<PAGE>   1


                                                                   EXHIBIT 10.37


                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                         Dated as of September ___, 2001

                                      among

                              AMN HEALTHCARE, INC.,
                                  as Borrower,

                         AMN HEALTHCARE SERVICES, INC.,
                                       and
                      CERTAIN SUBSIDIARIES OF THE BORROWER
                         FROM TIME TO TIME PARTY HERETO,
                                 as Guarantors,

                               THE SEVERAL LENDERS
                         FROM TIME TO TIME PARTY HERETO,

                             BANK OF AMERICA, N. A.,
                                    as Agent,

                         BANC OF AMERICA SECURITIES LLC,
                       as Lead Arranger and Book Manager,

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                              as Syndication Agent
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
SECTION 1  DEFINITIONS..................................................       1
      1.1   Definitions.................................................       1
      1.2   Computation of Time Periods.................................      26
      1.3   Accounting Terms............................................      26

SECTION 2  CREDIT FACILITY..............................................      27
      2.1   Revolving Loans.............................................      27
      2.2   Letter of Credit Subfacility................................      29
      2.3   Swingline Loan Subfacility of the Revolver..................      34

SECTION 3  OTHER PROVISIONS RELATING TO CREDIT FACILITY.................      36
      3.1   Default Rate................................................      36
      3.2   Extension and Conversion....................................      36
      3.3   Prepayments.................................................      37
      3.4   Termination and Reduction of Revolving Committed Amount.....      38
      3.5   Fees. ......................................................      39
      3.6   Capital Adequacy............................................      40
      3.7   Limitation on Eurodollar Loans..............................      41
      3.8   Illegality..................................................      41
      3.9   Requirements of Law.........................................      41
      3.10  Treatment of Affected Loans.................................      42
      3.11  Taxes. .....................................................      43
      3.12  Compensation................................................      45
      3.13  Pro Rata Treatment..........................................      45
      3.14  Sharing of Payments.........................................      46
      3.15  Payments, Computations, Etc.................................      47
      3.16  Evidence of Debt............................................      48
      3.17  Replacement of Affected Lenders.............................      49

SECTION 4  GUARANTY ....................................................      50
      4.1   The Guaranty................................................      50
      4.2   Obligations Unconditional...................................      50
      4.3   Reinstatement...............................................      51
      4.4   Certain Additional Waivers..................................      52
      4.5   Remedies....................................................      52
      4.6   Rights of Contribution......................................      52
      4.7   Guarantee of Payment; Continuing Guarantee..................      53

SECTION 5  CONDITIONS...................................................      53
      5.1   Closing Conditions..........................................      53
      5.2   Conditions to all Extensions of Credit......................      56

SECTION 6  REPRESENTATIONS AND WARRANTIES...............................      57
      6.1   Financial Condition.........................................      57
      6.2   No Material Change..........................................      58
      6.3   Organization and Good Standing..............................      58
      6.4   Power; Authorization; Enforceable Obligations...............      58
</TABLE>


                                       i
<PAGE>   3
<TABLE>
<S>                                                                           <C>
      6.5   No Conflicts................................................      58
      6.6   No Default..................................................      59
      6.7   Ownership...................................................      59
      6.8   Indebtedness................................................      59
      6.9   Litigation..................................................      59
      6.10  Taxes. .....................................................      59
      6.11  Compliance with Law.........................................      60
      6.12  ERISA. .....................................................      60
      6.13  Corporate Structure; Capital Stock, etc.....................      61
      6.14  Governmental Regulations, Etc...............................      62
      6.15  Purpose of Loans and Letters of Credit......................      62
      6.16  Environmental Matters.......................................      62
      6.17  Intellectual Property.......................................      63
      6.18  Solvency....................................................      64
      6.19  Investments.................................................      64
      6.20  Business Locations..........................................      64
      6.21  Disclosure..................................................      64
      6.22  No Burdensome Restrictions..................................      64
      6.23  Brokers' Fees...............................................      64
      6.24  Labor Matters...............................................      64
      6.25  Nature of Business..........................................      65

SECTION 7  AFFIRMATIVE COVENANTS........................................      65
      7.1   Information Covenants.......................................      65
      7.2   Preservation of Existence and Franchises....................      68
      7.3   Books and Records...........................................      68
      7.4   Compliance with Law.........................................      69
      7.5   Payment of Taxes and Other Indebtedness.....................      69
      7.6   Insurance...................................................      69
      7.7   Maintenance of Property.....................................      70
      7.8   Performance of Obligations..................................      70
      7.9   Use of Proceeds.............................................      70
      7.10  Audits/Inspections..........................................      70
      7.11  Financial Covenants.........................................      71
      7.12  Additional Guarantors.......................................      71
      7.13  Pledged Assets..............................................      72
      7.14  Environmental...............................................      72

SECTION 8  NEGATIVE COVENANTS...........................................      73
      8.1   Indebtedness................................................      73
      8.2   Liens. .....................................................      74
      8.3   Nature of Business..........................................      74
      8.4   Consolidation, Merger, Dissolution, etc.....................      74
      8.5   Asset Dispositions..........................................      75
      8.6   Investments.................................................      75
      8.7   Restricted Payments.........................................      75
      8.8   Other Indebtedness, etc.....................................      76
      8.9   Transactions with Affiliates................................      77
</TABLE>


                                       ii
<PAGE>   4
<TABLE>
<S>                                                                           <C>
      8.10  Organizational Documents; Fiscal Year.......................      77
      8.11  Limitation on Restricted Actions............................      77
      8.12  Ownership of Subsidiaries; Limitations on Parent............      78
      8.13  Sale Leasebacks.............................................      78
      8.14  Capital Expenditures........................................      78
      8.15  No Further Negative Pledges.................................      78
      8.16  Limitation on Foreign Operations............................      79

SECTION 9  EVENTS OF DEFAULT............................................      79
      9.1   Events of Default...........................................      79
      9.2   Acceleration; Remedies......................................      81

SECTION 10  AGENCY PROVISIONS...........................................      82
      10.1  Appointment, Powers and Immunities..........................      82
      10.2  Reliance by Agent...........................................      83
      10.3  Defaults....................................................      83
      10.4  Rights as a Lender..........................................      83
      10.5  Indemnification.............................................      84
      10.6  Non-Reliance on Agent and Other Lenders.....................      84
      10.7  Successor Agent.............................................      84

SECTION 11  MISCELLANEOUS...............................................      85
      11.1  Notices. ...................................................      85
      11.2  Right of Set-Off; Adjustments...............................      86
      11.3  Benefit of Agreement........................................      87
      11.4  No Waiver; Remedies Cumulative..............................      89
      11.5  Expenses; Indemnification...................................      89
      11.6  Amendments, Waivers and Consents............................      90
      11.7  Counterparts................................................      91
      11.8  Headings....................................................      91
      11.9  Survival....................................................      92
      11.10 Governing Law; Submission to Jurisdiction; Venue............      92
      11.11 Severability................................................      93
      11.12 Entirety....................................................      93
      11.13 Binding Effect; Termination.................................      93
      11.14 Confidentiality.............................................      93
      11.15 Source of Funds.............................................      94
      11.16 Regulation D................................................      95
      11.17 Conflict....................................................      95
</TABLE>


                                      iii
<PAGE>   5
                                    SCHEDULES

<TABLE>
<S>                 <C>
Schedule 1.1A       Consolidated EBITDA Adjustments
Schedule 1.1B       Excluded Real Property
Schedule 1.1C       Investments
Schedule 1.1D       Existing Liens
Schedule 2.1(a)     Lenders
Schedule 6.1(a)     Financial Disclosures
Schedule 6.4        Required Consents, Authorizations, Notices and Filings
Schedule 6.9        Litigation
Schedule 6.12       ERISA
Schedule 6.13A      Corporate Structure
Schedule 6.13B      Subsidiaries
Schedule 6.17       Intellectual Property
Schedule 6.20(a)    Real Properties
Schedule 6.20(b)    Collateral Locations
Schedule 6.20(c)    Chief Executive Offices/Principal Places of Business
Schedule 6.23       Broker's Fees
Schedule 6.24       Labor Matters
Schedule 7.6        Insurance
Schedule 8.1        Indebtedness
Schedule 8.9        Affiliate Transactions
</TABLE>

                                    EXHIBITS

<TABLE>
<S>                 <C>
Exhibit 1.1A        Form of Pledge Agreement
Exhibit 1.1B        Form of Security Agreement
Exhibit 2.1(b)(i)   Form of Notice of Borrowing
Exhibit 2.1(e)      Form of Revolving Note
Exhibit 2.3(d)      Form of Swingline Note
Exhibit 3.2         Form of Notice of Extension/Conversion
Exhibit 3.11(d)     Form of Tax Exemption Certificate
Exhibit 7.1(c)      Form of Officer's Compliance Certificate
Exhibit 7.12        Form of Joinder Agreement
Exhibit 11.3(b)     Form of Assignment and Acceptance
</TABLE>


                                       iv
<PAGE>   6
                      AMENDED AND RESTATED CREDIT AGREEMENT

      THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September ___,
2001 (as amended, modified, restated or supplemented from time to time, the
"Credit Agreement"), is by and among AMN HEALTHCARE, INC., a Nevada
corporation (the "Borrower"), AMN HEALTHCARE SERVICES, INC. (formerly known
as AMN Holdings, Inc.), a Delaware corporation (the "Parent"), the Subsidiary
Guarantors (as defined herein), the Lenders (as defined herein) and BANK OF
AMERICA, N. A., as Agent for the Lenders (in such capacity, the "Agent").

                               W I T N E S S E T H

      WHEREAS, the Borrower is party to that certain Credit Agreement, dated
as of November 19, 1999, (as amended from time to time through the date
hereof, the "Existing Credit Agreement"), among the Parent, the Borrower, the
Subsidiary Guarantors, the lenders party thereto, Bank of America, N.A. , as
Agent, Wells Fargo Bank, N.A. as Syndication Agent and Fleet National Bank,
as Documentation Agent;

      WHEREAS, the parties to the Existing Credit Agreement have agreed to amend
the Existing Credit Agreement and for ease of reference have agreed to amend and
restate the Existing Credit Agreement in this Credit Agreement; and

      WHEREAS, the Borrower, the Parent and the Subsidiary Guarantors have
requested, and the Lenders have agreed, to provide a revolving credit facility
to the Borrower in an aggregate amount of $50,000,000 (the "Credit Facility") on
the terms and conditions hereinafter set forth.

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

                                    SECTION 1

                                   DEFINITIONS

      1.1   DEFINITIONS.

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

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

            "Adjusted Base Rate" means the Base Rate plus the Applicable
      Percentage.

            "Adjusted Eurodollar Rate" means the Eurodollar Rate plus the
      Applicable Percentage.
<PAGE>   7
            "Affiliate" means, with respect to any Person, any other Person (i)
      directly or indirectly controlling or controlled by or under direct or
      indirect common control with such Person or (ii) directly or indirectly
      owning or holding ten percent (10%) or more of the Capital Stock in such
      Person. For purposes of this definition, "control" when used with respect
      to any Person means the power to direct the management and policies of
      such Person, directly or indirectly, whether through the ownership of
      voting securities, by contract or otherwise; and the terms "controlling"
      and "controlled" have meanings correlative to the foregoing.

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

            "Agent's Fee Letter" means that certain letter agreement, dated as
      of September ___ 2001, between the Agent and the Borrower, as amended,
      modified, restated or supplemented from time to time.

            "Applicable Lending Office" means, for each Lender, the office of
      such Lender (or of an Affiliate of such Lender) as such Lender may from
      time to time specify to the Agent and the Borrower by written notice as
      the office by which its Eurodollar Loans are made and maintained (and, for
      purposes of Section 3.11, shall include any office at which its Base Rate
      Loans are made and maintained).

            "Applicable Percentage" for purposes of calculating the applicable
      interest rate for any day for (i) Eurodollar Loans shall mean (a) 1.50% if
      the Used Revolving Committed Amount is less than $25,000,000 and (b) 1.75%
      if the Used Revolving Committed Amount is equal to or greater than
      $25,000,000, (ii) Base Rate Loans shall mean (a) .50% if the Used
      Revolving Committed Amount is less than $25,000,000 and (b) .75% if the
      Used Revolving Committed Amount is equal to or greater than $25,000,000,
      (iii) standby Letters of Credit shall mean (a) 1.50% if the Used Revolving
      Committed Amount is less than $25,000,000 and (b) 1.75% if the Used
      Revolving Committed Amount is equal to or greater than $25,000,000 and
      (iv) trade Letters of Credit shall mean (a) .75% if the Used Revolving
      Committed Amount is less than $25,000,000 and (b) .875% if the Used
      Revolving Committed Amount is equal to or greater than $25,000,000.

            "Application Period", in respect of any Asset Disposition, shall
      have the meaning assigned to such term in Section 8.5.

            "Asset Disposition" means any disposition (including pursuant to a
      Sale and Leaseback Transaction) of any or all of the Property (including
      without limitation the Capital Stock of a Subsidiary) of the Parent or any
      Consolidated Party whether by sale, lease, transfer or otherwise, but
      other than pursuant to any casualty or condemnation event.

            "Asset Disposition Prepayment Event" means, with respect to any
      Asset Disposition other than an Excluded Asset Disposition, the failure of
      the Credit Parties to apply (or cause to be applied) the Net Cash Proceeds
      of such Asset Disposition to Eligible Reinvestments during the Application
      Period for such Asset Disposition.

            "Bank of America" means Bank of America, N. A. and its successors.


                                       2
<PAGE>   8
            "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the
      United States Code, as amended, modified, succeeded or replaced from time
      to time.

            "Bankruptcy Event" means, with respect to any Person, the occurrence
      of any of the following with respect to such Person: (i) a court or
      governmental agency having jurisdiction in the premises shall enter a
      decree or order for relief in respect of such Person in an involuntary
      case under any applicable bankruptcy, insolvency or other similar law now
      or hereafter in effect, or appointing a receiver, liquidator, assignee,
      custodian, trustee, sequestrator (or similar official) of such Person or
      for any substantial part of its Property or ordering the winding up or
      liquidation of its affairs; or (ii) there shall be commenced against such
      Person an involuntary case under any applicable bankruptcy, insolvency or
      other similar law now or hereafter in effect, or any case, proceeding or
      other action for the appointment of a receiver, liquidator, assignee,
      custodian, trustee, sequestrator (or similar official) of such Person or
      for any substantial part of its Property or for the winding up or
      liquidation of its affairs, and such involuntary case or other case,
      proceeding or other action shall remain undismissed, undischarged or
      unbonded for a period of sixty (60) consecutive days; or (iii) such Person
      shall commence a voluntary case under any applicable bankruptcy,
      insolvency or other similar law now or hereafter in effect, or consent to
      the entry of an order for relief in an involuntary case under any such
      law, or consent to the appointment or taking possession by a receiver,
      liquidator, assignee, creditor in possession, custodian, trustee,
      sequestrator (or similar official) of such Person or for any substantial
      part of its Property or make any general assignment for the benefit of
      creditors; or (iv) such Person shall be unable to, or shall admit in
      writing its inability to, pay its debts generally as they become due.

            "Base Rate" means, for any day, the rate per annum equal to the
      higher of (a) the Federal Funds Rate for such day plus one-half of one
      percent (0.5%) and (b) the Prime Rate for such day. Any change in the Base
      Rate due to a change in the Prime Rate or the Federal Funds Rate shall be
      effective on the effective date of such change in the Prime Rate or
      Federal Funds Rate.

            "Base Rate Loan" means (i) any Revolving Loan bearing interest at a
      rate determined by reference to the Base Rate or (ii) any Swingline Loan.

            "Borrower" means the Person identified as such in the heading
      hereof, together with any permitted successors and assigns.

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

            "Businesses" shall have the meaning assigned to such term in Section
      6.16.

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


                                       3
<PAGE>   9
            "Capital Stock" means (i) in the case of a corporation, capital
      stock, (ii) in the case of an association or business entity, any and all
      shares, interests, participations, rights or other equivalents (however
      designated) of capital stock, (iii) in the case of a partnership,
      partnership interests (whether general or limited), (iv) in the case of a
      limited liability company, membership interests and (v) any other interest
      or participation that confers on a Person the right to receive a share of
      the profits and losses of, or distributions of assets of, the issuing
      Person.

            "Cash Equivalents" means, as at any date, (a) securities issued or
      directly and fully guaranteed or insured by the United States or any
      agency or instrumentality thereof (provided that the full faith and credit
      of the United States is pledged in support thereof) having maturities of
      not more than twelve months from the date of acquisition, (b) Dollar
      denominated time deposits and certificates of deposit of (i) any Lender,
      (ii) any domestic commercial bank of recognized standing having capital
      and surplus in excess of $500,000,000 or (iii) any bank whose short-term
      commercial paper rating from S&P is at least A-1 or the equivalent thereof
      or from Moody's is at least P-1 or the equivalent thereof (any such bank
      being an "Approved Bank"), in each case with maturities of not more than
      270 days from the date of acquisition, (c) commercial paper and variable
      or fixed rate notes issued by any Approved Bank (or by the parent company
      thereof) or any variable rate notes issued by, or guaranteed by, any
      domestic corporation rated A-1 (or the equivalent thereof) or better by
      S&P or P-1 (or the equivalent thereof) or better by Moody's and maturing
      within six months of the date of acquisition, (d) repurchase agreements
      entered into by any Person with a bank or trust company (including any of
      the Lenders) or recognized securities dealer having capital and surplus in
      excess of $500,000,000 for direct obligations issued by or fully
      guaranteed by the United States in which such Person shall have a
      perfected first priority security interest (subject to no other Liens) and
      having, on the date of purchase thereof, a fair market value of at least
      100% of the amount of the repurchase obligations and (e) Investments,
      classified in accordance with GAAP as current assets, in money market
      investment programs registered under the Investment Company Act of 1940,
      as amended, which are administered by reputable financial institutions
      having capital of at least $500,000,000 and the portfolios of which are
      limited to Investments of the character described in the foregoing
      subdivisions (a) through (d).

            "Change in Control" means any of the following events: (i) the
      Sponsor Entities shall fail to own beneficially, directly or indirectly,
      (a) at least 20% of the outstanding Voting Stock of the Parent and (b) a
      greater percentage of the outstanding Voting Stock of the Parent than the
      percentage of such outstanding Voting Stock which any other "person" or
      "group" (within the meaning of Sections 13(d) and 14(d)(2) of the
      Securities Exchange Act) other than the Sponsor Entities (x) shall have
      acquired beneficial ownership, directly or indirectly, of, or (y) shall
      have acquired by contract or otherwise (or shall have entered into a
      contract or arrangement that, upon consummation, will result in its or
      their acquisition of) control over, (ii) the Parent shall fail to own
      directly 100% of the outstanding Capital Stock of the Borrower, or (iii)
      Continuing Directors shall cease for any reason to constitute a majority
      of the members of the board of directors of the Parent then in office. As
      used herein, "beneficial ownership" shall have the meaning provided in
      Rule 13d-3 of the Securities and Exchange Commission under the Securities
      and Exchange Act of 1934.


                                       4
<PAGE>   10
            "Closing Date" means the date hereof.

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

            "Collateral" means a collective reference to all Property with
      respect to which Liens in favor of the Agent are purported to be granted
      pursuant to and in accordance with the terms of the Collateral Documents.

            "Collateral Documents" means a collective reference to the Security
      Agreement, the Pledge Agreement and such other documents executed and
      delivered in connection with the attachment and perfection of the Agent's
      security interests and liens arising thereunder, including without
      limitation, UCC financing statements and patent and trademark filings.

            "Commitment" means (i) with respect to each Lender, the Revolving
      Commitment of such Lender, (ii) with respect to the Issuing Lender(s), the
      LOC Commitment and (iii) with respect to the Swingline Lender, the
      Swingline Commitment.

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

            "Consolidated Capital Expenditures" means, as of any date for the
      four fiscal quarter period ending on such date with respect to the
      Consolidated Parties on a consolidated basis, all capital expenditures, as
      determined in accordance with GAAP; provided, however, that Consolidated
      Capital Expenditures shall not include Eligible Reinvestments made with
      proceeds of any Involuntary Disposition.

            "Consolidated Cash Interest Expense" means, as of any date for the
      four fiscal quarter period ending on such date with respect to the
      Consolidated Parties on a consolidated basis, interest expense (including
      the interest component under Capital Leases and the implied interest
      component under Synthetic Leases), as determined in accordance with GAAP,
      but excluding non-cash components of interest expense (e.g. amortization
      of deferred financing fees).

            "Consolidated Cash Taxes" means, as of any date for the four fiscal
      quarter period ending on such date with respect to the Consolidated
      Parties on a consolidated basis, the aggregate of all Federal, state and
      foreign income taxes, as determined in accordance with GAAP, to the extent
      the same are paid in cash.

            "Consolidated EBITDA" means, as of any date for the four fiscal
      quarter period ending on such date with respect to the Consolidated
      Parties on a consolidated basis, the


                                       5
<PAGE>   11
      sum of (i) Consolidated Net Income, plus (ii) an amount which, in the
      determination of Consolidated Net Income, has been deducted for, without
      duplication, (A) interest expense, (B) total Federal, state, local and
      foreign income, value added and similar taxes, (C) depreciation and
      amortization expense and (D) Consolidated Non-Cash Charges, all as
      determined in accordance with GAAP, plus (iii) the Consolidated EBITDA
      Adjustment for the four fiscal quarter period ending on such date.

            "Consolidated EBITDA Adjustment" means the amount indicated on
      Schedule 1.1A.

            "Consolidated Net Income" means, as of any date for the four fiscal
      quarter period ending on such date with respect to the Consolidated
      Parties on a consolidated basis, net income (excluding extraordinary
      items) after interest expense, income taxes and depreciation and
      amortization, all as determined in accordance with GAAP.

            "Consolidated Net Working Capital" means, as of any date with
      respect to the Consolidated Parties on a consolidated basis, an amount
      equal to (i) current assets, excluding cash and Cash Equivalents, minus
      (ii) current liabilities other than current maturities of long term debt,
      all as determined in accordance with GAAP. Consolidated Net Working
      Capital as of any date may be a positive or negative number. Consolidated
      Net Working Capital increases when it becomes more positive or less
      negative and decreases when it becomes less positive or more negative.

            "Consolidated Non-Cash Charges" means the non-cash component of any
      item of expense other than (i) to the extent requiring an accrual or
      reserve for future cash expenses, and (ii) write-offs of accounts
      receivable.

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

            "Consolidated Scheduled Funded Debt Payments" means, as of any date
      for the four fiscal quarter period ending on such date with respect to the
      Consolidated Parties on a consolidated basis, the sum of all scheduled
      payments of principal on Funded Indebtedness, as determined in accordance
      with GAAP. For purposes of this definition, "scheduled payments of
      principal" (i) shall be determined without giving effect to any reduction
      of such scheduled payments resulting from the application of any voluntary
      or mandatory prepayments made during the applicable period, (ii) shall be
      deemed to include the implied principal component of payments due on
      Capital Leases and Synthetic Leases and (iii) shall not include any
      voluntary prepayments or mandatory prepayments required pursuant to
      Section 3.3.

            "Consolidated Total Assets" means, as of any date with respect to
      the Consolidated Parties on a consolidated basis, total assets, as
      determined in accordance with GAAP.

            "Continue", "Continuation", "Continuing", and "Continued" shall
      refer to the continuation pursuant to Section 3.2 hereof of a Eurodollar
      Loan from one Interest Period to the next Interest Period.


                                       6
<PAGE>   12
            "Continuing Directors" means during any period of up to 24
      consecutive months commencing after the Closing Date, individuals who at
      the beginning of such 24 month period were directors of the Parent
      (together with any new director whose election by the Parent's board of
      directors or whose nomination for election by the Parent's shareholders
      was approved by a vote of at least a majority of the directors then still
      in office who either were directors at the beginning of such period or
      whose election or nomination for election was previously so approved).

            "Convert", "Conversion", "Converting" and "Converted" shall refer to
      a conversion pursuant to Section 3.2 or Sections 3.7 through 3.12,
      inclusive, of a Base Rate Loan into a Eurodollar Loan.

            "Credit Documents" means a collective reference to this Credit
      Agreement, the Notes, the LOC Documents, each Joinder Agreement, the
      Agent's Fee Letter, the Collateral Documents and all other related
      agreements and documents issued or delivered hereunder or thereunder or
      pursuant hereto or thereto (in each case as the same may be amended,
      modified, restated, supplemented, extended, renewed or replaced from time
      to time), and "Credit Document" means any one of them.

            "Credit Facility" shall have the meaning assigned to such term in
      the recitals hereto.

            "Credit Parties" means a collective reference to the Borrower and
      the Guarantors, and "Credit Party" means any one of them.

            "Credit Party Obligations" means, without duplication, (i) all of
      the obligations of the Credit Parties to the Lenders (including the
      Issuing Lender(s) and the Swingline Lender) and the Agent, whenever
      arising, under this Credit Agreement, the Notes, the Collateral Documents
      or any of the other Credit Documents (including, but not limited to, any
      interest accruing after the occurrence of a Bankruptcy Event with respect
      to any Credit Party, regardless of whether such interest is an allowed
      claim under the Bankruptcy Code) and (ii) all liabilities and obligations,
      whenever arising, owing from the Borrower to any Lender, or any Affiliate
      of a Lender, arising under any Hedging Agreement.

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

            "Defaulting Lender" means, at any time, any Lender that, as
      determined by the Agent, (a) has failed to make a Loan or purchase a
      Participation Interest required pursuant to the term of this Credit
      Agreement within one Business Day of when due, (b) other than as set forth
      in (a) above, has failed to pay to the Agent or any Lender an amount owed
      by such Lender pursuant to the terms of this Credit Agreement within one
      Business Day of when due, unless such amount is subject to a good faith
      dispute or (c) has been deemed insolvent or has become subject to a
      bankruptcy or insolvency proceeding or with respect to which (or with
      respect to any of the assets of which) a receiver, trustee or similar
      official has been appointed.

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


                                       7
<PAGE>   13
            "Domestic Subsidiary" means any direct or indirect Subsidiary of the
      Parent which is incorporated or organized under the laws of any State of
      the United States or the District of Columbia.

            "Eligible Assets" means any assets or any business (or any
      substantial part thereof) used or useful in the same or a substantially
      similar line of business as the Borrower and its Subsidiaries were engaged
      in on the Closing Date (or any reasonable extensions or expansions
      thereof).

            "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
      Lender or any fund that invests in bank loans and is managed by an
      investment advisor to a Lender; and (iii) any other Person approved by the
      Agent and, unless an Event of Default has occurred and is continuing at
      the time any assignment is effected in accordance with Section 11.3, the
      Borrower (such approval by the Agent or the Borrower not to be
      unreasonably withheld or delayed (it being understood that disapproval of
      a proposed assignee by the Borrower because an assignment to such assignee
      may require the Credit Parties to incur increased costs or pay additional
      amounts (including Taxes and Other Taxes) under this Credit Agreement or
      any other Credit Documents shall be deemed to be a reasonable exercise of
      the Borrower's rights hereunder) and such approval to be deemed given by
      the Borrower if no objection is received by the assigning Lender and the
      Agent from the Borrower within two (2) Business Days after confirmation
      (such confirmation not to be unreasonably withheld or delayed) by an
      Executive Officer of the Borrower of receipt of notice of such proposed
      assignment by the assigning Lender); provided, however, that neither the
      Borrower nor an Affiliate of the Borrower shall qualify as an Eligible
      Assignee.

            "Eligible Reinvestment" means (i) any acquisition (whether or not
      constituting a capital expenditure, but not constituting an Acquisition)
      of Eligible Assets and (ii) any Permitted Acquisition.

            "Environmental Laws" means any and all lawful and applicable
      Federal, state, local and foreign statutes, laws (including, without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, the Resource Conservation and Recovery Act of 1976,
      the Toxic Substances Control Act, the Water Pollution Control Act, the
      Clean Air Act and the Hazardous Materials Transportation Act),
      regulations, ordinances, rules, judgments, orders, decrees, permits,
      concessions, grants, franchises, licenses, agreements or other
      governmental restrictions relating to the environment or to emissions,
      discharges, releases or threatened releases of pollutants, contaminants,
      chemicals, or industrial, toxic or hazardous substances or wastes into the
      environment including, without limitation, ambient air, surface water,
      ground water, or land, or otherwise relating to the manufacture,
      processing, distribution, use, treatment, storage, disposal, transport, or
      handling of pollutants, contaminants, chemicals, or industrial, toxic or
      hazardous substances or wastes.

            "Equity Issuance" means any issuance by the Parent or any
      Consolidated Party to any Person of (a) shares of its Capital Stock, (b)
      any shares of its Capital Stock pursuant to the exercise of options or
      warrants, (c) any shares of its Capital Stock pursuant to the


                                       8
<PAGE>   14
      conversion of any debt securities to equity or (d) any options or warrants
      relating to its Capital Stock. The term "Equity Issuance" shall not
      include any Asset Disposition.

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

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

            "ERISA Event" means (i) with respect to any Plan, the occurrence of
      a Reportable Event not otherwise subject to a waiver or the substantial
      cessation of operations (within the meaning of Section 4062(e) of ERISA);
      (ii) the withdrawal by the Parent or any Consolidated Party or any ERISA
      Affiliate from a Multiple Employer Plan during a plan year in which it was
      a substantial employer (as such term is defined in Section 4001(a)(2) of
      ERISA), or the termination of a Multiple Employer Plan; (iii) the
      distribution of a notice of intent to terminate or the actual termination
      of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (iv) the
      institution of proceedings to terminate or the actual termination of a
      Plan by the PBGC under Section 4042 of ERISA; (v) any event or condition
      which might constitute grounds under Section 4042 of ERISA for the
      termination of, or the appointment of a trustee to administer, any Plan;
      (vi) the complete or partial withdrawal of the Parent or any Consolidated
      Party or any ERISA Affiliate from a Multiemployer Plan; (vii) the
      conditions for imposition of a lien under Section 302(f) of ERISA exist
      with respect to any Plan; or (viii) the adoption of an amendment to any
      Plan requiring the provision of security to such Plan pursuant to Section
      307 of ERISA.

            "Eurodollar Loan" means any Loan that bears interest at a rate based
      upon the Eurodollar Rate.

