<PAGE>
                                                                    EXHIBIT 10.2


                                   $25,000,000


                                CREDIT AGREEMENT


                                   dated as of


                                 March 26, 2002


                                     between


                              HANCOCK FABRICS, INC.


                                       and


                                 SOUTHTRUST BANK




<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                             <C>
ARTICLE I  DEFINITIONS............................................................................................1

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........................................................................................12

ARTICLE II  THE CREDITS..........................................................................................12

SECTION 2.01.  Commitment to Make Syndicated Loans...............................................................12
SECTION 2.02.  Method of Borrowing Syndicated Loans..............................................................12
SECTION 2.03.  Money Market Loans................................................................................13
SECTION 2.04.  Notes.............................................................................................15
SECTION 2.05.  Maturity of Loans.................................................................................15
SECTION 2.06.  Interest Rates....................................................................................16
SECTION 2.07.  Fees..............................................................................................18
SECTION 2.08.  Optional Termination or Reduction of Commitment...................................................19
SECTION 2.09.  Mandatory Termination of Commitment...............................................................19
SECTION 2.10.  Optional Prepayments..............................................................................19
SECTION 2.11.  Mandatory Prepayments.............................................................................19
SECTION 2.12.  General Provisions as to Payments.................................................................19
SECTION 2.13.  Computation of Interest and Fees..................................................................20

ARTICLE III  CONDITIONS TO BORROWINGS............................................................................21

SECTION 3.01.  Conditions to First Borrowing.....................................................................21
SECTION 3.02.  Conditions to All Borrowings......................................................................21

ARTICLE IV  REPRESENTATIONS AND WARRANTIES.......................................................................22

SECTION 4.01.  Corporate Existence and Power.....................................................................22
SECTION 4.02.  Corporate and Governmental Authorization; No Contravention........................................22
SECTION 4.03.  Binding Effect....................................................................................22
SECTION 4.04.  Financial Information.............................................................................22
SECTION 4.05.  Litigation........................................................................................23
SECTION 4.06.  Compliance with ERISA.............................................................................23
SECTION 4.07.  Taxes.............................................................................................23
SECTION 4.08.  Subsidiaries......................................................................................23
SECTION 4.09.  Not an Investment Company.........................................................................23
SECTION 4.10   Public Utility Holding Company Act................................................................23
SECTION 4.11.  Ownership of Property; Liens......................................................................23
SECTION 4.12.  No Default........................................................................................23
SECTION 4.13.  Full Disclosure...................................................................................24
SECTION 4.14.  Environmental  Matters............................................................................24
SECTION 4.15.  Compliance with Laws..............................................................................24
</TABLE>


                                       i

<PAGE>


<TABLE>
<S>                                                                                                             <C>
SECTION 4.16.  Capital Stock.....................................................................................24
SECTION 4.17.  Margin Stock......................................................................................24
SECTION 4.18.  Insolvency........................................................................................24
SECTION 4.19.  Insurance.........................................................................................25

ARTICLE V  COVENANTS.............................................................................................25

SECTION 5.01.  Information.......................................................................................25
SECTION 5.02.  Inspection of Property, Books and Records.........................................................26
SECTION 5.03.  Ratio of Consolidated Debt to Consolidated EBITDA.................................................26
SECTION 5.04.  Minimum Consolidated Net Worth....................................................................26
SECTION 5.05.  Inventory.........................................................................................26
SECTION 5.06.  Fixed Charges Coverage............................................................................26
SECTION 5.07.  Loans or Advances.................................................................................27
SECTION 5.08.  Investments.......................................................................................27
SECTION 5.09.  Negative Pledge...................................................................................27
SECTION 5.10.  Maintenance of Existence..........................................................................27
SECTION 5.11.  Dissolution.......................................................................................27
SECTION 5.12.  Consolidations, Mergers and Sales of Assets.......................................................27
SECTION 5.13.  Use of Proceeds...................................................................................27
SECTION 5.14.  Compliance with Laws; Payment of Taxes............................................................27
SECTION 5.15.  Insurance.........................................................................................28
SECTION 5.16.  Change in Fiscal Year.............................................................................28
SECTION 5.17.  Maintenance of Property...........................................................................28
SECTION 5.18.  Environmental Notices.............................................................................28
SECTION 5.19.  Environmental Matters.............................................................................28
SECTION 5.20.  Environmental Release.............................................................................28
SECTION 5.21.  Transactions with Affiliates......................................................................28
SECTION 5.22   Union Planters/Bancorp South Loan Documents.......................................................28
SECTION 5.23   Waiver of Amendments of Union Planters/Bancorp South Loan Documents...............................29

ARTICLE VI  DEFAULTS.............................................................................................29

SECTION 6.01.  Events of Default.................................................................................29

ARTICLE VII  CHANGE IN CIRCUMSTANCES; COMPENSATION...............................................................31

SECTION 7.01.  Basis for Determining Interest Rate Inadequate or Unfair..........................................31
SECTION 7.02.  Illegality........................................................................................31
SECTION 7.03.  Increased Cost and Reduced Return.................................................................32
SECTION 7.04.  Base Rate Loans Substituted for Affected Loans....................................................33
SECTION 7.05.  Compensation......................................................................................33

ARTICLE VIII  MISCELLANEOUS......................................................................................34

SECTION 8.01.  Notices...........................................................................................34
SECTION 8.02.  No Waivers........................................................................................34
SECTION 8.03.  Expenses; Documentary Taxes; Indemnification......................................................34
SECTION 8.04.  Setoffs...........................................................................................34
SECTION 8.05.  Amendments and Waivers............................................................................35
SECTION 8.06. [Intentionally Deleted]............................................................................35
SECTION 8.07.  Successors and Assigns............................................................................35
SECTION 8.08.  Confidentiality...................................................................................36
SECTION 8.09.  Representation by Bank............................................................................36
SECTION 8.10.  Survival of Certain Obligations...................................................................36
SECTION 8.11.  Alabama Law.......................................................................................37
SECTION 8.12.  Severability......................................................................................37
SECTION 8.13.  Interest..........................................................................................37
SECTION 8.14.  Interpretation....................................................................................37
SECTION 8.15.  Consent to Jurisdiction...........................................................................37

SECTION 8.16.  Counterparts......................................................................................37
</TABLE>



                                       ii



<PAGE>



                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT dated as of March ___, 2002, between HANCOCK
FABRICS, INC. and SOUTHTRUST BANK.

         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 2.06(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.

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

                  "Anniversary Date" shall mean either the First Anniversary
Date or the Second Anniversary Date, as the context shall require.

                  "Applicable Facility Fee Rate" has the meaning set forth in
Section 2.07(a).

                  "Applicable Margin" has the meaning set forth in Section
2.06(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 I.

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

                  "Average Inventory" means, for any Fiscal Quarter, the sum of
(i) the costs of consolidated inventories of Borrower and its Consolidated
Subsidiaries at the beginning of such

                                       1

<PAGE>


Fiscal Quarter and (ii) the costs of Consolidated Inventories of Borrower and
its Consolidated Subsidiaries at the end of such Fiscal Quarter, divided by 2

                  "Bank" means SouthTrust Bank, an Alabama banking corporation.

                  "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 Base Rate so denominated
by and set by Bank from time to time as its base rate, or (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 Hancock Fabrics, Inc., a Delaware
corporation, and its successors and permitted assigns.

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

                  "Capital Stock" means any nonredeemable capital stock of
Borrower or any Consolidated Subsidiary (to the extent issued to a Person other
than 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 March ___, 2002.

                  "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 (i) $25,000,000.00, or (ii) if Bank which
enters into an Assignment and Acceptance (whether as transferor Bank or as
Assignee thereunder), the amount of 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 2.08 and 2.09.


                                       2


<PAGE>


                  "Compliance Certificate" has the meaning set forth in Section
5.01(c).

                  "Consolidated Debt" means at any date the Debt of Borrower and
its Consolidated Subsidiaries, determined on a consolidated basis as of such
date.

                  "Consolidated EBITDA" for any period means the sum of (i)
Consolidated Net Income, (ii) taxes on income, (iii) Consolidated Interest
Expense, (iv) Depreciation, (v) amortization expenses and (vi) LIFO Charges, all
determined with respect to Borrower and its Consolidated Subsidiaries on a
consolidated basis for such period and in accordance with GAAP. In determining
Consolidated EBITDA for any period, (i) any Consolidated Subsidiary acquired
during such period by Borrower or any other Consolidated Subsidiary shall be
included on a pro forma, historical basis as if it had been a Consolidated
Subsidiary during such entire period and (ii) any amounts which would be
included in a determination of Consolidated EBITDA for such period with respect
to assets acquired during such period by Borrower or any Consolidated Subsidiary
shall be included in the determination of Consolidated EBITDA for such period
and the amount thereof shall be calculated on a pro forma, historical basis as
if such assets had been acquired by Borrower or such Consolidated Subsidiary
prior to the first day of such period.

                  "Consolidated Fixed Charges" for any period means the sum of
(i) Consolidated Interest Expense for such period, and (ii) all payment
obligations of Borrower and its Consolidated Subsidiaries for such period under
all operating leases and rental agreements.

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

                  "Consolidated Net Income" means, for any period, the Net
Income of Borrower and its Consolidated Subsidiaries determined on a
consolidated basis, but excluding (i)extraordinary items and (ii)any equity
interests of Borrower or any Subsidiary in the unremitted earnings of any Person
that is not a Subsidiary.

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

                  "Consolidated Operating Profits" means, for any period, the
Operating Profits of 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 Borrower in its consolidated financial statements as
of such date.

