<PAGE>

                                                                   Exhibit 10.28


                                                                  EXECUTION COPY


                                FOURTH AMENDMENT

                          Dated as of February 14, 2000

                  This FOURTH AMENDMENT (the "Fourth Amendment") among The Donna
Karan Company, a New York general partnership, The Donna Karan Company Store,
G.P., a New York general partnership, Donna Karan Studio, a New York general
partnership, and DK Footwear Partners, a New York general partnership
(collectively, the "Borrowers"), the financial institutions from time to time
parties thereto as lenders (the "Lenders"), the financial institutions from time
to time parties thereto as issuing banks (the "Issuing Banks"), Citibank, N.A.,
in its capacity as administration agent for the Lenders and the Issuing Banks
(the "Administrative Agent"), The Chase Manhattan Bank and Nationsbank, N.A., in
their capacity as co-agents (the "Co-Agents").

                             PRELIMINARY STATEMENTS:

                  (1) The Borrowers, the Lenders, the Issuing Banks, the
Co-Agents and the Administrative Agent have entered into a Second Amended and
Restated Credit Agreement dated as of January 29, 1998, as amended from time to
time (as so amended, the "Credit Agreement"). Unless otherwise defined herein,
the terms defined in the Credit Agreement shall be used herein as therein
defined.

                  (2) The Borrowers and the Lenders have agreed to amend the
Credit Agreement as hereinafter set forth.

                  SECTION 1. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement
is, effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2 hereof, hereby amended as follows:

                  (a) The definition of "Acceptance Termination Date" set forth
         in Section 1.01 of the Credit Agreement is amended by deleting such
         definition in its entirety and substituting therefor the following:

                  "'ACCEPTANCE TERMINATION DATE' means the day which is the
                  earliest of (i) January 31, 2003, (ii) the termination of the
                  Commitments pursuant to SECTION 11.02(a), (iii) the date of
                  termination in whole of the Domestic Commitments pursuant to
                  SECTION 3.01(a) and (iv) the date of the termination of the
                  Acceptance Commitment pursuant to SECTION 2.04(l)."

                  (b) The first sentence of the definitions of "Applicable Fixed
         Rate Margin" and the "Applicable Floating Rate Margin" is amended by
         inserting the word "first" before the term "EBITDA certificate".

<PAGE>

                  (c) The definition of "Commitment Termination Date" set forth
         in Section 1.01 of the Credit Agreement is amended by deleting such
         definition in its entirety and substituting therefor the following:

                  "'COMMITMENT TERMINATION DATE' means the day which is the
                  earliest of (A) May 1, 2003, (B) the termination of the
                  Commitments pursuant to SECTION 11.02(a) and (C) the date of
                  termination in whole of the Commitments pursuant to SECTION
                  3.01(a)."

                  (d) The definition of "EBITDA" set forth in Section 1.01 of
         the Credit Agreement is amended by deleting such definition in its
         entirety and substituting therefor the following:

                  "'EBITDA' means, for any Financial Covenant Period, for Donna
                  Karan International and its Subsidiaries on a consolidated
                  basis (i) the sum of the amounts for such period of (A) Net
                  Income, (B) depreciation and amortization expense, (C)
                  interest expense, (D) federal, state, local and foreign income
                  taxes and (E) unusual expense associated with the write-off of
                  the capitalized portion of financing costs; MINUS (ii) gains
                  from Asset Sales (but including expense reimbursements in
                  connection with Asset Sales closing in 1996); PLUS (iii)
                  losses from Asset Sales; MINUS (iv) extraordinary gains; MINUS
                  (v) interest income; MINUS (vi) any gain relating to the
                  accumulated effect of any change in accounting method; PLUS
                  (vii) any loss relating to the accumulated effect of any
                  change in accounting method; PLUS (viii) the non-cash
                  restructuring charges and other non-recurring non-cash charges
                  incurred in Fiscal Year 1999 in an amount not to exceed
                  $7,000,000, each item in clauses (i) through (viii) calculated
                  in conformity with GAAP for such period."