            "Eurodollar Rate" means, for any Eurodollar Loan for any Interest
      Period therefor, the rate per annum (rounded upwards, if necessary, to the
      nearest 1/100 of 1%) determined by the Agent to be equal to the quotient
      obtained by dividing (a) the Interbank Offered Rate for such Eurodollar
      Loan for such Interest Period by (b) 1 minus the Eurodollar Reserve
      Requirement for such Eurodollar Loan for such Interest Period.

            "Eurodollar Reserve Requirement" means, at any time, the maximum
      rate at which reserves (including, without limitation, any marginal,
      special, supplemental, or emergency reserves) are required to be
      maintained under regulations issued from time to time by the Board of
      Governors of the Federal Reserve System (or any successor) by member banks
      of the Federal Reserve System against "Eurocurrency liabilities" (as such
      term is used in Regulation D). Without limiting the effect of the
      foregoing, the Eurodollar Reserve Requirement shall reflect any other
      reserves required to be maintained by such member banks with respect to
      (i) any category of liabilities which includes deposits by reference to
      which the Adjusted Eurodollar Rate is to be determined, or (ii) any
      category of extensions of credit or other assets which include Eurodollar
      Loans. The Adjusted Eurodollar Rate


                                       9
<PAGE>   15
      shall be adjusted automatically on and as of the effective date of any
      change in the Eurodollar Reserve Requirement.

            "Event of Default" shall have the meaning assigned to such term in
      Section 9.1.

            "Excess Cash Flow" means, with respect to any fiscal year period of
      the Consolidated Parties on a consolidated basis, an amount equal to (a)
      Consolidated EBITDA minus (b) Consolidated Capital Expenditures minus (c)
      Consolidated Cash Interest Expense minus (d) to the extent not taken into
      account in the calculation of Excess Cash Flow for any prior fiscal year,
      Federal, state and other income taxes accrued or paid (without
      duplication) by the Parent and the Consolidated Parties on a consolidated
      basis minus (e) Consolidated Scheduled Funded Debt Payments minus (f)
      increases in Consolidated Net Working Capital minus (g) the cash amount of
      all Restricted Payments made pursuant to clause (f) of Section 8.7 minus
      (h) the cash amount of all Investments of the types referred to in clauses
      (ix) and (xiii) of the definition of "Permitted Investments" set forth in
      this Section 1.1) plus (i) decreases in Consolidated Net Working Capital.

            "Existing Credit Agreement" shall have the meaning assigned to such
      term in the recitals hereto.

            "Excess Proceeds" shall have the meaning assigned to such term in
      Section 7.6(b).

            "Excluded Asset Disposition" means, with respect to the Parent or
      any Consolidated Party, (i) the sale of inventory in the ordinary course
      of such Person's business, (ii) the sale or disposition of machinery and
      equipment no longer used or useful in the conduct of such Person's
      business, (iii) any Equity Issuance by such Person, (iv) any Involuntary
      Disposition by such Person, (v) any sale, lease, transfer or other
      disposition of Property by such Person to a Credit Party other than the
      Parent, provided that the Credit Parties shall cause to be executed and
      delivered such documents, instruments and certificates as the Agent may
      reasonably request so as to cause the Credit Parties to be in compliance
      with the terms of Section 7.13 after giving effect to such transaction and
      (vi) subject to the terms of Section 8.6 and the definition of "Permitted
      Investments" set forth in this Section 1.1, any sale, lease, transfer or
      other disposition of Property by such Person to a Consolidated Party that
      is not a Credit Party.

            "Excluded Property" means with respect to any Credit Party,
      including any Person that becomes a Credit Party after the Closing Date as
      contemplated by Section 7.12, (i) any owned or leased real or personal
      Property of such Credit Party which is located outside of the United
      States, (ii) any owned real Property of such Credit Party which has a net
      book value of less than $50,000, provided that the aggregate net book
      value of all real Property of all of the Credit Parties excluded pursuant
      to this clause (ii) shall not exceed $250,000, (iii) any leased real
      Property of such Credit Party which, at the written request of the
      Borrower, the Agent has agreed in writing in its sole discretion is not
      material, (iv) any leased personal Property of such Credit Party, (v) any
      personal Property of such Credit Party (including, without limitation,
      motor vehicles) in respect of which perfection of a Lien is not either (A)
      governed by the Uniform Commercial Code or (B) effected by appropriate
      evidence of the Lien being filed in either the United States Copyright
      Office or the United States Patent and Trademark Office, (vi) any Property
      of such Credit Party


                                       10
<PAGE>   16
      which, subject to the terms of Section 8.11 and Section 8.15, is subject
      to a Lien of the type described in clause (vii) of the definition of
      "Permitted Liens" set forth in Section 1.1 pursuant to documents which
      prohibit such Credit Party from granting any other Liens in such Property
      and (vii) the leased real property of the Borrower described on Schedule
      1.1B.

            "Executive Officer" of any Person means any of the chief executive
      officer, chief operating officer, president, chief financial officer or
      treasurer of such Person.

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

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

            "Fixed Charge Coverage Ratio" means, as of the end of any fiscal
      quarter of the Consolidated Parties for the four fiscal quarter period
      ending on such date with respect to the Consolidated Parties on a
      consolidated basis, the ratio of (a) the sum of (i) Consolidated EBITDA
      for such period minus (ii) Consolidated Capital Expenditures for such
      period minus (iii) Consolidated Cash Taxes for such period minus (iv) the
      cash amount of all Restricted Payments made pursuant to clauses (f) and
      (k) of Section 8.7 to (b) the sum of (i) Consolidated Cash Interest
      Expense for such period plus (ii) Consolidated Scheduled Funded Debt
      Payments for such period (other than Consolidated Scheduled Funded Debt
      Payments for any period prior to the Closing Date).

            "Foreign Subsidiary" means any direct or indirect Subsidiary of the
      Parent which is not a Domestic Subsidiary.

            "Fully Satisfied" means, with respect to the Credit Party
      Obligations as of any date, that, as of such date, (a) all principal of
      and interest accrued to such date which constitute Credit Party
      Obligations shall have been paid in full in cash, (b) all fees, expenses
      and other amounts then due and payable which constitute Credit Party
      Obligations shall have been paid in cash, (c) all outstanding Letters of
      Credit shall have been (i) terminated, (ii) fully cash collateralized or
      (iii) secured by one or more letters of credit on terms and conditions,
      and with one or more financial institutions, reasonably satisfactory to
      the Issuing Lender and (d) the Commitments shall have been expired or
      terminated in full.

            "Funded Indebtedness" means, with respect to any Person, without
      duplication, (a) all Indebtedness of such Person other than Indebtedness
      of the types referred to in clauses (e), (f), (g), (i) and (m) of the
      definition of "Indebtedness" set forth in this


                                       11
<PAGE>   17
      Section 1.1, (b) all Funded Indebtedness of others of the type referred to
      in clause (a) above secured by (or for which the holder of such Funded
      Indebtedness has an existing right, contingent or otherwise, to be secured
      by) any Lien on, or payable out of the proceeds of production from,
      Property owned or acquired by such Person, whether or not the obligations
      secured thereby have been assumed (or, if less, the aggregate net book
      value of all Property securing such Funded Indebtedness of others), (c)
      all Guaranty Obligations of such Person with respect to Funded
      Indebtedness of the type referred to in clause (a) above of another Person
      and (d) Funded Indebtedness of the type referred to in clause (a) above of
      any partnership or unincorporated joint venture in which such Person is a
      general partner or a joint venturer to the extent that such Funded
      Indebtedness is recourse to such Person.

            "GAAP" means generally accepted accounting principles in the United
      States applied on a consistent basis and subject to the terms of Section
      1.3 (except, in respect of Synthetic Leases, as otherwise treated herein).

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

            "Guarantors" means a collective reference to the Parent and each of
      the Subsidiary Guarantors, together with their successors and permitted
      assigns, and "Guarantor " means any one of them.

            "Guaranty Obligations" means, with respect to any Person, without
      duplication, any obligations of such Person (other than endorsements in
      the ordinary course of business of negotiable instruments for deposit or
      collection) guaranteeing or intended to guarantee any Indebtedness of any
      other Person in any manner, whether direct or indirect, and including
      without limitation any obligation, whether or not contingent, (i) to
      purchase any such Indebtedness or any Property constituting security
      therefor, (ii) to advance or provide funds or other support for the
      payment or purchase of any such Indebtedness or to maintain working
      capital, solvency or other balance sheet condition of such other Person
      (including without limitation keep well agreements, maintenance
      agreements, comfort letters or similar agreements or arrangements) for the
      benefit of any holder of Indebtedness of such other Person, (iii) to lease
      or purchase Property, securities or services primarily for the purpose of
      assuring the holder of such Indebtedness, or (iv) to otherwise assure or
      hold harmless the holder of such Indebtedness against loss in respect
      thereof. The amount of any Guaranty Obligation hereunder shall (subject to
      any limitations set forth therein) be deemed to be an amount equal to the
      outstanding principal amount (or maximum principal amount, if larger) of
      the Indebtedness actually guaranteed by such Guaranty Obligation.

            "Hedging Agreements" means any interest rate protection agreement or
      foreign currency exchange agreement.

            "Indebtedness" means, with respect to any Person, without
      duplication, (a) all obligations of such Person for borrowed money, (b)
      all obligations of such Person evidenced by bonds, debentures, notes or
      similar instruments, or upon which interest payments are customarily made,
      (c) all obligations of such Person under conditional sale or other title
      retention agreements relating to Property purchased by such Person (other
      than customary reservations or retentions of title under agreements with
      suppliers entered into in


                                       12
<PAGE>   18
      the ordinary course of business), (d) all obligations of such Person
      issued or assumed as the deferred purchase price of Property or services
      purchased by such Person (other than trade debt incurred in the ordinary
      course of business) which would appear as liabilities on a balance sheet
      of such Person, (e) all obligations of such Person under take-or-pay or
      similar arrangements or under commodities agreements, (f) all Indebtedness
      of others secured by (or for which the holder of such Indebtedness has an
      existing right, contingent or otherwise, to be secured by) any Lien on, or
      payable out of the proceeds of production from, Property owned or acquired
      by such Person, whether or not the obligations secured thereby have been
      assumed, (g) all Guaranty Obligations of such Person with respect to
      Indebtedness of another Person, (h) the implied principal component of all
      obligations of such Person under Capital Leases, (i) all obligations of
      such Person under Hedging Agreements, (j) the maximum amount of all
      performance and standby letters of credit issued or bankers' acceptances
      facilities created for the account of such Person and, without
      duplication, all drafts drawn thereunder (to the extent unreimbursed), (k)
      all preferred Capital Stock issued by such Person and which by the terms
      thereof could be (at the request of the holders thereof or otherwise)
      subject to mandatory sinking fund payments, redemption or other
      acceleration (other than as a result of a Change in Control or an Asset
      Disposition that does not in fact result in a redemption of such preferred
      Capital Stock) at any time prior to the Maturity Date, (l) the principal
      portion of all obligations of such Person under Synthetic Leases, (m) the
      Indebtedness of any partnership or unincorporated joint venture in which
      such Person is a general partner or a joint venturer to the extent that
      such Indebtedness is recourse to such Person and (n) the aggregate amount
      of uncollected accounts receivable of such Person subject at such time to
      a sale of receivables (or similar transaction) regardless of whether such
      transaction is effected without recourse to such Person or in a manner
      that would not be reflected on the balance sheet of such Person in
      accordance with GAAP.

            "Indemnified Party" shall have the meaning assigned to such term in
      Section 11.5(b).

            "Initial Public Offering" shall mean the initial public offering of
      common Capital Stock of the Parent in an aggregate amount of not less than
      $125,000,000 in net cash proceeds.

            "Interbank Offered Rate" means, for any Eurodollar Loan for any
      Interest Period therefor, the rate per annum (rounded upwards, if
      necessary, to the nearest 1/100 of 1%) appearing on Page 3750 (or any
      successor page) of the Dow Jones Market Service as the London interbank
      offered rate for deposits in Dollars at approximately 11:00 a.m. (London
      time) two Business Days prior to the first day of such Interest Period for
      a term comparable to such Interest Period. If for any reason such rate is
      not available, the term "Interbank Offered Rate" shall mean, for any
      Eurodollar Loan for any Interest Period therefor, the rate per annum
      (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
      Reuters Screen LIBO Page as the London interbank offered rate for deposits
      in Dollars at approximately 11:00 a.m. (London time) two Business Days
      prior to the first day of such Interest Period for a term comparable to
      such Interest Period; provided, however, if more than one rate is
      specified on Reuters Screen LIBO Page, the applicable rate shall be the
      arithmetic mean of all such rates (rounded upwards, if necessary, to the
      nearest 1/100 of 1%).


                                       13
<PAGE>   19
            "Interest Payment Date" means (a) as to Base Rate Loans (including
      Swingline Loans which are Base Rate Loans), each March 31, June 30,
      September 30 and December 31, the date of repayment of principal of such
      Loan and the Maturity Date, and (b) as to Eurodollar Loans, the last day
      of each applicable Interest Period, the date of repayment of principal of
      such Loan and the Maturity Date, and in addition where the applicable
      Interest Period for a Eurodollar Loan is greater than three months, then
      also the date three months from the beginning of the Interest Period and
      each three months thereafter.

            "Interest Period" means, as to Eurodollar Loans, a period of one,
      two, three or six months' duration, as the Borrower may elect, commencing,
      in each case, on the date of the borrowing (including continuations and
      conversions thereof); provided, however, (a) if any Interest Period would
      end on a day which is not a Business Day, such Interest Period shall be
      extended to the next succeeding Business Day (except that where the next
      succeeding Business Day falls in the next succeeding calendar month, then
      on the next preceding Business Day), (b) no Interest Period shall extend
      beyond the Maturity Date and (c) where an Interest Period begins on a day
      for which there is no numerically corresponding day in the calendar month
      in which the Interest Period is to end, such Interest Period shall end on
      the last Business Day of such calendar month.

            "Investment" in any Person means (a) the acquisition (whether for
      cash, property, services, assumption of Indebtedness, securities or
      otherwise) of assets (other than equipment, inventory and supplies in the
      ordinary course of business and other than any acquisition of assets
      constituting a Consolidated Capital Expenditure), Capital Stock, bonds,
      notes, debentures, partnership, joint ventures or other ownership
      interests or other securities of such other Person or (b) any deposit
      with, or advance, loan or other extension of credit to, such Person (other
      than deposits made in connection with the purchase of equipment inventory,
      services, leases or supplies in the ordinary course of business) or (c)
      any other capital contribution to or investment in such Person, including,
      without limitation, any Guaranty Obligations (including any support for a
      letter of credit issued on behalf of such Person) incurred for the benefit
      of such Person and any Asset Disposition to such Person for consideration
      less than the fair market value of the Property disposed in such
      transaction, but excluding any Restricted Payment to such Person.
      Investments which are capital contributions or purchases of Capital Stock
      which have a right to participate in the profits of the issuer thereof
      shall be valued at the amount actually contributed or paid to purchase
      such Capital Stock as of the date of such contribution or payment.
      Investments which are loans, advances, extensions of credit or Guaranty
      Obligations shall be valued at the principal amount of such loan, advance
      or extension of credit outstanding as of the date of determination or, as
      applicable, the principal amount of the loan or advance outstanding as of
      the date of determination actually guaranteed by such Guaranty Obligation.

            "Involuntary Disposition" shall have the meaning assigned to such
      term in Section 7.6(b).

            "Issuing Lender" means (i) Bank of America, in its capacity as
      issuer of any Letter of Credit or (ii) if Bank of America shall be
      unwilling to issue any Letter of Credit in the form requested by the
      Borrower in accordance with the terms of Section 2.2, such other


                                       14
<PAGE>   20
      Lender reasonably acceptable to the Agent selected by the Borrower from
      time to time to issue such Letter of Credit.

            "Joinder Agreement" means a Joinder Agreement substantially in the
      form of Exhibit 7.12 hereto, executed and delivered by a new Guarantor in
      accordance with the provisions of Section 7.12.

            "Lender" means any of the Persons identified as a "Lender" on the
      signature pages hereto, and any Person which may become a Lender by way of
      assignment in accordance with the terms hereof, together with their
      successors and permitted assigns.

            "Lending Party" shall have the meaning assigned to such term in
      Section 11.14.

            "Letter of Credit" means any letter of credit issued by the
      applicable Issuing Lender for the account of the Borrower in accordance
      with the terms of Section 2.2.

            "Leverage Ratio" means, as of the end of any fiscal quarter of the
      Consolidated Parties for the four fiscal quarter period ending on such
      date with respect to the Consolidated Parties on a consolidated basis, the
      ratio of (a) Funded Indebtedness of the Consolidated Parties on a
      consolidated basis on the last day of such period to (b) Consolidated
      EBITDA for such period.

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

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

            "LOC Commitment" means the commitment of the Issuing Lender(s) to
      issue Letters of Credit in an aggregate face amount at any time
      outstanding (together with the amounts of any unreimbursed drawings
      thereon) of up to the LOC Committed Amount.

            "LOC Committed Amount" shall have the meaning assigned to such term
      in Section 2.2.

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


                                       15
<PAGE>   21
            "LOC Obligations" means, at any time, the sum of (i) the maximum
      amount which is, or at any time thereafter may become, available to be
      drawn under Letters of Credit then outstanding, assuming compliance with
      all requirements for drawings referred to in such Letters of Credit plus
      (ii) the aggregate amount of all drawings under Letters of Credit honored
      by the Issuing Lender(s) but not theretofore reimbursed by the Borrower.

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

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

            "Maturity Date" means September ___, 2004.

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

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

            "Multiple Employer Plan" means a Plan (other than a Multiemployer
      Plan) which the Parent or any Consolidated Party or any ERISA Affiliate
      and at least one employer other than the Parent, any Consolidated Party or
      any ERISA Affiliate are contributing sponsors.

            "Net Cash Proceeds" means the aggregate proceeds paid in cash or
      Cash Equivalents received by the Parent or any Consolidated Party in
      respect of any Asset Disposition or Involuntary Disposition, net of (a)
      direct costs (including, without limitation, legal, accounting, consulting
      and investment banking fees, and sales commissions), (b) taxes paid or
      payable as a result thereof and (c) the amount of liabilities, if any,
      which are required to be repaid concurrently and in connection with the
      consummation of such Asset Disposition or Involuntary Disposition out of
      the proceeds thereof; it being understood that "Net Cash Proceeds" shall
      include, without limitation, any cash or Cash Equivalents received upon
      the sale or other disposition of any non-cash consideration received by
      the Parent or any Consolidated Party in any Asset Disposition or
      Involuntary Disposition.

            "Note" or "Notes" means the Revolving Notes and/or the Swingline
      Note, individually or collectively, as appropriate.

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


                                       16
<PAGE>   22
            "Notice of Extension/Conversion" means the written notice of
      extension or conversion in substantially the form of Exhibit 3.2, as
      required by Section 3.2.

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

            "Other Taxes" shall have the meaning assigned to such term in
      Section 3.11(b).

            "Parent" means the Person identified as such in the heading hereof,
      together with any permitted successors and assigns.

            "Participation Interest" means a purchase by a Lender of a
      participation in Letters of Credit or LOC Obligations as provided in
      Section 2.2, in Swingline Loans as provided in Section 2.3(b)(iii) or in
      any Loans as provided in Section 3.14.

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

            "Permitted Acquisition" means an Acquisition by the Borrower or any
      Subsidiary of the Borrower, provided that (i) the Property acquired (or
      the Property of the Person acquired) in such Acquisition is used or useful
      in the same or a similar line of business as the Borrower and its
      Subsidiaries were engaged in on the Closing Date (or any reasonable
      extensions or expansions thereof), (ii) the Agent shall have received all
      items in respect of the Capital Stock or Property acquired in such
      Acquisition required to be delivered by the terms of Section 7.12 and/or
      Section 7.13, (iii) in the case of an Acquisition of the Capital Stock of
      another Person, the board of directors (or other comparable governing
      body) of such other Person shall have duly approved such Acquisition, (iv)
      the Borrower shall have delivered to the Agent a Pro Forma Compliance
      Certificate demonstrating that, upon giving effect to such Acquisition on
      a Pro Forma Basis, no Default or Event of Default would exist as the
      result of a violation of Section 7.11(a) or Section 7.11(b), (v) the
      representations and warranties made by the Credit Parties in any Credit
      Document shall be true and correct in all material respects at and as if
      made as of the date of such Acquisition (after giving effect thereto)
      except to the extent such representations and warranties expressly relate
      to an earlier date, (vi) if such transaction involves the purchase of an
      interest in a partnership between the Borrower (or a Subsidiary of the
      Borrower) as a general partner and entities unaffiliated with the Borrower
      or such Subsidiary as the other partners, such transaction shall be
      effected by having such equity interest acquired by a holding company
      directly or indirectly wholly-owned by the Borrower newly formed for the
      sole purpose of effecting such transaction and (vii) the total Qualifying
      Consideration for any such Acquisition shall not exceed an amount equal to
      (A) $25,000,000 plus (B) 50% of Excess Cash Flow for each fiscal year
      ended after the Closing Date minus (C) the aggregate amount of Qualifying
      Consideration paid with respect to all Acquisitions occurring after the
      Closing Date.

            "Permitted Asset Disposition" means (i) any Asset Disposition
      permitted by Section 8.5 and (ii) any Excluded Asset Disposition.


                                       17
<PAGE>   23
            "Permitted Investments" means Investments which are (i) cash and
      Cash Equivalents; (ii) accounts receivable created, acquired or made by
      the Parent or any Consolidated Party in the ordinary course of business
      and payable or dischargeable in accordance with customary trade terms;
      (iii) Investments consisting of Capital Stock, obligations, securities or
      other property received by the Parent or any Consolidated Party in
      settlement of accounts receivable (created in the ordinary course of
      business) from bankrupt obligors or in connection with a work-out or
      reorganization; (iv) Investments existing as of the Closing Date and set
      forth in Schedule 1.1C; (v) rental deposits made for the benefit of
      officers, employees or agents; (vi) advances or loans to directors,
      officers, employees, agents, customers or suppliers that do not exceed
      $500,000 in the aggregate at any one time outstanding; (vii) loans to
      employees to finance the purchase of newly issued or treasury Capital
      Stock in the Parent; (viii) Investments in any Credit Party other than the
      Parent; (ix) Investments in Foreign Subsidiaries in an aggregate amount
      not to exceed $10,000,000; (x) to the extent constituting Investments,
      transactions permitted under Section 8.7; (xi) Permitted Acquisitions;
      (xii) Investments not constituting cash or Cash Equivalents received as
      consideration for any Asset Disposition permitted under Section 8.5; and
      (xiii) other Investments not to exceed $25,000,000 (less the aggregate
      amount of Investments of the type set forth in clause (ix) above) in the
      aggregate at any time outstanding.

            "Permitted Liens" means:

            (i) Liens in favor of the Agent to secure the Credit Party
      Obligations;

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

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

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


                                       18
<PAGE>   24
            (v) Liens in connection with attachments or judgments (including
      judgment or appeal bonds) provided that the judgments secured shall,
      within 30 days after the entry thereof, have been discharged or execution
      thereof stayed pending appeal, or shall have been discharged within 30
      days after the expiration of any such stay;

            (vi) easements, rights-of-way, licenses, covenants, restrictions
      (including zoning restrictions), minor defects or irregularities in title
      and other similar charges or encumbrances, in the aggregate, not, in any
      material respect, impairing the use of the encumbered Property in the
      operations of the Consolidated Parties;

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

            (viii) Liens securing Indebtedness permitted by Section 8.1(g);

            (ix) leases or subleases granted to others not interfering in any
      material respect with the business of the Parent or any Consolidated
      Party;

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

            (xi) Liens in favor of customs and revenue authorities arising as a
      matter of law to secure payment of customs duties in connection with the
      importation of goods;

            (xii) Liens deemed to exist in connection with Investments in
      repurchase agreements permitted under Section 8.6;

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

            (xiv) Liens of a collection bank arising under Section 4-210 of the
      Uniform Commercial Code on items in the course of collection;

            (xv) Liens of sellers of goods to the Borrower and any of its
      Subsidiaries arising under Article 2 of the Uniform Commercial Code or
      similar provisions of applicable law in the ordinary course of business,
      covering only the goods sold and securing only the unpaid purchase price
      for such goods and related expenses; and

            (xvi) Liens existing as of the Closing Date and set forth on
      Schedule 1.1D; provided that (a) no such Lien shall at any time be
      extended to or cover any Property other than the Property subject thereto
      on the Closing Date and (b) the principal amount of the Indebtedness
      secured by such Liens shall not be increased.


                                       19
<PAGE>   25
            "Person" means any individual, partnership, joint venture, firm,
      corporation, limited liability company, association, trust or other
      enterprise (whether or not incorporated) or any Governmental Authority.

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

            "Pledge Agreement" means the pledge agreement dated as of November
      19, 1999 in the form of Exhibit 1.1A executed in favor of the Agent by
      each of the Credit Parties, as amended, modified, restated or supplemented
      from time to time.

            "Prime Rate" means the per annum rate of interest established from
      time to time by Bank of America as its prime rate, which rate may not be
      the lowest rate of interest charged by Bank of America to its customers.

            "Principal Office" means the principal office of Bank of America,
      presently located at Charlotte, North Carolina.

            "Pro Forma Basis" means, for purposes of calculating (utilizing the
      principles set forth in the second paragraph of Section 1.3), in respect
      of a proposed transaction, compliance with each of the financial covenants
      set forth in Section 7.11(a) and Section 7.11(b), that such transaction
      shall be deemed to have occurred as of the first day of the four
      fiscal-quarter period ending as of the most recent fiscal quarter end
      preceding the date of such transaction with respect to which the Agent has
      received the Required Financial Information (such period in respect of any
      transaction being referred to in this definition as the "Pro Forma Period"
      for such transaction). As used herein, "transaction" shall mean (i) any
      Asset disposition or (ii) any Acquisition as referred to in the definition
      of "Permitted Acquisition" set forth in this Section 1.1. In connection
      with any calculation of the Leverage Ratio and the Fixed Charge Coverage
      Ratio upon giving effect to a transaction on a Pro Forma Basis:

                  (a) for purposes of any such calculation in respect of any
            Asset Disposition, (i) income statement items (whether positive or
            negative) and capital expenditures attributable to the Property
            disposed of shall be excluded and (ii) any Indebtedness which is
            retired in connection with such transaction shall be excluded and
            deemed to have been retired as of the first day of the applicable
            period; and

                  (b) for purposes of any such calculation in respect of any
            Acquisition as referred to in the definition of "Permitted
            Acquisition" set forth in this Section 1.1, (i) any Indebtedness
            incurred by any Consolidated Party in connection with such
            transaction (A) shall be deemed to have been incurred as of the
            first day of the applicable period and (B) if such Indebtedness has
            a floating or formula rate, shall have an implied rate of interest
            for the applicable period for purposes of this definition determined
            by utilizing the rate which is or would be in

                                       20
<PAGE>   26
            effect with respect to such Indebtedness as at the relevant date of
            determination, (ii) income statement items (whether positive or
            negative) attributable to the Person or Property acquired shall be
            included beginning as of the first day of the applicable period,
            provided, however, that income statement items attributable to such
            Person or Property shall not be included in any calculation of
            Consolidated Net Income or Consolidated EBITDA unless the applicable
            income statement for such Person or Property is a Qualifying
            Financial Statement which shall have been delivered to the Agent,
            and (iii) pro forma adjustments may be included to the extent that
            such adjustments (A) are made in the good faith judgment of the
            management of the Consolidated Parties and (B) give effect to events
            that are (1) directly attributable to such transaction, (2) expected
            to have a continuing impact on the Consolidated Parties, (3)
            verifiable and supportable and (4) realizable within 180 days
            following the consummation of the related Acquisition (or later if
            such additional time is acceptable to the Agent).

            "Pro Forma Compliance Certificate" means a certificate of an
      Executive Officer of the Borrower delivered to the Agent in connection
      with (i) any Asset Disposition or (ii) any Acquisition as referred to in
      the definition of "Permitted Acquisition" set forth in this Section 1.1,
      as applicable, containing reasonably detailed calculations, upon giving
      effect to the applicable transaction on a Pro Forma Basis, of (a) the
      Leverage Ratio and the Fixed Charge Coverage Ratio as of the most recent
      fiscal quarter end preceding the date of the applicable transaction with
      respect to which the Agent shall have received the Required Financial
      Information and (b) in the case of any Acquisition, Consolidated EBITDA
      for the four fiscal-quarter period ending as of the most recent fiscal
      quarter end preceding the date of such transaction with respect to which
      the Agent has received the Required Financial Information (such
      calculations of Consolidated EBITDA to include a break-down in reasonable
      detail of any pro forma adjustments).

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

            "Qualifying Consideration" shall mean, with respect to any
      Acquisition, all cash consideration paid by the Parent and the
      Consolidated Parties, other than consideration consisting of (A) Capital
      Stock of the Parent issued to the seller of the Capital Stock or Property
      acquired in such Acquisition, (B) the proceeds of any Equity Issuance by
      the Parent consummated in connection with and for the purpose of financing
      such Acquisition, (C) the proceeds of Subordinated Indebtedness issued by
      the Parent pursuant to Section 8.1(f) and (D) the principal amount of any
      assumed Indebtedness.

            "Qualifying Financial Statements" means, in respect of the Person or
      Property acquired in any Acquisition, a consolidated balance sheet and
      income statement of such Person or Property as of, and for the four
      quarter period ending on, the last day of the most recently ended fiscal
      year of such Person or Property preceding the date of such Acquisition,
      which financial statements either (i) shall have been audited by
      independent certified public accountants of recognized national standing
      reasonably acceptable to the Agent and whose opinion shall be to the
      effect that such financial statements have been prepared in accordance
      with generally accepted accounting principles in the United States and
      shall not be limited as to the scope of the audit or qualified as to the
      status of the Person or Property


                                       21
<PAGE>   27
      acquired as a going concern or any other material qualifications or
      exceptions or (ii) shall be reasonably acceptable to the Agent.

            "Real Properties" shall have the meaning assigned to such term in
      Section 6.16.

