
power or privilege nor shall any single or partial exercise of any right,  power
or privilege  preclude  any other or further  exercise  thereof.  The rights and
remedies  herein  provided  are  cumulative  and not  exclusive of any rights or
remedies provided by law.

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                   12.  Demands and  Notices.  All  notices,  requests and other
communications  to the parties  hereunder shall be in writing and shall be given
(i) to a Guarantor  in care of the  Borrower at the address for the Borrower set
forth in the Credit Agreement, and (ii) to the Agent at its address set forth in
the Credit Agreement.  All notices shall be given in the manner specified in the
Credit Agreement.

                   13.  Amendments,  Waiver,  Etc. No provision of this Guaranty
can be changed,  waived or discharged  or terminated  except by an instrument in
writing  signed by the Agent  acting  pursuant to the  provisions  of the Credit
Agreement  and the  Guarantors  and consented to by the Banks as required by the
Credit  Agreement.  No course of dealing or delay or omission on the part of any
party in exercising  any right shall operate as a waiver thereof or otherwise be
prejudicial thereto.

                   14.     Counterparts.  This Guaranty may  be  executed in any
number of counterparts.  Each of the counterparts will be considered an original
and all counterparts constitute but one and the same instrument.

                   15.  Pari Passu  Obligations.  Each  Guarantor  warrants  and
represents that payment obligations and liabilities of such Guarantor under this
Guaranty  shall at all  times  rank pari  passu  with all  other  unsecured  and
unsubordinated   payment  obligations  and  liabilities   (including  contingent
obligations  and  liabilities)  of such  Guarantor  (other  than those which are
mandatorily  preferred  by laws or  regulations  of general  application).  Each
Guarantor  shall  assure that the  representation  set forth  herein is true and
correct at all times.

                   16.  Indemnity.  Each Guarantor agrees to indemnify the Agent
and the Banks against, and hold the Agent and the Banks harmless from, any loss,
cost, charge,  expense (including reasonable attorneys' fees), claims,  demands,
suits,  damages,  penalties,  taxes,  fines, levies and assessments which may be
asserted or imposed against, or suffered or incurred by, the Agent and the Banks
as a direct or indirect result of any representation or warranty of the Borrower
in any of the  Loan  Documents  or of the  Guarantors  herein  being  untrue  or
inaccurate  in any respect or as a direct or  indirect  result of the failure by
the  Borrower or any  Guarantor  to  observe,  perform or comply with any of its
respective  covenants,  undertakings  or  obligations  set  forth  in  the  Loan
Documents or this Guaranty.

                   17.  Maximum  Liability.  Notwithstanding  anything  in  this
Guaranty to the contrary,  the maximum  liability of each  Guarantor  under this
Guaranty shall in no event exceed such  Guarantor's  Maximum  Obligated  Amount.
"Maximum  Obligated Amount" of any Guarantor shall mean the maximum amount which
could be paid out by such Guarantor without rendering this Guaranty, in whole or
in part, void or voidable under applicable law,  including,  without limitation,
(i) the Bankruptcy  Code of 1978, as amended,  and (ii) any applicable  state or
federal law relative to fraudulent conveyances.

                   18. Subordination. In the event that Borrower is now or shall
hereafter become indebted to any Guarantor,  each of the Guarantors  agrees that
the amount of such  indebtedness  and all interest thereon shall at all times be
subordinate  as to lien,  times of payment and in all other respects to all sums
at any time  owing to the  Banks or the Agent  under  the Notes or any  security
therefor  or the  Credit  Agreement,  and that  after an  Event of  Default,  no
Guarantor  shall be  entitled  to enforce or receive  payment on account of such
other  indebtedness  until all sums  owing to the Banks and the Agent  have been
paid.

                   19.     Miscellaneous Provisions.   This Guaranty is intended
     to take effect as a sealed  instrument  to be governed by and  construed in
accordance  with the laws of the State of Georgia (but not  including the choice
of law rules  thereof).  This Guaranty  shall bind the successors and assigns of
each Guarantor and shall inure to the benefit of the Agent and each Bank,  their
successors and assigns. All words
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herein shall be deemed to refer to the singular, plural, masculine,  feminine or
neuter as the  identity  of the Person or entity may  require.  The  descriptive
headings of the several paragraphs of this Guaranty are inserted for convenience
only and do not constitute a part of this Guaranty.

                   IN WITNESS WHEREOF, each Guarantor has executed this Guaranty
under seal as of the day and year first above written.



                           GUARANTOR:




                           [SIGNIFICANT SUBSIDIARIES]





                   By:___________________________(SEAL)

                      Title:




                           ACCEPTED:


                           WACHOVIA BANK OF GEORGIA, N.A.,

                           as Agent


                           By:___________________________(SEAL)

                              Title:

                                      -17-
A#0003877.05

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