                  (e) The definition of "Fixed Charge Coverage Ratio" set forth
         in Section 1.01 of the Credit Agreement is amended by deleting such
         definition in its entirety and substituting therefor the following:

                  "'FIXED CHARGE COVERAGE RATIO' means, for any Financial
                  Covenant Period, the ratio of (i) EBITDA PLUS the Net Cash
                  Proceeds of Asset Sales received during such period MINUS
                  Capital Expenditures made during such period (excluding
                  $9,200,000, representing the cash portion of the purchase
                  price for the UK Acquisition, from the fourth fiscal quarter
                  of 1999) MINUS the Investments made pursuant to SECTION
                  9.04(iv) during such period MINUS any dividends payments or
                  stock repurchases with respect to the Common Stock during such
                  period MINUS any cash payment of taxes made during such
                  period, to (ii) Cash Interest Expense for such period PLUS any
                  principal payment of Funded Debt made during such period
                  (excluding for each fiscal quarter in Fiscal Year 2002, the
                  amount of any repayment of the subordinated indebtedness
                  incurred by The Donna Karan Company and Donna Karan Stores
                  (U.K.) Limited owing to B.S. Ong/Club 21 and/or its affiliates
                  provided that such amount does not exceed $8,700,000."


                                       2
<PAGE>

                  (f) The definition of "Indebtedness" set forth in Section 1.01
         of the Credit Agreement is amended by deleting such definition in its
         entirety and substituting therefor the following:

                  "'INDEBTEDNESS' means, as applied to any Person at any time,
                  (a) all indebtedness, obligations or other liabilities of such
                  Person (i) for borrowed money or evidenced by debt securities,
                  debentures, acceptances, notes or other similar instruments,
                  and any accrued interest, fees and charges relating thereto,
                  (ii) under profit payment agreements or in respect of
                  obligations to redeem, repurchase or exchange any Securities
                  of such Person or to pay dividends in respect of any stock,
                  (iii) with respect to letters of credit issued for such
                  Person's account, (iv) to pay the deferred purchase price of
                  property or services, except accounts payable and accrued
                  expenses arising in the ordinary course of business, (v) in
                  respect of Capital Leases; (b) Accommodation Obligations with
                  respect to indebtedness, obligations or other liabilities of a
                  Person of a type set forth in clause (a); (c) all
                  indebtedness, obligations or other liabilities of such Person
                  or others secured by a Lien (other than a Customary Permitted
                  Lien) on any property of such Person, whether or not such
                  indebtedness, obligations or liabilities are assumed by such
                  Person, all as of such time; (d) all indebtedness, obligations
                  or other liabilities of such Person in respect of Interest
                  Rate Contracts and foreign exchange contracts, net of
                  liabilities owed to such Person by the counterparties thereon;
                  (e) all preferred stock subject (upon the occurrence of any
                  contingency or otherwise) to mandatory redemption; and (f) all
                  contingent Contractual Obligations with respect to any of the
                  foregoing."

                  (g) Clause (f) of Section 7.01 of the Credit Agreement is
         amended by deleting such Section in its entirety and substituting
         therefor the following:

                  "(f) EBITDA REPORT. On or prior to February 28 of each Fiscal
                  Year, a certificate, signed by Donna Karan International's
                  chief financial officer or controller, setting forth
                  calculations (with such specificity as the Requisite Lenders
                  may reasonably request) for the determination of EBITDA for
                  the immediately preceding Fiscal Year and compliance with
                  Section 10.06."

                  (h) Clause (v) of Section 9.01 of the Credit Agreement is
         amended by deleting such Section in its entirety and substituting
         therefor the following:

                  "(v) Indebtedness incurred under foreign exchange hedging
                  contracts;"

                  (i) Section 9.01 of the Credit Agreement is further amended by
         adding at the end thereof a new clause (x) to read as follows:

                  "(x) Indebtedness incurred by one member of the Donna Karan
                  Group owing to another member of the Donna Karan Group."


                                       3
<PAGE>

                  (j) Section 9.03 of the Credit Agreement is amended by adding
         at the end thereof a new clause (viii) to read as follows:

                  "(viii) Liens on cash in an aggregate amount not to exceed
                  $4,000,000 securing Indebtedness permitted under SECTION
                  9.01(v)."

                  (k) Section 9.04 of the Credit Agreement is amended by adding
         at the end thereof a new clause (v) to read as follows:

                  "(v) Investments by any member of the Donna Karan Group in any
                  of its Subsidiaries in existence on February 1, 2000 and any
                  Subsidiary created in compliance with SECTION 9.09(b)."