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

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

            "Related Parties" means, with respect to any Sponsor, a collective
      reference to (i) each Person which is a controlling stockholder or partner
      of such Sponsor, (ii) each Person at least 80% of whose Voting Stock is
      owned by such Sponsor, directly or indirectly, (iii) each trust,
      corporation, partnership or other entity, the controlling beneficiaries,
      stockholders, partners or owners of which, directly or indirectly, consist
      of such Sponsor and/or such other Persons referred to in the preceding
      clauses (i) or (ii) and/or in the succeeding clause (v), (iv) each partner
      or stockholder of such Sponsor as of the Closing Date who acquires any
      assets or Voting Stock of the Parent pursuant to a general distribution by
      such Sponsor to each of its partners or stockholders and (v) each officer
      or director of such Sponsor.

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

            "Required Financial Information" means (i) the financial statements
      of the Consolidated Parties required to be delivered pursuant to Section
      7.1(a) or (b) for the most recently completed fiscal period or quarter
      end, and (ii) the certificate of an Executive Officer of the Borrower
      required by Section 7.1(c) to be delivered with the financial statements
      described in clause (i) above.

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

            "Requisite Lenders" means, at any time, two or more Lenders (other
      than Defaulting Lenders holding in the aggregate at least a majority of
      (i) the Revolving Commitments (and Participation Interests therein) or
      (ii) if the Revolving Commitments have been terminated, the outstanding
      Revolving Loans, LOC Obligations and Participation Interests (including
      the Participation Interests of the applicable Issuing Lender in any
      Letters of Credit issued by such Issuing Lender and the Participation
      Interests of the Swingline Lender in any Swingline Loans).

            "Restricted Payment" by the Parent or any Consolidated Party means
      (i) any dividend or other payment or distribution, direct or indirect, on
      account of any shares of any class of Capital Stock of such Person, now or
      hereafter outstanding (including without


                                       22
<PAGE>   28
      limitation any payment in connection with any dissolution, merger,
      consolidation or disposition involving such Person), or to the holders, in
      their capacity as such, of any shares of any class of Capital Stock of
      such Person, now or hereafter outstanding (other than dividends or
      distributions payable in Capital Stock of the applicable Person and other
      than dividends or distributions payable (directly or indirectly through
      Subsidiaries) to any Credit Party other than the Parent), (ii) any
      redemption, retirement, sinking fund or similar payment, purchase or other
      acquisition for value, direct or indirect, of any shares of any class of
      Capital Stock of such Person, now or hereafter outstanding, (iii) any
      payment made to retire, or to obtain the surrender of, any outstanding
      warrants, options or other rights to acquire shares of any class of
      Capital Stock of such Person, now or hereafter outstanding (excluding the
      issuance of Capital Stock by such Person), (iv) any payment or prepayment
      of principal of, premium, if any, or interest on, including any
      redemption, purchase, retirement, defeasance, sinking fund or similar
      payment with respect to, any Subordinated Indebtedness and (v) in the case
      of any Consolidated Party, any loan or advance to the Parent.

            "Revolving Commitment" means, with respect to each Lender, the
      commitment of such Lender in an aggregate principal amount at any time
      outstanding of up to such Lender's Commitment Percentage of the Revolving
      Committed Amount, (i) to make Revolving Loans in accordance with the
      provisions of Section 2.1(a), (ii) to purchase Participation Interests in
      Letters of Credit in accordance with the provisions of Section 2.2(c) and
      (iii) to purchase Participation Interests in the Swingline Loans in
      accordance with the provisions of Section 2.3(b)(iii).

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

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

            "Revolving Note" or "Revolving Notes" means the promissory notes of
      the Borrower in favor of each Lender provided pursuant to Section 2.1(e)
      and evidencing the Revolving Loans of such Lender, individually or
      collectively, as appropriate, as such promissory notes may be amended,
      modified, restated, supplemented, extended, renewed or replaced from time
      to time.

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

            "Sale and Leaseback Transaction" means, with respect to the Parent
      or any Consolidated Party, any arrangement pursuant to which such Person,
      directly or indirectly, becomes liable as lessee, guarantor or other
      surety with respect to any lease, whether an Operating Lease or a Capital
      Lease, of any Property (a) which such Person has sold or transferred (or
      is to sell or transfer) to a Person which is not a Credit Party or (b)
      which such Person intends to use for substantially the same purpose as any
      other Property which has been sold or transferred (or is to be sold or
      transferred) by such Person to another Person which is not a Credit Party
      in connection with such lease.


                                       23

<PAGE>   29
                  "Securities Act" means the Securities Act of 1933, as amended,
         and all regulations issued pursuant thereto.

                  "Securities Exchange Act" means the Securities Exchange Act of
         1934, as amended, and all regulations issued pursuant thereto.

                  "Security Agreement" means the security agreement dated as of
         the Closing Date in the form of Exhibit 1.1B to be executed in favor of
         the Agent by each of the Credit Parties, as amended, modified, restated
         or supplemented from time to time.

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

                  "Solvent" or "Solvency" means, with respect to any Person as
         of a particular date, that on such date (i) such Person is able to pay
         its debts and other liabilities, contingent obligations and other
         commitments as they mature in the normal course of business, (ii) such
         Person does not intend to, and does not believe that it will, incur
         debts or liabilities beyond such Person's ability to pay as such debts
         and liabilities mature in their ordinary course, (iii) such Person is
         not engaged in a business or a transaction, and is not about to engage
         in a business or a transaction, for which such Person's Property would
         constitute unreasonably small capital after giving due consideration to
         the prevailing practice in the industry in which such Person is engaged
         or is to engage, (iv) the fair value of the Property of such Person on
         a going concern basis is greater than the fair value of the total
         amount of liabilities, including, without limitation, contingent
         liabilities, of such Person and (v) the present fair salable value of
         the assets of such Person is not less than the amount that will be
         required to pay the probable liability of such Person on its debts as
         they become absolute and matured. In computing the amount of contingent
         liabilities at any time, it is intended that such liabilities will be
         computed at the amount which, in light of all the facts and
         circumstances existing at such time, represents the amount that can
         reasonably be expected to become an actual or matured liability.

                  "Sponsor Entity" means any Person that is (i) a Sponsor or
         (ii) a Related Party.

                  "Sponsors" means a collective reference to HWH Capital
         Partners, L.P., HWP Capital Partners II, L.P., HWH Nightingale
         Partners, L.P., HWP - II Nightingale Partners, L.P. and Haas Wheat &
         Partners, L.P., together with their successors and permitted assigns,
         and "Sponsor" means any one of them.

                  "Standby Letter of Credit Fee" shall have the meaning assigned
         to such term in Section 3.5(c)(i).

                  "Subordinated Indebtedness" means Indebtedness of the Parent,
         the Borrower or any Subsidiary of the Borrower which (i) is
         subordinated to the Credit Party Obligations in a manner reasonably
         satisfactory to the Agent and (ii) has a maturity date which is at
         least six months after the Maturity Date.

                  "Subsidiary" means, as to any Person at any time, (a) any
         corporation more than 50% of whose Capital Stock of any class or
         classes having by the terms thereof ordinary


                                       24
<PAGE>   30
         voting power to elect a majority of the directors of such corporation
         (irrespective of whether or not at such time, any class or classes of
         such corporation shall have or might have voting power by reason of the
         happening of any contingency) is at such time owned by such Person
         directly or indirectly through Subsidiaries, and (b) any partnership,
         association, joint venture or other entity of which such Person
         directly or indirectly through Subsidiaries owns at such time more than
         50% of the Capital Stock.

                  "Subsidiary Guarantor" means each of the Persons identified as
         a "Subsidiary Guarantor" on the signature pages hereto and each Person
         which may hereafter execute a Joinder Agreement pursuant to Section
         7.12, together with their successors and permitted assigns, and
         "Subsidiary Guarantor" means any one of them.

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

                  "Swingline Committed Amount" shall have the meaning assigned
         to such term in Section 2.3(a).

                  "Swingline Lender" means Bank of America.

                  "Swingline Loan" shall have the meaning assigned to such term
         in Section 2.3(a).

                  "Swingline Note" means the promissory note of the Borrower in
         favor of the Swingline Lender evidencing the Swingline Loans provided
         pursuant to Section 2.3(d), as such promissory notes may be amended,
         modified, restated, supplemented, extended, renewed or replaced from
         time to time.

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

                  "Taxes" shall have the meaning assigned to such term in
         Section 3.11(a).

                  "Trade Letter of Credit Fee" shall have the meaning assigned
         to such term in Section 3.5(c)(ii).

                  "Unused Fee" shall have the meaning assigned to such term in
         Section 3.5(b).

                  "Unused Fee Calculation Period" shall have the meaning
         assigned to such term in Section 3.5(b).

                  "Unused Revolving Committed Amount" means, for any period, the
         amount by which (a) the then applicable Revolving Committed Amount
         exceeds (b) the daily average sum for such period of (i) the
         outstanding aggregate principal amount of all Revolving Loans (but not
         including any Swingline Loans) plus (ii) the outstanding aggregate
         principal amount of all LOC Obligations.


                                       25
<PAGE>   31
                  "Used Revolving Committed Amount" means, as of any date, the
         sum of (i) the outstanding aggregate principal amount of all Revolving
         Loans plus (ii) the outstanding aggregate principal amount of all LOC
         Obligations.

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

                  "Wholly Owned Subsidiary" means any Person 100% of whose
         Voting Stock is at the time owned by the Borrower directly or
         indirectly through other Persons 100% of whose Voting Stock is at the
         time owned, directly or indirectly, by the Borrower.

         1.2      COMPUTATION OF TIME PERIODS.

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

         1.3      ACCOUNTING TERMS.

         Except as otherwise expressly provided herein, all accounting terms
used herein shall be interpreted, and all financial statements and certificates
and reports as to financial matters required to be delivered to the Agent
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis; provided, however, that calculations of the implied principal component
of all obligations under any Synthetic Lease or the implied interest component
of any rent paid under any Synthetic Lease shall be made by the Borrower in
accordance with accepted financial practice and consistent with the terms of
such Synthetic Lease. All calculations made for the purposes of determining
compliance with this Credit Agreement shall (except as otherwise expressly
provided herein) be made by application of GAAP applied on a basis consistent
with the most recent annual or quarterly financial statements of the
Consolidated Parties delivered pursuant to Section 7.1 (or, prior to the
delivery of the first financial statements pursuant to Section 7.1, consistent
with the financial statements as at December 31, 2000); provided, however, if
(a) the Credit Parties shall object to determining such compliance on such basis
at the time of delivery of such financial statements due to any change in GAAP
or the rules promulgated with respect thereto or (b) the Agent or the Requisite
Lenders shall so object in writing within 60 days after delivery of such
financial statements, then such calculations shall be made on a basis consistent
with the most recent financial statements delivered by the Credit Parties to the
Lenders as to which no such objection shall have been made.

         Notwithstanding the above, the parties hereto acknowledge and agree
that, for purposes of all calculations made under the financial covenants set
forth in Section 7.11 (including without limitation for purposes of the
definition of "Pro Forma Basis" set forth in Section 1.1), (a) following
consummation of any Asset Disposition (i) income statement items (whether
positive or negative) and capital expenditures attributable to the Property
disposed of shall be excluded to the extent relating to any period occurring
prior to the date of the transaction for which such calculation is determined
and (ii) Indebtedness which is retired shall be excluded and deemed to have been
retired as of the first day of the applicable period and (b) following


                                       26
<PAGE>   32
consummation of any Acquisition (i) income statement items (whether positive or
negative) attributable to the Person or Property acquired shall, to the extent
not otherwise included in such income statement items for the Consolidated
Parties in accordance with GAAP or in accordance with any defined terms set
forth in Section 1.1, be included to the extent relating to any period
applicable in such calculations, provided, however, that income statement items
attributable to such Person or Property shall not be included in any calculation
of Consolidated Net Income or Consolidated EBITDA unless the applicable income
statement for such Person or Property is a Qualifying Financial Statement which
shall have been delivered to the Agent, (ii) Indebtedness of the Person or
Property acquired shall be deemed to have been incurred as of the first day of
the applicable period and (iii) pro forma adjustments may be included to the
extent that such adjustments (A) are made in the good faith judgment of the
management of the Consolidated Parties and (B) give effect to events that are
(1) directly attributable to such transaction, (2) expected to have a continuing
impact on the Consolidated Parties, (3) verifiable and supportable and (4)
realizable within 180 days following the consummation of the related Acquisition
(or later if such additional time is acceptable to the Agent).

                                    SECTION 2

                                 CREDIT FACILITY

         2.1      REVOLVING LOANS.

                  (a) Revolving Commitment. Subject to the terms and conditions
         hereof and in reliance upon the representations and warranties set
         forth herein, each Lender severally agrees to make available to the
         Borrower such Lender's Commitment Percentage of revolving credit loans
         requested by the Borrower in Dollars ("Revolving Loans") from time to
         time from the Closing Date until the Maturity Date, or such earlier
         date as the Revolving Commitments shall have been terminated as
         provided herein; provided, however, that the sum of the aggregate
         outstanding principal amount of Revolving Loans shall not exceed FIFTY
         MILLION DOLLARS ($50,000,000) (as such aggregate maximum amount may be
         reduced from time to time as provided in Section 3.4, the "Revolving
         Committed Amount"); provided, further, (A) with regard to each Lender
         individually, such Lender's outstanding Revolving Loans shall not
         exceed such Lender's Commitment Percentage of the Revolving Committed
         Amount, and (B) the sum of the aggregate outstanding principal amount
         of Revolving Loans plus LOC Obligations plus Swingline Loans shall not
         exceed the Revolving Committed Amount. Revolving Loans may consist of
         Base Rate Loans or Eurodollar Loans, or a combination thereof, as the
         Borrower may request; provided, however, that no more than 6 Eurodollar
         Loans which are Revolving Loans shall be outstanding hereunder at any
         time (it being understood that, for purposes hereof, Eurodollar Loans
         with different Interest Periods shall be considered as separate
         Eurodollar Loans, even if they begin on the same date, although
         borrowings, extensions and conversions may, in accordance with the
         provisions hereof, be combined at the end of existing Interest Periods
         to constitute a new Eurodollar Loan with a single Interest Period).
         Revolving Loans hereunder may be repaid and reborrowed in accordance
         with the provisions hereof.

                  (b)      Revolving Loan Borrowings.

                                       27
<PAGE>   33
                           (i)      Notice of Borrowing.

                                    (A) The Borrower shall submit an appropriate
                           Notice of Borrowing to the Agent with respect to the
                           initial borrowing of Revolving Loans on the Closing
                           Date no later than 12:00 Noon (Charlotte, North
                           Carolina time) on the Closing Date. Such Notice of
                           Borrowing shall be irrevocable and shall specify the
                           aggregate principal amount of the Revolving Loan to
                           be borrowed. The full amount of the Revolving Loan
                           disbursed on the Closing Date shall be a Base Rate
                           Loan.

                                    (B) With respect to each borrowing of
                           Revolving Loans disbursed after the Closing Date, the
                           Borrower shall request such Revolving Loan borrowing
                           by written notice (or telephonic notice promptly
                           confirmed in writing) to the Agent not later than
                           12:30 P.M. (Charlotte, North Carolina time) on the
                           date of the requested borrowing in the case of Base
                           Rate Loans, and on the third Business Day prior to
                           the date of the requested borrowing in the case of
                           Eurodollar Loans. Each such request for borrowing
                           shall be irrevocable and shall specify (A) that a
                           Revolving Loan is requested, (B) the date of the
                           requested borrowing (which shall be a Business Day),
                           (C) the aggregate principal amount to be borrowed,
                           and (D) whether the borrowing shall be comprised of
                           Base Rate Loans, Eurodollar Loans or a combination
                           thereof, and if Eurodollar Loans are requested, the
                           Interest Period(s) therefor. If the Borrower shall
                           fail to specify in any such Notice of Borrowing (I)
                           an applicable Interest Period in the case of a
                           Eurodollar Loan, then such notice shall be deemed to
                           be a request for an Interest Period of one month, or
                           (II) the type of Revolving Loan requested, then such
                           notice shall be deemed to be a request for a Base
                           Rate Loan hereunder. The Agent shall give notice to
                           each affected Lender promptly upon receipt of each
                           Notice of Borrowing pursuant to this Section
                           2.1(b)(i), the contents thereof and each such
                           Lender's share of any borrowing to be made pursuant
                           thereto.

                           (ii) Minimum Amounts. Each Eurodollar Loan or Base
                  Rate Loan that is a Revolving Loan shall be in a minimum
                  aggregate principal amount of $2,000,000 and integral
                  multiples of $250,000 in excess thereof (or the remaining
                  amount of the Revolving Committed Amount, if less).

                           (iii) Advances. Each Lender will make its Commitment
                  Percentage of each Revolving Loan borrowing available to the
                  Agent for the account of the Borrower as specified in Section
                  3.15(a), or in such other manner as the Agent may specify in
                  writing, by 2:00 P.M. (Charlotte, North Carolina time) on the
                  date specified in the applicable Notice of Borrowing in
                  Dollars and in funds immediately available to the Agent. Such
                  borrowing will then be made available to the Borrower by the
                  Agent by crediting the account of the Borrower on the books of
                  such office with the aggregate of the amounts made available
                  to the Agent by the Lenders and in like funds as received by
                  the Agent; provided, however, that the Agent shall, if
                  requested by the Borrower, make the initial advance of
                  Revolving Loans on the Closing Date available to Borrower as
                  provided above prior to the Agent's receipt of corresponding
                  amounts from the Lenders.

                                       28
<PAGE>   34
                  (c) Repayment. The principal amount of all Revolving Loans
         shall be due and payable in full on the Maturity Date, unless
         accelerated sooner pursuant to Section 9.2.

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

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

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

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

                  (e) Revolving Notes. The Revolving Loans made by each Lender
         shall be evidenced by a duly executed promissory note of the Borrower
         to such Lender in an original principal amount equal to such Lender's
         Commitment Percentage of the Revolving Committed Amount and in
         substantially the form of Exhibit 2.1(e).

         2.2      LETTER OF CREDIT SUBFACILITY.

                  (a) Issuance. Subject to the terms and conditions hereof and
         in reliance upon the representations and warranties set forth herein,
         the applicable Issuing Lender agrees to issue, and each Lender
         severally agrees to participate in the issuance by each Issuing Lender
         of, standby and trade Letters of Credit in Dollars from time to time
         from the Closing Date until the date thirty (30) days prior to the
         Maturity Date as the Borrower may request, in a form acceptable to the
         applicable Issuing Lender; provided, however, that (i) the LOC
         Obligations outstanding shall not at any time exceed TEN MILLION
         DOLLARS ($10,000,000) (the "LOC Committed Amount") and (ii) the sum of
         the aggregate outstanding principal amount of Revolving Loans plus LOC
         Obligations plus Swingline Loans shall not at any time exceed the
         Revolving Committed Amount. No Letter of Credit shall (x) have an
         original expiry date more than one year from the date of issuance
         (provided that any such Letter of Credit may contain customary
         "evergreen" provisions pursuant to which the expiry date is
         automatically extended by a specific time period unless the applicable
         Issuing Lender gives notice to the beneficiary of such Letter of Credit
         at least a specified time period prior to the expiry date then in
         effect) or (y) as originally issued or as extended, have an expiry date
         extending beyond the date thirty (30) days prior to the Maturity Date.
         Each Letter of Credit shall comply with the related LOC Documents. The
         issuance and expiry dates of each Letter of Credit shall be a Business
         Day.

                  (b) Notice and Reports. The request for the issuance of a
         Letter of Credit shall be submitted by the Borrower to the applicable
         Issuing Lender at least three (3) Business Days prior to the requested
         date of issuance. At least quarterly (and more frequently upon
         request), each Issuing Lender shall provide to the Agent a detailed
         report specifying the Letters of Credit issued by such Issuing Lender
         which are then issued and outstanding and


                                       29
<PAGE>   35
         any activity with respect thereto which may have occurred since the
         date of the prior report, and including therein, among other things,
         the beneficiary, the face amount and the expiry date, as well as any
         payment or expirations which may have occurred. The Agent shall
         disseminate promptly to each of the Lenders the information provided by
         the Issuing Lender(s) pursuant to this subsection (b).

                  (c) Participation. Each Lender, upon issuance of a Letter of
         Credit, shall be deemed to have purchased without recourse a
         Participation Interest from the applicable Issuing Lender in such
         Letter of Credit and the obligations arising thereunder and any
         collateral relating thereto, in each case in an amount equal to its pro
         rata share of the obligations under such Letter of Credit (based on the
         respective Commitment Percentages of the Lenders) and shall absolutely,
         unconditionally and irrevocably assume and be obligated to pay to the
         applicable Issuing Lender and discharge when due, its pro rata share of
         the obligations arising under such Letter of Credit. Without limiting
         the scope and nature of each Lender's Participation Interest in any
         Letter of Credit, to the extent that the applicable Issuing Lender has
         not been reimbursed as required hereunder or under any such Letter of
         Credit, each such Lender shall pay to the Agent for the account of the
         applicable Issuing Lender its pro rata share of such unreimbursed
         drawing in same day funds on the day of notification by the Agent of an
         unreimbursed drawing pursuant to the provisions of subsection (d)
         below. The obligation of each Lender to so reimburse the applicable
         Issuing Lender shall be absolute and unconditional and shall not be
         affected by the occurrence of a Default, an Event of Default or any
         other occurrence or event. Any such reimbursement shall not relieve or
         otherwise impair the obligation of the Borrower to reimburse the
         applicable Issuing Lender under any Letter of Credit, together with
         interest as hereinafter provided.

                  (d) Reimbursement. In the event of any drawing under any
         Letter of Credit, the applicable Issuing Lender will promptly notify
         the Borrower and the Agent. Unless the Borrower shall promptly notify
         the Agent and the applicable Issuing Lender that the Borrower intends
         to otherwise reimburse the applicable Issuing Lender for such drawing,
         the Borrower shall be deemed to have requested that the Lenders make a
         Revolving Loan in the amount of such drawing as provided in subsection
         (e) below, the proceeds of which will be used to satisfy the related
         reimbursement obligations. The Borrower promises to reimburse the
         applicable Issuing Lender (such reimbursement to made to the Agent for
         the account of the applicable Issuing Lender) for each drawing under
         any Letter of Credit (either with the proceeds of a Revolving Loan
         obtained hereunder or otherwise) in same day funds (i) if it shall
         receive notice of such drawing from the applicable Issuing Lender prior
         to 1:00 P.M. (Charlotte, North Carolina time) on any Business Day, on
         such Business Day and (ii) if it shall receive such notice after 1:00
         P.M. (Charlotte, North Carolina time) on any day, on the next Business
         Day after it shall receive such notice. The unreimbursed amount of any
         drawing shall bear interest from the date of such drawing through the
         date upon which reimbursement thereof is required as provided above at
         the Federal Funds Rate. If the Borrower shall fail to reimburse the
         applicable Issuing Lender as provided hereinabove, the unreimbursed
         amount of such drawing shall thereafter bear interest at a per annum
         rate equal to the Adjusted Base Rate plus 2%. The Borrower's
         reimbursement obligations hereunder shall be absolute and unconditional
         under all circumstances irrespective of any rights of setoff,
         counterclaim or defense to payment the Borrower may claim or have
         against the applicable Issuing Lender, the Agent, the Lenders, the
         beneficiary


                                       30
<PAGE>   36
         of the Letter of Credit drawn upon or any other Person, including
         without limitation any defense based on any failure of the Borrower or
         any other Credit Party to receive consideration or the legality,
         validity, regularity or unenforceability of the Letter of Credit. The
         applicable Issuing Lender will promptly notify the Agent, who shall, in
         turn, promptly notify the other Lenders of the amount of any
         unreimbursed drawing and each Lender shall promptly pay to the Agent
         for the account of the applicable Issuing Lender in Dollars and in
         immediately available funds, the amount of such Lender's pro rata share
         of such unreimbursed drawing. Such payment shall be made on the day
         such notice is received by such Lender from the Agent if such notice is
         received at or before 3:00 P.M. (Charlotte, North Carolina time), and
         otherwise such payment shall be made at or before 12:00 Noon
         (Charlotte, North Carolina time) on the Business Day next succeeding
         the day such notice is received. If such Lender does not pay such
         amount to the Agent for the account of the applicable Issuing Lender in
         full upon such request, such Lender shall, on demand, pay to the Agent
         for the account of the applicable Issuing Lender interest on the unpaid
         amount during the period from the date of such drawing until such
         Lender pays such amount to the Agent for the account of the applicable
         Issuing Lender in full at a rate per annum equal to, if paid within two
         (2) Business Days of the date that such Lender is required to make
         payments of such amount pursuant to the preceding sentence, the Federal
         Funds Rate and thereafter at a rate equal to the Base Rate. Each
         Lender's obligation to make such payment to the applicable Issuing
         Lender, and the right of the applicable Issuing Lender to receive the
         same, shall be absolute and unconditional, shall not be affected by any
         circumstance whatsoever and without regard to the termination of this
         Credit Agreement or the Commitments hereunder, the existence of a
         Default or Event of Default or the acceleration of the obligations of
         the Borrower hereunder and shall be made without any offset, abatement,
         withholding or reduction whatsoever. Simultaneously with the making of
         each such payment by a Lender to the Agent for the account of the
         applicable Issuing Lender, such Lender shall, automatically and without
         any further action on the part of the Agent, the applicable Issuing
         Lender or such Lender, acquire a Participation Interest in an amount
         equal to such payment (excluding the portion of such payment
         constituting interest owing to the applicable Issuing Lender) in the
         related unreimbursed drawing portion of the LOC Obligation and in the
         interest thereon, and shall have a claim against the Borrower with
         respect thereto.

                  (e) Repayment with Revolving Loans. On any day on which the
         Borrower shall have requested, or been deemed to have requested, a
         Revolving Loan advance to reimburse a drawing under a Letter of Credit,
         the Agent shall give notice to the Lenders that a Revolving Loan has
         been requested or deemed requested by the Borrower to be made in
         connection with a drawing under a Letter of Credit, in which case a
         Revolving Loan advance comprised of Base Rate Loans shall be
         immediately made to the Borrower by all Lenders (notwithstanding any
         termination of the Commitments pursuant to Section 9.2) pro rata based
         on the respective Commitment Percentages of the Lenders (determined
         before giving effect to any termination of the Commitments pursuant to
         Section 9.2) and the proceeds thereof shall be paid directly to the
         Agent for the account of the applicable Issuing Lender for application
         to the respective LOC Obligations. Each such Lender hereby irrevocably
         agrees to make its pro rata share of each such Revolving Loan
         immediately upon any such request or deemed request in the amount, in
         the manner and on the date specified in the preceding sentence
         notwithstanding (i) the amount of such borrowing may not comply with
         the minimum amount for advances of Revolving Loans otherwise required


                                       31
<PAGE>   37
         hereunder, (ii) whether any conditions specified in Section 5.2 are
         then satisfied, (iii) whether a Default or an Event of Default then
         exists, (iv) failure of any such request or deemed request for
         Revolving Loan to be made by the time otherwise required hereunder, (v)
         whether the date of such borrowing is a date on which Revolving Loans
         are otherwise permitted to be made hereunder or (vi) any termination of
         the Commitments immediately prior to or contemporaneously with such
         borrowing. In the event that any Revolving Loan cannot for any reason
         be made on the date otherwise required above (including, without
         limitation, as a result of the commencement of a proceeding under the
         Bankruptcy Code with respect to the Borrower or any other Credit
         Party), then each such Lender hereby agrees that it shall forthwith
         purchase (as of the date such borrowing would otherwise have occurred,
         but adjusted for any payments received from the Borrower on or after
         such date and prior to such purchase) from the applicable Issuing
         Lender such Participation Interests in the outstanding LOC Obligations
         as shall be necessary to cause each such Lender to share in such LOC
         Obligations ratably (based upon the respective Commitment Percentages
         of the Lenders (determined before giving effect to any termination of
         the Commitments pursuant to Section 9.2)), provided that at the time
         any purchase of Participation Interests pursuant to this sentence is
         actually made, the purchasing Lender shall be required to pay to the
         Agent for the account of the applicable Issuing Lender, to the extent
         not paid to the applicable Issuing Lender by the Borrower in accordance
         with the terms of subsection (d) above, interest on the principal
         amount of Participation Interests purchased for each day from and
         including the day upon which such borrowing would otherwise have
         occurred to but excluding the date of payment for such Participation
         Interests, at the rate equal to, if paid within two (2) Business Days
         of the date of the Revolving Loan advance, the Federal Funds Rate, and
         thereafter at a rate equal to the Base Rate.

                  (f) Designation of Consolidated Parties as Account Parties.
         Notwithstanding anything to the contrary set forth in this Credit
         Agreement, including without limitation Section 2.2(a), a Letter of
         Credit issued hereunder may be issued for the account of a Consolidated
         Party other than the Borrower, provided that notwithstanding such
         statement, the Borrower shall be the actual account party for all
         purposes of this Credit Agreement for such Letter of Credit and such
         statement shall not affect the Borrower's reimbursement obligations
         hereunder with respect to such Letter of Credit.

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

                  (h) Uniform Customs and Practices. The applicable Issuing
         Lender may have the Letters of Credit be subject to The Uniform Customs
         and Practice for Documentary Credits, as published as of the date of
         issue by the International Chamber of Commerce (the "UCP"), in which
         case the UCP may be incorporated therein and deemed in all respects to
         be a part thereof. Standby Letters of Credit may also be subject to
         IFP98 (International Standby Practice).

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

                           (i) In addition to its other obligations under this
                  Section 2.2, the Borrower hereby agrees to pay, and protect,
                  indemnify and save each Lender


                                       32
<PAGE>   38
                  harmless from and against, any and all claims, demands,
                  liabilities, damages, losses, costs, charges and expenses
                  (including reasonable attorneys' fees) that such Lender may
                  incur or be subject to as a consequence, direct or indirect,
                  of (A) the issuance of any Letter of Credit or (B) the failure
                  of such Lender to honor a drawing under a Letter of Credit as
                  a result of any act or omission, whether rightful or wrongful,
                  of any present or future de jure or de facto government or
                  Governmental Authority (all such acts or omissions, herein
                  called "Government Acts").