                  "Consolidated Total Assets" means, at any time, the total
assets of Borrower and its Consolidated Subsidiaries, determined on a
consolidated basis, as set forth or reflected on the most recent consolidated
balance sheet of Borrower and its Consolidated Subsidiaries, prepared in
accordance with GAAP.


                                       3

<PAGE>


                  "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 Borrower, are treated as a single employer
under Section 414 of the Code.

                  "Cost of Goods Sold" means, for any Fiscal Quarter, the
consolidated cost of goods sold of Borrower and its Consolidated Subsidiaries
for such Fiscal Quarter. In determining Cost of Goods Sold for any period, (i)
any Consolidated Subsidiary acquired during such period by Borrower or any other
Consolidated Subsidiary shall be included on a pro forma, historical basis as if
it had been a Consolidated Subsidiary during such entire period and (ii) any
amounts which would be included in a determination of Cost of Goods Sold for
such period with respect to assets acquired during such period by Borrower or
any Consolidated Subsidiary shall be included in the determination of Cost of
Goods Sold for such period and the amount thereof shall be calculated on a pro
forma, historical basis as if such assets had been acquired by Borrower or such
Consolidated Subsidiary prior to the first day of such period.

                  "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 drawn under a banker's acceptance, (vi) all Redeemable
Preferred Stock of such Person (in the event such Person is a corporation),
(vii) all obligations of such Person to reimburse any bank or other Person in
respect of amounts paid under a letter of credit or similar instrument with an
expiration date more than one year from such date, (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, (ix) all Debt of others Guaranteed by such Person, and
(x) all obligations of such Person with respect to interest rate protection
agreements, foreign currency exchange agreements or other hedging agreements
(valued as the termination value thereof computed in accordance with a method
approved by the International Swap Dealers Association and agreed to by such
Person in the applicable hedging agreement, if any).

                  "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 Borrower and its Consolidated Subsidiaries for such
period, as determined in accordance with GAAP.

                  "Dividends" means for any period the sum of all dividends paid
or declared during such period in respect of any Capital Stock and Redeemable
Preferred Stock (other than dividends paid or payable in the form of additional
Capital Stock).


                                       4


<PAGE>


                  "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 Alabama are authorized or
required by law to close.

                  "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 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.

                  "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 Borrower, any
Subsidiary or the Properties,


                                       5

<PAGE>



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 2.06(c).

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

                  "Facility Fee Determination Date" has the meaning set forth in
Section 2.07(a).

                  "Facility Fee Payment Date" means each March 31, June 30,
September 30 and December 31.

                  "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 Bank on such day on such
transactions as determined by Bank.

                  "First Anniversary Date" means March ___, 2003.

                  "Fiscal Quarter" means any fiscal quarter of Borrower.

                  "Fiscal Year" means any fiscal year of Borrower.

                  "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


                                       6

<PAGE>


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.

                  "Income Available for Fixed Charges" for any period means the
sum of (i) Consolidated Net Income, (ii) taxes on income, (iii) Consolidated
Fixed Charges, (iv) Depreciation, (v) amortization expenses and (vi) LIFO
Charges, all determined with respect to Borrower and its Consolidated
Subsidiaries on a consolidated basis for such period and in accordance with
GAAP.

                  "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 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 begins before the
Termination Date and would otherwise end 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:


                                       7

<PAGE>


                  (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 begins before the
Termination Date and would otherwise end after the Termination Date.

         (3) with respect to each Money Market Borrowing, the period commencing
on the date of such Borrowing and ending 7 to 180 days thereafter, as Borrower
may indicate in the applicable Money Market Quote Request; 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 begins before the
Termination Date and would otherwise end 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 Bank's 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 Bank may hereafter
designate as its Lending Office by notice to Borrower.

                  "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, 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 (excluding
consignment sales), capital lease or other title retention agreement relating to
such asset.

                  "LIFO Charges" means deductions from Net Income of Borrower or
any of its Consolidated Subsidiaries because of LIFO accounting methods.

                  "Loan" means a Syndicated Loan or a Money Market Loan and
"Loans" means Syndicated Loans or Money Market 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.


                                       8


<PAGE>



                  "London Interbank Offered Rate" has the meaning set forth in
Section 2.06(c).

                  "Margin Stock" means "margin stock" as defined in Regulation
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
Borrower and its Consolidated Subsidiaries taken as a whole, (b) the rights and
remedies of Bank under the Loan Documents, or the ability of 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.

                  "Money Market Loan" means a Loan which bears or is to bear
interest at a Money Market Rate.

                  "Money Market Note" means a promissory note of Borrower,
substantially in the form of Exhibit B hereto, evidencing the obligation of
Borrower to repay the Money Market Loans, together with all amendments,
consolidations, modifications, renewals and supplements thereto.

                  "Money Market Quote" means an offer by Bank to make a Money
Market Loan in accordance with Section 2.03(c).

                  "Money Market Quote Request" has the meaning set forth in
Section 2.03(b).

                  "Money Market Rate" has the meaning set forth in Section
2.03(c)(ii)(C).

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

                  "Note" means the Syndicated Note or the Money Market Note and
"Notes" means the Syndicated Note and the Money Market Note, or any or all of
them, as the context shall require.


                                       9

<PAGE>


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

                  "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.

                  "Permitted Acquisition" means the acquisition of shares of
capital stock of any Person by Borrower or any Subsidiary of Borrower if: (A)
immediately after giving effect to such acquisition (i) such Person is a
Consolidated Subsidiary; (ii) Borrower controls such Person directly or
indirectly through a Subsidiary; and (iii) no Default shall have occurred and be
continuing; (B) the line or lines of business engaged in by such Person are
substantially the same as the lines of business engaged in by Borrower and its
Subsidiaries on the Closing Date; (C) such acquisition is made on a negotiated
basis with the approval of the Board of Directors of the Person to be acquired;
and (D) the aggregate amount of acquisitions made in any Fiscal Year shall not
exceed $20,000,000.

                  "Permitted Investments" means:

         (1) direct obligations of, or obligations the payment of which is
guaranteed by, the United States of America or an interest in any trust or fund
that invests solely in such obligations or repurchase agreements, properly
secured, with respect to such obligations;

         (2) direct obligations of agencies or instrumentalities of the United
States of America having a rating of A or higher by Standard & Poor's or A2 or
higher by Moody's Investors Service, Inc.;

         (3) a certificate of deposit or eligible banker's acceptances issued
by, or other interest-bearing deposits with, a bank having its principal place
of business in the United States of America and having equity capital of not
less than $250,000,000;

         (4) a certificate of deposit by, or other interest-bearing deposits
with, any other bank organized under the laws of the United States of America or
any state thereof, provided that such deposit is either (i) insured by the
Federal Deposit Insurance Corporation or (ii) properly secured by such bank by
pledging direct obligations of the United States of America having a market
value not less than the face amount of such deposits;

         (5) the capital stock of and partnership interests in, and loans made
by Borrower to Subsidiaries;


                                       10


<PAGE>

         (6) prime commercial paper maturing within 270 days of the acquisition
thereof and, at the time of acquisition, having a rating of A-1 or higher by
Standard & Poor's, or P-1 or higher by Moody's Investors Service, Inc.;

         (7) repurchase agreements and tax-exempt municipal bonds having a
maturity of less than one year, in each case having a rating, or that is the
full recourse obligation of a person whose senior debt is rated, A or higher by
Standard & Poor's or A2 or higher by Moody's Investors Service, Inc.; and

         (8) any other investment having a rating of A or higher or A-1 or
higher by Standard & Poor's or A2 or higher of P-1 or higher by Moody's
Investors Service, Inc.

                  "Permitted Liens"  means:

         (1) taxes, assessments and other governmental charges that are not
delinquent or that are being contested in good faith by appropriate proceedings
duly pursued;

         (2) mechanics', materialmen's, contractor's liens or liens arising in
the ordinary course of business, securing obligations that are not delinquent or
that are being contested in good faith by appropriate proceedings duly pursued;

         (3) restrictions, exceptions, reservations, easements, conditions,
limitations and other matters of record other than Liens that do not have a
materially adverse effect on the value or utility of the property;

         (4) Liens in favor of Bank, if any, for the benefit of Bank under this
Agreement;

         (5) Liens and other matters approved in writing by Bank; and

         (6) Liens in favor of landlords, the amount secured by which landlords'
Liens, in the aggregate, could not reasonably be expected to have or cause a
Material Adverse Effect.

                  "Person" means an individual, a corporation, a limited
liability company, 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 Bank from time to time as an interest rate basis for borrowings. The
Prime Rate is but one of several interest rate bases used by Bank. Bank lends at
interest rates above and below the Prime Rate.


                                       11


<PAGE>


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

                  "Quotation Date" has the meaning set forth in Section 2.03(b).

                  "Rate Determination Date" has the meaning set forth in Section
2.06(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
Borrower and its Consolidated Subsidiaries determined on a consolidated basis.

                  "Second Anniversary Date" means March ___, 2004.

                  "Stockholders' Equity" means, at any time, the shareholders'
equity of Borrower and its Consolidated Subsidiaries, as set forth or reflected
on the most recent consolidated balance sheet of Borrower and its Consolidated
Subsidiaries prepared in accordance with GAAP, but excluding any Redeemable
Preferred Stock of 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.

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

                  "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 Borrower.

                  "Syndicated Note" means the promissory note of Borrower,
substantially in the form of Exhibit A hereto, evidencing the obligation of
Borrower to repay the Syndicated Loans, together with all amendments,
consolidations, modifications, renewals and supplements thereto.

                  "Taxes" has the meaning set forth in Section 2.12(c).

                  "Termination Date" means March ___, 2005, or if such date is
extended pursuant to Section 2.05(b), the date to which extended; provided that
in no event shall the Termination Date be extended to a date later than March
___, 2007.