                  (l) Section 9.06 of the Credit Agreement is amended by adding
         at the end thereof a new clause (viii) to read as follows:

                  "(viii) the repayment of the subordinated indebtedness
                  incurred by The Donna Karan Company and Donna Karan Stores
                  (U.K.) Limited owing to B.S. Ong/Club 21 and/or its affiliates
                  in an amount not to exceed $8,700,000; PROVIDED that at the
                  time of such repayment and after giving effect thereto the
                  Borrowers have Availability of at least $30,000,000."

                  (m) Section 9.13 of the Credit Agreement is amended by
         deleting such Section in its entirety and substituting therefor the
         following:

                  "9.13. OPERATING LEASES. No member of the Donna Karan Group
                  shall become liable in any way, whether directly or by
                  assignment or by Accommodation Obligation, for the obligations
                  of a lessee under any Operating Lease, except:

                           (a) the Operating Lease entered into in December 1997
                  by The Donna Karan Company Stores G.P. for the Madison Avenue
                  store in New York, New York; and

                           (b) Operating Leases, if immediately after giving
                  effect to the incurrence of Rental Payments with respect
                  thereto, the aggregate amount of all Rental Payments with
                  respect to such Operating Leases does not exceed (i) in Fiscal
                  Years 2000 and 2001, an amount equal to $45,000,000 MINUS the
                  amount of Rental Payments for such Fiscal Year with respect to
                  the Operating Lease permitted by SECTION 9.13(a), (ii) in
                  Fiscal Year 2002, an amount equal to $55,000,000 MINUS the
                  amount of Rental Payments for such Fiscal Year with respect to
                  the Operating Lease permitted by SECTION 9.13(a), and (iii) in
                  Fiscal Year 2003, an amount equal to $65,000,000 MINUS the
                  amount of Rental Payments for such Fiscal Year with respect to
                  the Operating Lease permitted by SECTION 9.13(a)."


                                       4
<PAGE>

                  (n) Section 9.14 of the Credit Agreement is amended by
         deleting such Section in its entirety and substituting therefor the
         following:

                  "9.14. CAPITAL EXPENDITURES. No member of the Donna Karan
                  Group shall make or incur Capital Expenditures (a) during
                  Fiscal Year 2000 if the aggregate amount of Capital
                  Expenditures for the Donna Karan Group PLUS the aggregate
                  amount of the Investments made pursuant to SECTION 9.04(iv)
                  would exceed Twenty Million Five Hundred Thousand Dollars
                  ($20,500,000) for such Fiscal Year, (b) during Fiscal Years
                  2001 and 2002 if the aggregate amount of Capital Expenditures
                  for the Donna Karan Group PLUS the aggregate amount of the
                  Investments made pursuant to SECTION 9.04(iv) would exceed
                  Twenty Seven Million Five Hundred Thousand Dollars
                  ($27,500,000) for any such Fiscal Year and (c) during the
                  first six months of Fiscal Year 2003 if the aggregate amount
                  of Capital Expenditures for the Donna Karan Group PLUS the
                  aggregate amount of the Investments made pursuant to SECTION
                  9.04(iv) would exceed Thirteen Million Seven Hundred Fifty
                  Thousand Dollars ($13,750,000) for such six month period;
                  PROVIDED, HOWEVER, that the Donna Karan Group may carry
                  forward from one Fiscal Year to another Fiscal Year any
                  Capital Expenditures permitted hereunder, but not made or
                  incurred in such Fiscal Year, in an amount of up to Twelve
                  Million Dollars ($12,000,000); PROVIDED, FURTHER, that cost of
                  Equipment purchased to replace Equipment damaged or destroyed
                  shall not be included in the calculations for Capital
                  Expenditures under this SECTION 9.14 to the extent of the
                  amount of insurance proceeds received and applied against the
                  Obligations."