                           (ii) As between the Borrower and the Lenders
                  (including the applicable Issuing Lender), the Borrower shall
                  assume all risks of the acts, omissions or misuse of any
                  Letter of Credit by the beneficiary thereof. No Lender
                  (including the applicable Issuing Lender) shall be
                  responsible: (A) for the form, validity, sufficiency,
                  accuracy, genuineness or legal effect of any document
                  submitted by any party in connection with the application for
                  and issuance of any Letter of Credit, even if it should in
                  fact prove to be in any or all respects invalid, insufficient,
                  inaccurate, fraudulent or forged; (B) for the validity or
                  sufficiency of any instrument transferring or assigning or
                  purporting to transfer or assign any Letter of Credit or the
                  rights or benefits thereunder or proceeds thereof, in whole or
                  in part, that may prove to be invalid or ineffective for any
                  reason; (C) for errors, omissions, interruptions or delays in
                  transmission or delivery of any messages, by mail, cable,
                  telegraph, telex or otherwise, whether or not they be in
                  cipher; (D) for any loss or delay in the transmission or
                  otherwise of any document required in order to make a drawing
                  under a Letter of Credit or of the proceeds thereof; and (E)
                  for any consequences arising from causes beyond the control of
                  such Lender, including, without limitation, any Government
                  Acts. None of the above shall affect, impair, or prevent the
                  vesting of the applicable Issuing Lender's rights or powers
                  hereunder.

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

                           (iv) Notwithstanding anything to the contrary
                  contained in this subsection (i), the Borrower shall have no
                  obligation to indemnify any Lender (including the applicable
                  Issuing Lender) in respect of any liability incurred by such
                  Lender (A) arising out of the gross negligence or willful
                  misconduct of such Lender, or (B) caused by such Lender's
                  failure to pay under any Letter of Credit after presentation
                  to it of a request strictly complying with the terms and
                  conditions of such Letter of Credit, unless such payment is
                  prohibited by any law, regulation, court order or decree.

                  (j) Responsibility of Issuing Lender. It is expressly
         understood and agreed that the obligations of the applicable Issuing
         Lender hereunder to the Lenders are only those expressly set forth in
         this Credit Agreement and that the applicable Issuing Lender shall be
         entitled to assume that the conditions precedent set forth in Section
         5.2 have been satisfied


                                       33
<PAGE>   39
         unless it shall have acquired actual knowledge that any such condition
         precedent has not been satisfied; provided, however, that nothing set
         forth in this Section 2.2 shall be deemed to prejudice the right of any
         Lender to recover from the applicable Issuing Lender any amounts made
         available by such Lender to the applicable Issuing Lender pursuant to
         this Section 2.2 in the event that it is determined by a court of
         competent jurisdiction that the payment with respect to a Letter of
         Credit constituted gross negligence or willful misconduct on the part
         of the applicable Issuing Lender.

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

         2.3      SWINGLINE LOAN SUBFACILITY OF THE REVOLVER.

                  (a) Swingline Commitment. Subject to the terms and conditions
         hereof and in reliance upon the representations and warranties set
         forth herein, the Swingline Lender, in its individual capacity, agrees
         to make certain revolving credit loans requested by the Borrower in
         Dollars to the Borrower (each a "Swingline Loan" and, collectively, the
         "Swingline Loans") from time to time from the Closing Date until the
         Maturity Date for the purposes hereinafter set forth; provided,
         however, (i) the aggregate principal amount of Swingline Loans
         outstanding at any time shall not exceed TEN MILLION DOLLARS
         ($10,000,000) (the "Swingline Committed Amount"), and (ii) the sum of
         the aggregate outstanding principal amount of Revolving Loans plus LOC
         Obligations plus Swingline Loans shall not exceed the Revolving
         Committed Amount. Swingline Loans hereunder may be repaid and
         reborrowed in accordance with the provisions hereof.

                  (b)      Swingline Loan Advances.

                           (i) Notices; Disbursement. Whenever the Borrower
                  desires a Swingline Loan advance hereunder it shall give
                  written notice (or telephonic notice promptly confirmed in
                  writing) to the Swingline Lender not later than 3:00 P.M.
                  (Charlotte, North Carolina time) on the Business Day of the
                  requested Swingline Loan advance. Each such notice shall be
                  irrevocable and shall specify (A) that a Swingline Loan
                  advance is requested, (B) the date of the requested Swingline
                  Loan advance (which shall be a Business Day) and (C) the
                  principal amount of the Swingline Loan advance requested. Each
                  Swingline Loan shall be made as a Base Rate Loan and shall
                  have such maturity date as the Swingline Lender and the
                  Borrower shall agree upon receipt by the Swingline Lender of
                  any such notice from the Borrower. The Swingline Lender shall
                  initiate the transfer of funds representing the Swingline Loan
                  advance to the Borrower by 3:00 P.M. (Charlotte, North
                  Carolina time) on the Business Day of the requested borrowing.

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

                           (iii) Repayment of Swingline Loans. The principal
                  amount of all Swingline Loans shall be due and payable on the
                  earlier of (A) the maturity date


                                       34
<PAGE>   40
                  agreed to by the Swingline Lender and the Borrower with
                  respect to such Loan (which maturity date shall not be a date
                  more than seven (7) Business Days from the date of advance
                  thereof) or (B) the Maturity Date. The Swingline Lender may,
                  at any time, in its sole discretion, by written notice to the
                  Borrower and the Lenders, demand repayment of its Swingline
                  Loans by way of a Revolving Loan advance, in which case the
                  Borrower shall be deemed to have requested a Revolving Loan
                  advance comprised solely of Base Rate Loans in the amount of
                  such Swingline Loans; provided, however, that any such demand
                  shall be deemed to have been given one Business Day prior to
                  the Maturity Date and on the date of the occurrence of any
                  Event of Default described in Section 9.1 and upon
                  acceleration of the indebtedness hereunder and the exercise of
                  remedies in accordance with the provisions of Section 9.2.
                  Each Lender hereby irrevocably agrees to make its pro rata
                  share of each such Revolving Loan in the amount, in the manner
                  and on the date specified in the preceding sentence
                  notwithstanding (I) the amount of such borrowing may not
                  comply with the minimum amount for advances of Revolving Loans
                  otherwise required hereunder, (II) whether any conditions
                  specified in Section 5.2 are then satisfied, (III) whether a
                  Default or an Event of Default then exists, (IV) failure of
                  any such request or deemed request for Revolving Loan to be
                  made by the time otherwise required hereunder, (V) whether the
                  date of such borrowing is a date on which Revolving Loans are
                  otherwise permitted to be made hereunder or (VI) any
                  termination of the Commitments relating thereto immediately
                  prior to or contemporaneously with such borrowing. In the
                  event that any Revolving Loan cannot for any reason be made on
                  the date otherwise required above (including, without
                  limitation, as a result of the commencement of a proceeding
                  under the Bankruptcy Code with respect to the Borrower or any
                  other Credit Party), then each Lender hereby agrees that it
                  shall forthwith purchase (as of the date such borrowing would
                  otherwise have occurred, but adjusted for any payments
                  received from the Borrower on or after such date and prior to
                  such purchase) from the Swingline Lender such Participation
                  Interests in the outstanding Swingline Loans as shall be
                  necessary to cause each such Lender to share in such Swingline
                  Loans ratably based upon its Commitment Percentage of the
                  Revolving Committed Amount (determined before giving effect to
                  any termination of the Commitments pursuant to Section 3.4),
                  provided that (A) all interest payable on the Swingline Loans
                  shall be for the account of the Swingline Lender until the
                  date as of which the respective Participation Interest is
                  purchased and (B) at the time any purchase of Participation
                  Interests pursuant to this sentence is actually made, the
                  purchasing Lender shall be required to pay to the Swingline
                  Lender, to the extent not paid to the Swingline Lender by the
                  Borrower in accordance with the terms of subsection (c)(ii)
                  below, interest on the principal amount of Participation
                  Interests purchased for each day from and including the day
                  upon which such borrowing would otherwise have occurred to but
                  excluding the date of payment for such Participation
                  Interests, at the rate equal to the Federal Funds Rate.

                  (c)      Interest on Swingline Loans.

                           (i) Rate of Interest . Subject to the provisions of
                  Section 3.1, each Swingline Loan shall bear interest at a per
                  annum rate equal to the Base Rate.

                                       35
<PAGE>   41
                           (ii) Payment of Interest. Interest on Swingline Loans
                  shall be payable in arrears on each applicable Interest
                  Payment Date (or at such other times as may be specified
                  herein), unless accelerated sooner pursuant to Section 9.2.

                  (d) Swingline Note. The Swingline Loans shall be evidenced by
         a duly executed promissory note of the Borrower to the Swingline Lender
         in an original principal amount equal to the Swingline Committed Amount
         substantially in the form of Exhibit 2.3(d).

                                    SECTION 3

                  OTHER PROVISIONS RELATING TO CREDIT FACILITY

         3.1      DEFAULT RATE.

         Upon the occurrence, and during the continuance, of a default in the
payment of any amount hereunder, under the Notes or under any of the other
Credit Documents, such overdue amount shall bear interest, payable on demand, at
a per annum rate 2% greater than the rate which would otherwise be applicable
(or if no rate is applicable, whether in respect of interest, fees or other
amounts, then the Adjusted Base Rate plus 2%).

         3.2      EXTENSION AND CONVERSION.

         The Borrower shall have the option, on any Business Day, to extend
         existing Loans into a subsequent permissible Interest Period or to
         convert Loans into Loans of another interest rate type; provided,
         however, that (i) except as provided in Section 3.8, Eurodollar Loans
         may be converted into Base Rate Loans or extended as Eurodollar Loans
         for new Interest Periods only on the last day of the Interest Period
         applicable thereto, (ii) without the consent of the Requisite Lenders,
         Eurodollar Loans may be extended, and Base Rate Loans may be converted
         into Eurodollar Loans, only if the conditions precedent set forth in
         Section 5.2 are satisfied on the date of extension or conversion, (iii)
         Loans extended as, or converted into, Eurodollar Loans shall be subject
         to the terms of the definition of "Interest Period" set forth in
         Section 1.1 and shall be in such minimum amounts as provided in, with
         respect to Revolving Loans, Section 2.1(b)(ii), (iv) no more than 6
         Eurodollar Loans which are Revolving Loans shall be outstanding
         hereunder at any time (it being understood that, for purposes hereof,
         Eurodollar Loans with different Interest Periods shall be considered as
         separate Eurodollar Loans, even if they begin on the same date,
         although borrowings, extensions and conversions may, in accordance with
         the provisions hereof, be combined at the end of existing Interest
         Periods to constitute a new Eurodollar Loan with a single Interest
         Period), (v) any request for extension or conversion of a Eurodollar
         Loan which shall fail to specify an Interest Period shall be deemed to
         be a request for an Interest Period of one month and (vi) Swingline
         Loans may not be extended or converted pursuant to this Section 3.2.
         Each such extension or conversion shall be effected by the Borrower by
         giving a Notice of Extension/Conversion (or telephonic notice promptly
         confirmed in writing) to the office of the Agent specified in Schedule
         2.1(a), or at such other office as the Agent may designate in writing,
         prior to 12:00 Noon (Charlotte, North Carolina time) on the Business
         Day of, in the case of the conversion of a Eurodollar Loan into a Base
         Rate Loan, and on the third Business Day prior to, in the case of the
         extension of a Eurodollar Loan as, or


                                       36
<PAGE>   42
         conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the
         proposed extension or conversion, specifying the date of the proposed
         extension or conversion, the Loans to be so extended or converted, the
         types of Loans into which such Loans are to be converted and, if
         appropriate, the applicable Interest Periods with respect thereto. Each
         request for extension or conversion shall be irrevocable and shall
         constitute a representation and warranty by the Borrower of the matters
         specified in clauses (b), (c), (d) and (e) of Section 5.2. In the event
         the Borrower fails to request extension or conversion of any Eurodollar
         Loan in accordance with this Section 3.2, or any such conversion or
         extension is not permitted or required by this Credit Agreement, then
         such Eurodollar Loan shall be automatically converted into a Base Rate
         Loan at the end of the Interest Period applicable thereto. The Agent
         shall give each Lender notice as promptly as practicable of any such
         proposed extension or conversion affecting any Loan.

         3.3      PREPAYMENTS.

                  (a) Voluntary Prepayments. The Borrower shall have the right
         to prepay Loans in whole or in part from time to time; provided,
         however, that each partial prepayment of Loans (other than Swingline
         Loans) shall be in a minimum principal amount of $1,000,000 and
         integral multiples of $250,000 in excess thereof (or the then remaining
         principal balance of the Revolving Loans, if less). Subject to the
         foregoing terms, amounts prepaid under this Section 3.3(a) shall be
         applied as the Borrower may elect; provided that if the Borrower shall
         fail to specify, voluntary prepayments shall be applied first to Base
         Rate Loans and then to Eurodollar Loans in direct order of Interest
         Period maturities. All prepayments under this Section 3.3(a) shall be
         subject to Section 3.12, but otherwise without premium or penalty, and
         shall be accompanied by interest on the principal amount prepaid
         through the date of prepayment.

                  (b)      Mandatory Prepayments.

                           (i) (A) Revolving Committed Amount. If at any time,
                           the sum of the aggregate outstanding principal amount
                           of Revolving Loans plus LOC Obligations plus
                           Swingline Loans shall exceed the Revolving Committed
                           Amount, the Borrower immediately shall prepay the
                           Revolving Loans and (after all Revolving Loans have
                           been repaid) cash collateralize the LOC Obligations,
                           in an amount sufficient to eliminate such excess.

                               (B) LOC Committed Amount. If at any time, the sum
                           of the aggregate principal amount of LOC Obligations
                           shall exceed the LOC Committed Amount, the Borrower
                           immediately shall cash collateralize the LOC
                           Obligations in an amount sufficient to eliminate such
                           excess.

                           (ii) (A) Asset Dispositions. Immediately upon the
                  occurrence of any Asset Disposition Prepayment Event, the
                  Borrower shall prepay the Loans in an aggregate amount equal
                  to 100% of the Net Cash Proceeds of the related Asset
                  Disposition not applied (or caused to be applied) by the
                  Credit Parties during the related Application Period to make
                  Eligible Reinvestments as contemplated by the terms of Section
                  8.5(g) (such prepayment to be applied as set forth in clause
                  (iii) below).

                                       37
<PAGE>   43
                                    (B) Casualty and Condemnation Events.
                           Immediately upon the occurrence of any event
                           requiring application of any insurance proceeds to
                           the prepayment of Loans (and cash collateralization
                           of LOC Obligations) pursuant to Section 7.6(b), the
                           Borrower shall prepay the Loans in the amount
                           required by such Section 7.6(b) (such prepayment to
                           be applied as set forth in clause (iii) below).

                           (iii) Application of Mandatory Prepayments. All
                  amounts required to be paid pursuant to this Section 3.3(b)
                  shall be applied as follows: (A) with respect to all amounts
                  prepaid pursuant to Section 3.3(b)(i)(A), to Revolving Loans
                  (without any reduction in the Revolving Committed Amount) and
                  (after all Revolving Loans have been repaid) to a cash
                  collateral account in respect of LOC Obligations, (B) with
                  respect to all amounts prepaid pursuant to Section
                  3.3(b)(i)(B), to a cash collateral account in respect of LOC
                  Obligations and (C) with respect to all amounts prepaid
                  pursuant to Section 3.3(b)(ii), first, to the Swingline Loans,
                  second (after all Swingline Loans have been repaid), to
                  Revolving Loans and, third (after all Revolving Loans have
                  been repaid), to a cash collateral account in respect of LOC
                  Obligations (without a corresponding permanent reduction in
                  the Revolving Committed Amount in connection with any
                  application required pursuant to this Section 3.3(b)). Within
                  the parameters of the applications set forth above,
                  prepayments shall be applied first to Base Rate Loans and then
                  to Eurodollar Loans subject to Section 3.3(b)(iv) in direct
                  order of Interest Period maturities. All prepayments under
                  this Section 3.3(b) shall be subject to Section 3.12, but
                  otherwise without premium or penalty, and shall be accompanied
                  by interest on the principal amount prepaid through the date
                  of prepayment.

                           (iv) Prepayment Account. If the Borrower is required
                  to make a mandatory prepayment of Eurodollar Loans under this
                  Section 3.3(b), the Borrower shall have the right, in lieu of
                  making such prepayment in full, to deposit an amount equal to
                  such mandatory prepayment with the Agent in a cash collateral
                  account maintained (pursuant to documentation reasonably
                  satisfactory to the Agent) by and in the sole dominion and
                  control of the Agent. Any amounts so deposited shall be held
                  by the Agent as collateral for the prepayment of such
                  Eurodollar Loans and shall be applied to the prepayment of the
                  applicable Eurodollar Loans at the end of the current Interest
                  Periods applicable thereto. At the request of the Borrower,
                  amounts so deposited shall be invested by the Agent in Cash
                  Equivalents maturing prior to the date or dates on which it is
                  anticipated that such amounts will be applied to prepay such
                  Eurodollar Loans; any interest earned on such Cash Equivalents
                  will be for the account of the Borrower and the Borrower will
                  deposit with the Agent the amount of any loss on any such Cash
                  Equivalents to the extent necessary in order that the amount
                  of the prepayment to be made with the deposited amounts may
                  not be reduced.

         3.4      TERMINATION AND REDUCTION OF REVOLVING COMMITTED AMOUNT.

                           (a) Voluntary Reductions. The Borrower may from time
         to time permanently reduce or terminate the Revolving Committed Amount
         in whole or in part (in


                                       38
<PAGE>   44
         minimum aggregate amounts of $5,000,000 or in integral multiples of
         $1,000,000 in excess thereof (or, if less, the full remaining amount of
         the then applicable Revolving Committed Amount)) upon five Business
         Days' prior written notice to the Agent; provided, however, no such
         termination or reduction shall be made which would cause the sum of the
         aggregate outstanding principal amount of Revolving Loans plus LOC
         Obligations plus Swingline Loans to exceed the Revolving Committed
         Amount unless, concurrently with such termination or reduction, the
         Revolving Loans are repaid to the extent necessary to eliminate such
         excess. The Agent shall promptly notify each affected Lender of receipt
         by the Agent of any notice from the Borrower pursuant to this Section
         3.4(a).

                  (b) Maturity Date. The Revolving Commitments of the Lenders,
         the LOC Commitment of the Issuing Lender(s) and the Swingline
         Commitment of the Swingline Lender shall automatically terminate on the
         Maturity Date.

                  (c) General. The Borrower shall pay to the Agent for the
         account of the Lenders in accordance with the terms of Section 3.5(b),
         on the date of each termination or reduction of the Revolving Committed
         Amount, the Unused Fee accrued through the date of such termination or
         reduction on the amount of the Revolving Committed Amount so terminated
         or reduced.

         3.5      FEES.

                  (a) Underwriting Fee. The Borrower promises to pay to the
         Agent, for the benefit of the Lenders, on the Closing Date an
         underwriting fee in the amount provided in the Agent's Fee Letter.

                  (b) Unused Fee. In consideration of the Revolving Commitments
         of the Lenders hereunder, the Borrower promises to pay to the Agent for
         the account of each Lender a fee (the "Unused Fee") on the Unused
         Revolving Committed Amount computed at a per annum rate for each day
         during the applicable Unused Fee Calculation Period (hereinafter
         defined) at a rate equal to .50%. The Unused Fee shall commence to
         accrue on the Closing Date and shall be due and payable in arrears on
         the last Business Day of each March, June, September and December (and
         on any date that the Revolving Committed Amount is reduced and on the
         Maturity Date) for the immediately preceding quarter (or portion
         thereof) (each such quarter or portion thereof for which the Unused Fee
         is payable hereunder being herein referred to as an "Unused Fee
         Calculation Period"), beginning with the first of such dates to occur
         after the Closing Date.

                  (c)      Letter of Credit Fees.

                           (i) Standby Letter of Credit Issuance Fee. In
                  consideration of the issuance of standby Letters of Credit
                  hereunder, the Borrower promises to pay to the Agent for the
                  account of each Lender a fee (the "Standby Letter of Credit
                  Fee") on such Lender's Commitment Percentage of the average
                  daily maximum amount available to be drawn under each such
                  standby Letter of Credit computed at a per annum rate for each
                  day from the date of issuance to the date of expiration equal
                  to the Applicable Percentage. The Standby Letter of Credit Fee
                  will be payable


                                       39
<PAGE>   45
                  quarterly in arrears on the last Business Day of each March,
                  June, September and December for the immediately preceding
                  quarter (or a portion thereof).

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

                           (iii) Issuing Lender Fees. In addition to the Standby
                  Letter of Credit Fee payable pursuant to clause (i) above and
                  the Trade Letter of Credit Fee payable pursuant to clause (ii)
                  above, the Borrower promises to pay to the Agent for the
                  account of the applicable Issuing Lender, without sharing by
                  the other Lenders, (i) a letter of credit fronting fee of 1/4%
                  on the average daily maximum amount available to be drawn
                  under each Letter of Credit computed at a per annum rate for
                  each day from the date of issuance to the date of expiration
                  (which fronting fee shall be payable quarterly in arrears on
                  the last Business Day of each March, June, September and
                  December for the immediately preceding quarter (or a portion
                  thereof)) and (ii) the customary charges from time to time of
                  the applicable Issuing Lender with respect to the issuance,
                  amendment, transfer, administration, cancellation and
                  conversion of, and drawings under, such Letters of Credit.

                  (d) Administrative Fees. The Borrower promises to pay to the
         Agent, for its own account and for the account of Banc of America
         Securities LLC, as applicable, the fees referred to in the Agent's Fee
         Letter.

         3.6      CAPITAL ADEQUACY.

         If any Lender has determined, after the date hereof, that the adoption
or the becoming effective of, or any change in, or any change by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or administration
of, any applicable law, rule or regulation regarding capital adequacy, or
compliance by such Lender with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Lender's capital or assets as a consequence of its commitments or
obligations hereunder to a level below that which such Lender could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy), then,
upon notice from such Lender to the Borrower, the Borrower shall be obligated to
pay to such Lender such additional amount or amounts as will compensate such
Lender for such reduction. Each determination by any such Lender of amounts
owing under this Section shall, absent manifest error, be conclusive and binding
on the parties hereto. Notwithstanding any other provision in this Section 3.6,
none of the Lenders shall be entitled to demand compensation pursuant to this
Section 3.6, if it shall not be


                                       40
<PAGE>   46
the general practice of such Lender to demand such compensation in similar
circumstances under comparable provisions of other comparable credit agreements.

         3.7      LIMITATION ON EURODOLLAR LOANS.

         If on or prior to the first day of any Interest Period for any
Eurodollar Loan:

                  (a) the Agent determines (which determination shall be
         conclusive) that by reason of circumstances affecting the relevant
         market, adequate and reasonable means do not exist for ascertaining the
         Eurodollar Rate for such Interest Period; or

                  (b) the Requisite Lenders determine (which determination shall
         be conclusive) and notify the Agent that the Eurodollar Rate will not
         adequately and fairly reflect the cost to the Lenders of funding
         Eurodollar Loans for such Interest Period;

then the Agent shall give the Borrower prompt notice thereof, and so long as
such condition remains in effect, the Lenders shall be under no obligation to
make additional Eurodollar Loans, Continue Eurodollar Loans, or to Convert Base
Rate Loans into Eurodollar Loans and the Borrower shall, on the last day(s) of
the then current Interest Period(s) for the outstanding Eurodollar Loans, either
prepay such Eurodollar Loans or Convert such Eurodollar Loans into Base Rate
Loans in accordance with the terms of this Credit Agreement.

         3.8      ILLEGALITY.

         Notwithstanding any other provision of this Credit Agreement, in the
event that it becomes unlawful for any Lender or its Applicable Lending Office
to make, maintain, or fund Eurodollar Loans hereunder, then such Lender shall
promptly notify the Borrower thereof and such Lender's obligation to make or
Continue Eurodollar Loans and to Convert Base Rate Loans into Eurodollar Loans
shall be suspended until such time as such Lender may again make, maintain, and
fund Eurodollar Loans (in which case the provisions of Section 3.10 shall be
applicable).

         3.9      REQUIREMENTS OF LAW.

         If, after the date hereof, the adoption of any applicable law, rule, or
regulation, or any change in any applicable 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, or compliance by any Lender (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such Governmental Authority, central bank, or comparable agency:

                  (i) shall subject such Lender (or its Applicable Lending
         Office) to any tax, duty, or other charge with respect to any
         Eurodollar Loans, its Notes, or its obligation to make Eurodollar
         Loans, or change the basis of taxation of any amounts payable to such
         Lender (or its Applicable Lending Office) under this Credit Agreement
         or its Notes in respect of any Eurodollar Loans (other than franchise
         taxes and taxes imposed on the overall net income of such Lender by the
         jurisdiction in which such Lender is organized or any political
         subdivision thereof or therein or has its principal office or such
         Applicable Lending Office);

                                       41
<PAGE>   47
                  (ii) shall impose, modify, or deem applicable any reserve,
         special deposit, assessment, or similar requirement (other than the
         Eurodollar Reserve Requirement utilized in the determination of the
         Adjusted Eurodollar Rate) relating to any extensions of credit or other
         assets of, or any deposits with or other liabilities or commitments of,
         such Lender (or its Applicable Lending Office), including the
         Commitment of such Lender hereunder; or

                  (iii) shall impose on such Lender (or its Applicable Lending
         Office) or the London interbank market any other condition affecting
         this Credit Agreement or its Notes or any of such extensions of credit
         or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, Converting into, Continuing, or
maintaining any Eurodollar Loans or to reduce any sum received or receivable by
such Lender (or its Applicable Lending Office) under this Credit Agreement or
its Notes with respect to any Eurodollar Loans, then the Borrower shall pay to
such Lender within 5 Business Days following demand such amount or amounts as
will compensate such Lender for such increased cost or reduction; provided that
such increases or reductions shall not include any increased costs or reductions
in respect of taxes that are governed by the provisions of Section 3.11, and the
provisions of this Section 3.9 shall not be interpreted to cause a duplication
in payment or treatment of any taxes in a manner inconsistent with the
provisions of Section 3.11. If any Lender requests compensation by the Borrower
under this Section 3.9, the Borrower may, by notice to such Lender (with a copy
to the Agent), suspend the obligation of such Lender to make or Continue
Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the
event or condition giving rise to such request ceases to be in effect (in which
case the provisions of Section 3.10 shall be applicable); provided that such
suspension shall not affect the right of such Lender to receive the compensation
so requested. Each Lender shall promptly notify the Borrower and the Agent of
any event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender to compensation pursuant to this Section 3.9 and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming
compensation under this Section 3.9 shall furnish to the Borrower and the Agent
a statement setting forth the additional amount or amounts to be paid to it
hereunder which shall be conclusive in the absence of manifest error. In
determining such amount, such Lender may use any reasonable averaging and
attribution methods.

         3.10     TREATMENT OF AFFECTED LOANS.

         If the obligation of any Lender to make any Eurodollar Loan or to
Continue, or to Convert Base Rate Loans into, Eurodollar Loans shall be
suspended pursuant to Section 3.7, 3.8 or 3.9 hereof, such Lender's Eurodollar
Loans shall be automatically Converted into Base Rate Loans on the last day(s)
of the then current Interest Period(s) for such Eurodollar Loans (or, in the
case of a Conversion, on such earlier date as such Lender may specify to the
Borrower with a copy to the Agent) and, unless and until such Lender gives
notice as provided below that the circumstances specified in Section 3.7, 3.8 or
3.9 hereof that gave rise to such Conversion no longer exist:

                  (a) to the extent that such Lender's Eurodollar Loans have
         been so Converted, all payments and prepayments of principal that would
         otherwise be applied to such Lender's Eurodollar Loans shall be applied
         instead to its Base Rate Loans; and

                                       42
<PAGE>   48
                  (b) all Loans that would otherwise be made or Continued by
         such Lender as Eurodollar Loans shall be made or Continued instead as
         Base Rate Loans, and all Base Rate Loans of such Lender that would
         otherwise be Converted into Eurodollar Loans shall remain as Base Rate
         Loans.

If such Lender gives notice to the Borrower (with a copy to the Agent) that the
circumstances specified in Section 3.7, 3.8 or 3.9 hereof that gave rise to the
Conversion of such Lender's Eurodollar Loans pursuant to this Section 3.10 no
longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when Eurodollar Loans made by other Lenders are
outstanding, such Lender's Base Rate Loans shall be automatically Converted, on
the first day(s) of the next succeeding Interest Period(s) for such outstanding
Eurodollar Loans, to the extent necessary so that, after giving effect thereto,
all Loans held by the Lenders holding Eurodollar Loans and by such Lender are
held pro rata (as to principal amounts, interest rate basis, and Interest
Periods) in accordance with their respective Commitments.

         3.11     TAXES.

                  (a) Any and all payments by any Credit Party to or for the
         account of any Lender or the Agent hereunder or under any other Credit
         Document shall be made free and clear of and without deduction for any
         and all present or future taxes, duties, levies, imposts, deductions,
         charges or withholdings, and all liabilities with respect thereto,
         excluding, in the case of each Lender and the Agent, taxes imposed on
         its income, and franchise taxes imposed on it, by the jurisdiction
         under the laws of which such Lender (or its Applicable Lending Office)
         or the Agent (as the case may be) is organized or any political
         subdivision thereof or therein (all such non-excluded taxes, duties,
         levies, imposts, deductions, charges, withholdings, and liabilities
         being hereinafter referred to as "Taxes"). If any Credit Party shall be
         required by law to deduct any Taxes from or in respect of any sum
         payable under this Credit Agreement or any other Credit Document to any
         Lender or the Agent, (i) the sum payable shall be increased as
         necessary so that after making all required deductions (including
         deductions applicable to additional sums payable under this Section
         3.11) such Lender or the Agent receives an amount equal to the sum it
         would have received had no such deductions been made, (ii) such Credit
         Party shall make such deductions, (iii) such Credit Party shall pay the
         full amount deducted to the relevant taxation authority or other
         authority in accordance with applicable law, and (iv) such Credit Party
         shall furnish to the Agent, at its address referred to in Section 11.1,
         the original or a certified copy of a receipt evidencing payment
         thereof.

                  (b) In addition, the Borrower agrees to pay any and all
         present or future stamp or documentary taxes and any other excise or
         property taxes or charges or similar levies which arise from any
         payment made under this Credit Agreement or any other Credit Document
         or from the execution or delivery of, or otherwise with respect to,
         this Credit Agreement or any other Credit Document (hereinafter
         referred to as "Other Taxes").