                                       12


<PAGE>


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

                  "Total Unused Commitment" means at any date, an amount equal
to (i) the Commitment at such time, less (ii) the aggregate outstanding
principal amount of the Loans at such time.

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

                  "Union Planters/Bancorp South Credit Agreement" means the
Credit Agreement constituting a part of the Union Planters/Bancorp South Loan
Documents.

                  "Union Planters/Bancorp South Debt" means the Debt of Borrower
owing under the Union Planters/Bancorp South Loan Documents.

                  "Union Planters/Bancorp South Loan Documents" means those
documents set forth on Schedule 1 attached hereto.

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

                  "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 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 Borrower's independent public accountants or otherwise required
by a change in GAAP) with the most recent audited consolidated financial
statements of Borrower and its Consolidated Subsidiaries delivered to Bank,
unless with respect to any such change concurred in by 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)
Borrower shall have objected to determining such compliance on such basis at the
time of delivery of such financial statements, or (ii) Bank 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 hereof,
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.


                                       13

<PAGE>


                  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. Commitment to Make Syndicated Loans. Bank
agrees, on the terms and conditions set forth herein, to make Syndicated Loans
to Borrower from time to time before the Termination Date; provided that,
immediately after each such Syndicated Loan is made, the aggregate outstanding
principal amount of Syndicated Loans by Bank shall not exceed the amount of its
Commitment; provided further that the aggregate principal amount of all
Syndicated Loans, together with the aggregate principal amount of all Money
Market Loans, shall not exceed the aggregate amount of the Commitment of Bank at
such time. Each Syndicated Borrowing under this Section shall be in an aggregate
principal amount of $2,500,000 or any larger multiple of $500,000 (except that
any such Syndicated Borrowing may be in the aggregate amount of the Unused
Commitment), and shall, unless otherwise consented to by Bank, be equal to the
total Syndicated Loans made under Article II of the Union Planters/Bancorp South
Credit Agreement. Within the foregoing limits, Borrower may borrow under this
Section, repay or, to the extent permitted by Section 2.10, prepay Syndicated
Loans and reborrow under this Section at any time before the Termination Date.
Borrower and Bank acknowledge and agree that it is their intent that the
Syndicated Loans be made ratably among the several lenders parties to this
Agreement and the Union Planters/Bancorp South Credit Agreement in proportion to
their commitments to make Syndicated Loans hereunder and thereunder.

                  SECTION 2.02. Method of Borrowing Syndicated Loans. (a)
Borrower shall give Bank notice in the form attached hereto as Exhibit J (a
"Notice of Borrowing") prior to 11:00 A.M. (Birmingham, Alabama time) on or
before the day of each Base Rate Borrowing and at least 3 Euro-Dollar Business
Days before each Euro-Dollar Borrowing, specifying:

                  (i) the date of such Syndicated 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 Syndicated Borrowing,

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


                                       14

<PAGE>


                  (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.

A Notice of Borrowing may be submitted by Borrower no more frequently than 3
times in each calendar week.

                  (b) Not later than 1:00 P.M. (Birmingham, Alabama time) on the
date of each Syndicated Borrowing, Bank shall (except as provided in subsection
(c) of this Section) make available such Syndicated Borrowing, in Federal or
other funds immediately available in Birmingham, Alabama, to Borrower at its
address referred to in or specified pursuant to Section 9.01, unless Bank
determines that any applicable condition specified in Article III has not been
satisfied.
                  (c) If Bank makes a new Syndicated Loan hereunder on a day on
which Borrower is to repay all or any part of an outstanding Syndicated Loan
from Bank, Bank shall apply the proceeds of its new Syndicated 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 Bank as
provided in subsection (c) of this Section, or remitted by Borrower to Bank as
provided in Section 2.12, as the case may be.

                  (d) 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.

                  (e) 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 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 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.

                  (f) Notwithstanding anything to the contrary contained herein,
(i) there shall not be more than 8 different Interest Periods outstanding at the
same time (for which purpose Interest Periods described in different numbered
clauses of the definition of the term "Interest Period" shall be deemed to be
different Interest Periods even if they are coterminous) 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. Money Market Loans. (a) In addition to making
Syndicated Borrowings, Borrower may, as set forth in this Section, request Bank
to make offers to make Money Market Loans to Borrower. Bank may, but shall have
no obligation to, make such offers and Borrower may, but shall have no
obligation to, accept any such offers in the manner set forth in this Section,
provided that:

                  (i) there may be no more than 8 different Interest Periods for
                  both Syndicated Loans and Money Market Loans outstanding at
                  the same time (for which purpose Interest Periods described in
                  different numbered


                                       15

<PAGE>


                  clauses of the definition of the term "Interest Period" shall
                  be deemed to be different Interest Periods even if they are
                  coterminous); and

                  (ii) the aggregate principal amount of all Money Market Loans,
                  together with the aggregate principal amount of all Syndicated
                  Loans, at any one time outstanding shall not exceed the
                  Commitment at such time.

                  (b) When Borrower wishes to request an offer to make Money
Market Loans, it shall give Bank notice substantially in the form of Exhibit D
hereto (a "Money Market Quote Request") so as to be received no later than 11:00
A.M. (Birmingham, Alabama time) on the second Domestic Business Day prior to the
date of the Money Market Borrowing proposed therein (or such other time and date
as Borrower and Bank may agree), specifying:

                  (i)      the proposed date of such Money Market Borrowing,
                  which shall be a Domestic Business Day (the "Quotation Date");

                  (ii)     the aggregate amount of such Money Market Borrowing,
                  which shall be at least $1,000,000 (and in larger multiples of
                  $100,000) but shall not cause the limits specified in Section
                  2.03(a) to be violated; and

                  (iii)    the duration of the Interest Period applicable
                  thereto, which shall be 7 to 180 days.

                  Borrower may request offers to make Money Market Loans for up
to two different Interest Periods in a single Money Market Quote Request;
provided that the request for each separate Interest Period shall be deemed to
be a separate Money Market Quote Request for a separate Money Market Borrowing.
Except as otherwise provided in the immediately preceding sentence, Borrower
shall not deliver a Money Market Quote Request more frequently than once in any
period of 5 consecutive Domestic Business Days.

                  (c) (i)  Bank may, but shall have no obligation to, submit a
Money Market Quote containing an offer to make a Money Market Loan in response
to any Money Market Quote Request; provided that, if Borrower's request under
Section 2.03(b) specified more than one Interest Period, Bank may, but shall
have no obligation to, make a single submission containing a separate offer for
each such Interest Period and each such separate offer shall be deemed to be a
separate Money Market Quote. Each Money Market Quote must be submitted to
Borrower not later than 10:00 A.M. (Birmingham, Alabama time) on the Quotation
Date (or such other time and date as Borrower and Bank may agree). Subject to
Section 6.01, any Money Market Quote so made shall be irrevocable except with
the written consent of Bank.

                  (ii)     Each Money Market Quote shall be in substantially the
                  form of Exhibit E hereto and shall specify:

                           (A)      the proposed date of the Money Market
                           Borrowing and the duration of the Interest Period
                           therefor, which shall be 7 to 180 days;

                           (B)      the maximum principal amount of the Money
                           Market Loan which the quoting Bank is willing to make
                           for


                                       16

<PAGE>


                           the applicable Interest Period, which principal
                           amount (x) may be greater than or less than the
                           Commitment of the quoting Bank, (y) shall be at least
                           $5,000,000 or a larger multiple of $1,000,000, and
                           (z) may not exceed the principal amount of the Money
                           Market Borrowing for which offers were requested;

                           (C)      the rate of interest per annum (rounded, if
                           necessary, to the nearest 1/100th of 1%) (the "Money
                           Market Rate") offered for each such Money Market
                           Loan; and

                           (D)      the identity of the quoting Bank.

Unless otherwise agreed by Bank and Borrower, no Money Market Quote shall
contain qualifying, conditional or similar language or propose terms other than
or in addition to those set forth in the applicable Money Market Quote Request
(other than setting forth the maximum principal amount of the Money Market Loan
which the quoting Bank is willing to make for the applicable Interest Period).

                  (d)      Not later than 11:00 A.M. (Birmingham, Alabama time)
on the Quotation Date (or such other time and date as Borrower and Bank may
agree), Borrower shall notify Bank of its acceptance or nonacceptance of the
offers so notified to it pursuant to Section 2.03(c). In the case of acceptance,
such notice shall specify the aggregate principal amount of offers for each
Interest Period that are accepted. Borrower may accept any Money Market Quote in
whole or in part (provided that any Money Market Quote accepted in part from
Bank shall not be less than the amount set forth in the Money Market Quote of
Bank as the minimum principal amount of the Money Market Loan Bank was willing
to make for the applicable Interest Period); provided that:

                  (i)      the aggregate principal amount of each Money Market
                  Borrowing may not exceed the applicable amount set forth in
                  the related Money Market Quote Request;

                  (ii)     the aggregate principal amount of each Money Market
                  Borrowing shall be at least $1,000,000 (and in larger
                  multiples of $100,000) but shall not cause the limits
                  specified in Section 2.03(a) to be violated;

                  (iii)    acceptance of offers may only be made in ascending
                  order of Money Market Rates; and

                  (iv)     Borrower may not accept any offer that fails to
                  comply with Section 2.03(c)(ii) or otherwise fails to comply
                  with the requirements of this Agreement (including, without
                  limitation, Section 2.03(a)).