                  (o) Section 10.01 of the Credit Agreement is amended by
         deleting such Section in its entirety and substituting therefor the
         following:

                  "10.01. MINIMUM ADJUSTED NET WORTH. The Adjusted Net Worth of
                  Donna Karan International and its Subsidiaries on a
                  consolidated basis at the end of each fiscal quarter set forth
                  below shall not be less than the amount set forth opposite
                  such quarter:

<TABLE>
<CAPTION>

                  Fiscal Quarter                           Minimum Amount
                  --------------                           --------------

<S>               <C>                                         <C>
                  First Fiscal Quarter 1998                   $100,000,000
                  Second Fiscal Quarter 1998                  $ 95,000,000
                  Third Fiscal Quarter 1998                   $100,000,000
                  Fourth Fiscal Quarter 1998                  $115,000,000
                  First Fiscal Quarter 1999                   $115,000,000
                  Second Fiscal Quarter 1999                  $115,000,000
                  Third Fiscal Quarter 1999                   $120,000,000
                  Fourth Fiscal Quarter 1999                  $120,000,000
                  First Fiscal Quarter 2000                   $120,000,000
                  Second Fiscal Quarter 2000                  $120,000,000
                  Third Fiscal Quarter 2000                   $125,000,000
                  Fourth Fiscal Quarter 2000                  $125,000,000

</TABLE>


                                       5
<PAGE>

<TABLE>

<S>               <C>                                         <C>
                  First Fiscal Quarter 2001                   $125,000,000
                  Second Fiscal Quarter 2001                  $125,000,000
                  Third Fiscal Quarter 2001                   $125,000,000
                  Fourth Fiscal Quarter 2001                  $125,000,000
                  First Fiscal Quarter 2002                   $125,000,000
                  Second Fiscal Quarter 2002                  $125,000,000
                  Third Fiscal Quarter 2002                   $125,000,000
                  Fourth Fiscal Quarter 2002                  $125,000,000
                  First Fiscal Quarter 2003                   $125,000,000

</TABLE>

                  (p) Section 10.02 of the Credit Agreement is amended by
         deleting such Section in its entirety and substituting therefor the
         following:

                  "10.02. MINIMUM INTEREST COVERAGE RATIO. The Interest Coverage
                  Ratio of Donna Karan International and its Subsidiaries on a
                  consolidated basis at the end of each fiscal quarter set forth
                  below shall not be less than the ratio set forth opposite such
                  quarter:

<TABLE>
<CAPTION>

                  Fiscal Quarter                                 Ratio
                  --------------                                 -----

<S>               <C>                                          <C>
                  Fourth Fiscal Quarter 1998                   3.00  to 1.0
                  First Fiscal Quarter 1999                    3.00  to 1.0
                  Second Fiscal Quarter 1999                   3.00  to 1.0
                  Third Fiscal Quarter 1999                    3.00  to 1.0
                  Fourth Fiscal Quarter 1999                   4.50  to 1.0
                  First Fiscal Quarter 2000                    4.50  to 1.0
                  Second Fiscal Quarter 2000                   5.00  to 1.0
                  Third Fiscal Quarter 2000                    5.00  to 1.0
                  Fourth Fiscal Quarter 2000                   5.00  to 1.0
                  First Fiscal Quarter 2001                    5.00  to 1.0
                  Second Fiscal Quarter 2001                   5.00  to 1.0
                  Third Fiscal Quarter 2001                    5.00  to 1.0
                  Fourth Fiscal Quarter 2001                   5.00  to 1.0
                  First Fiscal Quarter 2002                    5.00  to 1.0
                  Second Fiscal Quarter 2002                   5.00  to 1.0
                  Third Fiscal Quarter 2002                    5.00  to 1.0
                  Fourth Fiscal Quarter 2002                   5.00  to 1.0
                  First Fiscal Quarter 2003                    5.00  to 1.0"

</TABLE>

                  (q) Section 10.03 of the Credit Agreement is amended by
         deleting such Section in its entirety and substituting therefor the
         following:

                  "10.03. MINIMUM FIXED CHARGE COVERAGE RATIO. The Fixed Charge
                  Coverage Ratio of Donna Karan International and its
                  Subsidiaries on a consolidated basis at the end of each fiscal
                  quarter set forth below shall not be less than the ratio set
                  forth opposite such quarter:


                                       6
<PAGE>

<TABLE>
<CAPTION>

                  Fiscal Quarter                                   Ratio
                  --------------                                   -----

<S>               <C>                                          <C>
                  First Fiscal Quarter 2000                     2.00 to 1.0
                  Second Fiscal Quarter 2000                    2.00 to 1.0
                  Third Fiscal Quarter 2000                     2.00 to 1.0
                  Fourth Fiscal Quarter 2000                    3.00 to 1.0
                  First Fiscal Quarter 2001                     3.00 to 1.0
                  Second Fiscal Quarter 2001                    3.00 to 1.0
                  Third Fiscal Quarter 2001                     3.00 to 1.0
                  Fourth Fiscal Quarter 2001                    3.00 to 1.0
                  First Fiscal Quarter 2002                     3.00 to 1.0
                  Second Fiscal Quarter 2002                    3.00 to 1.0
                  Third Fiscal Quarter 2002                     3.00 to 1.0
                  Fourth Fiscal Quarter 2002                    3.00 to 1.0
                  First Fiscal Quarter 2003                     3.00 to 1.0"

                  (r) Section 10.04 of the Credit Agreement is amended by
         deleting such Section in its entirety and substituting therefor the
         following:

                  "10.04. MINIMUM WORKING CAPITAL RATIO. The Working Capital
                  Ratio of Donna Karan International and its Subsidiaries on a
                  consolidated basis at the end of each fiscal quarter set forth
                  below shall not be less than the ratio set forth opposite such
                  quarter:

<CAPTION>

                  Fiscal Quarter                                 Ratio
                  --------------                                 -----

<S>               <C>                                          <C>
                  Fourth Fiscal Quarter 1999                  1.40 to 1.0
                  First Fiscal Quarter 2000                   1.40 to 1.0
                  Second Fiscal Quarter 2000                  1.40 to 1.0
                  Third Fiscal Quarter 2000                   1.40 to 1.0
                  Fourth Fiscal Quarter 2000                  1.40 to 1.0
                  First Fiscal Quarter 2001                   1.40 to 1.0
                  Second Fiscal Quarter 2001                  1.40 to 1.0
                  Third Fiscal Quarter 2001                   1.40 to 1.0
                  Fourth Fiscal Quarter 2001                  1.40 to 1.0
                  First Fiscal Quarter 2002                   1.40 to 1.0
                  Second Fiscal Quarter 2002                  1.40 to 1.0
                  Third Fiscal Quarter 2002                   1.40 to 1.0
                  Fourth Fiscal Quarter 2002                  1.40 to 1.0
                  First Fiscal Quarter 2003                   1.40 to 1.0"

</TABLE>

                  (s) Section 10.05 of the Credit Agreement is amended by
         deleting such Section in its entirety and substituting therefor the
         following:

                  "10.05. MAXIMUM LEVERAGE RATIO. The Leverage Ratio of Donna
                  Karan International and its Subsidiaries on a consolidated
                  basis at the end of each fiscal



                                       7
<PAGE>

                  quarter set forth below shall not be greater than the ratio
                  set forth opposite such quarter:

<TABLE>
<CAPTION>

                  Fiscal Quarter                                 Ratio
                  --------------                                 -----

<S>               <C>                                         <C>
                  Fourth Fiscal Quarter 1998                  2.00 to 1.0
                  First Fiscal Quarter 1999                   2.00 to 1.0
                  Second Fiscal Quarter 1999                  2.00 to 1.0
                  Third Fiscal Quarter 1999                   3.00 to 1.0
                  Fourth Fiscal Quarter 1999                  2.00 to 1.0
                  First Fiscal Quarter 2000                   2.00 to 1.0
                  Second Fiscal Quarter 2000                  2.00 to 1.0
                  Third Fiscal Quarter 2000                   2.00 to 1.0
                  Fourth Fiscal Quarter 2000                  2.00 to 1.0
                  First Fiscal Quarter 2001                   2.00 to 1.0
                  Second Fiscal Quarter 2001                  2.00 to 1.0
                  Third Fiscal Quarter 2001                   2.00 to 1.0
                  Fourth Fiscal Quarter 2001                  2.00 to 1.0
                  First Fiscal Quarter 2002                   2.00 to 1.0
                  Second Fiscal Quarter 2002                  2.00 to 1.0
                  Third Fiscal Quarter 2002                   2.00 to 1.0
                  Fourth Fiscal Quarter 2002                  2.00 to 1.0
                  First Fiscal Quarter 2003                   2.00 to 1.0"

                  (t) Section 10.06 of the Credit Agreement is amended by
         deleting such Section in its entirety and substituting therefor the
         following:

                  "10.06. EBITDA. The EBITDA for Donna Karan International and
                  its Subsidiaries on a consolidated basis at the end of the
                  fourth fiscal quarter for each Fiscal Year set forth below
                  shall not be less than the amount set forth opposite such
                  Fiscal Year:

<CAPTION>

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

<S>                        <C>                               <C>
                           1999                              $25,000,000
                           2000                              $33,000,000
                           2001                              $35,000,000
                           2002                              $40,000,000"

</TABLE>

                  SECTION 2. CONDITIONS OF EFFECTIVENESS. This Fourth Amendment
shall become effective when (a) the Administrative Agent shall have received
counterparts of this Fourth Amendment executed by the Borrowers and the Lenders
and (b) the Borrowers shall have paid to the Administrative Agent, for the
ratable benefit of the Lenders, a fee in the amount of one-eighth of one percent
(0.125%) of the amount of the Commitments.


                                       8
<PAGE>

                  SECTION 3.  REPRESENTATIONS AND WARRANTIES OF THE BORROWERS.
Each Borrower represents and warrants as follows:

                  (a) After giving effect to this Fourth Amendment, all of the
         representations and warranties contained in Section 6.01 of the Credit
         Agreement and in the other Loan Documents shall be true in all material
         respects.

                  (b) After giving effect to this Fourth Amendment, no Default
         or Event of Default shall have occurred and be continuing.

                  SECTION 4. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a)
Upon the effectiveness of this Fourth Amendment, on and after the date hereof
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement as amended hereby.

                  (b) Except as specifically amended above, the Credit Agreement
and all other Loan Documents, are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed. Without limiting
the generality of the foregoing, the Loan Documents and all of the Collateral
described therein do and shall continue to secure the payment of all obligations
of the Borrowers under the Credit Agreement, the Notes and the other Loan
Documents, in each case as amended hereby.

                  (c) The execution, delivery and effectiveness of this Fourth
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.

                  SECTION 5. EXECUTION IN COUNTERPARTS. This Fourth Amendment
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.

                  SECTION 6.  GOVERNING LAW.  This Fourth Amendment shall be
governed by, and construed in accordance with, the laws of the State of New
York.



                                       9
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be executed as of the date first above written.

                          THE DONNA KARAN COMPANY

                          By:      Donna Karan International Inc.,
                                   a general partner

                                   By:   /s/
                                      ---------------------------------
                                      Title:___________________________

                          DONNA KARAN STUDIO

                          By:      Full Requirements Merchandising, Inc.,
                                   a general partner

                                   By:   /s/
                                      ---------------------------------
                                      Title:___________________________

                          THE DONNA KARAN COMPANY STORE, G.P.

                          By:      Donna Karan International Inc.,
                                   a general partner

                                   By:   /s/
                                      ---------------------------------
                                      Title:___________________________

                          DK FOOTWEAR PARTNERS

                          By:      Donna Karan International Inc.,
                                   a general partner

                                   By:   /s/
                                      ---------------------------------
                                      Title:___________________________



                                  10
<PAGE>

                          CITIBANK, N.A., as Administrative Agent and Lender

                          By:   /s/
                             ---------------------------------
                             Vice President

                          THE CHASE MANHATTAN BANK, as Co-Agent
                                    and Lender

                          By:   /s/
                             ---------------------------------
                             Title:

                          NATIONSBANK N.A., as Co-Agent and Lender

                          By:   /s/
                             ---------------------------------
                             Title:

                          PNC BANK NATIONAL ASSOCIATION

                          By:   /s/
                             ---------------------------------
                             Title:

                          THE CIT GROUP/COMMERCIAL SERVICES, INC.

                          By:   /s/
                             ---------------------------------
                             Title:


                                  11
<PAGE>

                                    NATIONAL CITY COMMERCIAL FINANCE, INC.

                                    By:   /s/
                                       ---------------------------------
                                       Title:

                                    JACKSON NATIONAL LIFE INSURANCE CO.,
                                    By:  PPM FINANCE, INC., its Attorney-in-Fact

                                    By:   /s/
                                       ---------------------------------
                                       Title:




                                       12