                  (c) The Borrower agrees to indemnify each Lender and the Agent
         for the full amount of Taxes and Other Taxes (including, without
         limitation, any Taxes or Other Taxes imposed or asserted by any
         jurisdiction on amounts payable under this Section 3.11) paid by


                                       43
<PAGE>   49
         such Lender or the Agent (as the case may be) and any liability
         (including penalties, interest, and expenses) arising therefrom or with
         respect thereto.

                  (d) Each Lender on or prior to the date of its execution and
         delivery of this Credit Agreement in the case of each Lender listed on
         the signature pages hereof and on or prior to the date on which it
         becomes a Lender in the case of each other Lender, and from time to
         time thereafter if requested in writing by the Borrower or the Agent
         (but only so long as such Lender remains lawfully able to do so), shall
         provide the Borrower and the Agent with (A) if such Lender is a United
         States person under Section 7701(a)(30) of the Code (other than any
         such Lender that is a financial institution whose name includes the
         word "Bank", "Credit Union", "Savings and Loan" or "Mutual Savings
         Bank"), Internal Revenue Service Form W-9 or any successor form
         prescribed by the Internal Revenue Service or (B) if such Lender is not
         a United States person under Section 7701(a)(30) of the Code (i)
         Internal Revenue Service Form W-8 BEN or W-8 ECI, as appropriate, or
         any successor form prescribed by the Internal Revenue Service,
         certifying that such Lender is entitled to benefits under an income tax
         treaty to which the United States is a party which reduces to zero the
         rate of withholding tax on payments of hereunder or under any other
         Credit Document or certifying that the income receivable hereunder or
         under any other Credit Document is effectively connected with the
         conduct of a trade or business in the United States or (ii) with
         respect to payments of interest, if such Lender is not a "bank" within
         the meaning of Section 881(c)(3)(A) of the Code, a certificate
         substantially in the form of Exhibit 3.11(d) and Internal Revenue
         Service Form W-8 BEN. The Borrower shall be entitled to rely on such
         forms in its possession until receipt of any revised or successor form
         pursuant to this Section 3.11(d).

                  (e) For any period with respect to which a Lender has failed
         to provide the Borrower and the Agent with the appropriate form
         pursuant to Section 3.11(d) (unless such failure is due to a change in
         treaty, law, or regulation occurring subsequent to the date on which a
         form originally was required to be provided), (i) the Borrower shall be
         entitled to deduct or withhold on payments to the Agent or such Lender
         as a result of such failure, as required by law, and (ii) the Borrower
         shall not be required to make payments of additional amounts with
         respect to such withheld amounts pursuant to Section 3.11(a) (or to
         indemnify a Lender pursuant to Section 3.11(c)) to the extent such
         withholding (or liability for Tax) is required solely by reason of the
         failure of the Agent or such Lender to provide the necessary
         certificate, document or other evidence of an exemption from
         withholding; provided, however, that should a Lender, which is
         otherwise exempt from withholding tax, become subject to Taxes because
         of its failure to deliver a form required hereunder, the Borrower shall
         take such steps as such Lender shall reasonably request to assist such
         Lender to recover such Taxes.

                  (f) If any Credit Party is required to pay additional amounts
         to or for the account of any Lender pursuant to this Section 3.11, then
         such Lender will agree to use reasonable efforts to change the
         jurisdiction of its Applicable Lending Office so as to eliminate or
         reduce any such additional payment which may thereafter accrue if such
         change, in the judgment of such Lender, is not otherwise
         disadvantageous to such Lender.

                  (g) Without prejudice to the survival of any other agreement
         of the Credit Parties hereunder, the agreements and obligations of the
         Credit Parties contained in this


                                       44
<PAGE>   50
         Section 3.11 shall survive the repayment of the Loans, LOC Obligations
         and other obligations under the Credit Documents and the termination of
         the Commitments hereunder.

         3.12     COMPENSATION.

         Upon the request of any Lender, the Borrower shall pay to such Lender
such amount or amounts as shall be sufficient (in the reasonable opinion of such
Lender) to compensate it for any loss, cost, or expense (excluding loss of
anticipated profits) incurred by it as a result of:

                  (a) any payment, prepayment, or Conversion of a Eurodollar
         Loan for any reason (including, without limitation, (i) in connection
         with any assignment by Bank of America pursuant to Section 11.3(b) as
         part of the primary syndication of the Loans during the 180-day period
         immediately following the Closing Date and (ii) the acceleration of the
         Loans pursuant to Section 9.2) on a date other than the last day of the
         Interest Period for such Loan; or

                  (b) any failure by the Borrower for any reason (including,
         without limitation, the failure of any condition precedent specified in
         Section 5 to be satisfied) to borrow, Convert, Continue, or prepay a
         Eurodollar Loan on the date for such borrowing, Conversion,
         Continuation, or prepayment specified in the relevant notice of
         borrowing, prepayment, Continuation, or Conversion under this Credit
         Agreement.

With respect to Eurodollar Loans, such indemnification may include an amount
equal to the excess, if any, of (a) the amount of interest which would have
accrued on the amount so prepaid, or not so borrowed, Converted or Continued,
for the period from the date of such prepayment or of such failure to borrow,
Convert or Continue to the last day of the applicable Interest Period (or, in
the case of a failure to borrow, Convert or Continue, the Interest Period that
would have commenced on the date of such failure) in each case at the applicable
rate of interest for such Eurodollar Loans provided for herein (excluding,
however, the Applicable Percentage included therein, if any) over (b) the amount
of interest (as reasonably determined by such Lender) which would have accrued
to such Lender on such amount by placing such amount on deposit for a comparable
period with leading banks in the interbank Eurodollar market. The covenants of
the Borrower set forth in this Section 3.12 shall survive the repayment of the
Loans, LOC Obligations and other obligations under the Credit Documents and the
termination of the Commitments hereunder.

         3.13     PRO RATA TREATMENT.

         Except to the extent otherwise provided herein:

                  (a) Loans. Each Loan, each payment or (subject to the terms of
         Section 3.3) prepayment of principal of any Loan or reimbursement
         obligations arising from drawings under Letters of Credit, each payment
         of interest on the Loans or reimbursement obligations arising from
         drawings under Letters of Credit, each payment of Unused Fees, each
         payment of the Standby Letter of Credit Fee, each payment of the Trade
         Letter of Credit Fee, each reduction of the Revolving Committed Amount
         and each conversion or extension of any Loan, shall be allocated pro
         rata among the Lenders in accordance with the respective


                                       45
<PAGE>   51
         principal amounts of their outstanding Loans of the applicable type and
         Participation Interests in Loans of the applicable type and Letters of
         Credit.

                  (b) Advances. No Lender shall be responsible for the failure
         or delay by any other Lender in its obligation to make its ratable
         share of a borrowing hereunder; provided, however, that the failure of
         any Lender to fulfill its obligations hereunder shall not relieve any
         other Lender of its obligations hereunder. Unless the Agent shall have
         been notified by any Lender prior to the date of any requested
         borrowing that such Lender does not intend to make available to the
         Agent its ratable share of such borrowing to be made on such date, the
         Agent may assume that such Lender has made such amount available to the
         Agent on the date of such borrowing, and the Agent in reliance upon
         such assumption, may (in its sole discretion but without any obligation
         to do so) make available to the Borrower a corresponding amount. If
         such corresponding amount is not in fact made available to the Agent,
         the Agent shall be able to recover such corresponding amount from such
         Lender. If such Lender does not pay such corresponding amount forthwith
         upon the Agent's demand therefor, the Agent will promptly notify the
         Borrower, and the Borrower shall within 3 Business Days after demand
         pay such corresponding amount to the Agent. The Agent shall also be
         entitled to recover from the Lender or the Borrower, as the case may
         be, interest on such corresponding amount in respect of each day from
         the date such corresponding amount was made available by the Agent to
         the Borrower to the date such corresponding amount is recovered by the
         Agent at a per annum rate equal to (i) from the Borrower at the
         applicable rate for the applicable borrowing pursuant to the Notice of
         Borrowing and (ii) from a Lender at the Federal Funds Rate.

         3.14     SHARING OF PAYMENTS.

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


                                       46
<PAGE>   52
such Lender to the Agent or such other Lender pursuant to this Credit Agreement
on the date when such amount is due, such payments shall be made together with
interest thereon for each date from the date such amount is due until the date
such amount is paid to the Agent or such other Lender at a rate per annum equal
to the Federal Funds Rate. If under any applicable bankruptcy, insolvency or
other similar law, any Lender receives a secured claim in lieu of a setoff to
which this Section 3.14 applies, such Lender shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Lenders under this Section 3.14 to share in the benefits of
any recovery on such secured claim.

         3.15     PAYMENTS, COMPUTATIONS, ETC.

         (a) Generally. Except as otherwise specifically provided herein, all
payments hereunder shall be made to the Agent in Dollars in immediately
available funds, without setoff, deduction, counterclaim or withholding of any
kind, at the Agent's office specified in Schedule 2.1(a) not later than 2:00
P.M. (Charlotte, North Carolina time) on the date when due. Payments received
after such time shall be deemed to have been received on the next succeeding
Business Day. The Borrower shall, at the time it makes any payment under this
Credit Agreement, specify to the Agent the Loans, LOC Obligations, Fees,
interest or other amounts payable by the Borrower hereunder to which such
payment is to be applied (and in the event that it fails so to specify, the
Agent shall distribute such payments first to Swingline Loans and second to
Revolving Loans (first to Base Rate Loans and then to Eurodollar Loans in direct
order of Interest Period maturities), and, after all Revolving Loans have been
repaid, to a cash collateral account in respect of LOC Obligations. The Agent
will distribute such payments to such Lenders, if any such payment is received
prior to 2:00 P.M. (Charlotte, North Carolina time) on a Business Day in like
funds as received prior to the end of such Business Day and otherwise the Agent
will distribute such payment to such Lenders on the next succeeding Business
Day. Whenever any payment hereunder shall be stated to be due on a day which is
not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day (subject to accrual of interest and Fees for the period
of such extension), except that in the case of Eurodollar Loans, if the
extension would cause the payment to be made in the next following calendar
month, then such payment shall instead be made on the next preceding Business
Day. Except as expressly provided otherwise herein, all computations of interest
and fees shall be made on the basis of actual number of days elapsed over a year
of 360 days, except with respect to computation of interest on Base Rate Loans
which shall be calculated based on a year of 365 or 366 days, as appropriate.
Interest shall accrue from and include the date of borrowing, but exclude the
date of payment.

         (b) Allocation of Payments After Event of Default. Notwithstanding any
other provisions of this Credit Agreement to the contrary, after acceleration of
the Credit Party Obligations pursuant to Section 9.2, all amounts collected or
received by the Agent or any Lender on account of the Credit Party Obligations
or any other amounts outstanding under any of the Credit Documents or in respect
of the Collateral shall be paid over or delivered as follows:

                           FIRST, to the payment of all reasonable out-of-pocket
                  costs and expenses (including without limitation reasonable
                  attorneys' fees) of the Agent in connection with enforcing the
                  rights of the Lenders under the Credit Documents and any
                  protective advances made by the Agent with respect to the
                  Collateral under or pursuant to the terms of the Collateral
                  Documents;

                                       47
<PAGE>   53
                           SECOND, to payment of any fees owed to the Agent;

                           THIRD, to the payment of all of the Credit Party
                  Obligations consisting of accrued fees and interest;

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

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

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

                           SEVENTH, to the payment of the surplus, if any, to
                  whomever may be lawfully entitled to receive such surplus.

         In carrying out the foregoing, (i) amounts received shall be applied in
         the numerical order provided until exhausted prior to application to
         the next succeeding category; (ii) each of the Lenders shall receive an
         amount equal to its pro rata share (based on the proportion that the
         then outstanding Loans and LOC Obligations held by such Lender bears to
         the aggregate then outstanding Loans and LOC Obligations) of amounts
         available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH"
         and "SIXTH" above; and (iii) to the extent that any amounts available
         for distribution pursuant to clause "FIFTH" above are attributable to
         the issued but undrawn amount of outstanding Letters of Credit, such
         amounts shall be held by the Agent in a cash collateral account and
         applied (A) first, to reimburse the Issuing Lender(s) from time to time
         for any drawings under such Letters of Credit and (B) then, following
         the expiration of all Letters of Credit, to all other obligations of
         the types described in clauses "FIFTH" and "SIXTH" above in the manner
         provided in this Section 3.15(b).

         3.16     EVIDENCE OF DEBT.

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

                  (b) The Agent shall maintain the Register pursuant to Section
         11.3(c), and a subaccount for each Lender, in which Register and
         subaccounts (taken together) shall be recorded (i) the amount, type and
         Interest Period of each such Loan hereunder, (ii) the


                                       48
<PAGE>   54
         amount of any principal or interest due and payable or to become due
         and payable to each Lender hereunder and (iii) the amount of any sum
         received by the Agent hereunder from or for the account of any Credit
         Party and each Lender's share thereof. The Agent will make reasonable
         efforts to maintain the accuracy of the subaccounts referred to in the
         preceding sentence and to promptly update such subaccounts from time to
         time, as necessary.

                  (c) The entries made in the accounts, Register and subaccounts
         maintained pursuant to clause (b) of this Section 3.16 (and, if
         consistent with the entries of the Agent, clause (a)) shall be prima
         facie evidence of the existence and amounts of the obligations of the
         Credit Parties therein recorded; provided, however, that the failure of
         any Lender or the Agent to maintain any such account, such Register or
         such subaccount, as applicable, or any error therein, shall not in any
         manner affect the obligation of the Credit Parties to repay the Credit
         Party Obligations owing to such Lender.

         3.17     REPLACEMENT OF AFFECTED LENDERS.

         If any Lender having a Revolving Commitment becomes a Defaulting Lender
or otherwise defaults in its Revolving Commitment or if any Lender is owed
increased costs under Section 3.6, Section 3.8, Section 3.9, or, or the Borrower
is required to make any payments under Section 3.11 to any Lender in excess of
those to the other Lenders or if any Lender elects not to enter into any
amendment, modification, consent or waiver with respect to the Credit Agreement
or any other Credit Document requested by the Borrower, which amendment,
modification, consent or waiver cannot become effective without the consent of
such Lender, the Borrower shall have the right, if no Event of Default then
exists, to replace such Lender (the "Replaced Lender") with one or more other
Eligible Assignee or Eligible Assignees, none of whom shall constitute a
Defaulting Lender at the time of such replacement (collectively, the
"Replacement Lender"), provided that (i) at the time of any replacement pursuant
to this Section 3.17, the Replaced Lender and Replacement Lender shall enter
into an Assignment and Acceptance in the form of Exhibit 11.3(b), pursuant to
which the Replacement Lender shall acquire all or a portion, as the case may be,
of the Commitments and outstanding Loans of, and participation in Letters of
Credit by, the Replaced Lender and (ii) all obligations of the Borrower owing to
the Replaced Lender relating to the Loans so replaced (including, without
limitation, such increased costs and excluding those specifically described in
clause (i) above in respect of which the assignment purchase price has been, or
is concurrently being paid) shall be paid in full to such Replaced Lender
concurrently with such replacement. Upon the execution of the assignment
documentation, the payment of amounts referred to in clauses (i) and (ii) above
and, if so requested by the Replacement Lender, delivery to the Replacement
Lender of the appropriate Note or Notes executed by the Borrower, the
Replacement Lender shall become a Lender hereunder and the Replaced Lender shall
cease to constitute a Lender hereunder with respect to such replaced Loans,
except with respect to indemnification provisions under this Agreement, which
shall survive as to such Replaced Lender. Notwithstanding anything to the
contrary contained above, (1) any Lender that acts as an Issuing Lender may not
be replaced hereunder at any time that it has Letters of Credit outstanding
hereunder unless arrangements satisfactory to such Lender (including the
furnishing of a back-up standby letter of credit in form and substance, and
issued by an issuer satisfactory to such Lender or the depositing of cash
collateral into a cash collateral account maintained with the Agent in amounts
and pursuant to arrangements satisfactory to such Lender) have been made with
respect to such outstanding Letters of Credit and (2) the Lender that acts as
the Agent may not be replaced hereunder except in accordance


                                       49
<PAGE>   55
with the terms of Section 10.7. The Replaced Lender shall be required to deliver
for cancellation its applicable Notes to be canceled on the date of replacement,
or if any such Note is lost or unavailable, such other assurances or
indemnification therefor as the Borrower may reasonably request.

                                    SECTION 4

                                    GUARANTY

         4.1      THE GUARANTY.

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

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

         4.2      OBLIGATIONS UNCONDITIONAL.

         The obligations of the Guarantors under Section 4.1 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Credit Documents or Hedging
Agreements, or any other agreement or instrument referred to therein, or any
substitution, release, impairment or exchange of any other guarantee of or
security for any of the Credit Party Obligations, and, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever
which might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of this Section 4.2 that the
obligations of the Guarantors hereunder shall be absolute and unconditional
under any and all circumstances. Each Guarantor agrees that such Guarantor shall
have no right of subrogation, indemnity, reimbursement or contribution against
the Borrower or any other Guarantor for amounts paid under this Section 4 until
such time as the Credit Party Obligations have been Fully Satisfied. Without
limiting the generality of the foregoing, it is agreed that, to the fullest
extent permitted by law, the occurrence of any one or more of the following
shall not alter or impair the liability of any Guarantor hereunder which shall
remain absolute and unconditional as described above:

                                       50
<PAGE>   56
                  (a) at any time or from time to time, without notice to any
         Guarantor, the time for any performance of or compliance with any of
         the Credit Party Obligations shall be extended, or such performance or
         compliance shall be waived;

                  (b) any of the acts mentioned in any of the provisions of any
         of the Credit Documents, any Hedging Agreement between the Borrower and
         any Lender, or any Affiliate of a Lender, or any other agreement or
         instrument referred to in the Credit Documents or such Hedging
         Agreements shall be done or omitted;

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

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

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

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

         4.3      REINSTATEMENT.

         The obligations of the Guarantors under this Section 4 shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Credit Party Obligations is
rescinded or must be otherwise restored by any holder of any of the Credit Party
Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and each Guarantor agrees that it will indemnify
the Agent and each Lender on demand for all reasonable costs and expenses
(including, without limitation, fees and expenses of counsel) incurred by the
Agent or such Lender in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any bankruptcy, insolvency or similar law.

                                       51
<PAGE>   57
         4.4      CERTAIN ADDITIONAL WAIVERS.

         In the event that North Carolina law is determined to be controlling in
any legal action or proceeding with respect to this Section 4 notwithstanding
the parties' contractual choice of New York law pursuant to Section 11.10(a),
each Guarantor hereby specifically waives the benefits of N.C. Gen. Stat.
Sections 26-7 through 26-9, inclusive, to the extent applicable. Each
Guarantor further agrees that such Guarantor shall have no right of recourse to
security for the Credit Party Obligations, except through the exercise of rights
of subrogation pursuant to Section 4.2 and through the exercise of rights of
contribution pursuant to Section 4.6.

         4.5      REMEDIES.

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

         4.6      RIGHTS OF CONTRIBUTION.

         The Guarantors hereby agree as among themselves that, if any Guarantor
shall make an Excess Payment (as defined below), such Guarantor shall have a
right of contribution from each other Guarantor in an amount equal to such other
Guarantor's Contribution Share (as defined below) of such Excess Payment. The
payment obligations of any Guarantor under this Section 4.6 shall be subordinate
and subject in right of payment to the Credit Party Obligations until such time
as the Credit Party Obligations have been Fully Satisfied, and none of the
Guarantors shall exercise any right or remedy under this Section 4.6 against any
other Guarantor until such Credit Party Obligations have been Fully Satisfied.
For purposes of this Section 4.6, (a) "Excess Payment" shall mean the amount
paid by any Guarantor in excess of its Pro Rata Share of any Credit Party
Obligations; (b) "Pro Rata Share" shall mean, for any Guarantor in respect of
any payment of Credit Party Obligations, the ratio (expressed as a percentage)
as of the date of such payment of Credit Party Obligations of (i) the amount by
which the aggregate present fair salable value on a going concern basis of all
of its assets and properties exceeds the amount of all debts and liabilities of
such Guarantor (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of such Guarantor hereunder) to (ii)
the amount by which the aggregate present fair salable value on a going concern
basis of all assets and other properties of all of the Credit Parties exceeds
the amount of all of the debts and liabilities (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the
obligations of the Credit Parties hereunder) of the Credit Parties; provided,
however, that, for purposes of calculating the Pro Rata Shares of the Guarantors
in respect of any payment of Credit Party Obligations, any Guarantor that became
a Guarantor subsequent to the date of any such payment shall be deemed to


                                       52
<PAGE>   58
have been a Guarantor on the date of such payment and the financial information
for such Guarantor as of the date such Guarantor became a Guarantor shall be
utilized for such Guarantor in connection with such payment; and (e)
"Contribution Share" shall mean, for any Guarantor in respect of any Excess
Payment made by any other Guarantor, the ratio (expressed as a percentage) as of
the date of such Excess Payment of (i) the amount by which the aggregate present
fair salable value on a going concern basis of all of its assets and properties
exceeds the amount of all debts and liabilities of such Guarantor (including
contingent, subordinated, unmatured, and unliquidated liabilities, but excluding
the obligations of such Guarantor hereunder) to (ii) the amount by which the
aggregate present fair salable value on a going concern basis of all assets and
other properties of the Credit Parties other than the maker of such Excess
Payment exceeds the amount of all of the debts and liabilities (including
contingent, subordinated, unmatured, and unliquidated liabilities, but excluding
the obligations of the Credit Parties) of the Credit Parties other than the
maker of such Excess Payment; provided, however, that, for purposes of
calculating the Contribution Shares of the Guarantors in respect of any Excess
Payment, any Guarantor that became a Guarantor subsequent to the date of any
such Excess Payment shall be deemed to have been a Guarantor on the date of such
Excess Payment and the financial information for such Guarantor as of the date
such Guarantor became a Guarantor shall be utilized for such Guarantor in
connection with such Excess Payment. This Section 4.6 shall not be deemed to
affect any right of subrogation, indemnity, reimbursement or contribution that
any Guarantor may have under applicable law against the Borrower in respect of
any payment of Credit Party Obligations. Notwithstanding the foregoing, all
rights of contribution against any Guarantor shall terminate from and after such
time, if ever, that such Guarantor shall be relieved of its obligations pursuant
to Section 8.5.

         4.7      GUARANTEE OF PAYMENT; CONTINUING GUARANTEE.

         The guarantee in this Section 4 is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Credit Party
Obligations whenever arising.

                                    SECTION 5

                                   CONDITIONS

         5.1      CLOSING CONDITIONS.

         The obligation of the Lenders to enter into this Credit Agreement and
to make the initial Loans or the applicable Issuing Lender to issue the initial
Letter of Credit, whichever shall occur first, shall be subject to satisfaction
of the following conditions:

                  (a) Executed Credit Documents. Receipt by the Agent of duly
         executed copies of: (i) this Credit Agreement, (ii) the Notes, (iii)
         the Security Agreement and (iv) the Agent's Fee Letter.

                  (b) Corporate Documents. Receipt by the Agent of the
         following:

                           (i) Charter Documents. Copies of the articles or
                  certificates of incorporation or other charter documents of
                  each Credit Party certified to be true and complete as of a
                  recent date by the appropriate Governmental Authority of the
                  state


                                       53
<PAGE>   59
                  or other jurisdiction of its incorporation and certified by a
                  secretary or assistant secretary of such Credit Party to be
                  true and correct as of the Closing Date.

                           (ii) Bylaws. A copy of the bylaws of each Credit
                  Party certified by a secretary or assistant secretary of such
                  Credit Party to be true and correct as of the Closing Date.

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

                           (iv) Good Standing. Copies of (A) certificates of
                  good standing, existence or its equivalent with respect to
                  each Credit Party certified as of a recent date by the
                  appropriate Governmental Authorities of the state or other
                  jurisdiction of incorporation and the state or other
                  jurisdiction of the chief executive office and principal place
                  of business and (B) to the extent available, a certificate
                  indicating payment of all corporate or comparable franchise
                  taxes certified as of a recent date by the appropriate
                  governmental taxing authorities.

                           (v) Incumbency. An incumbency certificate of each
                  Credit Party certified by a secretary or assistant secretary
                  to be true and correct as of the Closing Date.

                  (c) Opinions of Counsel. The Agent shall have received, in
         each case dated as of the Closing Date:

                           (i) a legal opinion of Paul, Weiss, Rifkind, Wharton
                  & Garrison, in form and substance reasonably satisfactory to
                  the Agent; and

                           (ii) a legal opinion of special Nevada counsel for
                  the Borrower, in form and substance reasonably satisfactory to
                  the Agent.

                  (d) Personal Property Collateral. The Agent shall have
         received:

                           (i) searches of Uniform Commercial Code filings in
                  the jurisdiction of the chief executive office of each Credit
                  Party and each jurisdiction where any Collateral is located or
                  where a filing would need to be made in order to perfect the
                  Agent's security interest in the Collateral, copies of the
                  financing statements on file in such jurisdictions and
                  evidence that no Liens exist other than Permitted Liens;

                           (ii) duly executed UCC financing statements for each
                  appropriate jurisdiction as is necessary, in the Agent's sole
                  discretion, to perfect the Agent's security interest in the
                  Collateral;

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<PAGE>   60
                           (iii) searches of ownership of, and Liens on,
                  intellectual property of each Credit Party in the appropriate
                  governmental offices;

                           (iv) all certificates evidencing any certificated
                  Capital Stock pledged to the Agent pursuant to the Pledge
                  Agreement, together with duly executed in blank, undated stock
                  powers attached thereto;

                           (v) such patent/trademark/copyright filings as
                  requested by the Agent in order to perfect the Agent's
                  security interest in the Collateral;

                           (vi) all instruments and chattel paper in the
                  possession of any of the Credit Parties, together with
                  allonges or assignments as may be necessary or appropriate to
                  perfect the Agent's security interest in the Collateral; and

                           (vii) duly executed consents as are necessary, in the
                  Agent's sole discretion, to perfect the Agent's security
                  interest in the Collateral.

                  (e) Initial Public Offering and Receipt of Proceeds. The
         Initial Public Offering shall have been consummated and the Agent shall
         be satisfied that the Parent shall have contributed not less than
         $125,000,000 in cash to the Borrower, on terms and conditions
         reasonably acceptable to the Agent.

                  (f) Litigation. There shall not exist any pending or
         threatened in writing action, suit, investigation or proceeding against
         the Parent or any Consolidated Party that could reasonably be expected
         to have a Material Adverse Effect.

                  (g) Repayment of Term Loans and Acquisition Loans. The Term
         Loans and the Acquisition Loans (as such terms are defined in the
         Existing Credit Agreement) shall have been paid in full.

                  (h) Repayment of Subordinated Note Agreement. The obligations
         of the Parent under the Subordinated Note Agreement (as defined in the
         Existing Credit Agreement) shall have been paid in full.

                  (i) Other Indebtedness. Receipt by the Agent of evidence that,
         after giving effect to the Initial Public Offering, the Parent and the
         Consolidated Parties shall have no Funded Indebtedness other than
         Indebtedness permitted under Section 8.1.

                  (j) Officer's Certificates. The Agent shall have received a
         certificate or certificates executed by an Executive Officer of the
         Borrower as of the Closing Date, in form and substance reasonably
         satisfactory to the Agent, stating that (i) all governmental,
         shareholder and third party consents and approvals, if any, with
         respect to the Credit Documents and the transactions contemplated
         thereby have been obtained, (ii) no action, suit, investigation or
         proceeding is pending or threatened in any court or before any
         arbitrator or governmental instrumentality that purports to affect any
         Credit Party or any transaction contemplated by the Credit Documents,
         if such action, suit, investigation or proceeding could reasonably be
         expected to have a Material Adverse Effect and (iii) (A) no Default or
         Event of Default exists and (B) all representations and warranties
         contained


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<PAGE>   61
         herein and in the other Credit Documents are true and correct in all
         material respects as of the Closing Date (except for such
         representations and warranties which expressly relate to an earlier
         date).

                  (k) Fees and Expenses. Payment by the Credit Parties to the
         Lenders and the Agent of all fees and expenses relating to the Credit
         Facility which are due and payable on the Closing Date, including,
         without limitation, payment to the Agent of the fees set forth in the
         Agent's Fee Letter.

                  (l) Other. Receipt by the Agent of such other documents,
         instruments, agreements or information as reasonably requested by the
         Agent, including, but not limited to, information regarding litigation,
         tax, accounting, labor, insurance, pension liabilities (actual or
         contingent), real estate leases, material contracts, debt agreements,
         property ownership and contingent liabilities of the Parent and the
         Consolidated Parties.

         5.2      CONDITIONS TO ALL EXTENSIONS OF CREDIT.

         The obligations of each Lender to make, convert or extend any Loan and
of the applicable Issuing Lender to issue or extend any Letter of Credit
(including the initial Loans and the initial Letter of Credit) are subject to
satisfaction of the following conditions in addition to satisfaction on the
Closing Date of the conditions set forth in Section 5.1:

                  (a) The Borrower shall have delivered (i) in the case of any
         Revolving Loan, an appropriate Notice of Borrowing or Notice of
         Extension/Conversion or (ii) in the case of any Letter of Credit, the
         applicable Issuing Lender shall have received an appropriate request
         for issuance in accordance with the provisions of Section 2.2(b);

                  (b) The representations and warranties set forth in Section 6
         shall, subject to the limitations set forth therein, be true and
         correct in all material respects as of such date (except for those
         which expressly relate to an earlier date);

                  (c) There shall not have been commenced against the Parent or
         any Consolidated Party an involuntary case under any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         or any case, proceeding or other action for the appointment of a
         receiver, liquidator, assignee, custodian, trustee, sequestrator (or
         similar official) of such Person or for any substantial part of its
         Property or for the winding up or liquidation of its affairs, and such
         involuntary case or other case, proceeding or other action shall remain
         undismissed, undischarged or unbonded;

                  (d) No Default or Event of Default shall exist and be
         continuing either prior to or after giving effect thereto; and

                  (e) Immediately after giving effect to the making of such Loan
         (and the application of the proceeds thereof) or to the issuance of
         such Letter of Credit, as the case may be, (i) the sum of the aggregate
         outstanding principal amount of Revolving Loans plus LOC Obligations
         plus Swingline Loans shall not exceed the Revolving Committed Amount
         and (ii) the LOC Obligations shall not exceed the LOC Committed Amount.