If offers are made by Bank and the lenders under the Union Planters/Bancorp
South Loan Documents with the same Money Market Rates for a greater aggregate
principal amount than the amount in respect of which offers are accepted for the
related Interest Period, the principal


                                       17

<PAGE>


amount of Money Market Loans in respect of which such offers are accepted shall
be allocated by Borrower among Bank and such lenders as nearly as possible (in
multiples of $100,000) in proportion to the aggregate principal amount of such
offers. Determinations by Borrower of the amounts of Money Market Loans shall be
conclusive in the absence of manifest error.

                  (e) If Bank's offer to make any Money Market Loan has been
accepted, Bank shall, not later than 1:00 P.M. (Birmingham, Alabama time) on the
Quotation Date, make the amount of such Loan available to Borrower on such date
by depositing the same, in immediately available funds, in an account of
Borrower as directed by Borrower. Borrower shall notify Bank by 3:00 p.m.
(Birmingham, Alabama time) in the form attached hereto as Exhibit K.

                  SECTION 2.04. Notes. (a) The Syndicated Loans shall be
evidenced by a single Syndicated Note payable to the order of Bank for the
account of its Lending Office in an amount equal to the original principal
amount of the Commitment.

                  (b) The Money Market Loans shall be evidenced by a single
Money Market Note payable to the order of Bank for the account of its Lending
Office.

                  (c) Bank shall record, and prior to any transfer of its Notes
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
Borrower with respect thereto and whether, in the case of Bank's Syndicated
Note, such Syndicated Loan is a Base Rate Loan or Euro-Dollar Loan, and such
schedule shall constitute rebuttable presumptive evidence of the principal
amount owing and unpaid on Bank's Notes; provided that the failure of Bank to
make, or any error in making, any such recordation or endorsement shall not
affect the obligation of Borrower hereunder or under the Notes or the ability of
Bank to assign its Notes. Bank is hereby irrevocably authorized by Borrower so
to endorse its Notes and to attach to and make a part of any Note a continuation
of any such schedule as and when required.

                  SECTION 2.05. Maturity of Loans. (a) 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.

                  (b) Borrower shall have the right, on the First Anniversary
Date and the Second Anniversary Date, to request an extension of the Termination
Date for a period of one year each, on the terms and conditions set forth in
this paragraph. Upon written request of Borrower, which shall be made in writing
and delivered to Bank on a Domestic Business Day no fewer than 60 days prior to
the applicable Anniversary Date, Bank in its sole and absolute discretion may
(but shall not be obligated to) extend the then effective Termination Date for a
period of one year. The terms of any extension of the Termination Date shall be
independently negotiated between Borrower and Bank at the time of the extension
request, provided that the terms of the extension may be the same as those in
effect prior to any extension should Borrower and Bank so agree; provided,
further, that should the terms of the extension be other than those in effect
prior to the extension, then the Loan Documents shall be amended to the extent
necessary to incorporate any such different terms. In the event that Bank
chooses to extend the Termination Date for such a


                                       18

<PAGE>


one year period, notice shall be given by Bank to Borrower not more than 30, nor
fewer than 15, days prior to the applicable Anniversary Date.

                  SECTION 2.06. Interest Rates. (a) "Applicable Margin" shall be
determined quarterly based upon the ratio of Income Available for Fixed Charges
to Consolidated Fixed Charges (calculated as of the last day of each Fiscal
Quarter for the period of 4 consecutive Fiscal Quarters then ended), as follows:


<TABLE>
<CAPTION>
          Ratio of Income Available for
                Fixed Charges to                       Base Rate Loans                 Euro-Dollar Loans
           Consolidated Fixed Charges                  ---------------                 -----------------
          -----------------------------
<S>                                                    <C>                             <C>
Equal to or greater than 1.65                                 0%                            .80%

Equal to or greater than 1.50                                 0%                           1.00%
But less than 1.65

Less than 1.50                                                0%                           1.20%
</TABLE>

The Applicable Margin shall be determined effective as of the date (herein, the
"Rate Determination Date") which is 45 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 45 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)
1.00% for Euro-Dollar Loans, (ii) in the case of any Applicable Margin
determined for the fourth and final Fiscal Quarter of a Fiscal Year, the Rate
Determination Date shall be the date which is 90 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
Borrower shall have failed to deliver to Bank the financial statements required
to be delivered pursuant to Section 5.01(a) or Section 5.01(b) with respect to
the Fiscal Year or Fiscal Quarter, as the case may be, 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 Borrower
shall deliver to Bank 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 Borrower shall deliver to Bank 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 Income
Available for Fixed Charges to Consolidated Fixed Charges was less than 1.50 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


                                       19

<PAGE>


as of such Rate Determination Date, in the interest rate applicable to each
Syndicated Loan outstanding on such Rate Determination Date; provided, that: (i)
for Euro-Dollar Loans, changes in Applicable Margin shall only be effective for
Interest Periods commencing on or after such Rate Determination Date; and (ii)
no Applicable Margin shall be decreased pursuant to this Section 2.06 if a
Default is in existence 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 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 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 rate appears on the display
designated as Page "3750" of the Telerate Service (or such other page as may
replace page 3750 of that service or such other service or services as may be
nominated by the British Banker's Association for the purpose of displaying
London Interbank Offered Rates for U.S. dollar deposits) determined as of 1:00
p.m. New York City time, 2 Euro-Dollar Business Days prior to the first day of
such Interest Period.

                  "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 Bank to United States residents).


                                       20


<PAGE>


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.

                  (d) Each Money Market Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the Money Market Rate for such Loan quoted
by Bank making such Loan in accordance with Section 2.03. Such interest shall be
payable for such Interest Period on the last day thereof and, if such Interest
Period is longer than 90 days, at intervals of 90 days after the first day
thereof. Any overdue principal of and, to the extent permitted by law, overdue
interest on any Money Market Loan shall bear interest, payable on demand, for
each day until paid at a rate per annum equal to the Default Rate.

                  (e) Bank shall determine each interest rate applicable to the
Loans hereunder. Bank shall give prompt notice to Borrower 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) shall bear interest at the Default
Rate.

                  SECTION 2.07. Fees. Borrower shall pay to Bank a facility fee
equal to the product of (i) the aggregate of the daily average amounts of the
Commitment, times (ii) a per annum percentage equal to the Applicable Facility
Fee Rate. Such facility fee shall accrue from and including the Closing Date to
and including the Termination Date. Facility fees shall be payable quarterly in
arrears on the first Facility Fee Payment Date following each Facility Fee
Determination Date and on the Termination Date; provided that should the
Commitment be terminated at any time prior to the Termination Date for any
reason, the entire accrued and unpaid facility fee shall be paid on the date of
such termination. The "Applicable Facility Fee Rate" shall be determined
quarterly based upon the ratio of Income Available for Fixed Charges to
Consolidated Fixed Charges (calculated as of the last day of each Fiscal Quarter
for the period of 4 consecutive Fiscal Quarters then ended) as follows:


<TABLE>
<CAPTION>
        Ratio of Income Available for Fixed Charges
              To Consolidated Fixed Charges                              Applicable Facility Fee Rate
        -------------------------------------------                      -----------------------------
<S>                                                                      <C>
Equal to or greater than 1.65                                                       .20%

Equal to or greater than 1.50                                                       .25%
But less than 1.65

Less than 1.50                                                                      .30%
</TABLE>


                                       21

<PAGE>


The Applicable Facility Fee Rate shall be determined effective as of the date
(herein, the "Facility Fee Determination Date") which is 45 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 Facility Fee Rate so determined shall remain effective from
such Facility Fee Determination Date until the date which is 45 days after the
last day of the Fiscal Quarter in which such Facility Fee Determination Date
falls (which latter date shall be a new Facility Fee Determination Date);
provided that (i) for the period from and including the Closing Date to but
excluding the Facility Fee Determination Date next following the Closing Date,
the Applicable Facility Fee Rate shall be .25%; (ii) in the case of any
Applicable Facility Fee Rate determined for the fourth and final Fiscal Quarter
of a Fiscal Year, the Facility Fee Determination Date shall be the date which is
90 days after the last day of such final Fiscal Quarter and such Applicable
Facility Fee Rate 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 Facility Fee Determination Date Borrower shall have
failed to deliver to Bank the financial statements required to be delivered
pursuant to Section 5.01(a) or Section 5.01(b) with respect to the Fiscal Year
or Fiscal Quarter, as the case may be, most recently ended prior to such
Facility Fee Determination Date, then for the period beginning on such Facility
Fee Determination Date and ending on the earlier of (A) the date on which
Borrower shall deliver to Bank 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 Borrower shall deliver to Bank 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 Facility Fee Rate shall be determined as if the
ratio of Income Available for Fixed Charges to Consolidated Fixed Charges was
less than 1.50 at all times during such period; provided that the Applicable
Facility Fee Rate shall not be decreased on any Facility Fee Determination Date
pursuant to this Section 2.07 if a Default is in existence on such Facility Fee
Determination Date.

                  SECTION 2.08. Optional Termination or Reduction of Commitment.
Borrower may, upon at least 3 Domestic Business Days' notice to Bank, terminate
at any time, or proportionately reduce from time to time by an aggregate amount
of at least $1,000,000 or any larger multiple of $100,000, the Commitment;
provided, however, no such termination or reduction shall be in an amount
greater than the Total Unused Commitment on the date of such termination or
reduction. If the Commitment is terminated in its entirety, all accrued fees (as
provided under Section 2.07) shall be payable on the effective date of such
termination.

                  SECTION 2.09. Mandatory Termination of Commitment. The
Commitment shall terminate on the Termination Date and any Loans then
outstanding (together with accrued interest thereon) shall be due and payable on
such date.

                  SECTION 2.10. Optional Prepayments. (a) Borrower may, upon at
least 1 Domestic Business Day's notice to Bank, prepay any Base Rate Borrowing
in whole at any time, or from time to time in part in amounts aggregating at
least $1,000,000, 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.

                                       22

<PAGE>


                  (b) Except as provided in Section 8.02, Borrower may not
prepay all or any portion of the principal amount of any Euro-Dollar Loan or any
Money Market Loan prior to the last day of an Interest Period applicable
thereto.

                  SECTION 2.11. Mandatory Prepayments. On each date on which the
Commitment is reduced or terminated pursuant to Section 2.08 or Section 2.09,
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
Commitment as then reduced or terminated. Each such payment or prepayment shall
be applied first to Syndicated Loans outstanding on the date of such prepayment
(in direct order of maturity) and then, to the extent necessary, to Money Market
Loans outstanding on the date of such prepayment (in direct order of maturity).

                  SECTION 2.12. General Provisions as to Payments. (a) Borrower
shall make each payment of principal of, and interest on, the Loans and of
facility fees hereunder, not later than 11:00 A.M. (Birmingham, Alabama time) on
the date when due, in Federal or other funds immediately available in
Birmingham, Alabama, to Bank at its address referred to in Section 9.01.

                  (b) Whenever any payment of principal of, or interest on, the
Base Rate Loans or the Money Market 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.

                  (c) All payments of principal, interest and fees and all other
amounts to be made by Borrower pursuant to this Agreement with respect to any
Loan or fee relating thereto shall be paid without deduction for, and free from,
any tax, imposts, levies, duties, deductions, or withholdings of any nature now
or at anytime hereafter imposed by any governmental authority or by any taxing
authority thereof or therein excluding in the case of Bank, taxes imposed on or
measured by its net income, and franchise taxes imposed on it, by the
jurisdiction under the laws of which Bank is organized or any political
subdivision thereof and, in the case of Bank, taxes imposed on its income, and
franchise taxes imposed on it, by the jurisdiction of Bank's applicable Lending
Office or any political subdivision thereof (all such non-excluded taxes,
imposts, levies, duties, deductions or withholdings of any nature being
"Taxes"). In the event that Borrower is required by applicable law to make any
such withholding or deduction of Taxes with respect to any Loan or fee or other
amount, Borrower shall pay such deduction or withholding to the applicable
taxing authority, shall promptly furnish to Bank in respect of which such
deduction or withholding is made all receipts and other documents evidencing
such payment and shall pay to Bank additional amounts as may be necessary in
order that the amount received by Bank after the required withholding or other
payment shall equal the amount Bank would have received had no such withholding
or other payment been made. If no withholding or deduction of Taxes are payable
in respect of any Loan or fee relating thereto, Borrower shall


                                       23

<PAGE>


furnish Bank, at Bank's request, a certificate from each applicable taxing
authority or an opinion of counsel acceptable to Bank, in either case stating
that such payments are exempt from or not subject to withholding or deduction of
Taxes. If Borrower fails to provide such original or certified copy of a receipt
evidencing payment of Taxes or certificate(s) or opinion of counsel of
exemption, Borrower hereby agrees to compensate Bank for, and indemnify them
with respect to, the tax consequences of Borrower's failure to provide evidence
of tax payments or tax exemption.

                  In the event Bank receives a refund of any Taxes paid by
Borrower pursuant to this Section 2.12, it will pay to Borrower the amount of
such refund promptly upon receipt thereof; provided, however, if at any time
thereafter it is required to return such refund, Borrower shall promptly repay
to it the amount of such refund.

                  Without prejudice to the survival of any other agreement of
Borrower hereunder, the agreements and obligations of Borrower contained in this
Section 2.12 shall be applicable with respect to any Participant, Assignee or
other Transferee, and any calculations required by such provisions (i) shall be
made based upon the circumstances of such Participant, Assignee or other
Transferee, and (ii) constitute a continuing agreement and shall survive the
termination of this Agreement and the payment in full or cancellation of the
Notes.

                  SECTION 2.13. Computation of Interest and Fees. Interest on
Base Rate Loans 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). Interest on Euro-Dollar Loans and interest on Money Market Loans
shall be computed on the basis of a year of 360 days and paid for the actual
number of days elapsed, calculated as to each Interest Period from and including
the first day thereof to but excluding the last day thereof. Facility fees and
any other fees payable hereunder 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 BORROWINGS

                  SECTION 3.01. Conditions to First Borrowing. The obligation of
Bank to make a Loan on the occasion of the first Borrowing is subject to the
satisfaction of the conditions set forth in Section 3.02 and the following
additional conditions:

                  (a) receipt by Bank of a duly executed counterpart of this
Agreement signed by all parties;

                  (b) receipt by Bank of a duly executed Syndicated Note and a
duly executed Money Market Note for the account of Bank complying with the
provisions of Section 2.04;

                  (c) receipt by Bank of an opinion (together with any opinions
of local counsel relied on therein) of Baker, Donelson, Bearman & Caldwell,
P.C., counsel for Borrower, 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 Bank may reasonably request;


                                       24


<PAGE>


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

                  (e) receipt by Bank of all documents which Bank may reasonably
request relating to the existence of 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 Bank, including without
limitation a certificate of incumbency of Borrower (the "Officer's
Certificate"), signed by the Secretary or an Assistant Secretary of Borrower,
substantially in the form of Exhibit G hereto, certifying as to the names, true
signatures and incumbency of the officer or officers of Borrower authorized to
execute and deliver the Loan Documents, and certified copies of the following
items: (i) Borrower's Certificate of Incorporation, (ii) Borrower's Bylaws,
(iii) a certificate of the Secretary of State of the State of Delaware as to the
good standing of Borrower as a Delaware corporation, and (iv) the action taken
by the Board of Directors of Borrower authorizing Borrower's execution, delivery
and performance of this Agreement, the Notes and the other Loan Documents to
which Borrower is a party;

                  (f) receipt by Bank of a Notice of Borrowing (in the case of a
Syndicated Borrowing) or of a Money Market Quote Request (in the case of a Money
Market Borrowing); and

                  (g) receipt by Bank of such other documents or items as Bank
or its counsel may reasonably request.

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

                  (a) either (i) receipt by Bank of Notice of Borrowing as
required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), or (ii)
compliance with the provisions of Section 2.03 (if such Borrowing is a Money
Market Borrowing);

                  (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
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 Syndicated Loans of 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
Commitment of Bank as of such date.

Each Borrowing hereunder shall be deemed to be a representation and warranty by
Borrower on the date of such Borrowing as to the truth and accuracy of the facts
specified in clauses (b), (c)


                                       25


<PAGE>


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 Borrower to Bank 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

                  Borrower represents and warrants that:

                  SECTION 4.01. Corporate Existence and Power. 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 (except where the failure to be so qualified could not reasonably
be expected to have or cause a Material Adverse Effect), and has all corporate
powers and all governmental licenses, authorizations, consents and approvals
(collectively, "Permits") required to carry on its business as now conducted
(except such Permits the absence of which could not reasonably be expected to
have or cause a Material Adverse Effect).

                  SECTION 4.02. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by Borrower of this
Agreement, the Notes and the other Loan Documents (i) are within 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 Borrower or of any agreement,
judgment, injunction, order, decree or other instrument binding upon Borrower or
any of its Subsidiaries, and (v) do not result in the creation or imposition of
any Lien on any asset of Borrower or any of its Subsidiaries.

                  SECTION 4.03. Binding Effect. This Agreement constitutes a
valid and binding agreement of 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 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 Borrower and its Consolidated Subsidiaries as of January 28,
2001, and the related consolidated statements of income, shareholders' equity
and cash flows for the Fiscal Year then ended, reported on by Price Waterhouse
LLP, copies of which have been delivered to Bank, and the unaudited consolidated
financial statements of Borrower for the interim period ended October 28, 2001,
copies of which have been delivered to Bank, fairly present, in conformity with
GAAP, the consolidated financial position of Borrower and its Consolidated
Subsidiaries as of such dates and their consolidated results of operations and
cash flows for such periods stated.


                                       26


<PAGE>



                  (b) Since January 28, 2001, 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 Borrower threatened, against or
affecting Borrower or any of its Subsidiaries before any court or arbitrator or
any governmental body, agency or official which could have a Material Adverse
Effect or which in any manner draws into question the validity or enforceability
of, or could impair the ability of Borrower to perform its obligations under,
this Agreement, the Notes or any of the other Loan Documents.

                  SECTION 4.06. Compliance with ERISA. (a) 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 Borrower nor any member of the Controlled Group is
or has in the past 10 years been obligated to contribute to any Multiemployer
Plan.

                  SECTION 4.07. Taxes. There have been filed on behalf of
Borrower and its Subsidiaries all Federal, state and local income, excise,
property and other tax returns which are required to be filed by them and all
taxes due pursuant to such returns or pursuant to any assessment received by or
on behalf of Borrower or any Subsidiary have been paid (except for such taxes
the payment of which state being contested by Borrower or such Subsidiary in
good faith pursuant to appropriate proceedings and with respect to which
Borrower has established adequate reserves in accordance with GAAP). The
charges, accruals and reserves on the books of Borrower and its Subsidiaries in
respect of taxes or other governmental charges are, in the opinion of Borrower,
adequate. United States income tax returns of Borrower and its Subsidiaries have
been examined and closed through the Fiscal Year ended February 2, 1997.

                  SECTION 4.08. Subsidiaries. Each of 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 (except where the failure to be so qualified could
not reasonably be expected to have or cause a Material Adverse Effect), and has
all corporate powers and all governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted. 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 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
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.


                                       27

<PAGE>
         SECTION 4.11. Ownership of Property; Liens. Each of 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 5.09.

         SECTION 4.12. No Default. Neither 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 reasonably be expected to 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
Borrower to Bank for purposes of or in connection with this Agreement or any
transaction contemplated hereby is, and all such information hereafter furnished
by Borrower to 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. Borrower has disclosed to Bank in writing
any and all facts which could reasonably be expected to have or cause a Material
Adverse Effect.

         SECTION 4.14. Environmental Matters. (a) Neither Borrower nor any
Subsidiary is subject to any Environmental Liability which could reasonably be
expected to have or cause a Material Adverse Effect and neither 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.

         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 Borrower, at or from any adjacent site or facility,
except for Hazardous Materials, such as cleaning solvents, pesticides and other
materials used, produced, manufactured, processed, treated, recycled, generated,
stored, disposed of, and managed or otherwise handled in minimal amounts in the
ordinary course of business in compliance with all applicable Environmental
Requirements.

         (c)      Borrower, and each of its Subsidiaries and Affiliates, has
procured 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 Borrower's, and each of its
Subsidiary's and Affiliate's, respective businesses.

         SECTION 4.15. Compliance with Laws. 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 could
not reasonably be expected to have or cause, alone or in the aggregate, a
Material Adverse Effect.

         SECTION 4.16. Capital Stock. All Capital Stock, debentures, bonds,
notes and all other securities of Borrower and its Subsidiaries presently issued
and outstanding are validly


                                       28
<PAGE>

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 Borrower's Wholly Owned
Subsidiaries are owned by Borrower free and clear of any Lien or adverse claim.
At least a majority of the issued shares of capital stock of each of Borrower's
other Subsidiaries (other than Wholly Owned Subsidiaries) is owned by Borrower
free and clear of any Lien or adverse claim.

         SECTION 4.17. Margin Stock. Neither 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,
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.

         SECTION 4.19 Insurance. Borrower maintains and each Subsidiary
maintains (either in the name of Borrower or in such Subsidiary's own name),
with financially secure and reputable insurance companies, insurance on all its
Properties 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.

                                    ARTICLE V

                                    COVENANTS

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

         SECTION 5.01. Information. Borrower will deliver to Bank:

         (a)      as soon as available and in any event within 90 days after the
end of each Fiscal Year, a consolidated balance sheet of 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 Price Waterhouse Coopers LLP or other
independent public accountants of nationally recognized standing, with such
certification to be free of exceptions and qualifications not acceptable to
Bank;


                                       29
<PAGE>

         (b)      as soon as available and in any event within 45 days after the
end of each of the first 3 Fiscal Quarters of each Fiscal Year, a consolidated
balance sheet of 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 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 H (a "Compliance Certificate"), of the
chief financial officer or the chief accounting officer of Borrower (i) setting
forth in reasonable detail the calculations required to establish whether
Borrower was in compliance with the requirements of Sections 5.03 through 5.06,
inclusive, Section 5.08 and Section 5.12 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 Borrower is taking or proposes to take with respect
thereto;

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

         (e)      promptly upon the mailing thereof to the shareholders of
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, quarterly or monthly reports which
Borrower shall have filed with the Securities and Exchange Commission;

         (g)      if and when 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 Borrower knows of the commencement thereof,
notice of any litigation, dispute or proceeding involving a claim against
Borrower and/or any Subsidiary for $1,000,000 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 Borrower and its Subsidiaries as Bank may
reasonably request.


                                       30
<PAGE>

         SECTION 5.02. Inspection of Property, Books and Records. 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 Bank, at Bank's expense prior to the occurrence of an Event
of Default and at Borrower's expense after the occurrence of an Event of
Default, to visit and inspect any of their respective properties, to examine and
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. Borrower agrees to cooperate and
assist in such visits and inspections, in each case during regular business
hours and as often as may reasonably be desired.

         SECTION 5.03. Ratio of Consolidated Debt to Consolidated EBITDA. As of
the end of each Fiscal Quarter, beginning with the Fiscal Quarter ending May 5,
2002, the ratio of Consolidated Debt as of the end of such Fiscal Quarter to
Consolidated EBITDA for the period of 4 consecutive Fiscal Quarters then ended
shall be less than (a) 2.25 to 1.00, if such Fiscal Quarter is the first Fiscal
Quarter or the fourth Fiscal Quarter of a Fiscal Year, or (b) 2.75 to 1.00, if
such Fiscal Quarter is the second Fiscal Quarter or the third Fiscal Quarter of
a Fiscal Year.

         SECTION 5.04. Minimum Consolidated Net Worth. Consolidated Net Worth
will at no time be less than $69,000,000 plus the sum of (i) 25% of the
cumulative Reported Net Income of Borrower and its Consolidated Subsidiaries
during any period after February 3, 2002 (taken as one accounting period),
calculated quarterly but excluding from such calculations of Reported Net Income
for purposes of this clause (i) any quarter in which the Consolidated Net Income
of Borrower and its Consolidated Subsidiaries is negative, and (ii) 100% of the
cumulative Net Proceeds of Capital Stock received during any period after
February 3, 2002, calculated quarterly.

         SECTION 5.05. Inventory. As of the last day of each Fiscal Quarter,
beginning with the Fiscal Quarter ending February 3, 2002, the product of (a)
Average Inventory for such Fiscal Quarter times (b) .25, shall not exceed the
Cost of Goods Sold.

         SECTION 5.06. Fixed Charges Coverage. At the end of each Fiscal
Quarter, beginning with the Fiscal Quarter ending February 3, 2002, the ratio of
Income Available for Fixed Charges for the period of 4 consecutive Fiscal
Quarters then ended to Consolidated Fixed Charges for the period of 4
consecutive Fiscal Quarters then ended, shall be greater than 1.50 to 1.00.

         SECTION 5.07. Loans or Advances. Neither Borrower nor any of its
Subsidiaries shall make loans or advances to any Person except loans or advances
constituting Permitted Investments.

         SECTION 5.08. Investments. Neither Borrower nor any of its Subsidiaries
shall make Investments in any Person except as permitted by Section 5.07 and
except (a) Permitted Investments and (b) other Investments in an aggregate
amount not exceeding $500,000.


                                       31
<PAGE>

         SECTION 5.09. Negative Pledge. Neither 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 as described on Schedule 5.09 hereto;
and

         (b)      Permitted Liens.

         SECTION 5.10. Maintenance of Existence. 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 except, with respect to a Subsidiary,
through corporate reorganization to the extent permitted by Section 5.12.

         SECTION 5.11. Dissolution. Neither Borrower nor any of its Subsidiaries
shall suffer or permit dissolution or liquidation either in whole or in part,
except through corporate reorganization to the extent permitted by Section 5.12.

         SECTION 5.12. Consolidations, Mergers and Sales of Assets. 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)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)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 Borrower may merge with one another or
with Borrower, 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 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 10% of Consolidated Total Assets at the end of the
eighth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y)
contributed more than 10% of Consolidated Operating Profits during the 8
consecutive Fiscal Quarters immediately preceding such Fiscal Quarter.

         SECTION 5.13. Use of Proceeds. No portion of the proceeds of the Loans
will be used by Borrower or any Subsidiary (i) in connection with, either
directly or indirectly, any tender offer for, or other acquisition of, stock of
any corporation with a view towards obtaining control of such other corporation
(other than Permitted Acquisitions), (ii) directly or indirectly, for the
purpose, whether immediate, incidental or ultimate, of purchasing or carrying
any Margin Stock, or (iii) for any purpose in violation of any applicable law or
regulation. The proceeds of the Loans will be used by Borrower exclusively for
general corporate purposes.

         SECTION 5.14. Compliance with Laws; Payment of Taxes. Borrower will,
and will cause each of its Subsidiaries and each member of the Controlled Group
to, comply with


                                       32
<PAGE>

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. 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 (other than a Permitted Lien) against the
property of Borrower or any Subsidiary, except liabilities being contested in
good faith by appropriate proceedings diligently pursued and against which, if
requested by Bank, Borrower shall have set up reserves in accordance with GAAP.

         SECTION 5.15. Insurance. Borrower will maintain, and will cause each of
its Subsidiaries to maintain (either in the name of 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 5.16. Change in Fiscal Year. Borrower will not change its
Fiscal Year without the consent of Bank.

         SECTION 5.17. Maintenance of Property. 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 5.18. Environmental Notices. Borrower shall furnish to Bank
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 5.19. Environmental Matters. Borrower and its Subsidiaries will
not, and will not permit any Third Party to, use, produce, manufacture, process,
treat, recycle, generate, store, dispose of, manage at, or otherwise handle or
ship or transport to or from the Properties any Hazardous Materials except for
Hazardous Materials such as cleaning solvents, pesticides and other similar
materials used, produced, manufactured, processed, treated, recycled, generated,
stored, disposed, managed or otherwise handled in minimal amounts in the
ordinary course of business in compliance with all applicable Environmental
Requirements.

         SECTION 5.20. Environmental Release. 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 5.21. Transactions with Affiliates. Neither Borrower nor any of
its Subsidiaries shall enter into, or be a party to, any transaction with any
Affiliate of Borrower or such Subsidiary (which Affiliate is not Borrower or a
Subsidiary), except as permitted by law and in the ordinary course of business
and pursuant to reasonable terms which are fully disclosed to Bank, consent to
in writing by Bank, and are no less favorable to Borrower or such Subsidiary


                                       33
<PAGE>

than would be obtained in a comparable arm's length transaction with a Person
which is not an Affiliate.

         SECTION 5.22. Union Planters/Bankcorp South Loan Documents. Borrower
will not enter into any amendment or modification of any of the Union
Planters/Bancorp South Loan Documents without Bank's prior written consent, and
shall promptly delivery to Bank copies of each notice of default or event of
default (or any claim of a default or event of default) given as required under
the Union Planters/Bancorp South Loan Documents.

         SECTION 5.23. Waiver of Amendments of Union Planters/Bancorp South Loan
Documents. Borrower will not solicit, request or negotiate for or with respect
to any proposed waiver or amendment of any of the provisions of the Union
Planters/Bancorp South Loan Documents unless Bank shall be informed thereof by
Borrower and shall be afforded an opportunity to participate in any discussions
relating thereto. Executed or true and correct copies of any waiver or consent
effected pursuant to the provisions of any Union Planters/Bancorp South Loan
Document shall be delivered by Borrower to Bank forthwith following the date on
which the same shall have been executed and delivered by the applicable parties.
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 Person as consideration for or as an inducement to the
entering into by such Person of any waiver or amendment of any of the terms and
provisions of the Union Planters/Bancorp South Loan Documents unless the same is
consented to by Bank (and as a condition of such consent, Bank may require that
similar remuneration be concurrently paid, on the same terms, to Bank).

                                   ARTICLE VI

                                    DEFAULTS

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

         (a)      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

         (b)      Borrower shall fail to observe or perform any covenant
contained in Sections 5.02(ii), 5.03 to 5.13, inclusive, or Section 5.16 or 5.20
or

         (c)      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 Borrower has knowledge of such failure or (ii)
written notice thereof has been given to Borrower by Bank; or

         (d)      any representation, warranty, certification or statement made
or deemed made by 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


                                       34
<PAGE>

         (e)      Borrower or any Subsidiary shall fail to make any payment in
respect of Debt outstanding (other than the Notes) in an aggregate principal
amount in excess of $2,500,000 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 Borrower or any Subsidiary
in an aggregate principal amount in excess of $2,500,000 or the mandatory
prepayment or purchase of such Debt by 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)      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 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 Borrower or any Subsidiary under the federal
bankruptcy laws as now or hereafter in effect; or

         (i)      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 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 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


                                       35
<PAGE>

         (j)      one or more judgments or orders for the payment of money in an
aggregate amount in excess of $500,000 shall be rendered against 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 Borrower or any
Subsidiary under Section 6323 of the Code or a lien of the PBGC shall be filed
against Borrower or any Subsidiary under Section 4068 of ERISA and in either
case such lien shall remain unsatisfied and unstayed for a period of 25 days
after the date of filing; or

         (l)      (i)      any Person or two or more Persons acting in concert
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 Borrower;
or (ii) as of any date a majority of the Board of Directors of Borrower consists
of individuals who were not either (A) directors of Borrower as of the
corresponding date of the previous year, (B) selected or nominated to become
directors by the Board of Directors of 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 Borrower of which a majority consisted of
individuals described in clause (A) and individuals described in clause (B); or

         (m)      the occurrence of any event, act or condition which Bank
determines either does cause, or has a reasonable probability of causing, a
Material Adverse Effect;

         (n)      the validity or enforceability of this Agreement or any other
Loan Document, or any part thereof, shall be contested by Borrower, or Borrower
shall deny that it has any or further liability or obligation hereunder or
thereunder; and

         (o)      upon the occurrence of a default or event of default (after
the expiration of any applicable grace and cure period) under any agreement to
which Borrower is a party and pertaining to the repayment of its Debt,
including, without limitation, the Union Planters/Bancorp South Debt;

then, and in every such event, Bank may (i) by notice to Borrower terminate the
Commitment, and Bank shall be under no obligation to make any further Loans
hereunder, and (ii) by notice to 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 with 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 Borrower; provided that if any Event of Default specified in
clause (g) or (h) above occurs with respect to Borrower, without any notice to
Borrower or any other act by Bank, the Commitment 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 Borrower. Notwithstanding
the foregoing, Bank shall have available to it, and may exercise, all other
remedies at law or equity.


                                       36
<PAGE>

                                   ARTICLE VII

                      CHANGE IN CIRCUMSTANCES; COMPENSATION

         SECTION 7.01. Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period:

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

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

Bank shall forthwith give notice thereof to Borrower, whereupon until Bank
notifies Borrower that the circumstances giving rise to such suspension no
longer exist, the obligations of Bank to make the Euro-Dollar Loans specified in
such notice shall be suspended. Unless Borrower notifies Bank at least 2
Domestic Business Days before the date of any Borrowing of Euro-Dollar Loans 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.

         SECTION 7.02. 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 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 Bank (or its Lending Office) to make,
maintain or fund its Euro-Dollar Loans, Bank shall forthwith give notice thereof
to Borrower, whereupon until Bank notifies Borrower that the circumstances
giving rise to such suspension no longer exist, the obligation of Bank to make
Euro-Dollar Loans shall be suspended. Before giving any notice to Bank pursuant
to this Section, 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 Bank, be otherwise disadvantageous to Bank. If 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, Borrower
shall immediately prepay in full the then outstanding principal amount of each
Euro-Dollar Loan of Bank, together with accrued interest thereon and any amount
due Bank pursuant to Section 7.05(a). Concurrently with prepaying each such
Euro-Dollar Loan, Borrower shall borrow a Base Rate Loan in an equal principal
amount from Bank, and Bank shall make such a Base Rate Loan.

         SECTION 7.03. Increased Cost and Reduced Return. (a) If after the date
hereof, a Change of Law or compliance by Bank (or its Lending Office) with any
request or directive (whether or not having the force of law) of any Authority:

         (i)      shall subject 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 Bank (or its


                                       37
<PAGE>

         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 Bank or its
         Lending Office imposed by the jurisdiction in which 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 with respect to any Euro-Dollar Loan 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, Bank (or its Lending Office); or

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

and the result of any of the foregoing is to increase the cost to 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 Bank (or its Lending Office) under
this Agreement or under its Notes with respect thereto, by an amount deemed by
Bank to be material, then, within 15 days after demand by Bank, Borrower shall
pay to Bank such additional amount or amounts as will compensate Bank for such
increased cost or reduction.

         (b)      If 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 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 Bank's capital as a consequence of its
obligations hereunder to a level below that which Bank could have achieved but
for such adoption, change or compliance (taking into consideration Bank's
policies with respect to capital adequacy) by an amount deemed by Bank to be
material, then from time to time, within 15 days after demand by Bank, Borrower
shall pay to Bank such additional amount or amounts as will compensate Bank for
such reduction.

         (c)      Bank will promptly notify Borrower of any event of which it
has knowledge, occurring after the date hereof, which will entitle 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 Bank, be otherwise
disadvantageous to Bank. A certificate of 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, Bank may use any reasonable averaging and attribution methods.

         (d)      The provisions of this Section 7.03 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.


                                       38
<PAGE>

         SECTION 7.04. Base Rate Loans Substituted for Affected Euro-Dollar
Loans. If (i)the obligation of Bank to make or maintain Euro-Dollar Loans has
been suspended pursuant to Section 7.02, or (ii) Bank has demanded compensation
under Section 8.03, and Borrower shall, by at least 5 Euro-Dollar Business Days'
prior notice to Bank, have elected that the provisions of this Section shall
apply to Bank, then, unless and until Bank notifies Borrower that the
circumstances giving rise to such suspension or demand for compensation no
longer apply:

         (a)      all Loans which would otherwise be made by 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 Borrower shall elect that the provisions of this Section shall
apply to Bank, Borrower shall remain liable for, and shall pay to Bank as
provided herein, all amounts due Bank under Section 7.03 in respect of the
period preceding the date of conversion of Bank's Loans resulting from
Borrower's election.

         SECTION 7.05. Compensation. Upon the request of Bank delivered to
Borrower, Borrower shall pay to Bank such amount or amounts as shall compensate
Bank for any loss, cost or expense incurred by Bank as a result of:

         (a)      any payment or prepayment (pursuant to Section 2.09, Section
2.10, Section 7.02 or otherwise) of a Euro-Dollar Loan or a Money Market Loan on
a date other than the last day of an Interest Period for such Euro-Dollar Loan
or Money Market Loan, as the case may be;

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

         (c)      any failure by 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; or

         (d)      any failure by Borrower to borrow a Money Market Loan (with
respect to which Borrower has accepted a Money Market Quote) on the date for the
Money Market Borrowing of which such Money Market Loan is a part specified in
the applicable Money Market Quote Request delivered pursuant to Section 2.03;

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


                                       39
<PAGE>

reasonably determined by Bank) Bank would have paid on deposits in Dollars of
comparable amounts having terms comparable to such period placed with it by
leading banks in the London interbank market (if such Loan is a Euro-Dollar
Loan).

                                  ARTICLE VIII

                                  MISCELLANEOUS

         SECTION 8.01. 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 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 Bank under Article II or Article VII shall not be effective until
received.

         SECTION 8.02. No Waivers. No failure or delay by 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 8.03. Expenses; Documentary Taxes; Indemnification. (a)
Borrower shall pay (i) all out-of-pocket expenses of Bank, including fees and
disbursements of special counsel for Bank, 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 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)      Borrower shall indemnify 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)      Borrower shall indemnify Bank 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
Borrower of the proceeds of any extension of credit by Bank hereunder or breach
by Borrower of this Agreement or any other Loan Document or from investigation,
litigation (including, without limitation, any actions taken by Bank to enforce
this Agreement or


                                       40
<PAGE>

any of the other Loan Documents) or other proceeding (including, without
limitation, any threatened investigation or proceeding) relating to the
foregoing, and Borrower shall reimburse 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 8.04. Setoffs. Borrower hereby grants to Bank, as security for
the full and punctual payment and performance of the obligations of Borrower
under this Agreement, a continuing lien on and security interest in all deposits
and other sums credited by or due from Bank to Borrower or subject to withdrawal
by Borrower; and regardless of the adequacy of any collateral or other means of
obtaining repayment of such obligations, Bank may at any time upon or after the
occurrence of any Event of Default, and without notice to 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.

         SECTION 8.05. Amendments and Waivers. 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 Borrower and Bank.

         SECTION 8.06. [INTENTIONALLY DELETED]

         SECTION 8.07. 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 Borrower may not
assign or otherwise transfer any of its rights under this Agreement.

         (b)      Bank may at any time sell to one or more Persons (each a
"Participant") participating interests in any Loan owing to Bank, any Note held
by Bank, the Commitment hereunder or any other interest of Bank hereunder. In
the event of any such sale by Bank of a participating interest to a Participant,
Bank's obligations under this Agreement shall remain unchanged, Bank shall
remain solely responsible for the performance thereof, Bank shall remain the
holder of any such Note for all purposes under this Agreement, and Borrower
shall continue to deal solely and directly with Bank in connection with Bank's
rights and obligations under this Agreement. In no event shall Bank be obligated
to a Participant to take or refrain from taking any action hereunder except that
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 or reduce the amount of any 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
reduction 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. Bank shall, within 10 Domestic Business Days of
such sale, provide Borrower with written notification stating that such sale has
occurred and identifying the


                                       41
<PAGE>

Participant and the interest purchased by such Participant. Borrower agrees that
each Participant shall be entitled to the benefits of Article VII with respect
to its participation in Loans outstanding from time to time.

         (c)      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
I, executed by such Assignee and Bank; provided that (i) no interest may be sold
by Bank pursuant to this paragraph (c) unless the Assignee shall agree to assume
ratably equivalent portions of Bank's Commitment, (ii) the amount of the
Commitment of Bank being assigned pursuant to such assignment (determined as of
the effective date of the assignment) shall be equal to or more than $5,000,000,
and (iii) no interest may be sold by Bank pursuant to this paragraph (c) to any
Assignee that is not then an Affiliate of Bank without the consent of Borrower,
which consent shall not be unreasonably withheld, provided that Borrower's
consent shall not be necessary with respect to any assignment made during the
existence of a Default or an Event of Default. Upon (A) execution of the
Assignment and Acceptance by Bank, such Assignee, and (if applicable) Borrower,
(B) delivery of an executed copy of the Assignment and Acceptance to Borrower,
(C) payment by such Assignee to Bank of an amount equal to the purchase price
agreed between Bank and such Assignee, and (D) payment to Bank of a processing
and recordation fee of $1,500 (if such Assignee is then an Affiliate of Bank) or
$3,500 (if such Assignee is not then an Affiliate of Bank), such Assignee shall
for all purposes be a party to this Agreement and shall have all the rights and
obligations of a party to this Agreement (including, without limitation, the
rights 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 Borrower or Bank shall
be required. Upon the consummation of any transfer to an Assignee pursuant to
this paragraph (c), the transferor Bank and Borrower shall make appropriate
arrangements so that, if required, a new Note is issued to each of such Assignee
and such transferor Bank. Notwithstanding the foregoing, no such assignment may
be made unless Bank and Borrower shall execute such documentation as may be
reasonably required and approved by either of them in connection therewith (such
approval not to be unreasonably withheld or delayed), including an amendment to
this Agreement providing for the appointment of an agent, or an intercreditor
agreement.

         (d)      Subject to the provisions of Section 8.08, Borrower authorizes
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 Bank's possession concerning Borrower which has been delivered to
Bank by Borrower pursuant to this Agreement or which has been delivered to Bank
by Borrower in connection with Bank's credit evaluation prior to entering into
this Agreement.

         (e)      No Transferee shall be entitled to receive any greater payment
under Section 7.03 than Bank would have been entitled to receive with respect to
the rights transferred, unless such transfer is made with Borrower's prior
written consent or by reason of the provisions of Section 7.02 or 7.03 requiring
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.


                                       42
<PAGE>

         (f)      Anything in this Section 8.07 to the contrary notwithstanding,
Bank may assign and pledge all or any portion of the Loans and/or obligations
owing to it to any Federal Reserve Bank 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 Borrower to Bank in accordance with the terms of this
Agreement shall satisfy Borrower's obligations hereunder in respect of such
assigned Loans and/or obligations to the extent of such payment. No such
assignment shall release Bank from its obligations hereunder.

         SECTION 8.08. Confidentiality. Bank agrees to exercise commercially
reasonable efforts to keep any information delivered or made available by
Borrower to it which is clearly indicated to be confidential information,
confidential from anyone other than persons employed or retained by Bank who are
or are expected to become engaged in evaluating, approving, structuring or
administering the Loans; provided, however, that nothing herein shall prevent
Bank from disclosing such information (i) upon the order of any court or
administrative agency, (ii) upon the request or demand of any regulatory agency
or authority having jurisdiction over Bank, (iii) which has been publicly
disclosed, (iv) to the extent reasonably required in connection with any
litigation to which Bank or its Affiliates may be a party, (v) to the extent
reasonably required in connection with the exercise of any remedy hereunder,
(vi) to 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 8.09. Representation by Bank. 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 8.07, the disposition of the Note or Notes held by Bank shall
at all times be within its exclusive control.

         SECTION 8.10. Survival of Certain Obligations. Sections 7.03(a),
7.03(b), 7.05 and 8.03, and the obligations of Borrower thereunder, shall
survive, and shall continue to be enforceable notwithstanding, the termination
of this Agreement and the Commitment and the payment in full of the principal of
and interest on all Loans.

         SECTION 8.11. Alabama Law. This Agreement and each Note shall be
construed in accordance with and governed by the law of the State of Alabama.

         SECTION 8.12. 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 8.13. 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
Bank by Borrower or inadvertently


                                       43
<PAGE>

received by Bank, then such excess sum shall be credited as a payment of
principal, unless Borrower shall notify Bank in writing that it elects to have
such excess sum returned forthwith. It is the express intent hereof that
Borrower not pay and Bank not receive, directly or indirectly in any manner
whatsoever, interest in excess of that which may legally be paid by Borrower
under applicable law.

         SECTION 8.14. 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 8.15. Consent to Jurisdiction. Borrower (a) submits to personal
jurisdiction in the State of Alabama, 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
Alabama 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 8.01 for the giving of notice to
Borrower. Nothing herein contained, however, shall prevent Bank from bringing
any action or exercising any rights against any security and against Borrower
personally, and against any assets of Borrower, within any other state or
jurisdiction.

         SECTION 8.16. 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.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       44
<PAGE>

         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.

                                             HANCOCK FABRICS, INC.



                                             By:                       (SEAL)
                                                -----------------------
                                             Title:
                                                   --------------------

         3406 West Main Street
         Tupelo, Mississippi  38803
         Attention: Bruce D. Smith
         Telecopy number: (601) 842-2834
         Telephone number: (601) 842-2834 (Ext. 112)

                                             SOUTHTRUST BANK



                                             By:                       (SEAL)
                                                -----------------------
                                             Title:
                                                   --------------------

         P.O. Box 2554
         Birmingham, Alabama 35244
         Attention: Regional Corporate Banking Department
         Telecopy number: (205) _________
         Telephone number: (205) 254-5386


                                       45
<PAGE>

                                   SCHEDULE 1

                   Union Planters/Bancorp South Loan Documents


                                       46
<PAGE>

                                  SCHEDULE 4.08

                              Existing Subsidiaries

<TABLE>
<CAPTION>
Name of Subsidiary                                 Jurisdiction of Incorporation
------------------                                 -----------------------------
<S>                                                <C>
HF Enterprises, Inc.                                          Delaware

HF Resources, Inc.                                            Delaware

HF Merchandising, Inc.                                        Delaware

Hancock Fabrics of MI, Inc.                                   Delaware

Hancock Fabrics, LLC                                          Delaware

hancockfabrics.com, Inc.                                      Delaware

Sewing Centers, LLC                                           Delaware
</TABLE>


                                       47
<PAGE>

                                  SCHEDULE 5.09

                                 Existing Liens

                                      None


                                       48
<PAGE>

                                    EXHIBIT A

                                 SYNDICATED NOTE

$25,000,000.00                                               Birmingham, Alabama

                                                                 March ___, 2002

         For value received, HANCOCK FABRICS, INC., a Delaware corporation (the
"Borrower"), promises to pay to the order of SOUTHTRUST BANK, an Alabama banking
corporation (the "Bank"), for the account of its Lending Office, the principal
sum of Twenty-Five Million and No/100 Dollars ($25,000,000.00), or such lesser
amount as shall equal the unpaid principal amount of each Syndicated Loan made
by Bank to Borrower pursuant to the Credit Agreement referred to below, on the
dates and in the amounts provided in the Credit Agreement. Borrower promises to
pay interest on the unpaid principal amount of this Syndicated 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 SouthTrust Bank, P.O. Box 2554, Birmingham,
Alabama 35290, or such other address as may be specified from time to time
pursuant to the Credit Agreement.

         All Syndicated Loans made by 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 Bank and, prior to any transfer
hereof, endorsed by 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 Bank to make, or any error of Bank in making, any such recordation or
endorsement shall not affect the obligations of Borrower hereunder or under the
Credit Agreement.

         This note is the Syndicated Note referred to in the Credit Agreement
dated as of March ___, 2001, between Borrower and Bank (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.

         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.

         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.

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

                                             HANCOCK FABRICS, INC.



                                             By:                       (SEAL)
                                                -----------------------
                                             Title:
                                                   --------------------


                               Exhibit A - Page 1
<PAGE>

                   SYNDICATED LOANS AND PAYMENTS OF PRINCIPAL

          Type                 Amount     Amount of
           of       Interest     of       Principal     Maturity     Notation
Date     Loan(0)     Rate       Loan        Repaid        Date        Made By
----     -------    --------   ------     ---------     --------     --------

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                               Exhibit A - Page 2