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<PAGE>   62
The delivery of each Notice of Borrowing, each Notice of Extension/Conversion
and each request for a Letter of Credit pursuant to Section 2.2(b) shall
constitute a representation and warranty by the Credit Parties of the
correctness of the matters specified in clauses (b), (c), (d) and (e) above.

                                    SECTION 6

                         REPRESENTATIONS AND WARRANTIES

         The Credit Parties hereby represent to the Agent and each Lender that:

         6.1      FINANCIAL CONDITION.

                  (a) The audited consolidated balance sheets and income
         statements of the Consolidated Parties for the fiscal year ended
         December 31, 2000 (including the notes thereto) (i) have been audited
         by KPMG Peat Marwick, (ii) have been prepared in accordance with GAAP
         consistently applied throughout the periods covered thereby and (iii)
         present fairly in all material respects (on the basis disclosed in the
         footnotes to such financial statements) the consolidated financial
         condition, results of operations and cash flows of the Consolidated
         Parties as of such date and for such periods. The unaudited interim
         balance sheets of the Consolidated Parties as at the end of, and the
         related unaudited interim statements of earnings and of cash flows for,
         each fiscal quarterly period ended after December 31, 2000 and prior to
         the Closing Date (i) have been prepared in accordance with GAAP
         consistently applied throughout the periods covered thereby, and (ii)
         present fairly in all material respects the consolidated and
         consolidating financial condition, results of operations and cash flows
         of the Consolidated Parties as of such date and for such periods except
         that they do not contain the materials and disclosures to be found in
         notes to financial statements prepared in accordance with GAAP nor do
         they reflect year-end adjustments. During the period from December 31,
         2000 to and including the Closing Date, there has been no sale,
         transfer or other disposition by any Consolidated Party of any material
         part of the business or property of the Consolidated Parties, taken as
         a whole, and no purchase or other acquisition (other than O'Grady
         Peyton International (USA), Inc. and its subsidiaries) by any of them
         of any business or property (including any Capital Stock of any other
         Person) material in relation to the consolidated financial condition of
         the Consolidated Parties, taken as a whole, in each case, which is not
         reflected in the foregoing financial statements or in the notes
         thereto. Except as set forth on Schedule 6.1(a), as of the Closing
         Date, the Borrower and its Subsidiaries have no material liabilities
         (contingent or otherwise) that are not reflected in the foregoing
         financial statements or in the notes thereto.

                  (b) The financial statements delivered pursuant to Section
         7.1(a) and (b) have been prepared in accordance with GAAP (except as
         may otherwise be permitted under Section 7.1(a) and (b)) and present
         fairly in all material respects (on the basis disclosed in the
         footnotes, if any, to such financial statements) the consolidated and
         consolidating financial condition, results of operations and cash flows
         of the Consolidated Parties as of such date and for such periods.

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<PAGE>   63
         6.2      NO MATERIAL CHANGE.

         Since June 30, 2001, there has been no development or event relating to
or affecting the Parent or any Consolidated Party which has had or could
reasonably be expected to have a Material Adverse Effect.

         6.3      ORGANIZATION AND GOOD STANDING.

         Each of the Parent and the Consolidated Parties (a) is duly organized,
validly existing and is in good standing under the laws of the jurisdiction of
its incorporation or organization, (b) has the corporate or other necessary
power and authority, and the legal right, to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it
is currently engaged and (c) is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, other than in such jurisdictions where the failure to be so
qualified and in good standing could not reasonably be expected to have a
Material Adverse Effect.

         6.4      POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

         Each of the Credit Parties has the corporate or other necessary power
and authority, and the legal right, to make, deliver and perform the Credit
Documents to which it is a party, and in the case of the Borrower, to obtain
extensions of credit hereunder, and has taken all necessary corporate or other
necessary action to authorize the borrowings and other extensions of credit on
the terms and conditions of this Credit Agreement and to authorize the
execution, delivery and performance of the Credit Documents to which it is a
party. No consent or authorization of, filing with, notice to or other similar
act by or in respect of, any Governmental Authority or any other Person is
required to be obtained or made by or on behalf of any Credit Party in
connection with the borrowings or other extensions of credit hereunder, with the
execution, delivery, performance, validity or enforceability of the Credit
Documents to which such Credit Party is a party, except for (i) consents,
authorizations, notices and filings described in Schedule 6.4, all of which have
been obtained or made or have the status described in such Schedule 6.4 and (ii)
filings to perfect the Liens created by the Collateral Documents. This Credit
Agreement has been, and each other Credit Document to which any Credit Party is
a party will be, duly executed and delivered on behalf of the Credit Parties.
This Credit Agreement constitutes, and each other Credit Document to which any
Credit Party is a party when executed and delivered will constitute, a legal,
valid and binding obligation of such Credit Party enforceable against such party
in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).

         6.5      NO CONFLICTS.

         Neither the execution and delivery of the Credit Documents, nor the
consummation of the transactions contemplated therein, nor performance of and
compliance with the terms and provisions thereof by such Credit Party will (a)
violate or conflict with any provision of its articles or certificate of
incorporation or bylaws or other organizational or governing documents of such
Person, (b) violate, contravene or materially conflict with any material
Requirement of Law or any other law, regulation (including, without limitation,
Regulation U or Regulation X), order, writ,


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<PAGE>   64
judgment, injunction, decree or permit applicable to it, (c) violate, contravene
or conflict with contractual provisions of, or cause an event of default under,
any indenture, loan agreement, mortgage, deed of trust, contract or other
agreement or instrument to which it is a party or by which it may be bound, the
violation, contravention, conflict or default of which could reasonably be
expected to have a Material Adverse Effect, or (d) result in or require the
creation of any Lien (other than Permitted Liens) upon or with respect to its
properties.

         6.6      NO DEFAULT.

         Neither the Parent nor any Consolidated Party is in default in any
respect under any contract, lease, loan agreement, indenture, mortgage, security
agreement or other agreement or obligation to which it is a party or by which
any of its properties is bound which default could have a Material Adverse
Effect. No Default or Event of Default has occurred or exists except as
previously disclosed in writing to the Agent.

         6.7      OWNERSHIP.

         Except to the extent the failure of which could not reasonably be
expected to have a Material Adverse Effect, each of the Parent and the
Consolidated Parties is the owner of, and has good and marketable title to, or a
valid leasehold interest in, all of its respective assets shown on the balance
sheet dated June 30, 2001 and all assets and properties acquired since the date
of such balance sheet, except for such properties as are no longer used or
useful in the conduct of such Person's business or as have been disposed of in
the ordinary course of business or as otherwise permitted by this Credit
Agreement, and except for minor defects in title that do not interfere with the
ability of such Person to conduct its business as now conducted, and none of
such assets is subject to any Lien other than Permitted Liens.

         6.8      INDEBTEDNESS.

         Except as otherwise permitted under Section 8.1, the Parent and the
Consolidated Parties have no Indebtedness.

         6.9      LITIGATION.

         Except as disclosed in Schedule 6.9, there are no actions, suits or
legal, equitable, arbitration or administrative proceedings, pending or, to the
knowledge of any Executive Officer of any Credit Party, threatened in writing
against the Parent or any Consolidated Party which could reasonably be expected
to have a Material Adverse Effect.

         6.10     TAXES.

         Each of the Parent and the Consolidated Parties has filed, or caused to
be filed, all material tax returns (Federal, state, local and foreign) required
to be filed and paid (a) all amounts of taxes shown thereon to be due (including
interest and penalties) and (b) all other material taxes, fees, assessments and
other governmental charges (including mortgage recording taxes, documentary
stamp taxes and intangibles taxes) owing by it, except for such taxes (i) which
are not yet delinquent or (ii) that are being contested in good faith and by
proper proceedings, and against which adequate reserves are being maintained in
accordance with GAAP. No Credit Party is aware


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<PAGE>   65
as of the Closing Date of any proposed tax assessments by any taxing authority
against the Parent or any Consolidated Party.

         6.11     COMPLIANCE WITH LAW.

         Each of the Parent and the Consolidated Parties is in compliance with
all Requirements of Law and all other laws, rules, regulations, orders and
decrees (including without limitation Environmental Laws) applicable to it, or
to its properties, unless such failure to comply could not reasonably be
expected to have a Material Adverse Effect. No Requirement of Law could
reasonably be expected to cause a Material Adverse Effect.

         6.12     ERISA.

         Except as disclosed and described in Schedule 6.12 attached hereto:

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

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

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

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<PAGE>   66
                  (d) No prohibited transaction (within the meaning of Section
         406 of ERISA or Section 4975 of the Code) or breach of fiduciary
         responsibility has occurred with respect to a Plan which has subjected
         or may subject the Parent, any Consolidated Party or any ERISA
         Affiliate to any liability under Sections 406, 409, 502(i), or 502(l)
         of ERISA or Section 4975 of the Code, or under any agreement or other
         instrument pursuant to which the Parent, any Consolidated Party or any
         ERISA Affiliate has agreed or is required to indemnify any Person
         against any such liability.

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

                  (f) Neither the execution and delivery of this Credit
         Agreement nor the consummation of the financing transactions
         contemplated thereunder will involve any transaction which is subject
         to the prohibitions of Sections 404, 406 or 407 of ERISA or in
         connection with which a tax could be imposed pursuant to Section 4975
         of the Code. The representation by the Credit Parties in the preceding
         sentence is made in reliance upon and subject to the accuracy of the
         Lenders' representation in Section 11.15 with respect to their source
         of funds and is subject, in the event that the source of the funds used
         by the Lenders in connection with this transaction is an insurance
         company's general asset account, to the application of Prohibited
         Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995),
         compliance with the regulations issued under Section 401(c)(1)(A) of
         ERISA, or the issuance of any other prohibited transaction exemption or
         similar relief, to the effect that assets in an insurance company's
         general asset account do not constitute assets of an "employee benefit
         plan" within the meaning of Section 3(3) of ERISA or a "plan" within
         the meaning of Section 4975(e)(1) of the Code.

         6.13     CORPORATE STRUCTURE; CAPITAL STOCK, ETC.

         The capital and ownership structure of the Parent and the Consolidated
Parties as of the Closing Date is as described in Schedule 6.13A. Set forth on
Schedule 6.13B is a complete and accurate list as of the Closing Date with
respect to the Borrower and each of its direct and indirect Subsidiaries of (i)
jurisdiction of incorporation, (ii) number of shares of each class of Capital
Stock outstanding, (iii) number and percentage of outstanding shares of each
class owned (directly or indirectly) by the Parent and the Consolidated Parties
and (iv) number and effect, if exercised, of all outstanding options, warrants,
rights of conversion or purchase and all other similar rights with respect
thereto. The outstanding Capital Stock of all such Persons is validly issued,
fully paid and non-assessable and as of the Closing Date is owned by the Parent
and the Consolidated Parties, directly or indirectly, in the manner set forth on
Schedule 6.13B, free and clear of all Liens (other than Permitted Liens). As of
the Closing Date, other than as set forth in Schedule 6.13B, neither the
Borrower nor any of its Subsidiaries has outstanding any securities convertible
into or exchangeable for its Capital Stock nor does any such Person have
outstanding any rights to subscribe for or to purchase any options for the
purchase of, or any agreements providing for the


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<PAGE>   67
issuance (contingent or otherwise) of, or any calls, commitments or claims of
any character relating to, its Capital Stock.

         6.14     GOVERNMENTAL REGULATIONS, ETC.

                  (a) None of the transactions contemplated by this Credit
         Agreement (including, without limitation, the direct or indirect use of
         the proceeds of the Loans) will violate or result in a violation of the
         Securities Act, the Securities Exchange Act or any of Regulations U and
         X. If requested by any Lender or the Agent, the Borrower will furnish
         to the Agent and each Lender a statement, in conformity with the
         requirements of FR Form U-1 referred to in Regulation U, that no part
         of the Letters of Credit or proceeds of the Loans will be used,
         directly or indirectly, for the purpose of "buying" or "carrying" any
         "margin stock" within the meaning of Regulations U and X, or for the
         purpose of purchasing or carrying or trading in any securities.

                  (b) Neither the Parent nor any of the Consolidated Parties is
         (i) an "investment company", or a company "controlled" by "investment
         company", within the meaning of the Investment Company Act of 1940, as
         amended, (ii) a "holding company" as defined in, or otherwise subject
         to regulation under, the Public Utility Holding Company Act of 1935, as
         amended or (iii) subject to regulation under any other Federal or state
         statute or regulation which limits its ability to incur Indebtedness.

         6.15     PURPOSE OF LOANS AND LETTERS OF CREDIT.

         The Borrower will use the proceeds of the Revolving Loans to provide
for working capital and general corporate purposes of the Borrower and its
Subsidiaries (including, without limitation, Permitted Acquisitions). The
Letters of Credit shall be used only for or in connection with appeal bonds,
reimbursement obligations arising in connection with surety and reclamation
bonds, reinsurance, domestic or international trade transactions and obligations
not otherwise aforementioned relating to transactions entered into by the
applicable account party in the ordinary course of business.

         6.16     ENVIRONMENTAL MATTERS.

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

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

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

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<PAGE>   68
                  (c) Neither the Parent nor any Consolidated Party has received
         any written or verbal notice of, or inquiry from any Governmental
         Authority regarding, any violation, alleged violation, non-compliance,
         liability or potential liability regarding environmental matters or
         compliance with Environmental Laws with regard to any of the Real
         Properties or the Businesses, nor does any Executive Officer of any
         Credit Party have knowledge or reason to believe that any such notice
         will be received or is being threatened.

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

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

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

         6.17     INTELLECTUAL PROPERTY.

         Each of the Parent and the Consolidated Parties owns, or has the legal
right to use, all trademarks, tradenames, copyrights, technology, know-how and
processes (the "Intellectual Property") necessary for each of them to conduct
its business as currently conducted except for those the failure to own or have
such legal right to use could not reasonably be expected to have a Material
Adverse Effect. Set forth on Schedule 6.17 is a list of all Intellectual
Property registered with the United States Copyright Office or the United States
Patent and Trademark Office and owned by each of the Parent and the Consolidated
Parties or that the Parent or any Consolidated Party has the right to use.
Except as provided on Schedule 6.17, no claim has been asserted in writing and
is pending by any Person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such Intellectual
Property, nor does any Credit Party know of any such claim, and, to the
knowledge of the Executive Officers of the Credit Parties, the use of such
Intellectual Property by the Parent or any Consolidated Party does not infringe
on the rights of any Person, except for such claims and infringements that, in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

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         6.18     SOLVENCY.

         The Credit Parties, on a consolidated basis, are Solvent.

         6.19     INVESTMENTS.

         All Investments of each of the Parent and the Consolidated Parties are
Permitted Investments.

         6.20     BUSINESS LOCATIONS.

         Set forth on Schedule 6.20(a) is a list as of the Closing Date of all
real property located in the United States and owned or leased by any Credit
Party with street address and state where located. Set forth on Schedule 6.20(b)
is a list as of the Closing Date of all locations where any tangible personal
property of a Credit Party is located, including street address and state where
located. Set forth on Schedule 6.20(c) is the chief executive office and
principal place of business of each Credit Party as of the Closing Date.

         6.21     DISCLOSURE.

         Taken as whole, this Credit Agreement, the financial statements
referred to in Section 6.1(a) and the other documents, certificates or
statements furnished by or on behalf of the Parent or any Consolidated Party in
connection with this Credit Agreement do not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements contained therein or herein in light of the circumstances under which
they were made not misleading.

         6.22     NO BURDENSOME RESTRICTIONS.

         Neither the Parent nor any Consolidated Party is a party to any
agreement or instrument or subject to any other obligation or any charter or
corporate restriction or any provision of any applicable law, rule or regulation
which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

         6.23     BROKERS' FEES.

         Other than in connection with the Initial Public Offering, neither the
Parent nor any Consolidated Party has any obligation to any Person in respect of
any finder's, broker's, investment banking or other similar fee in connection
with any of the transactions contemplated under the Credit Documents.

         6.24     LABOR MATTERS.

         Other than as set forth on Schedule 6.24, there are no collective
bargaining agreements or Multiemployer Plans covering the employees of the
Parent or any Consolidated Party as of the Closing Date and neither the Parent
nor any of the Consolidated Parties has suffered any strikes, walkouts, work
stoppages or other material labor difficulty within the last five years.

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         6.25     NATURE OF BUSINESS.

         As of the Closing Date, the Parent and the Consolidated Parties are
engaged in the business of providing temporary medical staffing services.

                                    SECTION 7

                              AFFIRMATIVE COVENANTS

         Each Credit Party hereby covenants and agrees that, so long as this
Credit Agreement is in effect or any amounts payable hereunder or under any
other Credit Document shall remain outstanding or any Letter of Credit is
outstanding, and until all of the Commitments hereunder shall have terminated:

         7.1      INFORMATION COVENANTS.

         The Credit Parties will furnish, or cause to be furnished, to the
Agent:

                  (a)      Annual Financial Statements.

                           (i) As soon as available, and in any event within 90
                  days after the close of each fiscal year of the Consolidated
                  Parties, a consolidated and consolidating balance sheet and
                  income statement of the Consolidated Parties as of the end of
                  such fiscal year, together with related consolidated
                  statements of retained earnings and cash flows for such fiscal
                  year, in each case setting forth in comparative form figures
                  for the preceding fiscal year, all such financial information
                  described above to be in reasonable form and detail and
                  reasonably acceptable to the Agent, and accompanied by a
                  certificate of an Executive Officer of the Borrower to the
                  effect that such annual financial statements fairly present in
                  all material respects the financial condition of the
                  Consolidated Parties and have been prepared in accordance with
                  GAAP and the absence of footnotes.

                           (ii) As soon as available, and in any event within 90
                  days after the close of each fiscal year of the Parent, a
                  consolidated and consolidating balance sheet and income
                  statement of the Parent as of the end of such fiscal year,
                  together with related consolidated statements of retained
                  earnings and cash flows for such fiscal year, in each case
                  setting forth in comparative form figures for the preceding
                  fiscal year, all such financial information described above to
                  be in reasonable form and detail and audited by independent
                  certified public accountants of recognized national standing
                  reasonably acceptable to the Agent and whose opinion shall be
                  to the effect that such financial statements have been
                  prepared in accordance with GAAP (except for changes with
                  which such accountants concur) and shall not be limited as to
                  the scope of the audit or qualified as to the status of the
                  Parent as a going concern or any other material qualifications
                  or exceptions. Notwithstanding the foregoing, the Lenders
                  agree that, to the extent that the requirements of this
                  paragraph (ii) are contained in the annual report of the
                  Parent for such fiscal year on Form 10-K as filed with the SEC
                  (the "Annual Report"),


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                  the obligations of the Credit Parties under this paragraph
                  (ii) will be satisfied by delivering to the Agent, within 90
                  days after the end of such fiscal year, the Annual Report,
                  with copies for each Lender.

                  (b) Quarterly Statements. As soon as available, and in any
         event within 45 days after the close of each of the first three fiscal
         quarters of the Consolidated Parties, a consolidated and consolidating
         balance sheet and income statement of the Consolidated Parties as of
         the end of such fiscal quarter, together with related consolidated
         statements of retained earnings and cash flows for such fiscal quarter,
         in each case setting forth in comparative form figures for the
         corresponding period of the preceding fiscal year, all such financial
         information described above to be in reasonable form and detail and
         reasonably acceptable to the Agent, and accompanied by a certificate of
         an Executive Officer of the Borrower to the effect that such quarterly
         financial statements fairly present in all material respects the
         financial condition of the Consolidated Parties and have been prepared
         in accordance with GAAP, subject to changes resulting from audit and
         normal year-end audit adjustments and the absence of footnotes.

                  (c) Officer's Certificate. At the time of delivery of the
         financial statements provided for in Sections 7.1(a)(i) and 7.1(b)
         above, a certificate of an Executive Officer of the Borrower
         substantially in the form of Exhibit 7.1(c), (i) demonstrating
         compliance with the financial covenants contained in Section 7.11 by
         calculation thereof as of the end of each such fiscal period and (ii)
         stating that no Default or Event of Default exists, or, if any Default
         or Event of Default does exist, specifying the nature and extent
         thereof and what action the Credit Parties propose to take with respect
         thereto.

                  (g) Annual Business Plan and Budgets. As soon as available but
         in any event no later than 45 days following the end of each fiscal
         year of the Borrower, an annual business plan and budget of the
         Consolidated Parties containing, among other things, pro forma
         financial statements for the next four fiscal quarters and the next
         fiscal year.

                  (h) Compliance With Certain Provisions of the Credit
         Agreement. Within 90 days after the end of each fiscal year of the
         Credit Parties, a certificate executed by an Executive Officer of the
         Borrower regarding the amount of all Asset Dispositions that were made
         during the prior fiscal year.

                  (i) Accountant's Certificate. Within the period for delivery
         of the annual financial statements provided in Section 7.1(a)(ii), a
         certification of the accountants conducting the annual audit stating
         that they have reviewed this Credit Agreement as it relates to
         accounting and other financial matters and stating further whether, in
         the course of their audit, they have become aware of any Default or
         Event of Default and, if any such Default or Event of Default exists,
         specifying the nature and extent thereof, provided that such
         accountants shall not be liable by reason of any failure to obtain
         knowledge of any such Default or Event of Default that would not be
         disclosed in the course of their audit examination.

                  (j) Auditor's Reports. Within a reasonable time period after
         receipt, a copy of any "management letter" submitted by independent
         accountants to the Parent or any Consolidated Party in connection with
         any annual audit of the books of such Person.


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<PAGE>   72
                  (k) Reports. Promptly upon transmission or receipt thereof,
         (i) copies of any filings and registrations with, and reports to or
         from, the Securities and Exchange Commission, or any successor agency
         (other than exhibits and registration statements on Form S-8) and (ii)
         upon the request of the Agent, all reports and written information to
         and from the United States Environmental Protection Agency, or any
         state or local agency responsible for environmental matters, the United
         States Occupational Health and Safety Administration, or any state or
         local agency responsible for health and safety matters, or any
         successor agencies or authorities concerning environmental, health or
         safety matters.

                  (l) Notices. Upon any Executive Officer of a Credit Party
         obtaining knowledge thereof, the Credit Parties will give written
         notice to the Agent immediately of (i) the occurrence of an event or
         condition consisting of a Default or Event of Default, specifying the
         nature and existence thereof and what action the Credit Parties propose
         to take with respect thereto, and (ii) the occurrence of any of the
         following with respect to the Parent or any Consolidated Party (A) the
         pendency or commencement of any litigation, arbitral or governmental
         proceeding against such Person which if adversely determined is
         reasonably likely to have a Material Adverse Effect or (B) the
         institution of any proceedings against such Person with respect to, or
         the receipt of notice by such Person of potential liability or
         responsibility for violation, or alleged violation of any Federal,
         state or local law, rule or regulation, including but not limited to,
         Environmental Laws, the violation of which could reasonably be expected
         to have a Material Adverse Effect.

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


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<PAGE>   73
                  (n) Environmental. Upon the reasonable written request of the
         Agent following the occurrence of any event or the discovery of any
         condition which the Agent reasonably believes has caused (or could be
         reasonably expected to cause) the representations and warranties set
         forth in Section 6.16 to be untrue in any material respect, the Credit
         Parties will furnish or cause to be furnished to the Agent, at the
         Credit Parties' expense, a report of an environmental assessment of
         reasonable scope, form and depth, (including, where appropriate,
         invasive soil or groundwater sampling) by a consultant reasonably
         acceptable to the Agent as to the nature and extent of the presence of
         any Materials of Environmental Concern on any Real Properties (as
         defined in Section 6.16) and as to the compliance by the Parent, any
         Consolidated Party with Environmental Laws at such Real Properties. If
         the Credit Parties fail to deliver such an environmental report within
         seventy-five (75) days after receipt of such written request then the
         Agent may arrange for same, and the Credit Parties hereby grant to the
         Agent and their representatives access to the Real Properties to
         reasonably undertake such an assessment (including, where appropriate,
         invasive soil or groundwater sampling). The reasonable cost of any
         assessment arranged for by the Agent pursuant to this provision will be
         payable by the Credit Parties on demand and added to the obligations
         secured by the Collateral Documents.

                  (o) Additional Patents and Trademarks. At the time of delivery
         of the financial statements and reports provided for in Section 7.1(a),
         a report signed by an Executive Officer of the Borrower setting forth
         (i) a list of registration numbers for all patents, trademarks, service
         marks, tradenames and copyrights awarded to the Parent or any
         Consolidated Party since the last day of the immediately preceding
         fiscal year and (ii) a list of all patent applications, trademark
         applications, service mark applications, trade name applications and
         copyright applications submitted by the Parent or any Consolidated
         Party since the last day of the immediately preceding fiscal year and
         the status of each such application, all in such form as shall be
         reasonably satisfactory to the Agent.

                  (p) Other Information. With reasonable promptness upon any
         such request, such other information regarding the business, properties
         or financial condition of the Parent or any Consolidated Party as the
         Agent may reasonably request.

         7.2      PRESERVATION OF EXISTENCE AND FRANCHISES.

         Except as a result of or in connection with a dissolution, merger or
disposition of a Subsidiary not prohibited by Section 8.4 or Section 8.5, each
Credit Party will, and will cause each of its Subsidiaries to, do all things
necessary to preserve and keep in full force and effect its existence, authority
and material rights and franchises.

         7.3      BOOKS AND RECORDS.

         Each Credit Party will, and will cause each of its Subsidiaries to,
keep complete and accurate books and records of its transactions in accordance
with good accounting practices on the basis of GAAP (including the establishment
and maintenance of appropriate reserves).


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         7.4      COMPLIANCE WITH LAW.

         Each Credit Party will, and will cause each of its Subsidiaries to,
comply with all laws, rules, regulations and orders, and all applicable
restrictions imposed by all Governmental Authorities, applicable to it and its
Property if noncompliance with any such law, rule, regulation, order or
restriction could reasonably be expected to have a Material Adverse Effect.

         7.5      PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

         Each Credit Party will, and will cause each of its Subsidiaries to, pay
and discharge (a) all material taxes, assessments and governmental charges or
levies imposed upon it, or upon its income or profits, or upon any of its
properties, before they shall become delinquent, (b) all lawful claims
(including claims for labor, materials and supplies) which, if unpaid, might
give rise to a Lien upon any of its properties, and (c) except as prohibited
hereunder, all of its other Indebtedness as it shall become due; provided,
however, that neither the Parent nor any Consolidated Party shall be required to
pay any such tax, assessment, charge, levy, claim or Indebtedness which is being
contested in good faith by appropriate proceedings and as to which adequate
reserves therefor have been established in accordance with GAAP, unless the
failure to make any such payment (i) could give rise to an immediate right to
foreclose on a Lien securing such amounts or (ii) could reasonably be expected
to have a Material Adverse Effect.

         7.6      INSURANCE.

                  (a) Each Credit Party will, and will cause each of its
         Subsidiaries to, at all times maintain in full force and effect
         insurance (including worker's compensation insurance, liability
         insurance, casualty insurance and business interruption insurance) in
         such amounts, covering such risks and liabilities and with such
         deductibles or self-insurance retentions as are in accordance with
         normal industry practice (or as otherwise required by the Collateral
         Documents). The Agent shall be named as loss payee or mortgagee, as its
         interest may appear, and/or additional insured with respect to any such
         insurance providing coverage in respect of any Collateral, and each
         provider of any such insurance shall agree, by endorsement upon the
         policy or policies issued by it or by independent instruments furnished
         to the Agent, that it will give the Agent thirty (30) days prior
         written notice before any such policy or policies shall be altered or
         canceled. The present insurance coverage of the Parent and the
         Consolidated Parties as of the Closing Date is outlined as to carrier,
         policy number, expiration date, type and amount on Schedule 7.6.

                  (b) In the event that the Parent or any of the Consolidated
         Parties receive Net Cash Proceeds in excess of $100,000 in aggregate
         amount during any fiscal year of the Parent and the Consolidated
         Parties ("Excess Proceeds") on account of any loss of, damage to or
         destruction of, or any condemnation or other taking for public use of,
         any Property of the Parent or the Consolidated Parties (with respect to
         the Parent or any Consolidated Party, an "Involuntary Disposition"),
         the Credit Parties shall, within the period of 360 days following the
         date of receipt of such Excess Proceeds, apply (or cause to be applied)
         an amount equal to such Excess Proceeds to (i) make Eligible
         Reinvestments (including but not limited to the repair or replacement
         of the related Property) or (ii) prepay the Loans (and cash
         collateralize LOC Obligations) in accordance with the terms of Section
         3.3(b)(ii)(B); provided, however, that such Person shall not undertake
         replacement


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<PAGE>   75
         or restoration of such Property unless, after giving pro forma effect
         to any Funded Indebtedness to be incurred in connection with such
         replacement or restoration, no Default or Event of Default would have
         occurred as of the most recent fiscal quarter end preceding the date of
         determination with respect to which the Agent has received the Required
         Financial Information (assuming, for purposes hereof, that such Funded
         Indebtedness was incurred as of the first day of the four
         fiscal-quarter period ending as of such fiscal quarter end). All
         insurance proceeds shall be subject to the security interest of the
         Agent (for the ratable benefit of the Lenders) under the Collateral
         Documents. Pending final application of any Excess Proceeds, the Credit
         Parties may apply such Excess Proceeds to temporarily reduce the
         Revolving Loans or to make Permitted Investments.

         7.7      MAINTENANCE OF PROPERTY.

         Each Credit Party will, and will cause each of its Subsidiaries to,
maintain and preserve its properties and equipment material to the conduct of
its business in good repair, working order and condition, normal wear and tear
and casualty and condemnation excepted, and will make, or cause to be made, in
such properties and equipment from time to time all repairs, renewals,
replacements, extensions, additions, betterments and improvements thereto as may
be needed or proper, to the extent and in the manner customary for companies in
similar businesses.

         7.8      PERFORMANCE OF OBLIGATIONS.

         Each Credit Party will, and will cause each of its Subsidiaries to,
perform in all material respects all of its material obligations under the terms
of all material agreements, indentures, mortgages, security agreements or other
debt instruments to which it is a party or by which it is bound.

         7.9      USE OF PROCEEDS.

         The Borrower will use the proceeds of the Loans and will use the
Letters of Credit solely for the purposes set forth in Section 6.15.

         7.10     AUDITS/INSPECTIONS.

         Upon reasonable notice and during normal business hours, each Credit
Party will, and will cause each of its Subsidiaries to, permit representatives
appointed by the Agent, including, without limitation, independent accountants,
agents, attorneys, and appraisers to visit and inspect its property, including
its books and records, its accounts receivable and inventory, its facilities and
its other business assets, and to make photocopies or photographs thereof and to
write down and record any information such representative obtains and shall
permit the Agent or its representatives to investigate and verify the accuracy
of information provided to the Lenders and to discuss all such matters with the
officers, employees and representatives of such Person; provided, however, that,
unless an Event of Default shall be in existence, the Agent shall not exercise
it rights under this sentence more often than one time during any calendar year.
The Credit Parties agree that the Agent, and its representatives, may conduct an
annual audit of the Collateral, at the expense of the Credit Parties not to
exceed $10,000 per annum.


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         7.11     FINANCIAL COVENANTS.

                  (a) Leverage Ratio. The Credit Parties shall not permit the
         Leverage Ratio as of the last day of any fiscal quarter of the
         Consolidated Parties to be greater than 2.00 to 1.00.

                  (b) Fixed Charge Coverage Ratio. The Credit Parties shall not
         permit the Fixed Charge Coverage Ratio as of the last day of any fiscal
         quarter of the Consolidated Parties to be less than 3.00 to 1.00.

         7.12     ADDITIONAL GUARANTORS.

         As soon as practicable and in any event within 30 days after any Person
becomes a direct or indirect Subsidiary of the Parent, the Borrower shall
provide the Agent with written notice thereof setting forth information in
reasonable detail describing all of the assets of such Person and shall (a) if
such Person is a Domestic Subsidiary, (i) cause such Person to execute a Joinder
Agreement in substantially the same form as Exhibit 7.12 and (ii) cause 100% of
the issued and outstanding Capital Stock of such Person to be delivered (if
certificated) to the Agent (together with undated stock powers signed in blank)
and pledged to the Agent pursuant to an appropriate pledge agreement(s) in
substantially the form of the Pledge Agreement and otherwise in form reasonably
acceptable to the Agent, (b) if such Person is a direct Foreign Subsidiary of a
Credit Party, cause 65% (or such greater percentage that, due to a change in an
applicable Requirement of Law after the date hereof, (i) could not reasonably be
expected to cause the undistributed earnings of such Foreign Subsidiary as
determined for United States federal income tax purposes to be treated as a
deemed dividend to such Foreign Subsidiary's United States parent and (ii) could
not reasonably be expected to cause any material adverse tax consequences) of
the issued and outstanding Capital Stock entitled to vote (within the meaning of
Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding
Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section
1.956-2(c)(2)) of such Person to be delivered (if certificated) to the Agent
(together with undated stock powers signed in blank (unless, with respect to a
Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its
reasonable discretion under the law of the jurisdiction of incorporation of such
Person)) and pledged to the Agent pursuant to an appropriate pledge agreement(s)
in substantially the form of the Pledge Agreement and otherwise in form
acceptable to the Agent and (c) cause such Person to (i) if such Person is a
Domestic Subsidiary which has any real Property required by Section 7.13 to be
pledged to the Agent, use commercially reasonable efforts to cause to be
delivered to the Agent with respect to such real Property, such real property
documents, instruments and other items, in form reasonably acceptable to the
Agent, as the Agent shall reasonably request in order the provide the Agent with
a first priority, perfected and title insured Lien in such real Property to
secure the Credit Party Obligations and (ii) deliver such other documentation as
the Agent may reasonably request in connection with the foregoing, including,
without limitation, appropriate UCC-1 financing statements, real estate title
insurance policies, environmental reports, landlord's waivers, certified
resolutions and other organizational and authorizing documents of such Person,
favorable opinions of counsel to such Person (which shall cover, among other
things, the legality, validity, binding effect and enforceability of the
documentation referred to above and the perfection of the Agent's Liens
thereunder) and other items of the types required to be delivered pursuant to
Section 5.1(b), (c) and (d), all in form, content and scope reasonably
satisfactory to the Agent.


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         7.13     PLEDGED ASSETS.

         Each Credit Party will (i) cause all of its owned Property other than
Excluded Property, and (ii) to the extent deemed to be material by the Agent or
the Requisite Lender in its or their sole reasonable discretion, use
commercially reasonable efforts to cause all of its leased Property other than
Excluded Property, to be subject at all times to first priority, perfected and,
in the case of owned real Property, title insured Liens in favor of the Agent to
secure the Credit Party Obligations pursuant to the terms and conditions of the
Collateral Documents or, with respect to any such Property acquired subsequent
to the Closing Date, such other additional security documents as the Agent shall
reasonably request, subject in any case to Permitted Liens. In keeping with the
requirements of the preceding sentence, each Credit Party will use commercially
reasonable efforts to cause to be delivered to the Agent, with respect to any
real Property acquired by such Person subsequent to the Closing Date and
required by this Section 7.13 to be pledged to the Agent, such real property
documents, instruments and other items, in form reasonably acceptable to the
Agent, as the Agent shall reasonably request in order the provide the Agent with
a first priority, perfected and title insured Lien in such real Property to
secure the Credit Party Obligations. Without limiting the generality of the
above, the Credit Parties will cause (i) 100% of the issued and outstanding
Capital Stock of the Borrower, (ii) 100% of the issued and outstanding Capital
Stock of each Domestic Subsidiary and (iii) 65% (or such greater percentage
that, due to a change in an applicable Requirement of Law after the date hereof,
(i) could not reasonably be expected to cause the undistributed earnings of such
Foreign Subsidiary as determined for United States federal income tax purposes
to be treated as a deemed dividend to such Foreign Subsidiary's United States
parent and (ii) could not reasonably be expected to cause any material adverse
tax consequences) of the issued and outstanding Capital Stock entitled to vote
(within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued
and outstanding Capital Stock not entitled to vote (within the meaning of Treas.
Reg. Section 1.956-2(c)(2)) of each Foreign Subsidiary directly owned by the
Parent or any Domestic Subsidiary to be subject at all times to a first
priority, perfected Lien in favor of the Agent pursuant to the terms and
conditions of the Collateral Documents or such other security documents as the
Agent shall reasonably request.

         7.14     ENVIRONMENTAL.

         The Parent and the Consolidated Parties will conduct and complete all
investigations, studies, sampling, and testing and all remedial, removal, and
other actions necessary to address all Materials of Environmental Concern on,
from or affecting any of the Real Properties to the extent necessary to be in
compliance with all Environmental Laws and with the validly issued orders and
directives of all Governmental Authorities with jurisdiction over such Real
Properties to the extent any failure to undertake such action could reasonably
be expected to have a Material Adverse Effect.


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                                    SECTION 8

                               NEGATIVE COVENANTS

         Each Credit Party hereby covenants and agrees that, so long as this
Credit Agreement is in effect or any amounts payable hereunder or under any
other Credit Document shall remain outstanding or any Letter of Credit is
outstanding, and until all of the Commitments hereunder shall have terminated:

         8.1      INDEBTEDNESS.

         The Credit Parties will not permit the Parent or any Consolidated Party
to contract, create, incur, assume or permit to exist any Indebtedness, except:

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

                  (b) Indebtedness of the Borrower and its Subsidiaries set
         forth in Schedule 8.1 (and renewals, refinancings and extensions
         thereof on terms and conditions no less favorable to such Person than
         such existing Indebtedness);

                  (c) purchase money Indebtedness (including obligations in
         respect of Capital Leases or Synthetic Leases) hereafter incurred by
         the Borrower or any of its Subsidiaries to finance the purchase of
         fixed assets provided that (i) the total of all such Indebtedness under
         this clause (c) for all such Persons taken together shall not exceed an
         aggregate principal amount of $5,000,000 at any one time outstanding;
         (ii) such Indebtedness when incurred shall not exceed the purchase
         price of the asset(s) financed; and (iii) no such Indebtedness shall be
         refinanced for a principal amount in excess of the principal balance
         outstanding thereon at the time of such refinancing;

                  (d) obligations of the Borrower in respect of Hedging
         Agreements entered into in order to manage existing or anticipated
         interest rate or exchange rate risks and not for speculative purposes;

                  (e) intercompany Indebtedness arising out of loans, advances
         and Guaranty Obligations permitted under Section 8.6;

                  (f) Subordinated Indebtedness of the Parent in an aggregate
         principal amount not to exceed $25,000,000 at any one time outstanding
         plus any accumulated accrued pay-in-kind interest on such Indebtedness;
         provided, that such Subordinated Indebtedness does not provide for the
         payment of cash interest prior to six months after the Maturity Date;

                  (g) Indebtedness of any Subsidiary of the Borrower that
         existed at the time such Person became a Subsidiary of the Borrower in
         connection with a Permitted Acquisition and Indebtedness assumed by the
         Borrower or any Subsidiary of the Borrower in connection with a
         Permitted Acquisition; provided that (i) such Indebtedness was not
         incurred in contemplation of such Permitted Acquisition; (ii) the total
         of all such Indebtedness under this clause (h) for all such Persons
         taken together shall not exceed an


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<PAGE>   79
         aggregate principal amount of $5,000,000 at any one time outstanding;
         and (iii) no such Indebtedness shall be refinanced for a principal
         amount in excess of the principal balance outstanding thereon at the
         time of such refinancing;

                  (h) Subordinated Indebtedness of the Borrower in an aggregate
         principal amount not to exceed $25,000,000 at any one time outstanding
         plus any accumulated accrued pay-in-kind interest on such Indebtedness;

                  (i) other unsecured Indebtedness of the Borrower or any of its
         Subsidiaries in an aggregate principal amount not to exceed $10,000,000
         at any one time outstanding; and

                  (j) Guaranty Obligations of the Parent, the Borrower or any of
         the Subsidiaries of the Borrower with respect to any Indebtedness of
         the Borrower or any of its Subsidiaries permitted by this Section 8.1.

         8.2      LIENS.

         The Credit Parties will not permit the Parent or any Consolidated Party
to contract, create, incur, assume or permit to exist any Lien with respect to
any of its Property, whether now owned or after acquired, except for Permitted
Liens.

         8.3      NATURE OF BUSINESS.

         The Credit Parties will not permit the Parent or any Consolidated Party
to engage at any time in any business or business activity other than the
business conducted by such Person as of the Closing Date and any business
reasonably related or similar thereto.

         8.4      CONSOLIDATION, MERGER, DISSOLUTION, ETC.

         Except in connection with a Permitted Asset Disposition, the Credit
Parties will not permit the Parent or any Consolidated Party to merge or
consolidate or liquidate, wind up or dissolve itself (or suffer any liquidation
or dissolution); provided that, notwithstanding the foregoing provisions of this
Section 8.4 but subject to the terms of Sections 7.12 and 7.13, (a) the Borrower
may merge or consolidate with any of its Subsidiaries; provided that the
Borrower shall be the continuing or surviving corporation, (b) any Credit Party
other than the Parent or the Borrower may merge or consolidate with any other
Credit Party other than the Parent or the Borrower, (c) any Consolidated Party
which is not a Credit Party may be merged or consolidated with or into any
Credit Party other than the Parent provided that such Credit Party shall be the
continuing or surviving corporation, (d) any Consolidated Party which is not a
Credit Party may be merged or consolidated with or into any other Consolidated
Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge
with any Person that is not a Credit Party in connection with an Asset
Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of
the Borrower may merge with any Person other than a Consolidated Party in
connection with a Permitted Acquisition provided that, if such transaction
involves the Borrower, the Borrower shall be the continuing or surviving
corporation and (g) any Subsidiary of the Borrower may dissolve, liquidate or
wind up its affairs at any time provided that such dissolution, liquidation or
winding up, as applicable, could not reasonably be expected to have a Material
Adverse Effect. It is understood that this Section 8.4 shall not prohibit


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the Parent or any Consolidated Party from entering into any agreement of merger
or consolidation, but shall prohibit the consummation of any such merger or
consolidation (except as permitted pursuant to this Section 8.4).

         8.5      ASSET DISPOSITIONS.

         The Credit Parties will not permit the Parent or any Consolidated Party
to make any Asset Disposition other than an Excluded Asset Disposition unless
(a) at least 80% of the consideration paid in connection therewith shall consist
of cash or Cash Equivalents, (b) if such transaction is a Sale and Leaseback
Transaction, such transaction is not prohibited by the terms of Section 8.13,
(c) such transaction does not involve the sale or other disposition of a
minority equity interest in any Consolidated Party, (d) such transaction does
not involve a sale or other disposition of receivables other than receivables
owned by or attributable to other Property concurrently being disposed of in a
transaction otherwise permitted under this Section 8.5, (e) the aggregate net
book value of all of the assets sold or otherwise disposed of by the Parent and
the Consolidated Parties in all such transactions after the Closing Date shall
not exceed $5,000,000, (f) if the aggregate net book value of the assets being
sold or otherwise disposed of by the Parent and the Consolidated Parties in such
transaction exceeds $250,000, a certificate of an Executive Officer of the
Borrower specifying the anticipated date of such Asset Disposition, briefly
describing the assets to be sold or otherwise disposed of and setting forth the
net book value of such assets, the aggregate consideration and the Net Cash
Proceeds to be received for such assets in connection with such Asset
Disposition and (g) the Credit Parties shall, within the period of 360 days
following the consummation of such Asset Disposition (with respect to any such
Asset Disposition, the "Application Period"), apply (or cause to be applied) an
amount equal to the Net Cash Proceeds of such Asset Disposition to (i) make
Eligible Reinvestments or (ii) prepay the Loans (and cash collateralize LOC
Obligations) in accordance with the terms of Section 3.3(b)(ii)(A). Pending
final application of the Net Cash Proceeds of any Asset Disposition, the Parent
and the Consolidated Parties may apply such Net Cash Proceeds to temporarily
reduce the Revolving Loans or to make Investments in Cash Equivalents.

         Upon a sale of assets or the sale of Capital Stock of a Consolidated
Party permitted by this Section 8.5, the Agent shall (to the extent applicable)
deliver to the Credit Parties, upon the Credit Parties' request and at the
Credit Parties' expense, such documentation as is reasonably necessary to
evidence the release of the Agent's security interest, if any, in such assets or
Capital Stock, including, without limitation, amendments or terminations of UCC
financing statements, if any, the return of stock certificates, if any, and the
release of such Consolidated Party from all of its obligations, if any, under
the Credit Documents.

         8.6      INVESTMENTS.

         The Credit Parties will not permit the Parent or any Consolidated Party
to make Investments in or to any Person, except for Permitted Investments.

         8.7      RESTRICTED PAYMENTS.

         The Credit Parties will not permit the Parent or any Consolidated Party
to, directly or indirectly, declare, order, make or set apart any sum for or pay
any Restricted Payment, except (a) to make dividends or other distributions
payable to any Credit Party other than the Parent (directly or


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indirectly through Subsidiaries), (b) payments by any Consolidated Parties to
the Parent in respect of the tax liability of the affiliated group of
corporations that file consolidated federal income tax returns (or that file
state or local income tax returns on a consolidated, combined, unitary or
similar basis), (c) loans, advances, dividends or distributions by any
Consolidated Party to the Parent not to exceed $500,000 in any fiscal year to
enable the Parent to pay its costs (including all professional fees and
expenses) incurred to comply with its reporting obligations under federal or
state laws or in connection with reporting obligations in respect of any
Indebtedness of the Parent permitted under Section 8.1, (d) loans, advances,
dividends or distributions by any Consolidated Party to the Parent to enable the
Parent to pay for corporate, administrative and operating expenses in the
ordinary course of business (including, without limitation, costs and expenses
in connection with the Initial Public Offering and advisory fees, commissions
and expenses incurred by a Credit Party in connection with any Permitted
Acquisition or other business combination permitted under this Credit Agreement)
not to exceed $500,000 in any fiscal year (exclusive of costs and expenses in
connection with the Initial Public Offering), (e) loans, advances, dividends or
distributions by a Consolidated Party to enable the Parent to pay an annual
management fee to the Sponsor Entities in an aggregate amount not to exceed
$500,000 in any fiscal year, (f) the repurchase, redemption or other acquisition
or retirement for value of any Capital Stock or any option to acquire Capital
Stock of the Parent held by members of senior management and other key employees
of the Parent and its Subsidiaries in an aggregate cash amount of up to
$5,000,000 per year and not to exceed $10,000,000 in the aggregate during the
term of this Credit Agreement, (g) as permitted by Section 8.8 or Section 8.9,
(h) loans, advances, dividends or distributions to the Parent to effect the
consummation of the Initial Public Offering, (i) payments in kind of interest
accrued in respect of any Subordinated Indebtedness, (j) the refinancing of any
Subordinated Indebtedness with the proceeds received from any Equity Issuance or
other Subordinated Indebtedness and (k) Restricted Payments in addition to the
foregoing in an amount not to exceed (x) 50% of Excess Cash Flow for each fiscal
year ended after the Closing Date minus (y) the cumulative aggregate amount of
Restricted Payments paid under Section 8.7(k) since the Closing Date minus (z)
the Used Revolving Committed Amount as of the date of such Restricted Payment.

         8.8      OTHER INDEBTEDNESS, ETC.

         The Credit Parties will not permit the Parent or any Consolidated Party
to (a) if any Default or Event of Default has occurred and is continuing or
would be directly or indirectly caused as a result thereof, (i) after the
issuance thereof, amend or modify any of the terms of any Indebtedness of any
such Person if such amendment or modification would add or change any terms in a
manner adverse to such Person, or shorten the final maturity or average life to
maturity or require any payment to be made sooner than originally scheduled or
increase the interest rate applicable thereto or change any subordination
provision thereof, or (ii) make (or give any notice with respect thereto) any
voluntary or optional payment or prepayment or redemption or acquisition for
value of (including without limitation, by way of depositing money or securities
with the trustee with respect thereto before due for the purpose of paying when
due), refund, refinance or exchange of any other Indebtedness of such Person,
(b) shorten the final maturity of any Subordinated Indebtedness or amend or
modify any of the subordination provisions of any Subordinated Indebtedness, (c)
make interest payments in respect of any Subordinated Indebtedness in violation
of the subordination provisions of the documents evidencing and/or governing
such Subordinated Indebtedness or (d) except as otherwise permitted under
Section 8.7, make (or give any notice with respect thereto) any voluntary or
optional payment or prepayment, redemption, acquisition for value or defeasance
of (including without limitation, by way of depositing money or securities with
the trustee with


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respect thereto before due for the purpose of paying when due), refund,
refinance or exchange of any Subordinated Indebtedness.

         8.9      TRANSACTIONS WITH AFFILIATES.

         The Credit Parties will not permit the Parent or any Consolidated Party
to enter into or permit to exist any transaction or series of transactions with
any officer, director, shareholder, Subsidiary or Affiliate of such Person other
than (a) advances of working capital to any Credit Party other than the Parent,
(b) transfers of cash and assets to any Credit Party other than the Parent, (c)
transactions expressly permitted by Section 8.1, Section 8.4, Section 8.5,
Section 8.6, or Section 8.7, (d) customary compensation and reimbursement of
expenses of officers and directors, (e) transactions described on Schedule 8.9
and (f) except as otherwise specifically limited in this Credit Agreement, other
transactions which are entered into in the ordinary course of such Person's
business on terms and conditions substantially as favorable to such Person as
would be obtainable by it in a comparable arms-length transaction with a Person
other than an officer, director, shareholder, Subsidiary or Affiliate.

         8.10     ORGANIZATIONAL DOCUMENTS; FISCAL YEAR.

         The Credit Parties will not permit the Parent or any Consolidated Party
to (i) amend, modify or change its articles of incorporation (or corporate
charter or other similar organizational document) or bylaws (or other similar
document) in any manner materially adverse to the Lenders or (ii) change its
fiscal year.

         8.11     LIMITATION ON RESTRICTED ACTIONS.

         The Credit Parties will not permit the Parent or any Consolidated Party
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any such
Person to (a) pay dividends or make any other distributions to any Credit Party
on its Capital Stock or with respect to any other interest or participation in,
or measured by, its profits, (b) pay any Indebtedness or other obligation owed
to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell,
lease or transfer any of its properties or assets to any Credit Party, or (e)
act as a Credit Party and pledge its assets pursuant to the Credit Documents or
any renewals, refinancings, exchanges, refundings or extension thereof, except
(in respect of any of the matters referred to in clauses (a)-(d) above) for such
encumbrances or restrictions existing under or by reason of (i) this Credit
Agreement and the other Credit Documents, (ii) documents evidencing and/or
governing any Subordinated Indebtedness to the extent consistent with the
restrictions in this Section 8.11, (iii) applicable law, (iv) any document or
instrument governing Indebtedness incurred pursuant to Section 8.1(c) or Section
8.1(g), provided that any such restriction contained therein relates only to the
asset or assets constructed or acquired in connection therewith, (v) any
Permitted Lien or any document or instrument governing any Permitted Lien,
provided that any such restriction contained therein relates only to the asset
or assets subject to such Permitted Lien or (vi) customary restrictions and
conditions contained in any agreement relating to the sale of any Property
permitted under Section 8.5 pending the consummation of such sale.


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         8.12     OWNERSHIP OF SUBSIDIARIES; LIMITATIONS ON PARENT.

         Notwithstanding any other provisions of this Credit Agreement to the
contrary:

                  (a) The Credit Parties will not permit the Parent or any
         Consolidated Party to (i) permit any Person (other than the Borrower or
         any Wholly Owned Subsidiary of the Borrower) to own any Capital Stock
         of any Subsidiary of the Borrower, except (A) to qualify directors
         where required by applicable law or to satisfy other requirements of
         applicable law with respect to the ownership of Capital Stock of
         Foreign Subsidiaries or (B) as a result of or in connection with a
         dissolution, merger, consolidation or disposition of a Subsidiary not
         prohibited by Section 8.4 or Section 8.5, (ii) permit any Subsidiary of
         the Borrower to issue or have outstanding any shares of preferred
         Capital Stock or (iii) permit, create, incur, assume or suffer to exist
         any Lien on any Capital Stock of any Subsidiary of the Borrower, except
         for Permitted Liens.

                  (b) The Parent shall not (i) hold any material assets other
         than the Capital Stock of the Borrower, (ii) have any liabilities other
         than (A) Indebtedness permitted under Section 8.1, (B) tax liabilities
         in the ordinary course of business, (C) loans, advances and payments
         permitted under Section 8.9, (D) corporate, administrative and
         operating expenses in the ordinary course of business and (E) other
         liabilities under (1) the Credit Documents, (2) the documents
         evidencing and/or governing any Subordinated Indebtedness, (3)
         registration rights agreements, (4) stock option plans (including,
         without limitation, those in existence on the Closing Date), or (5) any
         other agreement, document or instrument related to any of the foregoing
         or (iii) engage in any business other than (A) owning the Capital Stock
         of the Borrower and activities incidental or related thereto, (B)
         acting as a Guarantor hereunder and pledging its assets to the Agent,
         for the benefit of the Lenders, pursuant to the Collateral Documents to
         which it is a party, (C) activities related to its obligations under
         the Securities Exchange Act, (D) acting as a borrower or guarantor, as
         applicable, in respect of Indebtedness permitted under Section 8.1 and
         (E) in connection with the exercise of its rights under and its
         compliance with the obligations applicable to it under the documents
         listed in clause (ii)(E) above.

         8.13     SALE LEASEBACKS.

         The Credit Parties will not permit the Parent or any Consolidated Party
to enter into any Sale and Leaseback Transaction.

         8.14     CAPITAL EXPENDITURES.

         The Credit Parties will not permit Consolidated Capital Expenditures
for any fiscal year to exceed $10,000,000 plus the unused amount available for
Consolidated Capital Expenditures under this Section 8.14 for the immediately
preceding fiscal year (excluding any carry forward available from any prior
fiscal year).

         8.15     NO FURTHER NEGATIVE PLEDGES.

         The Credit Parties will not permit the Parent or any Consolidated Party
to enter into, assume or become subject to any agreement prohibiting or
otherwise restricting the existence of any Lien


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upon any of its Property in favor of the Agent (for the benefit of the Lenders)
for the purpose of securing the Credit Party Obligations, whether now owned or
hereafter acquired, or requiring the grant of any security for any obligation if
such Property is given as security for the Credit Party Obligations, except (a)
pursuant to any document or instrument governing Indebtedness incurred pursuant
to Section 8.1(c), provided that any such restriction contained therein relates
only to the asset or assets constructed or acquired in connection therewith, (b)
pursuant to any document or instrument governing Indebtedness incurred pursuant
to Section 8.1(g), (c) in connection with any Permitted Lien or any document or
instrument governing any Permitted Lien, provided that any such restriction
contained therein relates only to the asset or assets subject to such Permitted
Lien and (d) pursuant to customary restrictions and conditions contained in any
agreement relating to the sale of any Property permitted under Section 8.5,
pending the consummation of such sale.

         8.16     LIMITATION ON FOREIGN OPERATIONS.

         The Credit Parties will not permit (i) the Borrower and the Domestic
Subsidiaries to own at any time less than 90% of Consolidated Total Assets or
(ii) the portion of Consolidated EBITDA attributable to the Borrower and the
Domestic Subsidiaries on a consolidated basis for any four quarter period to be
less than 90% of total Consolidated EBITDA for such period.

                                    SECTION 9

                                EVENTS OF DEFAULT

         9.1      EVENTS OF DEFAULT.

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

                  (a)      Payment.  Any Credit Party shall

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

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

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


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                  (c)      Covenants.  Any Credit Party shall

                           (i) default in the due performance or observance of
                  any term, covenant or agreement contained in Sections 7.2, 7.9
                  or 7.11 or Section 8;

                           (ii) default in the due performance or observance of
                  any term, covenant or agreement contained in Sections 7.1(a)
                  or (b), 7.12 or 7.13 and such default shall continue
                  unremedied for a period of at least 15 days after the earlier
                  of an Executive Officer of a Credit Party becoming aware of
                  such default or notice thereof by the Agent; or

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

                  (d) Other Credit Documents. Except as a result of or in
         connection with a dissolution, merger or disposition of a Subsidiary
         not prohibited by Section 8.4 or Section 8.5, any Credit Document shall
         fail to be in full force and effect or to give the Agent and/or the
         Lenders the Liens, rights, powers and privileges purported to be
         created thereby, or any Credit Party shall so state in writing; or

                  (e) Guaranties. Except as the result of or in connection with
         a dissolution, merger or disposition of a Subsidiary not prohibited by
         Section 8.4 or Section 8.5, the guaranty given by any Guarantor
         hereunder (including any Person after the Closing Date in accordance
         with Section 7.12) or any provision thereof shall cease to be in full
         force and effect, or any Guarantor (including any Person after the
         Closing Date in accordance with Section 7.12) hereunder or any Person
         acting by or on behalf of such Guarantor shall deny or disaffirm such
         Guarantor's obligations under such guaranty, or any Guarantor shall
         default in the due performance or observance of any term, covenant or
         agreement on its part to be performed or observed pursuant to any
         guaranty; or

                  (f) Bankruptcy, etc. Any Bankruptcy Event shall occur with
         respect to the Parent or any Consolidated Party; or

                  (g) Defaults under Other Indebtedness. With respect to any
         Indebtedness (other than Indebtedness outstanding under this Credit
         Agreement) in excess of $2,000,000 in the aggregate for the Parent and
         the Consolidated Parties taken as a whole, either (1) a default in any
         payment shall occur and continue (beyond the applicable grace period
         with respect thereto, if any) with respect to any such Indebtedness, or
         (2) a default in the observance or performance of any other agreement
         or condition relating to such Indebtedness or contained in any
         instrument or agreement evidencing, securing or relating thereto, or
         any other event or condition shall occur or exist, the effect of which
         default or other event or condition is to cause, or permit, the holder
         or holders of such Indebtedness (or trustee or agent on behalf of such
         holders) to cause (with the giving of notice, if required), any such
         Indebtedness to


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<PAGE>   86
         become due prior to its stated maturity, or, in the case of any such
         Indebtedness constituting a Guaranty Obligation, to become due and
         payable; or

                  (h) Judgments. One or more judgments or decrees shall be
         entered against one or more of the Parent and the Consolidated Parties
         involving a liability of $2,000,000 or more in the aggregate (to the
         extent not paid or fully covered by insurance provided by a carrier who
         has acknowledged coverage and has the ability to perform) and any such
         judgments or decrees shall not have been vacated, discharged or stayed
         or bonded pending appeal within 30 days from the entry thereof; or

                  (i) ERISA. Any of the following events or conditions, if such
         event or condition could involve possible taxes, penalties, and other
         liabilities in an aggregate amount in excess of $2,000,000: (i) any
         "accumulated funding deficiency," as such term is defined in Section
         302 of ERISA and Section 412 of the Code, whether or not waived, shall
         exist with respect to any Plan, or any lien shall arise on the assets
         of the Parent, any Consolidated Party or any ERISA Affiliate in favor
         of the PBGC or a Plan; (ii) an ERISA Event shall occur with respect to
         a Single Employer Plan, which is, in the reasonable opinion of the
         Agent, likely to result in the termination of such Plan for purposes of
         Title IV of ERISA; (iii) an ERISA Event shall occur with respect to a
         Multiemployer Plan or Multiple Employer Plan, which is, in the
         reasonable opinion of the Agent, likely to result in (A) the
         termination of such Plan for purposes of Title IV of ERISA, or (B) the
         Parent, any Consolidated Party or any ERISA Affiliate incurring any
         liability in connection with a withdrawal from, reorganization of
         (within the meaning of Section 4241 of ERISA), or insolvency (within
         the meaning of Section 4245 of ERISA) of such Plan; or (iv) any
         prohibited transaction (within the meaning of Section 406 of ERISA or
         Section 4975 of the Code) or breach of fiduciary responsibility shall
         occur which may subject the Parent, any Consolidated Party or any ERISA
         Affiliate to any liability under Sections 406, 409, 502(i), or 502(l)
         of ERISA or Section 4975 of the Code, or under any agreement or other
         instrument pursuant to which the Parent, any Consolidated Party or any
         ERISA Affiliate has agreed or is required to indemnify any person
         against any such liability; or

                  (j)      Ownership.  There shall occur a Change in Control.

         9.2      ACCELERATION; REMEDIES.

         Upon the occurrence and continuance of an Event of Default, the Agent
shall, upon the request and direction of the Requisite Lenders, by written
notice to the Credit Parties take any of the following actions:

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

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


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<PAGE>   87
                  (c) Cash Collateral. Direct the Credit Parties to pay (and the
         Credit Parties agree that upon receipt of such notice they will
         immediately pay) to the Agent additional cash, to be held by the Agent,
         for the benefit of the Lenders, in a cash collateral account as
         additional security for the LOC Obligations in respect of subsequent
         drawings under all then outstanding Letters of Credit in an amount
         equal to the maximum aggregate amount which may be drawn under all
         Letters of Credits then outstanding.

                  (d) Enforcement of Rights. Enforce any and all rights and
         interests created and existing under the Credit Documents including,
         without limitation, all rights and remedies existing under the
         Collateral Documents, all rights and remedies against a Guarantor and
         all rights of set-off.

         Notwithstanding the foregoing, if an Event of Default specified in
Section 9.1(f) shall occur with respect to the Borrower, then, without the
giving of any notice or other action by the Agent or the Lenders, (i) the
Commitments automatically shall terminate, (ii) all Loans, all reimbursement
obligations arising from drawings under Letters of Credit, all accrued interest
in respect thereof, all accrued and unpaid Fees and other indebtedness or
obligations owing to the Agent and/or any of the Lenders hereunder automatically
shall immediately become due and payable and (iii) the Credit Parties
automatically shall be obligated to pay to the Agent additional cash, to be held
by the Agent, for the benefit of the Lenders, in a cash collateral account as
additional security for the LOC Obligations in respect of subsequent drawings
under all then outstanding Letters of Credit in an amount equal to the maximum
aggregate amount which may be drawn under all Letters of Credits then
outstanding.

                                   SECTION 10

                                AGENCY PROVISIONS

         10.1     APPOINTMENT, POWERS AND IMMUNITIES.

         Each Lender hereby irrevocably appoints and authorizes the Agent to act
as its agent under this Credit Agreement and the other Credit Documents with
such powers and discretion as are specifically delegated to the Agent by the
terms of this Credit Agreement and the other Credit Documents, together with
such other powers as are reasonably incidental thereto. The Agent (which term as
used in this sentence and in Section 10.5 and the first sentence of Section 10.6
hereof shall include its Affiliates and its own and its Affiliates' officers,
directors, employees, and agents): (a) shall not have any duties or
responsibilities except those expressly set forth in this Credit Agreement and
shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible
to the Lenders for any recital, statement, representation, or warranty (whether
written or oral) made in or in connection with any Credit Document or any
certificate or other document referred to or provided for in, or received by any
of them under, any Credit Document, or for the value, validity, effectiveness,
genuineness, enforceability, or sufficiency of any Credit Document, or any other
document referred to or provided for therein or for any failure by any Credit
Party or any other Person to perform any of its obligations thereunder; (c)
shall not be responsible for or have any duty to ascertain, inquire into, or
verify the performance or observance of any covenants or agreements by any
Credit Party or the satisfaction of any condition or to inspect the property


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(including the books and records) of any Credit Party or any of its Subsidiaries
or Affiliates; and (d) shall not be responsible for any action taken or omitted
to be taken by it under or in connection with any Credit Document, except for
its own gross negligence or willful misconduct. The Agent may employ agents and
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it with reasonable care.

         10.2     RELIANCE BY AGENT.

         The Agent shall be entitled to rely upon any certification, notice,
instrument, writing, or other communication (including, without limitation, any
thereof by telephone or telecopy) believed by it to be genuine and correct and
to have been signed, sent or made by or on behalf of the proper Person or
Persons, and upon advice and statements of legal counsel (including counsel for
any Credit Party), independent accountants, and other experts selected by the
Agent. The Agent may deem and treat the payee of any Note as the holder thereof
for all purposes hereof unless and until the Agent receives and accepts an
Assignment and Acceptance executed in accordance with Section 11.3(b) hereof. As
to any matters not expressly provided for by this Credit Agreement, the Agent
shall not be required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Requisite
Lenders, and such instructions shall be binding on all of the Lenders; provided,
however, that the Agent shall not be required to take any action that exposes
the Agent to personal liability or that is contrary to any Credit Document or
applicable law or unless it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking any such action.

         10.3     DEFAULTS.

         The Agent shall not be deemed to have knowledge or notice of the
occurrence of a Default or Event of Default unless the Agent has received
written notice from a Lender or a Credit Party specifying such Default or Event
of Default and stating that such notice is a "Notice of Default". In the event
that the Agent receives such a notice of the occurrence of a Default or Event of
Default, the Agent shall give prompt notice thereof to the Lenders. The Agent
shall (subject to Section 10.2 hereof) take such action with respect to such
Default or Event of Default as shall reasonably be directed by the Requisite
Lenders (or such other Lenders as required by Section 11.6), provided that,
unless and until the Agent shall have received such directions, the Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem
advisable in the best interest of the Lenders.

         10.4     RIGHTS AS A LENDER.

         With respect to its Commitment and the Loans made by it, Bank of
America (and any successor acting as Agent) in its capacity as a Lender
hereunder shall have the same rights and powers hereunder as any other Lender
and may exercise the same as though it were not acting as the Agent, and the
term "Lender" or "Lenders" shall, unless the context otherwise indicates,
include the Agent in its individual capacity. Bank of America (and any successor
acting as Agent) and its Affiliates may (without having to account therefor to
any Lender) accept deposits from, lend money to, make investments in, provide
services to, and generally engage in any kind


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of lending, trust, or other business with any Credit Party or any of its
Subsidiaries or Affiliates as if it were not acting as Agent, and Bank of
America (and any successor acting as Agent) and its Affiliates may accept fees
and other consideration from any Credit Party or any of its Subsidiaries or
Affiliates for services in connection with this Credit Agreement or otherwise
without having to account for the same to the Lenders.

         10.5     INDEMNIFICATION.

                  The Lenders agree to indemnify the Agent (to the extent not
reimbursed under Section 11.5 hereof, but without limiting the obligations of
the Credit Parties under such Section) ratably (in accordance with their
respective Revolving Commitments (or, if the Revolving Commitments have been
terminated, the outstanding Revolving Loans and Participation Interests in
Letters of Credit (including the Participation Interests of the Issuing
Lender(s) in Letters of Credit))), for any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses
(including attorneys' fees), or disbursements of any kind and nature whatsoever
that may be imposed on, incurred by or asserted against the Agent (including by
any Lender) in any way relating to or arising out of any Credit Document or the
transactions contemplated thereby or any action taken or omitted by the Agent
under any Credit Document; provided that no Lender shall be liable for any of
the foregoing to the extent they arise from the gross negligence or willful
misconduct of the Person to be indemnified. Without limitation of the foregoing,
each Lender agrees to reimburse the Agent promptly upon demand for its ratable
share of any costs or expenses payable by the Credit Parties under Section 11.5,
to the extent that the Agent is not promptly reimbursed for such costs and
expenses by the Credit Parties. The agreements in this Section 10.5 shall
survive the repayment of the Loans, LOC Obligations and other obligations under
the Credit Documents and the termination of the Commitments hereunder.

         10.6     NON-RELIANCE ON AGENT AND OTHER LENDERS.

         Each Lender agrees that it has, independently and without reliance on
the Agent or any other Lender, and based on such documents and information as it
has deemed appropriate, made its own credit analysis of the Credit Parties and
their Subsidiaries and decision to enter into this Credit Agreement and that it
will, independently and without reliance upon the Agent or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own analysis and decisions in taking or not taking
action under the Credit Documents. Except for financial statements, notices and
other information delivered to the Agent by any of the Credit Parties pursuant
to the terms of Section 7.1 (which the Agent shall be required to deliver to
each of the Lenders promptly following receipt thereof by the Agent) and except
for any other notices, reports, and other documents and information expressly
required to be furnished to the Lenders by the Agent hereunder, the Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the affairs, financial condition, or business of
any Credit Party or any of its Subsidiaries or Affiliates that may come into the
possession of the Agent or any of its Affiliates.

         10.7     SUCCESSOR AGENT.

         The Agent may resign at any time by giving notice thereof to the
Lenders and the Credit Parties. Upon any such resignation, the Requisite Lenders
shall have the right to appoint a successor Agent; provided that, unless an
Event of Default has occurred and is continuing at the


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time such appointment, such successor Agent shall be approved by the Borrower
(such approval not to be unreasonably withheld or delayed). If no successor
Agent shall have been so appointed by the Requisite Lenders and shall have
accepted such appointment within thirty (30) days after the retiring Agent's
giving of notice of resignation, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent which shall be a commercial bank organized
under the laws of the United States having combined capital and surplus of at
least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by
a successor, such successor shall thereupon succeed to and become vested with
all the rights, powers, discretion, privileges, and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Section 10 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Agent. If no successor Agent has accepted appointment as Agent by
the date which is thirty (30) days following a retiring Agent's notice of
resignation, the retiring Agent's resignation shall nevertheless thereupon
become effective and the Lenders shall perform all of the duties of Agent
hereunder until such time, if any, as the Requisite Lenders appoint a successor
Agent as provided for above; provided that, unless an Event of Default has
occurred and is continuing at the time such appointment, such successor Agent
shall be approved by the Borrower (such approval not to be unreasonably withheld
or delayed).

                                   SECTION 11

                                  MISCELLANEOUS

         11.1     NOTICES.

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

         if to any Credit Party:

                  AMN Healthcare, Inc.
                  12235 El Camino Real
                  Suite 200
                  San Diego, California  92130
                  Attn:  Donald R. Myll
                  Telephone:  (858) 720-6257
                  Telecopy:    (866) 295-0267

                  with a copy to:

                  Hass Wheat and Partners, L.P.


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<PAGE>   91
                  300 Crescent Court
                  Suite 1700
                  Dallas, Texas  75201
                  Attn:  Douglas D. Wheat
                  Telephone:  (214) 871-8300
                  Telecopy:    (214) 871-8316

         if to the Agent:

                  for notices regarding borrowings, payments, conversions, fees,
                  interest, and other administrative matters:

                  Bank of America, N. A.
                  101 North Tryon Street
                  Location Code: NC1-001-15-04
                  Charlotte, NC  28255
                  Attention:  Sam Maynard
                  Telephone: (704) 386-9368
                  Telecopy:   (704) 409-0283

                  for all other notices (including with respect to Defaults and
                  Events of Default, amendments, waivers and modifications of
                  the Credit Documents, assignments):

                  Bank of America, N. A.
                  Agency Management
                  1455 Market Street, 5th Floor
                  Location Code: CA5-701-05-19
                  San Francisco, California 94103
                  Attention: Charles Graber, Vice President
                  Telephone: (415) 436-3495
                  Telecopy:   (415) 436-3425

                  Bank of America, N. A.

                  Location Code:  NC1-007-13-06
                  100 North Tryon, 13th Floor
                  Charlotte, North Carolina 28202
                  Attention: Robert Klawinski
                  Telephone: (704) 387-0467
                  Telecopy:  (704) 409-0185

         11.2     RIGHT OF SET-OFF; ADJUSTMENTS.

         Upon the occurrence and during the continuance of any Event of Default,
each Lender is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender (or any of its Affiliates)
to or for the credit or the account of any Credit Party against any and all of
the obligations of such


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<PAGE>   92
Person now or hereafter existing under this Credit Agreement, under the Notes,
under any other Credit Document or otherwise, irrespective of whether such
Lender shall have made any demand hereunder or thereunder and although such
obligations may be unmatured. Each Lender agrees promptly to notify any affected
Credit Party after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Lender under this
Section 11.2 are in addition to other rights and remedies (including, without
limitation, other rights of set-off) that such Lender may have.

         11.3     BENEFIT OF AGREEMENT.

                  (a) This Credit Agreement shall be binding upon and inure to
         the benefit of and be enforceable by the respective successors and
         assigns of the parties hereto; provided that none of the Credit Parties
         may assign or transfer any of its interests and obligations without
         prior written consent of each of the Lenders; provided further that the
         rights of each Lender to transfer, assign or grant participations in
         its rights and/or obligations hereunder shall be limited as set forth
         in this Section 11.3.

                  (b) Each Lender may assign to one or more Eligible Assignees
         all or a portion of its rights and obligations under this Credit
         Agreement (including, without limitation, all or a portion of its
         Loans, its Notes, and its Commitment); provided, however, that

                           (i) each such assignment shall be to an Eligible
                  Assignee;

                           (ii) except in the case of an assignment to another
                  Lender, an Affiliate of an existing Lender or any fund that
                  invests in bank loans and is advised or managed by an
                  investment advisor to an existing Lender or an assignment of
                  all of a Lender's rights and obligations under this Credit
                  Agreement, any such partial assignment shall be in an amount
                  at least equal to $2,500,000 (or, if less, the remaining
                  amount of the Commitment being assigned by such Lender) or an
                  integral multiple of $1,000,000 in excess thereof;

                           (iii)    [Reserved.]

                           (iv) the parties to such assignment shall execute and
                  deliver to the Agent for its acceptance an Assignment and
                  Acceptance in the form of Exhibit 11.3(b), together with any
                  Note subject to such assignment and a processing fee of
                  $3,500.

         Upon execution, delivery, and acceptance of such Assignment and
         Acceptance, the assignee thereunder shall be a party hereto and, to the
         extent of such assignment, have the obligations, rights, and benefits
         of a Lender hereunder and the assigning Lender shall, to the extent of
         such assignment, relinquish its rights and be released from its
         obligations under this Credit Agreement. Upon the consummation of any
         assignment pursuant to this Section 11.3(b), the assignor, the Agent
         and the Credit Parties shall make appropriate arrangements so that as
         soon as practicable new Notes are issued to the assignor and the
         assignee. The assignee shall (to the extent required by Section 3.11)
         deliver to the Credit


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<PAGE>   93
         Parties and the Agent certification as to exemption from deduction or
         withholding of Taxes in accordance with Section 3.11.

                  (c) The Agent shall maintain at its address referred to in
         Section 11.1 a copy of each Assignment and Acceptance delivered to and
         accepted by it and a register for the recordation of the names and
         addresses of the Lenders and the Commitment of, and principal amount of
         the Loans owing to, each Lender from time to time (the "Register"). The
         entries in the Register shall be conclusive and binding for all
         purposes, absent manifest error, and the Credit Parties, the Agent and
         the Lenders may treat each Person whose name is recorded in the
         Register as a Lender hereunder for all purposes of this Credit
         Agreement. The Register shall be available for inspection by the Credit
         Parties or any Lender at any reasonable time and from time to time upon
         reasonable prior notice. Any assignment of any Loan or other Credit
         Party Obligations shall be effective only upon an entry with respect
         thereto being made in the Register.

                  (d) Upon its receipt of an Assignment and Acceptance executed
         by the parties thereto, together with any Note subject to such
         assignment and payment of the processing fee, the Agent shall, if such
         Assignment and Acceptance has been completed and is in substantially
         the form of Exhibit 11.3(b) hereto, (i) accept such Assignment and
         Acceptance, (ii) record the information contained therein in the
         Register and (iii) give prompt notice thereof to the parties thereto.

                  (e) Each Lender may sell participations to one or more Persons
         in all or a portion of its rights, obligations or rights and
         obligations under this Credit Agreement (including all or a portion of
         its Commitment or its Loans); provided, however, that (i) such Lender's
         obligations under this Credit Agreement shall remain unchanged, (ii)
         such Lender shall remain solely responsible to the other parties hereto
         for the performance of such obligations, (iii) the participant shall be
         entitled to the benefit of the yield protection provisions contained in
         Sections 3.6, 3.8, 3.9, 3.10, 3.11 and 3.12 (but only to the extent
         that the selling Lender is so entitled) and (iv) the Credit Parties
         shall continue to deal solely and directly with such Lender in
         connection with such Lender's rights and obligations under this Credit
         Agreement, and such Lender shall retain the sole right to enforce the
         obligations of the Credit Parties relating to the Credit Party
         Obligations owing to such Lender and to approve any amendment,
         modification, or waiver of any provision of this Credit Agreement
         (other than amendments, modifications, or waivers (A) decreasing the
         amount of principal of or the rate at which interest is payable on such
         Loans or Notes, (B) extending any scheduled principal payment date or
         date fixed for the payment of interest on such Loans or Notes, (C)
         extending its Commitment, (D) except as the result of or in connection
         with an Asset Disposition not prohibited by Section 8.5, releasing all
         or substantially all of the Collateral or (E) except as the result of
         or in connection with a dissolution, merger or disposition of a
         Consolidated Party not prohibited by Section 8.4 or Section 8.5,
         releasing the Borrower or substantially all of the other Credit Parties
         from its or their obligations under the Credit Documents).

                  (f) Notwithstanding any other provision set forth in this
         Credit Agreement, any Lender may at any time assign and pledge all or
         any portion of its Loans and its Notes to any Federal Reserve Bank as
         collateral security pursuant to Regulation A and any


                                       88
<PAGE>   94
         Operating Circular issued by such Federal Reserve Bank. No such
         assignment shall release the assigning Lender from its obligations
         hereunder.

                  (g) Any Lender may furnish any information concerning the
         Parent or any of the Consolidated Parties in the possession of such
         Lender from time to time to assignees and participants (including
         prospective assignees and participants), subject, however, to the
         provisions of Section 11.14 hereof.

         11.4     NO WAIVER; REMEDIES CUMULATIVE.

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

         11.5     EXPENSES; INDEMNIFICATION.

                  (a) The Credit Parties jointly and severally agree to pay on
         demand all reasonable costs and expenses of the Agent in connection
         with the syndication, preparation, execution, delivery, administration,
         modification, and amendment of this Credit Agreement, the other Credit
         Documents, and the other documents to be delivered hereunder,
         including, without limitation, the reasonable fees and expenses of
         counsel for the Agent with respect thereto and with respect to advising
         the Agent as to its rights and responsibilities under the Credit
         Documents. The Credit Parties further jointly and severally agree to
         pay on demand all costs and expenses of the Agent and the Lenders, if
         any (including, without limitation, reasonable attorneys' fees of a
         single counsel for the Agent and the Lenders), in connection with the
         enforcement (whether through negotiations, legal proceedings, or
         otherwise) of the Credit Documents and the other documents to be
         delivered hereunder.

                  (b) The Credit Parties jointly and severally agree to
         indemnify and hold harmless the Agent and each Lender and each of their
         Affiliates and their respective officers, directors, employees, agents,
         and advisors (each, an "Indemnified Party") from and against any and
         all claims, damages, losses, liabilities, costs, and expenses
         (including, without limitation, reasonable attorneys' fees) that may be
         incurred by or asserted or awarded against any Indemnified Party, in
         each case arising out of or in connection with or by reason of
         (including, without limitation, in connection with any investigation,
         litigation, or proceeding or preparation of defense in connection
         therewith) the Credit Documents, any of the transactions contemplated
         herein or the actual or proposed use of the proceeds of the Loans,
         except to the extent such claim, damage, loss, liability, cost, or
         expense is found in a final, non-appealable judgment by a court of
         competent jurisdiction to have resulted from such Indemnified Party's
         gross negligence or willful misconduct. In


                                       89
<PAGE>   95
         the case of an investigation, litigation or other proceeding to which
         the indemnity in this Section 11.5 applies, such indemnity shall be
         effective whether or not such investigation, litigation or proceeding
         is brought by any of the Credit Parties, their respective directors,
         shareholders or creditors or an Indemnified Party or any other Person
         or any Indemnified Party is otherwise a party thereto and whether or
         not the transactions contemplated hereby are consummated. The Credit
         Parties agree not to assert any claim against the Agent, any Lender,
         any of their Affiliates, or any of their respective directors,
         officers, employees, attorneys, agents, and advisers, on any theory of
         liability, for special, indirect, consequential, or punitive damages
         arising out of or otherwise relating to the Credit Documents, any of
         the transactions contemplated herein or the actual or proposed use of
         the proceeds of the Loans.

                  (c) Without prejudice to the survival of any other agreement
         of the Credit Parties hereunder, the agreements and obligations of the
         Credit Parties contained in this Section 11.5 shall survive the
         repayment of the Loans, LOC Obligations and other obligations under the
         Credit Documents and the termination of the Commitments hereunder.

         11.6     AMENDMENTS, WAIVERS AND CONSENTS.

                  Neither this Credit Agreement nor any other Credit Document
nor any of the terms hereof or thereof may be amended, changed, waived,
discharged or terminated unless such amendment, change, waiver, discharge or
termination is in writing entered into by, or approved in writing by, each of
the Credit Parties party thereto and the Requisite Lenders, provided, however,
that:

                  (a) without the written consent of each Lender affected
         thereby, neither this Credit Agreement nor any other Credit Document
         may be amended, changed, waived, discharged or terminated so as to

                           (i) extend the final maturity of any Loan or of any
                  reimbursement obligation, or any portion thereof, arising from
                  drawings under Letters of Credit,

                           (ii) reduce the rate or extend the time of payment of
                  interest on any Loan or of any reimbursement obligation, or
                  any portion thereof, arising from drawings under Letters of
                  Credit or of any Fees,

                           (iii) reduce or waive the principal amount of any
                  Loan or of any reimbursement obligation, or any portion
                  thereof, arising from drawings under Letters of Credit,

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

                           (v) except as the result of or in connection with an
                  Asset Disposition not prohibited by Section 8.5, release all
                  or substantially all of the Collateral,


                                       90
<PAGE>   96
                           (vi) except as the result of or in connection with a
                  dissolution, merger or disposition of a Consolidated Party not
                  prohibited by Section 8.4 or Section 8.5, release the Borrower
                  or substantially all of the other Credit Parties from its or
                  their obligations under the Credit Documents,

                           (vii) amend, modify or waive any provision of this
                  Section 11.6,

                           (viii) reduce any percentage specified in, or
                  otherwise modify, the definition of Requisite Lenders, or

                           (ix) consent to the assignment or transfer by the
                  Borrower or all or substantially all of the other Credit
                  Parties of any of its or their rights and obligations under
                  (or in respect of) the Credit Documents except as permitted
                  thereby;

                  (b) without the written consent of the Agent, no provision of
         Section 10 or any other provision of any Credit Agreement pertaining to
         the duties and responsibilities of the Agent may be amended, changed,
         waived, discharged or terminated;

                  (c) without the written consent of the Issuing Lender(s), no
         provision of Section 2.2 may be amended, changed, waived, discharged or
         terminated; or

                  (d) without the written consent of the Swingline Lender, no
         provision of Section 2.3 may be amended, changed, waived, discharged or
         terminated.

         Notwithstanding the fact that the consent of all the Lenders is
required in certain circumstances as set forth above, (x) each Lender is
entitled to vote as such Lender sees fit on any bankruptcy reorganization plan
that affects the Loans, and each Lender acknowledges that the provisions of
Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent
provisions set forth herein and (y) the Requisite Lenders shall determine
whether or not to allow a Credit Party to use cash collateral in the context of
a bankruptcy or insolvency proceeding and such determination shall be binding on
all of the Lenders.

         11.7     COUNTERPARTS.

         This Credit Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. It shall not be necessary in
making proof of this Credit Agreement to produce or account for more than one
such counterpart for each of the parties hereto. Delivery by facsimile by any of
the parties hereto of an executed counterpart of this Credit Agreement shall be
as effective as an original executed counterpart hereof and shall be deemed a
representation that an original executed counterpart hereof will be delivered.

         11.8     HEADINGS.

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


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<PAGE>   97
         11.9     SURVIVAL.

         All indemnities set forth herein, including, without limitation, in
Section 2.2(i), 3.11, 3.12, 10.5 or 11.5 shall survive the execution and
delivery of this Credit Agreement, the making of the Loans, the issuance of the
Letters of Credit, the repayment of the Loans, LOC Obligations and other
obligations under the Credit Documents and the termination of the Commitments
hereunder, and all representations and warranties made by the Credit Parties
herein shall survive until this Credit Agreement shall be terminated in
accordance with the terms of Section 11.13(b).

         11.10    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

                  (a) THIS CREDIT AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY
         PROVIDED THEREIN, THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
         OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED
         BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
         STATE OF NEW YORK. Any legal action or proceeding with respect to this
         Credit Agreement or any other Credit Document may be brought in the
         courts of the State of New York, or of the United States for the
         Southern District of New York, and, by execution and delivery of this
         Credit Agreement, each of the Credit Parties hereby irrevocably accepts
         for itself and in respect of its property, generally and
         unconditionally, the nonexclusive jurisdiction of such courts. Each of
         the Credit Parties further irrevocably consents to the service of
         process out of any of the aforementioned courts in any such action or
         proceeding by the mailing of copies thereof by registered or certified
         mail, postage prepaid, to it at the address set out for notices
         pursuant to Section 11.1, such service to become effective three (3)
         days after such mailing. Nothing herein shall affect the right of the
         Agent or any Lender to serve process in any other manner permitted by
         law or to commence legal proceedings or to otherwise proceed against
         any Credit Party in any other jurisdiction.

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

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


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<PAGE>   98
         11.11    SEVERABILITY.

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

         11.12    ENTIRETY.

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

         11.13    BINDING EFFECT; TERMINATION.

                  (a) This Credit Agreement shall become effective at such time
         on or after the Closing Date upon satisfaction of all of the conditions
         in Section 5.1 and when it shall have been executed by each Credit
         Party and the Agent, and the Agent shall have received copies hereof
         (telefaxed or otherwise) which, when taken together, bear the
         signatures of each Lender, and thereafter this Credit Agreement shall
         be binding upon and inure to the benefit of each Credit Party, the
         Agent and each Lender (including the Issuing Lender(s) and the
         Swingline Lender) and their respective successors and assigns.

                  (b) The term of this Credit Agreement shall be until the
         Credit Party Obligations are Fully Satisfied.

                  (c) At such time as this Credit Agreement shall have become
         effective pursuant to the terms of Section 11.13(a) and Section 5.1,
         the promissory notes executed in connection with the Existing Credit
         Agreement shall be replaced with the Notes, if any, executed in
         connection with this Credit Agreement.

                  (d) The Agent and the Lenders acknowledge and agree (i) that
         the Acquisition Loans and the Term Loans (as such terms are defined
         under the Existing Credit Agreement) have been paid in full in cash and
         terminated on the Closing Date and (ii) to return any note(s)
         evidencing the Acquisition Loans or the Term Loans to the Borrower
         promptly after the Closing Date for cancellation.

                  (e) The Agent and the Lenders consent to the repayment in full
         in cash on the Closing Date of the Subordinated Note Agreement (as
         defined under the Existing Credit Agreement).

         11.14    CONFIDENTIALITY.

         The Agent and each Lender (each, a "Lending Party") agrees to keep
confidential (and to use reasonable efforts to cause their respective officers,
directors, employees, agents and representatives to keep confidential) any
information, materials and documents furnished or made available to it by or on
behalf of the Credit Parties pursuant to this Credit Agreement;


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<PAGE>   99
provided that nothing herein shall prevent any Lending Party from disclosing
such information (a) to any other Lending Party or any Affiliate of any Lending
Party, or any officer, director, employee, agent, or advisor of any Lending
Party or Affiliate of any Lending Party or to any other Person if reasonably
incidental to the administration of the Credit Facility, in each case, on a need
to know basis in accordance with customary banking practices and who receive
such information having been made aware of the restrictions of this Section
11.14, (b) as required by any law, rule, or regulation, (c) upon the order of
any court or administrative agency, (d) upon the request or demand of any
regulatory agency or authority, (e) that is or becomes available to the public
or that is or becomes available to any Lending Party other than as a result of a
disclosure by any Lending Party prohibited by this Credit Agreement, (f) in
connection with any litigation to which such Lending Party or any of its
Affiliates may be a party, (g) to the extent necessary in connection with the
exercise of any remedy under this Credit Agreement or any other Credit Document,
(h) to the National Association of Insurance Commissioners or any similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's investment portfolio in connection with ratings
issued with respect to such Lender, (i) to any direct or indirect contractual
counterparty in swap agreements or such contractual counterparty's professional
advisor (so long as such contractual counterparty or professional advisor to
such contractual counterparty (i) has been approved in writing by the Borrower
and (ii) agrees in a writing enforceable by the Borrower to be bound by the
provisions of this Section 11.14) and (j) subject to provisions substantially
similar to those contained in this Section 11.14, to any actual or proposed
participant or assignee; provided, however, that with respect to clauses (b),
(c), (d), (f) and (h), the Agent or such Lender shall, to the extent
practicable, use reasonable efforts to give notice to the Borrower of the
release of such information.

         11.15    SOURCE OF FUNDS.

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

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

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

                  (c) to the extent that any part of such funds constitutes
         assets of an insurance company's general account, such insurance
         company has complied with all of the requirements of the regulations
         issued under Section 401(c)(1)(A) of ERISA such that the assets of such
         general account do not constitute assets of an employee benefit plan;
         or


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<PAGE>   100
                  (d) such funds constitute assets of one or more specific
         benefit plans which such Lender has identified in writing to the
         Borrower.

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

         11.16    REGULATION D.

         Each of the Lenders hereby represents and warrants to the Borrower that
it is a commercial lender, other financial institution or other "accredited"
investor (as defined in SEC Regulation D) which makes or acquires or loans on
the ordinary course of business and that it will make or acquire Loans for its
own account in the ordinary course of business.

         11.17    CONFLICT.

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

                           [Signature Page to Follow]


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<PAGE>   101
         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Credit Agreement to be duly executed and delivered as of the date first
above written.

BORROWER:                               AMN HEALTHCARE, INC.

                                        By:
                                        Name:
                                        Title:


PARENT:                                 AMN HEALTHCARE SERVICES, INC.
                                        (FORMERLY KNOWN AS AMN HOLDINGS, INC.)

                                        By:
                                        Name:
                                        Title:


SUBSIDIARY
GUARANTORS:                             AMN SERVICES, INC.

                                        By:
                                        Name:
                                        Title:


                                        O'GRADY PEYTON INTERNATIONAL (USA), INC.

                                        By:
                                        Name:
                                        Title:




                             [Signatures Continued]
<PAGE>   102
LENDERS:                                BANK OF AMERICA, N. A.,
                                        as a Lender and as Agent


                                        By:
                                        Name:
                                        Title:
<PAGE>   103
                                            GENERAL ELECTRIC CAPITAL CORPORATION

                                            By:
                                            Name:
                                            Title:
<PAGE>   104
                                            UNION BANK OF CALIFORNIA, N.A.

                                            By:
                                            Name:
                                            Title: