Exhibit 10.24

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                                 LOAN AGREEMENT,

                         Dated as of December 10, 1997,


                                      among


                               B.I. FUNDING, INC.,


                         CERTAIN FINANCIAL INSTITUTIONS,
                            as the Liquidity Lenders


                      BLUE RIDGE ASSET FUNDING CORPORATION,
                              as the Conduit Lender


                                       and


                              WACHOVIA BANK, N.A.,
                          as the Agent for the Lenders



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                                TABLE OF CONTENTS


ARTICLE I     DEFINITIONS AND ACCOUNTING TERMS................................1
              SECTION 1.1.   Definitions......................................1
              SECTION 1.2.   Cross-References.................................1
              SECTION 1.3.   Accounting and Financial Determinations; No
                                Duplication...................................1

ARTICLE II    CP BORROWING PROCEDURES, CP ADVANCES AND
              CP RATE NOTE....................................................2
              SECTION 2.1.   Discretionary CP Rate Advances...................2
              SECTION 2.2.   Borrower Unable to Receive CP Rate Advances......2
              SECTION 2.3.   Borrowing Procedures.............................2
              SECTION 2.4.   Disbursement of Funds............................2
              SECTION 2.5.   CP Rate Note.....................................3

ARTICLE III   LIQUIDITY COMMITMENTS, BORROWING PROCEDURES,
              LIQUIDITY ADVANCES AND NOTES....................................3
              SECTION 3.1.   Liquidity Commitments............................3
              SECTION 3.1.1.   Revolving Advance Commitment...................3
              SECTION 3.1.2.   Refunding Advance Commitment...................3
              SECTION 3.2.  Liquidity Lenders Not Required to Make Liquidity 
                               Advances. .....................................4
              SECTION 3.3.   Termination and Reduction of the Liquidity 
                               Commitment.....................................4
              SECTION 3.4.   Borrowing Procedures.............................5
              SECTION 3.4.1.   Revolving Advances.............................5
              SECTION 3.4.2.   Refunding Advances.............................5
              SECTION 3.5.   Disbursement of Funds............................6
              SECTION 3.6.   Continuation and Conversion Elections............6
              SECTION 3.7.   LIBOR Funding....................................6
              SECTION 3.8.   Notes............................................7

ARTICLE IV    REPAYMENTS, PREPAYMENTS, INTEREST AND FEES, ETC.................7
              SECTION 4.1.   Repayments and Prepayments.......................7
              SECTION 4.1.1.   Voluntary Prepayments..........................7
              SECTION 4.1.2.   Mandatory Prepayments..........................8
              SECTION 4.2.   Interest Provisions..............................8
              SECTION 4.2.1.   Liquidity Rates................................8
              SECTION 4.2.2.   CP Rates.......................................9
              SECTION 4.2.3.   Post-Maturity Rates............................9
              SECTION 4.3.   Payments of Interest............................10
              SECTION 4.3.1.   Interest Rate Determination...................10
              SECTION 4.4.   Fees............................................10


                                                                     

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ARTICLE V     OTHER TERMS RELATING TO THE ADVANCES...........................11
              SECTION 5.1.   LIBO Rate Lending Unlawful......................11
              SECTION 5.2.   Deposits Unavailable............................11
              SECTION 5.3.   Increased Fixed Rate Advance Costs, etc.........11
              SECTION 5.4.   Funding Losses..................................12
              SECTION 5.5.   Increased Capital Costs.........................12
              SECTION 5.6.   Taxes...........................................13
              SECTION 5.7.     Payments, Computations, etc...................17
              SECTION 5.8.    Sharing of Payments............................17
              SECTION 5.9.   Setoff..........................................18
              SECTION 5.10.   Replacement of Liquidity Lenders...............18
              SECTION 5.11.   Subordination..................................21

ARTICLE VI    CONDITIONS PRECEDENT...........................................21
              SECTION 6.1.   Conditions to Effectiveness.....................21
              SECTION 6.1.1.   Resolutions...................................21
              SECTION 6.1.2.   Agreement.....................................22
              SECTION 6.1.3.   Notes.........................................22
              SECTION 6.1.4.   UCC Filings...................................22
              SECTION 6.1.5.   Purchase Agreement............................22
              SECTION 6.1.6.   Facility Agreement; Security Agreement........22
              SECTION 6.1.7.   Effective Date Certificate....................22
              SECTION 6.1.8.   Purchase Agreement Conditions.................23
              SECTION 6.1.9.   Licenses, etc.................................23
              SECTION 6.1.10.   Lockbox Accounts and Concentration Account...23
              SECTION 6.1.11.   Policies.....................................23
              SECTION 6.1.12.   Board of Directors...........................23
              SECTION 6.1.13.   Financial Statements.........................23
              SECTION 6.1.14.   Solvency Certificate.........................23
              SECTION 6.1.15.   Insurance....................................23
              SECTION 6.1.16.   No Material Adverse Change...................23
              SECTION 6.1.17.   Legal Opinions...............................24
              SECTION 6.1.18.   Certification as to Separateness.............24
              SECTION 6.1.19.   Closing Fees.................................24
              SECTION 6.1.20.   Satisfactory Legal Form......................24
              SECTION 6.2.           Conditions to the Making of Each Revolving
                                      Advance and Each CP Rate Advance.......24
              SECTION 6.2.1.         Representations and Warranties..........24
              SECTION 6.2.2.         No Amortization Event...................24
              SECTION 6.2.3.         No Bankruptcy Proceeding................24
              SECTION 6.2.4.         No Borrowing Base Deficiency............24
              SECTION 6.2.5.         Receipt of Weekly Report................25
              SECTION 6.2.6.         Borrowing Request.......................25
              SECTION 6.2.7.         Initial Funding.........................25

                                                                    

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              SECTION 6.3.   Conditions Precedent to the Making of Each
                             Refunding Advance................................25
              SECTION 6.3.1. No Bankruptcy....................................25
              SECTION 6.3.2. Availability.....................................26
              SECTION 6.4.   Conditions Precedent to Continuation/
                              Conversion Roll-Over............................26

ARTICLE VII   REPRESENTATIONS AND WARRANTIES..................................26
              SECTION 7.1.   Organization; Powers.............................26
              SECTION 7.2.   Ownership; Subsidiaries..........................27
              SECTION 7.3.   Authorization....................................27
              SECTION 7.4.   Governmental Consents............................27
              SECTION 7.5.   Binding Obligations..............................27
              SECTION 7.6.   Litigation; Adverse Facts........................28
              SECTION 7.7.   Investment Company Act; Public Utility Holding
                                     Company Act..............................28
              SECTION 7.8.   Financial Information............................28
              SECTION 7.9.   Financing Statements.............................28
              SECTION 7.10.   Filings.........................................29
              SECTION 7.11.   Location of Office and Records..................29
              SECTION 7.12.   No Other Liens..................................29
              SECTION 7.13.   Security Agreement..............................29
              SECTION 7.14.   Liens on Assets.................................29
              SECTION 7.15.   No Amortization Event...........................29
              SECTION 7.16.   Collateral Agent Can Perform....................30
              SECTION 7.17.   The Borrower as Distinct Legal Entity...........30
              SECTION 7.18.   Disclosure......................................30
              SECTION 7.19.   No Material Adverse Change......................30
              SECTION 7.20.   Solvency........................................31
              SECTION 7.21.   Employee Benefit Plans..........................31
              SECTION 7.22.   Regulations G, U, and X.........................32
              SECTION 7.23.   Taxes...........................................32

ARTICLE VIII  COVENANTS.......................................................32
              SECTION 8.1.   Affirmative Covenants............................32
              SECTION 8.1.1.   Existence......................................32
              SECTION 8.1.2.   Business and Properties........................32
              SECTION 8.1.3.   Insurance......................................33
              SECTION 8.1.4.   Obligations and Taxes..........................33
              SECTION 8.1.5.   Financial Statements, Reports, etc.............33
              SECTION 8.1.6   Litigation and Other Notices....................34
              SECTION 8.1.7   Maintaining Records; Access to Properties and 
                               Inspections....................................35
              SECTION 8.1.8   Use of Proceeds.................................35

                                                                       

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              SECTION 8.1.9   Settlement Reports..............................36
              SECTION 8.1.10   Compliance with Laws...........................36
              SECTION 8.1.11   Directors, Officers and Employees..............37
              SECTION 8.1.12   Lockbox Accounts and Concentration Account.....37
              SECTION 8.1.13   Commingled Funds...............................37
              SECTION 8.1.14   Additional Financial Statements................37
              SECTION 8.2      Negative Covenants.............................37
              SECTION 8.2.1   Indebtedness....................................37
              SECTION 8.2.2   Liens...........................................38
              SECTION 8.2.3   Creditors.......................................38
              SECTION 8.2.4   Business of the Borrower........................38
              SECTION 8.2.5   Sale and Lease-Back Transactions................38
              SECTION 8.2.6   Investments.....................................38
              SECTION 8.2.7   Mergers, Consolidations, Acquisitions of Assets
                                     and Sales of Assets......................38
              SECTION 8.2.8   Lease Obligations...............................39
              SECTION 8.2.9   Dividends, Distributions and Loans to BII.......39
              SECTION 8.2.10   Employees......................................39
              SECTION 8.2.11   Transactions with Affiliates...................39
              SECTION 8.2.12   Subordinated Note..............................39
              SECTION 8.2.13   Accounting Changes.............................39
              SECTION 8.2.14   Capital Stock..................................39
              SECTION 8.2.15   Amendments.....................................40
              SECTION 8.2.16   Other Agreements...............................40
              SECTION 8.2.17   No Powers of Attorney..........................40
              SECTION 8.2.18   Separate Existence.............................40
              SECTION 8.2.19   Receivables Not To Be Evidenced by Promissory
                                     Notes....................................41
              SECTION 8.2.20   Financial Covenants............................41
              SECTION 8.2.21   Ownership of Assets and Property...............42
              SECTION 8.2.22   Employee Benefit Plans.........................42

ARTICLE IX    AMORTIZATION EVENTS.............................................43
              SECTION 9.1   Amortization Event................................43
              SECTION 9.1.1   Non-Payment of Obligations......................43
              SECTION 9.1.2   Breach of Warranty..............................43
              SECTION 9.1.3   Non-Performance of Certain Covenants and
                                      Obligations.............................43
              SECTION 9.1.4   Non-Performance of Other Covenants and 
                                      Obligations.............................43
              SECTION 9.1.5   Default on Other Indebtedness...................43
              SECTION 9.1.6   Judgments.......................................43
              SECTION 9.1.7   Bankruptcy, Insolvency, etc.....................44
              SECTION 9.1.8   Impairment of Security, etc.....................44
              SECTION 9.1.9   Liens...........................................45

                                                                          

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              SECTION 9.1.10   Other Defaults.................................45
              SECTION 9.1.11   Change in Control..............................45
              SECTION 9.1.12   Purchase Termination Event.....................45
              SECTION 9.1.13   Acceleration of Certain Indebtedness of the 
                                Sellers; Termination of Commitments Under BII
                                Credit Agreement..............................45
              SECTION 9.1.14   Enforceability of Transaction Documents........45
              SECTION 9.1.15   Investment Company.............................45
              SECTION 9.2            Action if Amortization Event.............46

ARTICLE X     THE AGENT.......................................................46
              SECTION 10.1   Actions..........................................46
              SECTION 10.2   Funding Reliance, etc............................47
              SECTION 10.3   Exculpation......................................47
              SECTION 10.4   Successor........................................48
              SECTION 10.5   Liquidity Advances by Wachovia...................48
              SECTION 10.6   Credit Decisions.................................48
              SECTION 10.7   Copies, etc......................................48
              SECTION 10.8   Collateral Agent.................................49

ARTICLE XI    MISCELLANEOUS PROVISIONS........................................49
              SECTION 11.1   Waivers, Amendments, etc.........................49
              SECTION 11.2   Notices..........................................50
              SECTION 11.3   Payment of Costs and Expenses....................51
              SECTION 11.4   Indemnification..................................52
              SECTION 11.5   Survival.........................................53
              SECTION 11.6   Severability.....................................53
              SECTION 11.7   Headings.........................................54
              SECTION 11.8   Execution in Counterparts, Effectiveness, etc....54
              SECTION 11.9   Governing Law; Entire Agreement..................54
              SECTION 11.10   Successors and Assigns..........................54
              SECTION 11.11   Sale and Transfer of Advances and Notes;
                                     Participations in Loans and Notes........54
              SECTION 11.11.1   Assignments...................................54
              SECTION 11.11.2   Participations................................57
              SECTION 11.12   Other Transactions..............................58
              SECTION 11.13   Bankruptcy Petition Against the Borrower or the
                                      Conduit Lender..........................58
              SECTION 11.14   No Recourse.....................................59
              SECTION 11.15   Survival of Representations and Warranties......59
              SECTION 11.16   Confidentiality.................................59
              SECTION 11.17   Jurisdiction; Consent to Service of Process.....60
              SECTION 11.18   Waiver of Jury Trial............................61
              SECTION 11.19   Qualification Regarding Bacova..................61

                                        

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                                vi

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SCHEDULES

SCHEDULE I       -     Fiscal Months and Fiscal Quarters
SCHEDULE II      -     Approvals and Consents

EXHIBITS

EXHIBIT A        -     Form of Liquidity Note
EXHIBIT B        -     Form of CP Rate Note
EXHIBIT C        -     Form of Borrowing Request
EXHIBIT D        -     Form of Continuation/Conversion Notice
EXHIBIT E-1      -     Form of Liquidity Lender Assignment Agreement
EXHIBIT E-2      -     Form of Conduit Lender Assignment Agreement
EXHIBIT F        -     Form of Effective Date Certificate
EXHIBIT G        -     Form of Settlement Statement
EXHIBIT H        -     Form of Weekly Report
EXHIBIT I        -     Form of Opinion of the General Counsel to the Borrower
EXHIBIT J        -     Form of Promissory Note
EXHIBIT K        -     Certificate as to Separateness

ANNEXES

ANNEX Z                    -        Definitions


   

                                       vii

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                                 LOAN AGREEMENT


         THIS  LOAN  AGREEMENT,  dated as of  December  10,  1997  (as  amended,
supplemented,   restated  or  otherwise   modified  from  time  to  time,   this
"Agreement") among B.I. FUNDING,  INC., a Delaware corporation (the "Borrower"),
the  financial  institutions  listed on the  signature  pages  hereof  under the
heading  "Liquidity  Lenders"  (such  financial   institutions,   together  with
financial  institutions  that have  become  parties  hereto  pursuant to Section
11.11.1,  being each a "Liquidity  Lender"  and,  collectively,  the  "Liquidity
Lenders"), BLUE RIDGE ASSET FUNDING CORPORATION, a Delaware corporation,  as the
commercial  paper lender (the "Conduit  Lender") (the Liquidity  Lenders and the
Conduit Lender,  being each a "Lender" and,  collectively,  the "Lenders"),  and
WACHOVIA BANK, N.A. ("Wachovia"), as agent (the "Agent") for the Lenders.

                              W I T N E S S E T H:

         WHEREAS,  the Borrower has requested the Lenders to make certain credit
facilities available to the Borrower as described herein; and

         WHEREAS, the Lenders are willing to make such facilities available,  on
the terms and subject to the conditions hereinafter set forth (including Article
VI);

         NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.1. Definitions. Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in Annex Z hereto.

         SECTION 1.2. Cross-References.  Unless otherwise specified,  references
in this  Agreement  and in each other  Transaction  Document  to any  Article or
Section are  references  to such  Article or Section of this  Agreement  or such
other Transaction Document, as the case may be, and, unless otherwise specified,
references in any Article, Section or definition to any clause are references to
such clause of such Article, Section or definition.

         SECTION 1.3. Accounting and Financial  Determinations;  No Duplication.
Unless  otherwise  specified,  (i) all  accounting  terms used  herein  shall be
interpreted,  all accounting  determinations and computations hereunder shall be
made, and all financial  statements  required to be delivered hereunder shall be
prepared in accordance with GAAP, in each case consistently applied and (ii) all
accounting   determinations  and  computations  hereunder  or  under  any  other
Transaction Documents shall be made without duplication.


                                                     
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                                   ARTICLE II

                            CP BORROWING PROCEDURES,
                          CP ADVANCES AND CP RATE NOTE

         SECTION  2.1.  Discretionary  CP Rate  Advances.  (a) On the  terms and
subject to the conditions of this Agreement (including Article VI), the Borrower
may request and the Conduit Lender may agree to, make loans ("CP Rate Advances")
to the Borrower pursuant to the procedures described in this Article II.

         (b) The Conduit Lender may make, in its discretion,  from time to time,
on or before the CP Rate  Advance  Termination  Date,  CP Rate  Advances  to the
Borrower on any Weekly Settlement Date in an amount equal to the Borrowing of CP
Rate Advances requested by the Borrower to be made on such day. On the terms and
subject to the  conditions  hereof,  the  Borrower may from time to time borrow,
prepay and reborrow CP Rate Advances.

         SECTION 2.2. Borrower Unable to Receive CP Rate Advances.  The Borrower
will not be able to receive,  and the Conduit Lender will not be allowed to make
CP Rate Advances if, after giving effect to such CP Rate Advance, (i) the sum of
(x) the CP Exposure plus (y) the Aggregate Outstanding Liquidity Advances, would
exceed the Liquidity Commitment Amount.

         SECTION 2.3. Borrowing Procedures. Borrowings of CP Rate Advances shall
be made in accordance with this Section 2.3.

         (a) By delivering a Borrowing Request to the Agent for a borrowing of a
CP Rate  Advance,  the Borrower may  irrevocably  request,  not later than 10:00
a.m., Atlanta time, on a Business Day of a proposed  Borrowing,  but in any case
not more than five Business  Days before a proposed  Borrowing  (specifying  the
proposed  Borrowing  Date  and  the  proposed  maturity  date  thereof),  that a
Borrowing be made in a minimum amount of $1,000,000 and an integral  multiple of
$100,000.  Upon receipt of each Borrowing  Request,  the Agent shall give to the
Conduit Lender notice  thereof on the Business Day of such receipt.  The Conduit
Lender shall notify the Agent whether or not the Conduit Lender will make the CP
Rate Advance requested by the Borrower and the amount of the requested Borrowing
that the  Conduit  Lender  would  make.  If the Agent is notified by the Conduit
Lender that it will not make any part of the CP Rate  Advance  requested  by the
Borrower,  the Agent will  promptly  notify the  Borrower of such fact,  and the
Borrower  may submit a Borrowing  Request to the Agent for a  borrowing  of Base
Rate Advances.

         (b) Each  outstanding  CP Rate Advance  shall mature on the last day of
the Interest Period therefor.

         SECTION 2.4.  Disbursement  of Funds.  On or before 1:00 p.m.,  Atlanta
time, on the Borrowing  Date proposed by the Borrower,  the Conduit Lender shall
deposit  with the Agent  same day funds in an amount  equal to the amount of the
requested  Borrowing  of CP Rate  Advances  the  Conduit  Lender had  previously


                                                              

                                                         2

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notified the Agent it would make pursuant to Section  2.3(a).  Such deposit will
be made to an account  which the Agent shall specify from time to time by notice
to the Conduit Lender. Unless the Agent determines that any applicable condition
specified in Section 6.2 has not been satisfied, the Agent will remit the amount
of  the CP  Rate  Advances  so  made  available  by the  Conduit  Lender  to the
Collection  Deposit  Account,  not later than 2:30 p.m.,  Atlanta time,  and the
Agent shall provide the Borrower with written confirmation of the amount of such
CP Rate Advance and the Interest Period applicable to such CP Rate Advance,  not
later than 5:00 p.m.,  Atlanta time, in each case on the Borrowing Date for such
CP Rate Advance.

         SECTION  2.5. CP Rate Note.  The  Conduit  Lender's  Advances  shall be
evidenced by a CP Rate Note, duly executed on behalf of the Borrower, payable to
the  order of the  Conduit  Lender in a maximum  principal  amount  equal to the
Maximum Conduit Facility Amount. The Borrower hereby irrevocably  authorizes the
Conduit Lender to make (or cause to be made)  appropriate  notations on the grid
attached  to the CP Rate  Note  (or on any  continuation  of such  grid),  which
notations,  if made,  shall  evidence,  inter alia, the date of, the outstanding
principal  of, and the  interest  rate and  Interest  Period  applicable  to the
Advances  evidenced  thereby.  Such notations shall be conclusive and binding on
the Borrower absent manifest error;  provided,  however, that the failure of the
Conduit Lender to make any such notation or any error in any such notation shall
not limit or otherwise affect any Obligation of the Borrower.


                                   ARTICLE III

                  LIQUIDITY COMMITMENTS, BORROWING PROCEDURES,
                          LIQUIDITY ADVANCES AND NOTES

         SECTION  3.1.  Liquidity  Commitments.  On the terms and subject to the
conditions  of this  Agreement  (including  Article VI), each  Liquidity  Lender
severally agrees to make loans characterized  hereunder as "Revolving  Advances"
and "Refunding Advances" (relative to such Liquidity Lender,  collectively,  its
"Liquidity  Advances")  to the Borrower  pursuant to the  Liquidity  Commitments
described in this Section 3.1.

         SECTION 3.1.1.  Revolving  Advance  Commitment.  Each Liquidity  Lender
severally agrees to make, from time to time, on or before the Revolving  Advance
Commitment Termination Date, revolving loans (relative to such Liquidity Lender,
its  "Revolving  Advances")  to the Borrower  equal to such  Liquidity  Lender's
Percentage,  as such Percentage may be decreased pursuant to Section 3.3, of the
aggregate  amount  of the  Borrowing  of  Revolving  Advances  requested  by the
Borrower  to be made on such day.  On the terms and  subject  to the  conditions
hereof, the Borrower may from time to time borrow, prepay and reborrow Revolving
Advances.

         SECTION 3.1.2.  Refunding  Advance  Commitment.  Each Liquidity  Lender
severally agrees to make, from time to time, on or before the Refunding  Advance
Commitment  Termination  Date,  refunding  loans  (relative  to  such  Liquidity


                                                                  

                                                         3

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Lender,  its  "Refunding  Advances")  to the  Borrower  equal to such  Liquidity
Lender's  Percentage,  as such  Percentage may be decreased  pursuant to Section
3.3, of the aggregate amount of the Borrowing of Refunding Advances requested by
the Borrower to be made on such day. On the terms and subject to the  conditions
hereof, the Borrower may from time to time borrow, prepay and reborrow Refunding
Advances.


         SECTION 3.2. Liquidity Lenders Not Required to Make Liquidity Advances.
No Liquidity  Lender shall be required to make any Liquidity  Advances under any
circumstance described below in the Section 3.2.

         SECTION  3.2.1.  Revolving  Advances.  No  Liquidity  Lender  shall  be
required to make a Revolving  Advance if, after giving effect to such  Revolving
Advance, (i) the sum of (x) the Aggregate Outstanding  Liquidity Advances,  plus
(y) the CP Exposure would exceed the Liquidity Commitment Amount or (ii) the sum
of the Aggregate  Outstanding  Liquidity Advances with respect to such Liquidity
Lender and such  Liquidity  Lender's  Percentage of the CP Exposure would exceed
such Liquidity Lender's Percentage of the Liquidity Commitment Amount.

         SECTION  3.2.2.  Refunding  Advances.  No  Liquidity  Lender  shall  be
required to make a Refunding  Advance to the extent that, after giving effect to
such Refunding Advance, (i) the sum of (x) the Aggregate  Outstanding  Liquidity
Advances,  plus  (y)  the CP  Exposure  would  exceed  the  Available  Liquidity
Commitment or (ii) the sum of the Aggregate  Outstanding Liquidity Advances with
respect to such Liquidity Lender and such Liquidity  Lender's  Percentage of the
CP Exposure  would exceed such  Liquidity  Lender's  Percentage of the Available
Liquidity Commitment.

         SECTION 3.2.3. All Liquidity  Advances.  No Liquidity Advances shall be
made by any  Liquidity  Lender if, after giving  effect  thereto,  the Aggregate
Outstanding  Liquidity  Advances  with  respect to such  Liquidity  Lender would
exceed such Liquidity Lender's Percentage of the Liquidity Commitment Amount.

         SECTION 3.3. Termination and Reduction of the Liquidity Commitment. (a)
The Borrower may, upon at least 30 days' prior written  notice to the Agent (who
shall give prompt written notice thereof to each Liquidity Lender),  irrevocably
terminate or reduce the Liquidity Commitment Amount; provided, however, that the
Liquidity  Commitment  Amount  shall not be reduced on any day to an amount less
than  the  sum of (i)  the CP  Exposure  plus  (ii)  the  Aggregate  Outstanding
Liquidity  Advances on such day. Upon the  effectiveness of any reduction of the
Liquidity Commitment Amount, there will be a pro rata reduction of the Liquidity
Commitment of each Liquidity Lender.

         (b) The Borrower  shall have the right,  at any time,  to terminate the
Liquidity  Commitment of any Liquidity Lender whose short-term ratings have been
downgraded  below A-1 by S&P or P-1 by Moody's if the Borrower did not obtain an


                                                          

                                                         4

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Assignee Lender with appropriate ratings within 90 days of such downgrade.  Upon
the effectiveness of any such termination,  (i) the Liquidity  Commitment Amount
shall  be  reduced  by a  corresponding  amount,  (ii)  the  Percentage  of each
Liquidity  Lender will be adjusted  accordingly and (iii) the Borrower shall pay
to such  terminated  Liquidity  Lender  in same  day  funds  on the date of such
termination the principal of and interest  accrued to the date of payment on the
Liquidity Advances made by such Liquidity Lender hereunder and all other amounts
accrued for such Liquidity  Lender's account or owed to it hereunder,  including
those amounts owed pursuant to Sections 5.3 through 5.6.

         SECTION 3.4. Borrowing Procedures. Borrowings of Revolving Advances and
Refunding Advances shall be made in accordance with this Section 3.4.

         SECTION  3.4.1.  Revolving  Advances.  (a) By  delivering  a  Borrowing
Request to the Agent for a borrowing  of  Revolving  Advances,  the Borrower may
irrevocably request, (i) in the case of LIBO Rate Advances, not later than 11:00
a.m., Atlanta time, three Business Days before a proposed Borrowing but not more
than five Business Days before a proposed  Borrowing that a Borrowing be made in
a minimum amount of $1,000,000 and an integral  multiple of $1,000,000,  or (ii)
in the case of Base Rate Advances,  not later than 11:00 a.m., Atlanta time, one
Business  Day prior to the date of a proposed  Borrowing  but not more than five
Business Days before a proposed Borrowing, that a Borrowing be made in a minimum
amount of $1,000,000 and an integral multiple of $100,000.  Upon receipt of each
Borrowing Request,  the Agent shall give to each Liquidity Lender notice thereof
on the Business Day of such receipt and of such Liquidity Lender's share of such
Borrowing.  On the terms and subject to the conditions of this  Agreement,  each
Borrowing  shall be comprised of the type of  Revolving  Advances,  and shall be
made on the Business Day, specified in such Borrowing Request.

         (b) Each  outstanding  Revolving  Advance shall mature on the Scheduled
Maturity Date.

         SECTION 3.4.2.  Refunding Advances.  (a) Subject to the requirements of
Section 6.3, the Conduit Lender (on any Business Day) may require each Liquidity
Lender to acquire all or part of any CP Rate Advance,  together with accrued and
unpaid interest  thereon.  The purchase price for such acquisition  shall be the
outstanding  principal  amount of such CP Rate  Advance  plus the amount of such
accrued  interest.  Such  acquisition  shall by funded by the Liquidity  Lenders
proportionately according to its Liquidity Commitment,  and each portion of a CP
Rate Advance so acquired by a Liquidity  Lender (and accrued  interest  thereon)
shall automatically  constitute the principal amount of a Refunding Advance made
by such Liquidity  Lender  hereunder,  without any further action by any Person.
The Agent  shall  notify  each  Liquidity  Lender  in  writing  or by  telephone
(telephone  notice to be confirmed in writing as soon as  practicable)  no later
than 11:00 a.m. on the date of any such acquisition  (which notice shall specify
the amount  required  to be funded by such  Liquidity  Lender).  Each  resulting
Refunding Advance shall initially be a Base Rate Advance.


                                                                      

                                                         5

<PAGE>



         (b) Each  outstanding  Refunding  Advance shall mature on the Scheduled
Maturity Date.

         SECTION 3.5.  Disbursement of Funds. On or before 2:30 p.m. (or, in the
case of a Refunding  Advance as of which the Agent gave notice to the  Liquidity
Lenders  after 11:00 a.m.,  on the proposed  Borrowing  date,  on or before 4:00
p.m.), Atlanta time, on the proposed Borrowing date, each Liquidity Lender shall
deposit  with the  Agent  same day funds in an  amount  equal to such  Liquidity
Lender's  Percentage  of  the  requested  Borrowing  of  Revolving  Advances  or
Refunding Advances,  as the case may be. Such deposit will be made to an account
which  the Agent  shall  specify  from  time to time by notice to the  Liquidity
Lenders.  No Liquidity  Lender's  obligation to make any  Revolving  Advances or
Refunding Advances, as the case may be, shall be affected by any other Liquidity
Lender's failure to make any Revolving  Advances or Refunding  Advances,  as the
case may be. Unless the Agent determines that any condition specified in Section
6.2, in the case of Revolving Advances, or Section 6.3, in the case of Refunding
Advances,  has not been  satisfied,  the Agent will remit the  aggregate  of the
amounts of (i) Refunding  Advances so made available by the Liquidity Lenders to
the account or accounts  designated  by the  Conduit  Lender and (ii)  Revolving
Advances so made available by the Liquidity  Lenders to the  Collection  Deposit
Account, in each case not later than 2:30 p.m., Atlanta time.

         SECTION 3.6. Continuation and Conversion Elections.  Subject to Section
6.4, by  delivering  a  Continuation/Conversion  Notice to the Agent (which will
give prompt  notice to the Liquidity  Lenders) on or before 11:00 a.m.,  Atlanta
time,  on a Business Day, the Borrower may from time to time  irrevocably  elect
(i) that (x) all or any  portion of Base Rate  Advances be  converted  into LIBO
Rate  Advances in a minimum  amount of  $1,000,000  and an integral  multiple of
$1,000,000 or (y) LIBO Rate Advances be continued as LIBO Rate Advances, in each
case,  on not less than three nor more than five  Business  Days' notice or (ii)
that all,  or any  portion in a minimum  amount of  $1,000,000  and an  integral
multiple  of  $1,000,000  of LIBO  Rate  Advances  be  converted  into Base Rate
Advances on not less than one nor more than three  Business Days' notice (in the
absence of delivery of a Continuation/Conversion Notice with respect to any LIBO
Rate  Advance  at least  three  Business  Days  before  the last day of the then
current Interest Period with respect  thereto,  such LIBO Rate Advance shall, on
such last day, automatically convert to a Base Rate Advance); provided, however,
that (i) each such  conversion  or  continuation  shall be pro  rated  among the
applicable outstanding Advances of all Liquidity Lenders, and (ii) no portion of
the outstanding  principal amount of any Liquidity Advances may be continued as,
or be  converted  into,  LIBO  Rate  Advances  when any  Amortization  Event has
occurred and is continuing.

         SECTION 3.7. LIBOR Funding. Each Liquidity Lender may, if it so elects,
fulfill its obligation to make, continue or convert LIBO Rate Advances hereunder
by causing  one of its  foreign  branches  or  Affiliates  (or an  international
banking facility created by such Liquidity Lender) to make or maintain such LIBO
Rate Advance;  provided,  however, that such LIBO Rate Advance shall nonetheless
be deemed to have been  made and to be held by such  Liquidity  Lender,  and the
obligation of the Borrower to repay such LIBO Rate Advance shall nevertheless be


                                                                    

                                                         6

<PAGE>



to such Liquidity  Lender for the account of such foreign  branch,  Affiliate or
international  banking facility.  In addition,  the Borrower hereby consents and
agrees  that,  for  purposes  of any  determination  to be made for  purposes of
Section  5.1,  5.2,  5.3 or 5.4,  it shall be  conclusively  assumed  that  each
Liquidity  Lender  elected to fund all LIBO Rate Advances by  purchasing  Dollar
deposits in the interbank Eurodollar market.

         SECTION 3.8. Notes. Each Liquidity  Lender's  Liquidity  Advances under
its Liquidity  Commitment  shall be evidenced by a Revolving Note or a Refunding
Note,  duly  executed  on behalf of the  Borrower,  payable to the order of such
Liquidity Lender in a maximum principal amount equal to such Liquidity  Lender's
Percentage of the original  Liquidity  Commitment  Amount.  The Borrower  hereby
irrevocably  authorizes  each  Liquidity  Lender  to make (or  cause to be made)
appropriate  notations on the grid attached to such Liquidity Lender's Notes (or
on any  continuation of such grid),  which  notations,  if made, shall evidence,
inter alia, the date of, the outstanding principal of, and the interest rate and
Interest Period  applicable to the Advances  evidenced  thereby.  Such notations
shall be conclusive and binding on the Borrower absent manifest error; provided,
however,  that the failure of any Liquidity  Lender to make any such notation or
any  error  in any  such  notation  shall  not  limit or  otherwise  affect  any
Obligation of the Borrower.

                                   ARTICLE IV

                            REPAYMENTS, PREPAYMENTS,
                             INTEREST AND FEES, ETC.

         SECTION 4.1.  Repayments and  Prepayments.  Subject to Section 9.2(ii),
the Borrower shall repay in full (x) the unpaid principal amount of each CP Rate
Advance  on the last day of the  Interest  Period  therefor,  and (y) the unpaid
principal  amount of each LIBO Rate  Advance  and each Base Rate  Advance on the
Scheduled  Maturity Date. Prior thereto,  repayments and prepayments of Advances
shall be made as set forth in this Section 4.1. Each  repayment or prepayment of
any  Advances  made  pursuant to this  Section  4.1 shall be without  premium or
penalty, except as may be required by Section 5.4.

         SECTION 4.1.1. Voluntary Prepayments. From time to time on any Business
Day, the Borrower may make a voluntary  prepayment,  in whole or in part, of the
outstanding principal of any Advances; provided, however, that

                  (a) the Borrower  shall:  (i) in the case of the prepayment of
         LIBO Rate  Loans,  give the Agent at least  three but no more than five
         Business  Days' prior written  notice of its intent to prepay such LIBO
         Rate Loans,  (ii) in the case of the  prepayment of Base Rate Advances,
         give the Agent at least two but no more than five Business  Days' prior
         written notice of its intent to prepay such Base Rate  Advances,  (iii)
         in the case of the  prepayment of CP Rate  Advances,  give the Agent at
         least two but no more than five Business  Days' prior written notice of
         its intent to prepay  such CP Rate  Advances;  and,  in each case,  the
         amount of such prepayment;

                                                                     

                                                         7

<PAGE>




                  (b) all  such  prepayments  shall be in an  aggregate  minimum
         amount of $1,000,000  and an integral  multiple of  $1,000,000  (or, if
         less, equal to the then outstanding  principal amount of all Advances);
         and

                  (c) all such  prepayments  shall be applied to the payment of,
         first,  Base Rate  Advances,  second  LIBO Rate  Loans  having the same
         Interest Period, and third CP Rate Advances.

         SECTION  4.1.2.  Mandatory  Prepayments.   (a)  Concurrently  with  any
reduction or termination of the Liquidity  Commitment Amount pursuant to Section
3.3,  all  Collections  available on such day as provided in Section 3.01 of the
Facility  Agreement shall be applied to repay so much of the Liquidity  Advances
(and  interest  accrued  thereon) as shall be  necessary  so that the  Aggregate
Outstanding  Liquidity Advances will not exceed the Liquidity  Commitment Amount
after giving  effect to such  termination  or reduction  and, to the extent such
Collections  are  not  sufficient  to pay  such  excess  (and  interest  accrued
thereon),  all subsequent  Collections  shall be applied to pay such excess (and
interest  accrued  thereon) until so paid.  Collections  not so applied shall be
applied as provided in Section 3.01 of the Facility Agreement.

         (b)  If  on  any  Weekly   Cut-Off  Date  prior  to  the   Amortization
Commencement Date a Borrowing Base Deficiency exists, all Collections  available
on such day as  provided  in Section  3.01 of the  Facility  Agreement;  and all
amounts  paid to the  Borrower  pursuant  to  Section  2.03(b)  of the  Purchase
Agreement,  shall be applied to (i) repay so much of the Liquidity Advances (and
interest  accrued  thereon) or (ii) repay so much of the CP Rate  Advances  (and
interest  accrued  thereon),  in each case,  as shall be necessary so that after
giving  effect  to  such  application  there  shall  be no such  Borrowing  Base
Deficiency  and,  to the  extent  such  Collections  or  other  amounts  are not
sufficient to pay such excess (and interest  accrued  thereon),  all  subsequent
Collections  shall be applied to pay such excess (and interest accrued thereon),
until so paid.

         (c) On each  Business  Day during the  Amortization  Period,  funds set
aside pursuant to Section 3.01 of the Facility Agreement in respect to principal
of Liquidity  Advances shall be applied to the payment of such principal at such
times and in such order as the Liquidity Agent shall specify.

         SECTION 4.2. Interest Provisions. Interest on the outstanding principal
amount of Advances  shall accrue and be payable in accordance  with this Section
4.2.

         SECTION 4.2.1. Liquidity Rates. Pursuant to an appropriately  delivered
Borrowing Request or Continuation/Conversion Notice, the Borrower may elect that
Liquidity Advances comprising a Borrowing accrue interest:

         (a) on that  portion  maintained  from  time  to  time  as a Base  Rate
Advance,  at a rate per annum equal to the Alternate Base Rate from time to time
in effect, or


                                                                    

                                                         8

<PAGE>



         (b) on that  portion  maintained  as a LIBO Rate  Advance,  during each
Interest Period or portion thereof applicable thereto, at a rate per annum equal
to the sum of the LIBO Rate (Reserve  Adjusted) for such Interest  Period plus a
margin of 0.425%.

         The "LIBO Rate (Reserve Adjusted)" means, relative to any Advance to be
made, continued or maintained as, or converted into, a LIBO Rate Advance for any
Interest Period, a rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) determined pursuant to the following formula:

       LIBO Rate = LIBO Rate (Reserve Adjusted) 1.00 - LIBOR Reserve Percentage

         The LIBO Rate (Reserve  Adjusted) for any Interest Period for LIBO Rate
Advances  will be  determined  by the Agent on the  basis of the  LIBOR  Reserve
Percentage in effect on, and the applicable  rates  furnished to and received by
the Agent from the Reference Lenders,  two Business Days before the first day of
such Interest Period, subject, however, to the provisions of Section 4.3.1.

         "LIBOR Reserve  Percentage" means,  relative to any Interest Period for
LIBO Rate Advances, the reserve percentage (expressed as a decimal) equal to the
maximum  aggregate  reserve  requirements   (including  all  basic,   emergency,
supplemental,   marginal  and  other   reserves  and  taking  into  account  any
transitional  adjustments or other  scheduled  changes in reserve  requirements)
specified  under  regulations  issued from time to time by the F.R.S.  Board and
then   applicable  to  assets  or   liabilities   consisting  of  and  including
"Eurocurrency  Liabilities",  as then  currently  defined in Regulation D of the
F.R.S.  Board,  having a term approximately equal or comparable to such Interest
Period.

         All LIBO Rate Advances shall bear interest from and including the first
day of the  applicable  Interest  Period to (but not  including) the last day of
such Interest  Period at the interest rate determined as applicable to such LIBO
Rate Advance.

         SECTION 4.2.2. CP Rates. CP Rate Advances shall accrue interest, during
each Interest Period or portion thereof applicable  thereto, at a rate per annum
equal to the CP Rate for such Interest Period.

         SECTION 4.2.3.  Post-Maturity  Rates.  After the date any amount of any
Advance  is due and  payable  (whether  on the  Scheduled  Maturity  Date,  upon
acceleration or otherwise),  or after any other monetary  Obligation  (including
without  limitation  any  obligation to pay interest) of the Borrower shall have
become due and payable, the Borrower shall pay, but only to the extent permitted
by law,  interest  (after as well as before  judgment) on such amounts at a rate
per annum equal to the interest  rate  otherwise  applicable to the borrowing to
which such defaulted payment relates plus a margin of 2%.

                                              

                                                         9

<PAGE>



         SECTION 4.3. Payments of Interest.  Accrued interest in respect of each
Advance  shall be  payable  in  arrears  (whether  by  acceleration,  demand  or
otherwise) on each payment date set forth below:

                  (a)      on the Scheduled Maturity Date therefor;

                  (b) with  respect to Base Rate  Advances,  on each  Settlement
         Date that  immediately  follows the Fiscal  Month most  recently  ended
         after such Base Rate Advance is made;

                  (c) with respect to LIBO Rate  Advances,  the last day of each
         applicable Interest Period (and, if such Interest Period shall exceed 3
         months,  on the last Business Day of the third, and if applicable,  six
         and ninth calendar months of such Interest Period);

                  (d) with  respect  to CP Rate  Advances,  the last day of each
         applicable Interest Period;

                  (e) in the case of any payment or  prepayment,  in whole or in
         part, of principal outstanding on any Advance, on the amount and on the
         date of such payment or prepayment;

                  (f) with  respect to Base Rate  Advances  converted  into LIBO
         Rate  Advances on a day when  interest  would not  otherwise  have been
         payable pursuant to clause (b), on the date of such conversion; and

                  (g) on that  portion of any Advances  the  Scheduled  Maturity
         Date of which is accelerated  pursuant to Section 9.2, immediately upon
         such acceleration.

Interest  accrued on Advances or other  monetary  Obligations  arising under the
Agreement or any other  Transaction  Document  after the date such amount is due
and payable  (whether on the  Scheduled  Maturity  Date,  upon  acceleration  or
otherwise) shall be payable upon demand.

         SECTION  4.3.1.  Interest Rate  Determination.  Each  Reference  Lender
agrees to furnish to the Agent timely information for the purpose of determining
each LIBO Rate. If any one or more of the Reference Lenders shall fail to timely
furnish such  information to the Agent,  the Agent shall determine the LIBO Rate
on the basis of the information furnished by the remaining Reference Lenders.

         SECTION 4.4. Fees. (a)  Commitment  Fee. The Borrower  agrees to pay to
the  Agent  for  the pro  rata  account  of each  Liquidity  Lender  an  ongoing
commitment  fee equal to 0.125% per annum of the aggregate  average daily excess
(if any) of the  Liquidity  Commitment  Amount  over the  aggregate  outstanding
principal  amount of the Advances,  such fee to accrue from the  Effective  Date
until the Liquidity  Commitment  Termination  Date.  The commitment fee shall be


                                                                       

                                                        10

<PAGE>



payable in arrears  for each month on the first  Weekly  Settlement  Date in the
following fiscal month.

         (b) Program Fee.  The Borrower  agrees to pay the Agent for the account
of the Conduit  Lender an ongoing  program fee equal to 0.1875% per annum of the
aggregate average daily outstanding  principal amount of CP Rate Advances,  such
fee to accrue from the  Effective  Date until the date,  following the Liquidity
Commitment  Termination  Date, on which the CP Exposure is reduced to zero.  The
program  fee shall be  payable  in arrears  for each  fiscal  month on the first
Weekly Settlement Date in the following fiscal month.

                                    ARTICLE V

                      OTHER TERMS RELATING TO THE ADVANCES

         SECTION 5.1. LIBO Rate Lending Unlawful.  If any Liquidity Lender shall
determine (which  determination  shall,  upon notice thereof to the Borrower and
the  Liquidity  Lenders,  be conclusive  and binding on the  Borrower)  that the
introduction  of or  any  change  in or in  the  interpretation  of  any  law or
regulation  makes  it  unlawful,  or any  central  bank  or  other  Governmental
Authority  asserts  that it is  unlawful,  for such  Liquidity  Lender  to make,
continue  or maintain  any  Liquidity  Advance  as, or to convert any  Liquidity
Advance into, a LIBO Rate Advance,  the obligation of such  Liquidity  Lender to
make,  continue,  maintain or convert any such Liquidity  Advance as a LIBO Rate
Advance  shall,  upon such  determination,  forthwith  be  suspended  until such
Liquidity  Lender shall  notify the  Liquidity  Agent and the Borrower  that the
circumstances  causing  such  suspension  no  longer  exist,  and all LIBO  Rate
Advances of such type shall automatically convert into Base Rate Advances at the
end of the then current  Interest  Periods with  respect  thereto or sooner,  if
required by such law or assertion.

         SECTION 5.2. Deposits  Unavailable.  If the Agent shall have determined
that

                  (a)  Dollar  deposits  in the  relevant  amount  and  for  the
         relevant  Interest Period are not available to all Reference Lenders in
         its relevant market; or

                  (b)  by  reason  of  circumstances   affecting  all  Reference
         Lenders' relevant market,  adequate means do not exist for ascertaining
         the interest rate applicable hereunder to LIBO Rate Advances,

then, upon notice from the Agent to the Borrower and the Liquidity Lenders,  the
obligations  of all Liquidity  Lenders under Section 3.4 and Section 3.6 to make
or continue any Liquidity Advance as, or to convert any Liquidity Advances into,
LIBO Rate Advances shall forthwith be suspended until the Agent shall notify the
Borrower  and  the  Liquidity  Lenders  that  the  circumstances   causing  such
suspension no longer exist.

         SECTION  5.3.  Increased  Fixed Rate Advance  Costs,  etc. The Borrower
agrees to reimburse  each Lender for any increase in the cost to such Lender of,
or any  reduction in the amount of any sum  receivable by such Lender in respect


                                                                   
                                                        11

<PAGE>



of, making,  continuing or maintaining  (or its obligation to make,  continue or
maintain)  any  Fixed  Rate  Advances  as  such,  or of  converting  (or  of its
obligation to convert) any  Liquidity  Advances  into LIBO Rate  Advances.  Such
Lender  shall  promptly  notify  the Agent and the  Borrower  in  writing of the
occurrence of any such event,  such notice to state, in reasonable  detail,  the
reasons  therefor and the additional  amount  required fully to compensate  such
Lender for such increased costs or reduced amount. Such additional amounts shall
be payable by the  Borrower  directly  to such  Lender  within  five days of its
receipt of such notice and such notice shall,  in the absence of manifest error,
be conclusive and binding on the Borrower.

         SECTION 5.4.  Funding  Losses.  In the event any Lender shall incur any
loss or  expense  (including  any loss or  expense  incurred  by  reason  of the
liquidation or  reemployment  of deposits or other funds acquired by such Lender
to make, continue or maintain any portion of the principal amount of any Advance
as a Fixed Rate Advance,  or to convert any portion of the  principal  amount of
any Liquidity Advance into a LIBO Rate Advance) as a result of

                  (a) any conversion or repayment or prepayment of the principal
         amount of any Fixed Rate  Advances  on a date other than the  scheduled
         last day of the Interest Period applicable thereto;

                  (b) any  Advances  not being made as a Fixed  Rate  Advance in
         accordance with the Borrowing Request therefor; or

                  (c)  any  Liquidity   Advances  not  being  continued  as,  or
         converted   into,   LIBO  Rate   Advances   in   accordance   with  the
         Continuation/Conversion Notice therefor,

then,  after notice of such Lender to the  Borrower  (with a copy to the Agent),
the Borrower  shall,  within five days of its receipt  thereof,  pay directly to
such Lender such amount as will (in the reasonable determination of such Lender)
reimburse such Lender for such loss or expense. Such written notice (which shall
include  calculations  in reasonable  detail) shall,  in the absence of manifest
error, be conclusive and binding on the Borrower.

         SECTION  5.5.  Increased  Capital  Costs.  If  any  change  in,  or the
introduction,  adoption,  interpretation or reinterpretation or phase-in of, any
law or regulation,  directive,  guideline,  decision or request  (whether or not
having  the  force  of law) of any  court,  central  bank,  regulator  or  other
Governmental  Authority  of competent  jurisdiction  affects or would affect the
amount of capital  required or expected  to be  maintained  by any Lender or any
Person  directly  or  indirectly   controlling  such  Lender,  and  such  Lender
reasonably  determines  (in its sole and absolute  discretion)  that the rate of
return on its or such  controlling  Person's  capital  as a  consequence  of its
Liquidity  Commitment or the Advances made by such Lender is materially  reduced
to a level below that which such Lender or such  controlling  Person  would have
achieved but for the occurrence of any such circumstance, then, in any such case
after  notice from time to time by such  Lender to the  Borrower,  the  Borrower
shall  immediately  pay  directly to such Lender or to such  controlling  Person
additional  amounts  sufficient  to compensate  such Lender or such  controlling


                                                                         

                                                        12

<PAGE>



Person for such  reduction  in rate of return.  A statement of such Lender as to
any such  additional  amount  or  amounts  (including  calculations  thereof  in
reasonable  detail),  shall, in the absence of manifest error, be conclusive and
binding on the Borrower.  In  determining  such amount,  such Lender may use any
method of averaging and attribution that it (in its reasonable discretion) shall
deem applicable.

         SECTION 5.6.   Taxes.  The Borrower agrees that:

                  (a) Any and all  payments by the Borrower  hereunder  shall be
         made free and clear of and without deduction for any and all current or
         future taxes, levies, imposts, deductions, charges or withholdings, and
         all liabilities  with respect  thereto,  excluding (i) taxes imposed on
         the net income of,  franchise  taxes  imposed on, and taxes (other than
         withholding  taxes)  imposed on the gross  receipts or gross income of,
         the Agent or any Lender (or any direct or  indirect  assignee  thereof,
         including a participation  holder or any other  transferee  pursuant to
         the  terms  of  this   Agreement   (any  such  entity  being  called  a
         "Transferee")) by the United States or any jurisdiction  under the laws
         of which the Agent or any such Lender (or  Transferee)  is organized or
         in which the office  through  which it makes its Advances is located or
         any political  subdivision thereof, (ii) taxes that would not have been
         imposed  if the only  connection  between  the Agent or any  Lender (or
         Transferee)  and  the   jurisdiction   imposing  such  taxes  were  the
         activities of the Agent or such Lender (or  Transferee)  pursuant to or
         in respect of this Agreement (including entering into, lending money or
         extending  credit  pursuant to,  receiving  payments under or enforcing
         this  Agreement)  and the  activities  of such party  pursuant to or in
         respect of similar  agreements  and (iii) in the case of a Lender other
         than a  Transferee,  the  amount of  withholding  taxes  imposed by the
         United States or any political  subdivision thereof ("U.S.  Withholding
         Taxes")  on a payment  hereunder  to such  Lender to the  extent of the
         amount of U.S.  Withholding  Taxes that would have been imposed on such
         payment  if such  payment  had been made to such  Lender on the date it
         became a party to this Agreement (all such nonexcluded  taxes,  levies,
         imposts,  deductions,   charges,  withholdings  and  liabilities  being
         hereinafter referred to as "Taxes").  If the Borrower shall be required
         by law to  deduct  any  Taxes  from or in  respect  of any sum  payable
         hereunder to any Lender (or any  Transferee) or the Agent,  (A) the sum
         payable shall be increased by the amount necessary so that after making
         all required deductions  (including deductions applicable to additional
         amounts  payable under this Section 5.6) such Lender (or Transferee) or
         the Agent, as the case may be, shall receive an amount equal to the sum
         it would  have  received  had no such  deductions  been  made,  (B) the
         Borrower shall make such  deductions and (C) the Borrower shall pay the
         full  amount  deducted  to  the  relevant  taxing  authority  or  other
         Governmental  Authority in accordance with  applicable  law;  provided,
         however,  that no  Transferee  shall be entitled to receive any greater
         payment under this clause (a) than the transferor  with respect to such
         Transferee  would have been  entitled  to receive  with  respect to the
         rights assigned,  participated or otherwise transferred pursuant to the
         terms of this  Agreement  except (x)  subject to the last  sentence  of
         Section  11.11.2,  to the extent that such greater  payment arises as a
         result  of  a  change  in  applicable   law,   regulation  or  official
         interpretation thereof, or an amendment,  modification or revocation of
         

                                                                        

                                                        13

<PAGE>



         any  applicable tax treaty or a change in official  position  regarding
         the application or interpretation  thereof (a "Change in Law"), in each
         case that is enacted,  executed,  promulgated or otherwise issued after
         the date of such assignment, participation or transfer, or, in the case
         of a Change in Law promulgated or issued in proposed form prior to such
         date,  that  becomes   effective  after  such  date,  or  (y)  if  such
         assignment,  participation  or  Advance  shall  have  been  made at the
         request of the Borrower.

                  (b) The  Borrower  shall pay any  current  or future  stamp or
         documentary taxes or any other excise or property (including intangible
         property) taxes, charges or similar levies which arise from any payment
         made hereunder or from the execution,  delivery or registration  of, or
         otherwise  with  respect to, this  Agreement  or any other  Transaction
         Document (all such taxes,  charges or similar levies being  hereinafter
         referred to as "Other Taxes").

                  (c) The Borrower shall  indemnify each Lender (or  Transferee)
         and the Agent for the full amount of Taxes and Other Taxes paid by such
         Lender  (or  Transferee)  or the  Agent,  as the case  may be,  and any
         liability   (including   penalties,   interest  and  expenses)  arising
         therefrom or with respect  thereto,  whether or not such Taxes or Other
         Taxes  were  correctly  or  legally  asserted  by the  relevant  taxing
         authority or other Governmental  Authority.  Such indemnification shall
         be made  within 30 days  after the later of (i) the date any Lender (or
         Transferee) or the Agent,  as the case may be, pays such Taxes or Other
         Taxes to the relevant taxing authority or other Governmental  Authority
         and (ii) the date on which written  demand is made in  accordance  with
         the following sentence.  Each Lender (or Transferee) or the Agent shall
         make  written  demand  for such  indemnification  no later than 30 days
         after the earlier of (i) the date on which such Lender (or  Transferee)
         or the Agent  makes such  payment of such Taxes or Other Taxes and (ii)
         the date on which such relevant taxing authority or other  Governmental
         Authority  makes written demand upon such Lender (or Transferee) or the
         Agent for payment of such Taxes or Other Taxes.

                  (d) If a Lender  (or  Transferee)  or the Agent  shall  become
         aware that it is  entitled  to receive a refund or credit in respect of
         Taxers or Other Taxes (including any penalties or interest with respect
         thereto) as to which it has been  indemnified by the Borrower  pursuant
         to this  Section  5.6,  it shall  promptly  notify the  Borrower of the
         availability  of such refund or credit and shall,  within 30 days after
         receipt of a request by the  Borrower,  apply for such refund or credit
         at the Borrower's  expense,  and in the case of an application for such
         refund or credit by the  Borrower,  shall,  if  legally  able to do so,
         deliver to the Borrower such certificates, forms or other documentation
         as  may  be  reasonably  necessary  to  assist  the  Borrower  in  such
         application.  If any Lender (or  Transferee) or Agent receives a refund
         or credit  in  respect  of any Taxes or Other  Taxes as to which it has
         been indemnified by the Borrower pursuant to this Section 5.6, it shall
         promptly notify the Borrower of such refund or credit and shall, within
         10 days after  receipt of such  refund or the  benefit of such  credit,
         repay  the  amount  of such  refund  or  enefit  of such  credit to the
         
                                                                           

                                                        14

<PAGE>



         Borrower  (to the extent of amounts that have been paid by the Borrower
         under this Section 5.6 with respect to Taxes or other Taxes giving rise
         to such refund or credit),  plus any  interest  received  with  respect
         thereto,  net of all  out-of-pocket  expenses  (including taxes imposed
         with  respect to such  refund,  credit or any  interest  received  with
         respect  thereto) of such Lender (or  Transferee)  or Agent and without
         interest  (other than  interest  actually  received  from the  relevant
         taxing authority or other  Governmental  Authority with respect to such
         refund or credit); provided that the Borrower, upon the request of such
         Lender (or  Transferee)  or Agent,  agrees to return the amount of such
         refund or credit (plus  penalties,  interest or other  charges) to such
         Lender  (or  Transferee)  or the Agent in the  event  such  Lender  (or
         Transferee  ) or the  Agent is  required  to repay  the  amount of such
         refund or credit to the relevant taxing authority or other Governmental
         Authority.  Nothing  contained  in this  clause (d) shall  require  any
         Lender (or  Transferee)  or the Agent to make  available any of its tax
         returns (or any other information  relating to its taxes which it deems
         to be confidential).

                  (e) Within 30 days  after the date of any  payment of Taxes or
         Other Taxes  withheld by the  Borrower in respect of any payment to any
         Lender (or  Transferee) or the Agent,  the Borrower will furnish to the
         Agent the original or a certified copy of a receipt  evidencing payment
         thereof  (or, if no such  receipt is provided  by the  relevant  taxing
         authority  or  other   Governmental   Authority,   other   satisfactory
         documentation evidencing payment of such Taxes or Other Taxes).

                  (f) Without  prejudice to the survival of any other  agreement
         contained  herein,  the  agreements and  obligations  contained in this
         Section 5.6 shall  survive the payment in full of the  principal of and
         interest on all Advances and all other amounts hereunder.

                  (g) On or before the date it becomes a party to this Agreement
         and from time to time  thereafter  as renewals are due, each Lender (or
         Transferee) that is organized under the laws of a jurisdiction  outside
         the United  States shall (but (x) in the case of a Transferee or (y) in
         the case of a Lender other than a  Transferee  only with respect to any
         renewal,  if  legally  able  to do so)  deliver  to the  Borrower  such
         certificates,  documents or other evidence,  as required by the Code or
         Treasury  Regulations  issued pursuant thereto,  including two original
         copies of Internal Revenue Service Form 1001 or Form 4224 and any other
         certificate or statement of exemption  required by Treasury  Regulation
         Section  1.1441-1,  1.1441-4 or 1.1441-6(c)  or any subsequent  version
         thereof or successors thereto,  properly completed and duly executed by
         such Lender (or Transferee)  establishing  that such payment is (i) not
         subject to United States Federal withholding tax under the Code because
         such payments are effectively connected with the conduct by such Lender
         (or Transferee) of a trade or business in the United States or (ii) (A)
         totally  exempt  from United  States  Federal  withholding  tax under a
         provision of an applicable  tax treaty or (B) other than in the case of
         a Lender  (other than a Transferee)  on the date such Lender  becomes a
         party to this Agreement,  subject to a reduced rate of such tax under a
         provision  of such a treaty.  Unless  the  Borrower  and the Agent have
         received forms or other documents  satisfactory to them indicating that
         such  payments  hereunder  are not  subject  to United  States  Federal
         

                                                                        

                                                        15

<PAGE>



         withholding  tax, the Borrower or the Agent shall  withhold  taxes from
         such payments at the applicable  statutory or treaty rate.  Each Lender
         (or  Transferee)  that is organized under the laws of the United States
         of America or any jurisdiction thereof shall deliver to the Borrower an
         original  copy of  Internal  Revenue  Service  Form W-9 (or  applicable
         successor form) properly completed and duly executed by such Lender (or
         Transferee).  Each  Lender  (or  Transferee)  and the Agent  shall,  if
         legally  able to do so,  and upon  written  reasonable  request  by the
         Borrower (or if a Lender (or  Transferee) or the Agent shall  otherwise
         become  aware  that  it is  legally  able  to  deliver  such  forms  or
         documentation,  within 30 days  after the date it  becomes  so  aware),
         deliver to the  Borrower  such other forms or  documentation  as may be
         appropriate  to minimize  any Taxes on payments  made  pursuant to this
         Agreement or Other Taxes; provided,  however, that nothing contained in
         this clause (g) shall require any Lender (or Transferee),  or the Agent
         to make available any tax returns (or any other information relating to
         its taxes that it deems confidential).

                  (h) The Borrower  shall not be required to pay any  additional
         amounts  to any  Lender (or  Transferee)  in  respect of United  States
         Federal withholding tax pursuant to this Section 5.6 to the extent that
         the obligation to pay such additional amounts would not have arisen but
         for a  failure  by such  Lender  (or  Transferee)  to  comply  with the
         provisions of clause (g).

                  (i) Each  Lender (or  Transferee)  shall  promptly  notify the
         Borrower  and the Agent of any  change in the office  through  which it
         makes its Advances to an office outside the United States. In the event
         any Lender (or  Transferee)  so changes  such  office,  such Lender (or
         Transferee)  shall not be entitled to receive any greater payment under
         this  Section  5.6 than such  Lender  (or  Transferee)  would have been
         entitled  to  receive  had such  change not  occurred,  unless (i) such
         greater  payment  arises  as a  result  of a  Change  in  Law  enacted,
         executed, promulgated or otherwise issued after the date of such change
         in such  office,  or,  in the case of a Change  in Law  promulgated  or
         issued in  proposed  form prior to such date,  that  becomes  effective
         after such date,  or (ii) such  change in such  office  shall have been
         made at the request of the Borrower.

                  (j) Any Lender (or Transferee) claiming any additional amounts
         payable  pursuant  to this  Section  5.6 shall use  reasonable  efforts
         (consistent with legal and regulatory  restrictions) to take any action
         to avoid or minimize any amounts that  otherwise  may be payable by the
         Borrower pursuant to this Section 5.6, including filing any certificate
         or document or changing  the  jurisdiction  of its  applicable  lending
         office,  provided  that  such  action  would  not,  in the  good  faith
         determination   of  such   Lender  (or   Transferee),   be   materially
         disadvantageous  to such Lender (or  Transferee)  (it being  understood
         that materiality for these purposes shall be determined by reference to
         the benefits received by such Lender under this Agreement).

                  (k)  Notwithstanding  any other  provision in this  Agreement,
         except  Section  5.5, as such  Section  relates to reserve,  deposit or
         similar  requirements  that take the form of a tax, Sections 11.10, and
         

                                                                           

                                                        16

<PAGE>



         8.1.4, or in any other Transaction Document,  this Section 5.6 provides
         the  exclusive  remedy to any Lender,  Transferee or other party hereto
         with  respect  to  taxes  under  this  Agreement  or  under  any  other
         Transaction Document.

         SECTION  5.7.  Payments,   Computations,   etc.  (a)  Unless  otherwise
expressly provided and subject to clause (b) below, all payments by the Borrower
pursuant to this Agreement,  the Notes and any other Transaction  Document shall
be made by the  Borrower  to the Agent for the pro rata  account of the  Lenders
entitled to receive such payment.  All such payments  required to be made to the
Agent by the Borrower shall be made, without setoff,  deduction or counterclaim,
not  later  than  2:30  p.m.,  Atlanta  time,  on the date  due,  in same day or
immediately  available  funds,  to such account as the Agent shall  specify from
time to time by notice to the Borrower.  Funds received after that time shall be
deemed to have been received by the Agent on the next  succeeding  Business Day.
The Agent shall  promptly  remit in same day funds to each Lender its share,  if
any, of such funds  received by the Agent for the  account of such  Lender.  All
interest  and fees shall be computed  on the basis of the actual  number of days
(including the first day but excluding the last day) occurring during the period
for which such interest or fee is payable over a year comprised of 360 days (or,
in the case of interest on a Base Rate Advance, 365 days or, if appropriate, 366
days).  Whenever any payment to be made shall otherwise be due on a day which is
not a Business  Day,  such payment  shall  (except as otherwise  required by the
definition of the term "Interest Period" with respect to Fixed Rate Advances) be
made on the next  succeeding  Business  Day and such  extension of time shall be
included  in  computing  interest  and fees,  if any,  in  connection  with such
payment.

         (b) During the Amortization  Period,  if no Trigger Event has occurred,
payments made in respect of principal of, or interest on, the Advances  shall be
applied  first to the  Aggregate  Outstanding  Liquidity  Advances,  and accrued
interest thereon, and second to the Aggregate Outstanding CP Rate Advances,  and
accrued interest  therein.  If a Trigger Event has occurred and the Amortization
Period is in effect,  (x) the Trigger  Percentage  of such payments of principal
and interest shall be applied to the Aggregate  Outstanding  Liquidity  Advances
and accrued  interest  thereon,  and (y) the  remainder  of such  principal  and
interest  shall be applied to the  Aggregate  Outstanding  CP Rate  Advances and
accrued interest thereon.

         SECTION 5.8. Sharing of Payments.  If any Liquidity Lender shall obtain
any payment or other recovery (whether voluntary, involuntary, by application of
setoff or otherwise) on account of any Liquidity Advance (other than pursuant to
the terms of Sections  5.3, 5.4, 5.5 and 5.6) in excess of its pro rata share of
payments then or therewith  obtained by all Liquidity  Lenders,  such  Liquidity
Lender shall purchase from the other Liquidity  Lenders such  participations  in
Liquidity  Advances made by them as shall be necessary to cause such  purchasing
Liquidity Lender to share the excess payment or other recovery with each of them
on a  pro  rata  basis,  computed  on  the  basis  of  each  Liquidity  Lender's
outstanding Liquidity Advances; provided, however, that if all or any portion of
the  excess  payment  or  other  recovery  is  thereafter  recovered  from  such
purchasing  Liquidity Lender, the purchase shall be rescinded and each Liquidity
Lender which has sold a participation  to the purchasing  Liquidity Lender shall
repay to the  purchasing  Liquidity  Lender the  purchase  price to the  ratable
extent of such recovery together with an amount equal to such selling Liquidity

                                                                     
                                                        17

<PAGE>



Lender's  ratable share (according to the proportion of : (a) the amount of such
selling  Liquidity  Lender's  required  repayment  to the  purchasing  Liquidity
Lender,  to (b) the total  amount so  recovered  from the  purchasing  Liquidity
Lender) of any  interest  or other  amount  paid or  payable  by the  purchasing
Liquidity Lender in respect of the total amount so recovered.

         The  Borrower  agrees  that  any  Liquidity   Lender  so  purchasing  a
participation from another Liquidity Lender pursuant to this Section may, to the
fullest extent permitted by law,  exercise all its rights of payment  (including
pursuant to Section 5.9) with respect to such  participation as fully as if such
Liquidity  Lender were the direct creditor of the Borrower in the amount of such
participation.  If under any applicable bankruptcy,  insolvency or other similar
law, any Liquidity  Lender receives a secured claim in lieu of a setoff to which
this Section applies,  such Liquidity  Lender shall, to the extent  practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Liquidity  Lenders entitled under this Section to share in the
benefits of any recovery on such secured claim.

         SECTION 5.9.  Setoff.  Each Lender  shall,  upon the  occurrence of any
Potential  Amortization  Event,  have the right to appropriate  and apply to the
payment  of the  Obligations  owing to it  (whether  or not then  due),  and (as
security  for such  Obligations)  the  Borrower  hereby  grants to each Lender a
continuing  security  interest  in,  any and all  balances,  credits,  deposits,
accounts  or moneys of the  Borrower  then or  thereafter  maintained  with such
Lender; provided,  however, that any such appropriation and application shall be
subject to the provisions of Section 5.8. Each Lender agrees  promptly to notify
the  Borrower and the Agent after any such setoff and  application  made by such
Lender; provided, however, that the failure to give such notice shall not affect
the  validity of such setoff and  application.  The rights of each Lender  under
this  Section are in  addition to other  rights and  remedies  (including  other
rights of setoff under applicable law or otherwise) which such Lender may have.

         SECTION 5.10.  Replacement of Liquidity Lenders. (a) If at any time the
credit rating assigned to the short-term  obligations of any Liquidity Lender by
S&P or Moody's is withdrawn or downgraded  below A-1 or P-1, as applicable,  the
Borrower may

                  (i) upon five Business Days' prior written notice given to the
         Agent  and  such  affected  Liquidity  Lender,  replace  such  affected
         Liquidity  Lender with (x) an Eligible  Assignee  and such  replacement
         shall  be  made in  accordance  with  clause  (b) of  Section  11.11.1;
         provided  that the consent of the Agent shall not be required  for such
         replacement  or  (y)  a  Liquidity  Lender  already  a  party  to  this
         Agreement, but no such replacement pursuant to this clause (i) shall be
         effective unless S&P and Moody's shall have confirmed in writing to the
         Borrower  and the Agent  that such  replacement  would not  result in a
         withdrawal or reduction of the rating on the Commercial  Paper Notes by
         S&P or Moody's below A-1 or P-1; or

                  (ii) request a Liquidity Advance from such affected  Liquidity
         Lender (the "Affected Liquidity Lender") in the amount of such affected
         Liquidity  Lender's  unfunded  Liquidity   Commitment  (such  Liquidity
         

                                                                        

                                                        18

<PAGE>



         Advance  shall  be  known  as a  "Prefunded  Advance")  if  each of the
         conditions  specified in Section 6.3.1 have been  satisfied and subject
         to the following:

                           (A) The  Prefunded  Advance  will be deposited by the
                  Affected Liquidity Lender into a segregated trust account (the
                  "Escrow Account") held by the Agent on behalf of such Affected
                  Liquidity Lender. On the date of any proposed  Borrowing,  the
                  Collateral Agent shall deposit with the Agent all or a portion
                  of the  Prefunded  Advance  in the  amount  of  such  Affected
                  Liquidity  Lender's  Percentage  of  the  requested  Borrowing
                  determined  in  accordance  with the  provisions  contained in
                  Section 3.5.

                           (B) After a Prefunded Advance has been made and prior
                  to the Refunding  Advance  Commitment  Termination  Date,  all
                  repayments  made by the  Borrower in respect of any  Borrowing
                  shall  be made  in  accordance  with  Section  5.7;  provided,
                  however,   that  instead  of  paying  the  Affected  Liquidity
                  Lender's pro rata share of all  principal  repayments  to such
                  Affected  Liquidity  Lender,  the Agent shall deposit all such
                  amounts into the Escrow Account.

                           (C)  Upon the  occurrence  of the  Refunding  Advance
                  Commitment Termination Date, the Collateral Agent shall return
                  to the Affected Liquidity Lender all amounts on deposit in the
                  Escrow Account.

                           (D) At the Borrower's option, the amounts held in the
                  Escrow  Account  shall bear interest at (i) the rate set forth
                  in Section 4.2.1(i)(a) or (ii)(a), as applicable,  or (ii) the
                  rate  set  forth  in  Section   4.2.1.(i)(b)  or  (ii)(b),  as
                  applicable,  and such interest payments shall be made into the
                  Escrow Account and payable in accordance with Section 4.3.

                           (E) The  Collateral  Agent  shall  invest or reinvest
                  amounts  held in the  Escrow  Account on any  Business  Day in
                  Permitted Investments pursuant to the written direction of the
                  Borrower  or its  designee.  All  earnings  in respect of such
                  Permitted   Investments  will  be  deposited  monthly  on  the
                  Business Day  preceding  each  Payment Date in the  Collection
                  Deposit  Account  and  will  be  available  to be  applied  in
                  accordance  with Section 3.01 of the Facility  Agreement.  The
                  Collateral  Agent  will not be  responsible  or liable for any
                  loss  resulting   from  the  investment   performance  of  any
                  investment or  reinvestment  of any amounts held in the Escrow
                  Account,  in  Permitted   Investments  or  from  the  sale  or
                  liquidation of any Permitted  Investments  in accordance  with
                  this Agreement.

                           (F) The Collateral  Agent may liquidate any Permitted
                  Investment when the Affected  Liquidity  Lender is required to
                  fund its Percentage of a requested  Borrowing.  The Collateral
                  Agent  agrees to use its best efforts to schedule the maturity
                  of such Permitted  Investments so as to avoid the necessity of
                  

                                                                            

                                                        19

<PAGE>



                  liquidating  any Permitted  Investment.  The Collateral  Agent
                  shall, with respect to all such Permitted Investments (i) make
                  such Permitted Investments in the name of, and payable to, the
                  Collateral  Agent  or its  nominee,  and (ii)  include  in the
                  Collateral  Agent's  books and records the notation  that such
                  Permitted  Investments are maintained pursuant to the Security
                  Agreement.  On each Settlement Date, all earnings  received on
                  the Permitted Investments in the Escrow Account maturing on or
                  prior to the  Settlement  Date which have not been  previously
                  deposited in the Escrow  Account  will be  deposited  into the
                  Escrow Account.

                           (G) All amounts deposited in the Escrow Account shall
                  be applied to the making of Liquidity  Advances in  accordance
                  with Sections 3.4, 3.5 and 3.6; or

         (b) In the event that (i) any Liquidity  Lender shall have refused (and
shall not have retracted  such refusal) to make available any Liquidity  Advance
on its part to be made available  hereunder,  other than solely as a result of a
failure of any condition set forth in Article VI to be satisfied (such condition
not having been  effectively  waived in accordance with the terms hereof);  (ii)
any  Liquidity  Lender shall have  notified the Agent or the Borrower (and shall
not have retracted such notification) that it does not intend to comply with any
of its  obligations  hereunder,  other than solely as a result of the failure of
any condition set forth in Article VI to be satisfied (such condition not having
been  effectively  waived  in  accordance  with the terms  hereof);  (iii) (A) a
receiver, trustee, conservator or other custodian shall have been appointed with
respect to any  Liquidity  Lender or its property at the direction or request of
any  regulatory  agency  or  authority  or  (B) an  order,  action,  process  or
proceeding  of the type  contemplated  by Section 7.6 shall be  commenced  by or
against such Liquidity  Lender (or such Liquidity Lender shall have consented to
any such order, action, process or proceeding), or (iv) the Borrower is required
pursuant to Sections  5.3 through 5.6 to make any payment to or on behalf of any
Liquidity  Lender (or  Transferee)  (or would be so  required on or prior to the
next following date on which a payment hereunder (other than pursuant to Section
5.6) is  required  to be made to or for any  such  Liquidity  Lender),  then the
Borrower shall have the right, at its own expense, upon notice to such Liquidity
Lender and the Agent,  to require  such  Liquidity  Lender,  and such  Liquidity
Lender hereby agrees to transfer and assign without recourse (in accordance with
and subject to the  restrictions  contained in Section 11.11) all the interests,
rights and obligations of such Liquidity Lender to an Eligible Assignee provided
by the Borrower;  provided,  however, that (i) no such assignment shall conflict
with any law, rule, regulation or Governmental  Authority,  (ii) such assignment
shall be without recourse, representation and warranty and shall be on terms and
conditions  reasonably  satisfactory to such replaced  Liquidity Lender and such
designated  financial  institution,  (iii)  the  purchase  price  paid  by  such
designated  financial  institution  shall be in an amount equal to the aggregate
amount of all Liquidity Advances owed to such replaced Liquidity Lender and (iv)
the Borrower or such  Eligible  Assignee,  as the case may be, shall pay to such
replaced  Liquidity  Lender in same day funds on the date of such assignment the
principal  of and  interest  accrued  to the date of  payment  on the  Liquidity
Advances made by such replaced  Liquidity Lender hereunder and all other amounts
accrued for such replaced  Liquidity  Lender's  account or owed to it hereunder,
including  those  amounts owed  pursuant to Sections  5.3 through 5.6.  Upon the


                                                                   

                                                        20

<PAGE>



effective date of such assignment,  such Borrower shall issue a replacement Note
or Notes, as the case may be, to such designated financial  institution and such
institution  shall  become a  "Liquidity  Lender"  for all  purposes  under this
Agreement and all other Transaction Documents.

         (c) The Borrower shall be permitted at any time to reduce the Liquidity
Commitment Amount in accordance with clause (a) of Section 3.3.

         SECTION 5.11.  Subordination.  The Agent and the Lenders agree that the
obligations  of the Borrower set forth in Sections 5.3, 5.4, 5.5, 5.6, 11.3, and
11.4 hereof shall be subordinate  in right of payment to the  obligations of the
Borrower to make payments of principal of and interest on the Advances and shall
constitute  claims  against  the  Borrower  only to the extent (if any) that the
assets of the Borrower are sufficient for the payment thereof in accordance with
the  distributions  of Collections and other amounts pursuant to Section 3.01 of
the Facility Agreement.

                                   ARTICLE VI

                              CONDITIONS PRECEDENT

         SECTION 6.1.  Conditions to Effectiveness.  This Agreement shall become
effective  on the date (the  "Effective  Date")  which shall be the first day on
which all of the conditions set forth in Section 6.1 have been satisfied.

         SECTION 6.1.1.  Resolutions.  The Agent shall have received: (i) a copy
of the  certificate  or  articles of  incorporation,  including  all  amendments
thereto,  of the Borrower and each Seller,  certified as of a recent date by the
Secretary  of  State of its  state of  incorporation,  and such  certificate  or
articles  shall be in form  and  substance  satisfactory  to the  Agent  and its
counsel,  and a  certificate  as to the good  standing of the  Borrower and each
Seller as of a recent date, from such Secretary of State;  (ii) a certificate of
the  Secretary or Assistant  Secretary of the Borrower and each Seller dated the
Effective Date and  certifying (A) that attached  thereto is a true and complete
copy of the Bylaws of such Person as in effect on the Effective  Date and at all
times since a date prior to the date of the resolutions  described in clause (B)
below,  (B) that attached  thereto is a true and complete copy of resolutions in
form and substance satisfactory to the Agent and its counsel and duly adopted by
the Board of Directors of such Person  authorizing  the execution,  delivery and
performance of each of the Transaction Documents to which such Person is a party
and the transactions  contemplated  thereby,  and that such resolutions have not
been modified,  rescinded or amended and are in full force and effect,  (C) that
the certificate or articles of incorporation of such Person has not been amended
since the date of the last  amendment  thereto shown on the  certificate of good
standing furnished pursuant to clause (i) above and (D) as to the incumbency and
specimen  signature of each officer  executing any  Transaction  Document or any
other document delivered in connection herewith on behalf of such Person;  (iii)
a certificate of another officer as to the incumbency and specimen  signature of
the  Secretary or Assistant  Secretary  executing  the  certificate  pursuant to
clause (ii) above;  and (iv) such other  documents  as the Agent or its counsel,


                                                                  

                                                        21

<PAGE>



Mayer, Brown & Platt, may reasonably request.

         SECTION  6.1.2.  Agreement.  The Agent  shall  have  received  executed
counterparts of this Agreement,  duly executed by the Borrower,  the Agent,  and
each Lender.

         SECTION 6.1.3. Notes. The Agent shall have received, for the account of
each Lender,  such  Lender's  Liquidity  Note or CP Rate Note duly  executed and
delivered by the Borrower; and the Company shall have executed and delivered the
Subordinated Note to BII, and shall have delivered a copy thereof to the Agent.

         SECTION 6.1.4.   UCC Filings.  The Agent shall have received

                  (a) duly executed Uniform Commercial Code financing statements
         (Form  UCC-1),  naming the  Borrower  as the debtor and the  Collateral
         Agent as the secured party, or other similar  instruments or documents,
         to be filed under the Uniform  Commercial Code of all  jurisdictions as
         may be necessary or, in the opinion of the Collateral Agent,  desirable
         to  perfect  the  security  interest  of the  Collateral  Agent  in the
         Collateral,  other than the Related Security constituting  inventory or
         other tangible property, pursuant to the Security Agreement; and

                  (b) a payout  letter from the Bank of Nova Scotia,  specifying
         the amount required to be paid as a condition to the termination of the
         1994  Liquidity  Agreement;  and  executed  copies  of  proper  Uniform
         Commercial Code Form UCC-3 termination statements, if any, necessary to
         release all Prior Liens (provided that such termination  statements may
         be held in escrow until  termination of the 1994  Liquidity  Agreement)
         and other  rights  of any  Person in any  collateral  described  in the
         Security Agreement previously granted by any Person, together with such
         other Uniform Commercial Code Form UCC-3 termination  statements as the
         Agent may reasonably request from the Borrower.

         SECTION  6.1.5.  Purchase  Agreement.  The Agent  shall  have  received
executed  counterparts  of  the  Purchase  Agreement  and  all  other  documents
delivered pursuant to Article III thereof, in form and substance satisfactory to
the Agent and its counsel.

         SECTION 6.1.6. Facility Agreement;  Security Agreement. The Agent shall
have received executed  counterparts of the Facility  Agreement and the Security
Agreement,  dated  the date  hereof,  and duly  executed  by the  Borrower,  the
Servicer, the Collateral Agent and the Agent.

         SECTION  6.1.7.  Effective  Date  Certificate.  The  Agent  shall  have
received an Effective  Date  Certificate,  dated the  Effective  Date,  and duly
executed  and  delivered  by an  Authorized  Officer of the  Borrower,  in which
Effective Date  Certificate,  the Borrower shall have  represented and warranted
that the  statements  made therein are true and correct as of the Effective Date
and that no Purchase Termination Event or Amortization Event has occurred and is


                                                                             

                                                        22

<PAGE>



continuing,  and, at the time such certificate is delivered,  the Agent shall be
satisfied that such  statements are in fact true and correct.  All documents and
agreements,  including  certain  Transaction  Documents,  shall  be in form  and
substance satisfactory to the Agent.

         SECTION 6.1.8.  Purchase  Agreement  Conditions.  All conditions to the
obligations of the Borrower and the Sellers under the Purchase  Agreement  shall
have been satisfied in all respects.

         SECTION 6.1.9. Licenses,  etc. The Collateral Agent shall have received
licenses, or the Collateral Agent shall otherwise be satisfied with its ability,
to use  any  computer  programs,  material  tapes,  disks,  cassettes  and  data
necessary or advisable to permit the collection of the Receivables by a servicer
without the participation of any Seller or the Borrower and the Agent shall have
reviewed and been satisfied with such materials.

         SECTION 6.1.10.  Lockbox Accounts and Concentration  Account. The Agent
shall have  received  evidence that the Lockbox  Accounts and the  Concentration
Account have been  established  and  maintained in accordance  with the terms of
this Agreement, the Security Agreement and the Facility Agreement, and the Agent
shall be satisfied with the arrangements for the collection of the Receivables.

         SECTION 6.1.11.  Policies. The Agent shall be satisfied with respect to
the Policies in effect as of the Effective Date.

         SECTION 6.1.12.  Board of Directors.  The Agent shall be satisfied with
the independence of the Borrower's independent director.

         SECTION  6.1.13.  Financial  Statements.  The Agent shall have received
audited financial statements,  including a balance sheet and income statement of
the Borrower for the period ended September 28, 1996.

         SECTION 6.1.14.  Solvency Certificate.  The Agent shall have received a
certificate,  dated the Effective Date, and duly executed by a Financial Officer
of the Borrower, in scope and substance satisfactory to the Agent, to the effect
that the  Borrower  will be  solvent  after  giving  effect to the  transactions
contemplated by this Agreement and the other Transaction Documents.

         SECTION 6.1.15.  Insurance. The Agent shall have received evidence that
all insurance  policies and coverages  required pursuant to Section 8.1.3 are in
effect.

         SECTION 6.1.16.  No Material Adverse Change. No material adverse change
in the condition  (financial or otherwise),  operations,  business,  properties,
assets or prospects of the Borrower  and its  Subsidiaries  shall have  occurred
from those set forth in the  consolidated  financial  statements  of BII and its
Subsidiaries for the period ending June 28, 1997.


                                                                          

                                                        23

<PAGE>



         SECTION 6.1.17. Legal Opinions. The Agent shall have received favorable
written opinions,  dated the Effective Date, and addressed to the Lenders,  from
the  general  counsel to the  Borrower,  substantially  in the form of Exhibit I
hereto.

         SECTION 6.1.18. Certification as to Separateness.  The Agent shall have
received a  certificate  in the form of Exhibit K hereto of the Chief  Financial
Officer of BII (which certificate shall relate to circumstances in effect on the
date hereof).

         SECTION 6.1.19. Closing Fees. The Agent shall have received for its own
account and for the account of the Lenders any fees due and payable  pursuant to
any fee letters or commitment letters entered into with the Lenders.

         SECTION  6.1.20.  Satisfactory  Legal Form.  All documents  executed or
submitted  pursuant hereto by or on behalf of the Borrower shall be satisfactory
in form and  substance to the Agent and its  counsel;  the Agent and its counsel
shall  have  received  all  information,   approvals,   opinions,  documents  or
instruments as the Agent or its counsel may reasonably request.

         SECTION 6.2.  Conditions  to the Making of Each  Revolving  Advance and
Each CP Rate  Advance.  The  obligation  of any  Liquidity  Lender  to make  any
Revolving  Advance  and (if the Conduit  Lender  elects to do so) of the Conduit
Lender to make any CP Rate Advance  hereunder are subject to the satisfaction of
the following conditions:

         SECTION  6.2.1.  Representations  and  Warranties.  On the  date of the
making of such  Revolving  Advance or CP Rate  Advance and after  giving  effect
thereto,  the  representations  and warranties of the Borrower set forth in this
Agreement  or any other  Transaction  Documents  to which it is a party shall be
true and correct with the same effect as if then made  (unless  stated to relate
solely to an earlier date,  in which case such  representations  and  warranties
shall be true and correct as of such earlier date).

         SECTION 6.2.2. No Amortization Event. At the time of the making of such
Revolving  Advance or CP Rate Advance and after  giving  effect  thereto,  there
shall have  occurred and be continuing  no  Amortization  Event and no Potential
Amortization Event.

         SECTION  6.2.3.  No Bankruptcy  Proceeding.  No  Amortization  Event or
Potential  Amortization  Event of the type  described in Section 9.1.7  (without
giving  effect to the 60 day grace  periods  referred  to  therein)  shall  have
occurred and be continuing.

         SECTION  6.2.4.  No  Borrowing  Base   Deficiency.   A  Borrowing  Base
Deficiency  shall not exist after giving effect to the  application  of funds in
accordance  with Section 3.01 of the Facility  Agreement  and the making of such
Revolving  Advance  or CP Rate  Advance  would not  result in a  Borrowing  Base
Deficiency.

         SECTION 6.2.5.  Receipt of Weekly Report. The Agent shall have received
(i) the Weekly  Report  due on the date of the  initial  Advance  and the Weekly
Report due on any date on which the aggregate  principal  amount of  outstanding


                                                                            

                                                        24

<PAGE>



Advances increases and (ii) a Monthly Settlement  Statement for the Fiscal Month
relating to the Monthly  Settlement  Date occurring on or immediately  preceding
such date.

         SECTION  6.2.6.  Borrowing  Request.  The Agent  shall have  received a
Borrowing Request for such Borrowing.

         SECTION 6.2.7. Initial Funding.  Prior to the initial Revolving Advance
or CP Rate Advance, each of the following shall be true:

                  (i) The Bank of Nova Scotia, as Agent under the 1994 Liquidity
         Agreement,   shall  have  released  the  UCC-3  termination  statements
         described  in Section  6.1.4 and shall have taken such other  action as
         the Agent shall reasonably request to terminate the Prior Liens; and

                  (ii)  the  Concentration  Bank  Letter  and the  Lockbox  Bank
         Letters shall be in full force and effect, and the lockbox arrangements
         made in connection  with the 1994 Liquidity  Agreement  shall have been
         terminated.

         SECTION  6.3.  Conditions  Precedent  to the  Making of Each  Refunding
Advance.  The  obligation of any  Liquidity  Lender to acquire a CP Rate Advance
(thereby  effecting a Refunding Advance) shall be subject to the satisfaction of
the following conditions at the time of such acquisition:

         SECTION  6.3.1.  No  Bankruptcy.  No bankruptcy  proceeding of the type
described  in this Section  6.3.1(a) or (b) with  respect to the Conduit  Lender
shall have occurred and (after giving effect to all applicable grace periods) be
continuing:

         (a) (i) a court  having  jurisdiction  in the  premises  shall  enter a
decree or order for relief in respect of the  Conduit  Lender in an  involuntary
case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect,  which decree or order is not stayed, or
any other similar relief shall be granted under any applicable  federal or state
law; or (ii) an involuntary  case is commenced  against the Conduit Lender under
any applicable  bankruptcy,  insolvency or other similar law now or hereafter in
effect; or a decree or order of a court having  jurisdiction in the premises for
the appointment of a receiver, liquidator,  sequestrator,  trustee, custodian or
other officer having similar  powers over the Conduit  Lender,  or over all or a
substantial  part of its  respective  property,  shall have been entered;  or an
interim receiver,  trustee or other custodian of the Conduit Lender for all or a
substantial  part of its respective  property is involuntarily  appointed;  or a
warrant of  attachment,  execution  or similar  process  is issued  against  any
substantial  part of the property of the Conduit Lender,  and the continuance of
any such  events  in  subclause  (ii) for 60 days  unless  dismissed,  bonded or
discharged; or


                                                                        

                                                        25

<PAGE>



         (b) the  Conduit  Lender  shall have an order for relief  entered  with
respect to it or shall commence a voluntary  case under the  Bankruptcy  Code or
any applicable  bankruptcy,  insolvency or other similar law now or hereafter in
effect,  or shall consent to the entry of an order for relief in any involuntary
case  to a  voluntary  case,  under  any  such  law,  or  shall  consent  to the
appointment of or taking  possession by a receiver,  trustee or other  custodian
for all or a  substantial  part of its  property;  or the making by the  Conduit
Lender of any  assignment  for the benefit of  creditors;  or the  inability  or
failure of the Conduit Lender, or the admission by the Conduit Lender in writing
of its  inability  to pay,  its debts as such debts  become due; or the Board of
Directors of the Conduit Lender (or any committee thereof) adopts any resolution
or otherwise authorizes action to approve any of the foregoing.

         SECTION 6.3.2. Availability. The principal amount of the Refunding Loan
being requested,  when added to the Aggregate  Outstanding Liquidity Advances as
of the close of business on the date of such  Refunding  Advance does not exceed
the Available Liquidity Commitment.

         SECTION 6.4. Conditions Precedent to Continuation/Conversion Roll-Over.
The ability of the Borrower to continue any Liquidity Advance, or to convert any
Liquidity  Advance,  into a  Liquidity  Advance of a  different  type,  shall be
subject  to the  satisfaction  of the  following  condition  at the time of such
continuation or conversion:  the  representations and warranties of the Borrower
set forth in Section 7.19 of this Agreement shall be true and correct as if then
made.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

         To induce the Lenders and the Agent to enter into this Agreement and to
make Advances  hereunder,  the Borrower represents and warrants to the Agent and
each Lender as set forth in this Section 7.1.

         SECTION  7.1.  Organization;  Powers.  The  Borrower  (a) is a  limited
purpose corporation duly organized,  validly existing and in good standing under
the laws of the State of Delaware whose activities are restricted to the matters
of the  nature  contemplated  or  permitted  by this  Agreement  and  the  other
Transaction Documents,  (b) has at least one independent director who (i) is not
a direct,  indirect  or  beneficial  stockholder  (other  than as an investor in
mutual  funds  which hold an  interest  in the stock of any member of the Parent
Group), officer, director, employee,  Affiliate,  supplier or direct customer of
any member of the Parent Group and (ii) does not serve as trustee in  bankruptcy
for any member of the Parent Group,  (c) has all requisite  corporate  power and
authority  to own its  property  and assets and to carry on its  business as now
conducted  and as proposed to be  conducted,  (d) is qualified to do business in
every  jurisdiction  where such  qualification  is  required,  except  where the
failure  to be so  qualified  will not have a  material  adverse  effect  on the
conduct of the business assets, operations,  condition (financial or otherwise),
properties  or prospects of the Borrower,  and (e) has the  corporate  power and


                                                                     

                                                        26

<PAGE>



authority  to execute,  deliver and  perform its  obligations  under each of the
Transaction  Documents  and each  other  agreement  or  instrument  contemplated
thereby to which it is or will be a party,  and to consummate  the  transactions
contemplated hereby and thereby.

         SECTION 7.2.  Ownership;  Subsidiaries.  All the issued and outstanding
capital  stock of the Borrower (i) has been  validly  issued,  is fully paid and
non-assessable and is owned of record and (ii) except as otherwise  permitted by
Section 8.2.14, is owned, legally and beneficially,  by BII. The Borrower has no
Subsidiaries and owns no capital stock of, or other interest in, any Person.

         SECTION 7.3. Authorization.  The execution, delivery and performance by
the Borrower of each of the  Transaction  Documents and the  consummation of the
other transactions contemplated hereby and thereby (a) have been duly authorized
by all requisite corporate and, if required, stockholder action and (b) will not
(i)  violate  any  provision  of  law  applicable  to  it,  its  Certificate  of
Incorporation or Bylaws, or any order,  judgment or decree of any court or other
agency of government binding on it, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any of its
Contractual  Obligations,  (iii) result in or require the creation or imposition
of any Lien upon any of its properties or assets (except as  contemplated by the
Transaction  Documents)  or (iv)  require any  approval of  stockholders  or any
approval  or consent of any  Persons  under any  Contractual  Obligation  of the
Borrower or any member of the Parent  Group,  except for (A) such  approvals  or
consents  which will be  obtained  on or before the  Effective  Date and are set
forth in Schedule II and (B) such  violations,  conflicts,  breaches,  Liens and
defaults which would not have, and such approvals the absence of which would not
have,  a material  adverse  effect on (1) the  business,  operations,  property,
assets or condition  (financial or otherwise) of the Borrower,  (2) the validity
or enforceability  of, or the ability of the Borrower to perform its obligations
under, the Transaction Documents or (3) the validity, enforceability or priority
of the Liens created by the Purchase Agreement,  this Agreement and the Security
Agreement.

         SECTION  7.4.  Governmental  Consents.  The  execution,   delivery  and
performance by the Borrower of each Transaction Document and the consummation of
the transactions contemplated hereby and thereby do not and will not require any
registration  with,  consent or approval  of, or notice to, or other  action to,
with or by, any federal,  state or other  Governmental  Authority except for (i)
the UCC financing statements referred to in clause (a) of Section 6.1.4 and (ii)
filings, consents, notices,  authorizations,  and approvals the absence of which
would  not have a  material  adverse  effect  on (A) the  business,  operations,
property,  assets or condition (financial or otherwise) of the Borrower, (B) the
validity or  enforceability  of, or the  ability of the  Borrower to perform its
obligations under, the Transaction Documents or (C) the validity, enforceability
or priority of the Liens  created by the  Purchase  Agreement  and the  Security
Agreement.

         SECTION 7.5.  Binding  Obligations.  This  Agreement  is, and the other
Transaction  Documents  to which the  Borrower  is a party,  when  executed  and
delivered  will be, the legally valid and binding  obligations  of the Borrower,
enforceable  against the Borrower in  accordance  with their  respective  terms,


                                                                  

                                                        27

<PAGE>



except as enforcement may be limited by bankruptcy, insolvency,  reorganization,
moratorium or similar laws relating to or limiting  creditors'  rights generally
or by equitable principles relating to enforceability.

         SECTION  7.6.  Litigation;  Adverse  Facts.  There is no action,  suit,
proceeding,  governmental  investigation  of which the Borrower has knowledge or
arbitration  (whether or not purportedly on behalf of the Borrower) at law or in
equity or before  or by any  federal,  state,  municipal  or other  governmental
department,  commission,  board, bureau, agency or instrumentality,  domestic or
foreign,  pending or, to the  knowledge of the Borrower,  threatened  against or
affecting the Borrower or any of its property  thereof which would reasonably be
expected  to have a material  adverse  effect on (i) the  business,  operations,
property, assets or condition (financial or otherwise) of the Borrower, (ii) the
validity or  enforceability  of, or the  ability of the  Borrower to perform its
obligations   under,   the   Transaction   Documents  or  (iii)  the   validity,
enforceability  or priority of the Liens  created by the Purchase  Agreement and
the Security Agreement.

         SECTION 7.7.  Investment  Company Act;  Public Utility  Holding Company
Act. The Borrower is not (a) an "investment  company" or an "affiliated  person"
of, or "principal  underwriter" or "promoter" for, an "investment  company",  as
such terms are  defined  in, or  subject to  regulation  under,  the  Investment
Company  Act of 1940 or (b) a "holding  company"  as  defined  in, or subject to
regulation   under,  the  Public  Utility  Holding  Company  Act  of  1935.  The
transactions  contemplated by this Agreement and the other Transaction Documents
will not violate any  provision  of such Acts or any rule,  regulation  or order
issued by the Securities and Exchange Commission thereunder.

         SECTION 7.8.  Financial  Information.  All financial  statements of the
Borrower furnished to the Lenders pursuant to Section 6.1.16 and clauses (b) and
(c) of Section 8.1.5 have been prepared in  accordance  with GAAP,  consistently
applied,  and present fairly the financial condition of the Borrower,  as at the
dates thereof and the results of its operations for the periods then ended.

         SECTION 7.9. Financing  Statements.  Except for financing statements as
to which  releases  have been  provided to the Agent (as  specified  in Sections
6.1.4  and  6.2.7),  there  is no  effective  financing  statement  (or  similar
statement or instrument of registration  under the law of any  jurisdiction) now
on file or registered in any public office filed by or on behalf of the Borrower
or the Sellers  covering  any interest of any kind in the  Receivables,  and the
Borrower  will not  execute  nor will there be on file in any public  office any
effective   financing   statement   (or  similar   statement  or  instrument  of
registration  under the laws of any  jurisdiction)  relating to the Receivables,
except,  in each case,  for (i) any  financing  statements  filed by the Sellers
pursuant to the  Purchase  Agreement,  (ii) any  financing  statements  filed in
respect of and covering the interests of the  Collateral  Agent  pursuant to the
Security  Agreement  and  (iii)  financing  statements  for  which a Form  UCC-3
termination  statement has been delivered to the Agent pursuant to clause (b) of
Section 6.1.4.


                                                              

                                                        28

<PAGE>



         SECTION 7.10.  Filings.  All filings and recordings (other than the UCC
financing  statements and termination  statements described in Section 6.1 which
duly executed  financing  statements and  termination  statements will have been
delivered to the Agent by the Effective  Date) required to perfect the undivided
interests  of the  Lenders in the  Receivables  (other than  Receivables  having
Obligors  resident in Canada) will have been  accomplished by the Effective Date
and will be in full  force and  effect;  provided,  however,  that the  Borrower
agrees promptly upon the request of the Collateral Agent (which request shall be
at the direction of the Required Lenders) to perfect the undivided  interests of
the Lenders in such  Receivables  having obligors  resident in Canada if (i) the
amount  of  Required  Reserves  on any day  exceeds  15% of the face  amount  of
Eligible  Receivables  on such day or (ii) a  Potential  Amortization  Event has
occurred.

         SECTION 7.11. Location of Office and Records. As of the Effective Date,
(a) the chief place of business and chief executive  offices of the Borrower are
located at such address in Nevada as is provided by the Borrower to the Agent on
the  Effective  Date  and (b) the  offices  where  the  Borrower  keeps  all the
documents, agreements, books and records relating to the Receivables are located
at the locations specified on Schedule V to the Purchase Agreement.

         SECTION  7.12.  No Other Liens.  The Borrower has, at the Closing Date,
immediately  prior to the  conveyance to the  Collateral  Agent  pursuant to the
Security  Agreement,  sole legal  title to the  Receivables  existing  as of the
Closing Date and the Borrower will have,  immediately prior to the conveyance to
the  Collateral  Agent  pursuant to the Security  Agreement  of the  Receivables
transferred  to the Borrower  after the Closing  Date,  sole legal title to such
Receivables, and none of the Receivables are subject to any Lien (other than the
Prior Liens,  which shall be released within 14 days of the Effective  Date), or
other claim of any kind or to any offset,  counterclaim  or defense of any kind,
other than Liens created pursuant to the Transaction Documents or asserted by an
Obligor in its capacity as such.

         SECTION  7.13.  Security  Agreement.  The Liens created in favor of the
Collateral  Agent for the  benefit of the  Secured  Parties  (as  defined in the
Security Agreement) under the Security Agreement will, at all times on and after
the Closing Date (except for the Prior Liens,  which shall be terminated  within
the 14 days of the Effective Date), constitute first priority perfected security
interests in the Collateral as security for payment of the Obligations,  and the
Collateral will not be subject to any Liens, other than the Prior Liens.

         SECTION 7.14. Liens on Assets.  There are no Liens of any nature on any
of the property or assets of the Borrower,  except the Liens created pursuant to
the  Transaction  Documents and the Prior Liens.  The Borrower is not a party to
any contract,  agreement,  lease or instrument the performance of which,  either
unconditionally  or upon the  happening of any event,  will result in or require
the  creation  of a Lien on any of the  property  or assets of the  Borrower  or
otherwise result in a violation of any of the Transaction  Documents.  The Prior
Liens will be released within 14 days of the Effective Date.

         SECTION  7.15.  No  Amortization  Event.  On the date hereof and on the
Effective  Date,  there exists no Amortization  Event or Potential  Amortization
Event.

                                                              

                                                        29

<PAGE>




         SECTION 7.16.  Collateral Agent Can Perform. The Collateral Agent shall
have been furnished  with all materials and data  necessary to permit  immediate
collection of the Receivables by the Collateral  Agent, or any party  designated
by the Collateral Agent, without the participation of any Seller or the Borrower
in such collection.

         SECTION  7.17.  The  Borrower as Distinct  Legal  Entity.  The Borrower
acknowledges and confirms that each Seller has also acknowledged in the Purchase
Agreement,  that the parties are  entering  into the  transactions  contemplated
herein and in the other  Transaction  Documents  in reliance  on the  Borrower's
identity as a legal entity  separate and distinct  from the other members of the
Parent Group.

         SECTION  7.18.  Disclosure.  (a) No  representation  or warranty of the
Borrower  contained in this Agreement,  any other Transaction  Document,  or any
other document, certificate or written statement furnished to the Lenders or the
Agent  by  or on  behalf  of  the  Borrower  for  use  in  connection  with  the
transactions  contemplated by this Agreement  (including any Settlement  Report)
contains any untrue  statement  of a material  fact or omits to state a material
fact (known to the  Borrower in the case of any  document  not  furnished by it)
necessary  in order to make the  statements  contained  herein  or  therein  not
misleading.  Any  reaffirmation of the foregoing  sentence is subject to (i) any
change in the facts and conditions on which such  representations and warranties
are based, which changes are required or permitted under this Agreement and (ii)
any disclosure made by the Borrower  pursuant to Article VIII in connection with
the Advances  contemplated in this Agreement,  which Advance occurred prior to a
reaffirmation  of the  representation  and warranty  set forth in the  foregoing
sentence;  provided, however, that in all cases no representation or warranty of
the Borrower contained in this Agreement, any Transaction Document, or any other
document,  certificate  or written  statement  furnished to the Lenders by or on
behalf  of  any  such  Person  for  use  in  connection  with  the  transactions
contemplated by this Agreement  contained at the time made any untrue  statement
of a material  fact or omitted at the time made to state a material  fact (known
to any such Person in the case of any document not furnished by it) necessary in
order to make the statement contained herein or therein not misleading.

         (b) Each  Receivable  described in a  Settlement  Report as an Eligible
Receivable  satisfied,  as of the date of such report,  the  requirement  of the
definition of "Eligible Receivable."

         SECTION 7.19. No Material  Adverse  Change.  (a) On the Effective Date,
there has been no material  adverse  condition or material  adverse change in or
affecting the business, assets, liabilities, operations, condition (financial or
otherwise)  or  prospects of the  Borrower  from those shown in the  information
referred to in Section 7.18.

         (b) Since the Effective  Date,  there has been no adverse  condition or
adverse change in or affecting the business,  assets,  liabilities,  properties,
operations or condition (financial or otherwise) of the Borrower.


                                                                           

                                                        30

<PAGE>



         SECTION  7.20.  Solvency.  Both prior to and after giving effect to the
transactions  occurring on the Closing  Date,  and after  giving  effect to each
subsequent transaction contemplated hereunder,

                  (a) the fair  value of the  assets of the  Borrower  at a fair
         valuation,  will  exceed  the  debts  and  liabilities,   subordinated,
         contingent or otherwise, of the Borrower;

                  (b) the present  fair  saleable  value of the  property of the
         Borrower  will be greater  than the amount that will be required to pay
         the  probable  liability  of  the  Borrower  on  its  debts  and  other
         liabilities,  subordinated,  contingent or otherwise, as such debts and
         other liabilities become absolute and matured;

                  (c)  the   Borrower   will  be  able  to  pay  its  debts  and
         liabilities,  subordinated,  contingent or otherwise, as such debts and
         liabilities become absolute and matured; and

                  (d) the Borrower will not have unreasonably small capital with
         which to conduct the business in which  engaged as such business is now
         conducted and is proposed to be conducted.

The Borrower does not intend to, and does not believe that it will,  incur debts
beyond its ability to pay such debts as they  mature,  taking  into  account the
timing of and amounts of cash to be received by it and the timing of the amounts
of cash to be payable on or in respect of its Indebtedness.

         SECTION  7.21.  Employee  Benefit  Plans.  (a)  The  Borrower  and  its
respective ERISA Affiliates are in compliance in all material  respects with all
applicable provisions of ERISA and the regulations and published interpretations
thereunder with respect to all Pension Plans and Multiemployer Plans.

                  (b) No ERISA  Termination  Event has occurred or is reasonably
         expected to occur with respect to any Pension Plan.

                  (c) The sum of the  amount  of  unfunded  benefit  liabilities
         under all Pension Plans  (excluding each Pension Plan with an amount of
         unfunded  benefit  liabilities  of  zero  or  less)  is not  more  than
         $150,000,000.

                  (d) None of the  Borrower or any of its ERISA  Affiliates  has
         incurred or reasonably expects to incur any withdrawal  liability under
         Title IV of  ERISA to any  Multiemployer  Plan or  Multiemployer  Plans
         individually or in the aggregate in excess of $25,000,000.

                  (e) None of the  Borrower or any of its ERISA  Affiliates  has
         received any  notification  that any  Multiemployer  Plan is reasonably
         expected  to be in  reorganization  or to  be  terminated,  where  such
         reorganization  or  termination  has  resulted  or  can  reasonably  be
         
                                                                         

                                                        31

<PAGE>



         expected to result in an increase in the  contributions  required to be
         made to such  plan that  would  materially  and  adversely  affect  the
         financial condition of the Parent Group taken as a whole.

                  (f) As used in this Section 7.21, the term "amount of unfunded
         benefit  liabilities" has the meaning specified in Section  4001(a)(18)
         of ERISA.

         SECTION 7.22.  Regulations  G, U, and X. The Borrower is not engaged in
the  business  of  extending  credit for the purpose of  purchasing  or carrying
margin  stock,  and no proceeds of any Advances will be used for a purpose which
violates,  or would be inconsistent  with,  F.R.S.  Board Regulation G, U, or X.
Terms for which  meanings are provided in F.R.S.  Board  Regulation G, U or X or
any regulations  substituted  therefor, as from time to time in effect, are used
in this Section with such meanings.

         SECTION 7.23. Taxes. The Borrower has filed all tax returns and reports
required by law to have been filed by it and has paid all taxes and governmental
charges  thereby  shown to be owing,  except any such taxes or charges which are
being  diligently  contested in good faith by  appropriate  proceedings  and for
which adequate reserves shall have been set aside on its books.


                                  ARTICLE VIII

                                    COVENANTS

         SECTION 8.1. Affirmative  Covenants.  The Borrower covenants and agrees
with the Agent  and each  Lender  that,  until all  Liquidity  Commitments  have
terminated and all Obligations  have been paid or performed in full,  unless the
Required Lenders shall otherwise  consent in writing,  the Borrower will perform
the covenants set forth in this Section 8.1.

         SECTION  8.1.1.  Existence.  The Borrower will or will cause to be done
all things  necessary to  preserve,  renew and keep in full force and effect its
legal existence and maintain such legal existence separate from the Sellers.

         SECTION 8.1.2. Business and Properties. The Borrower will or will cause
to be done all things necessary to obtain,  preserve,  renew, extend and keep in
full force and effect the rights, licenses, permits, franchises, authorizations,
patents,  copyrights,  trademarks,  trade names and all consents material to the
conduct of its business; maintain and operate such business in substantially the
manner in which it is currently  conducted and operated;  comply in all material
respects with all applicable laws, rules, regulations and orders of any federal,
state or other  governmental or regulatory  authority,  whether now in effect or
hereafter  enacted;  at all times maintain and preserve all property material to
the conduct of such  business  and keep such  property in good  repair,  working
order  and  condition  and from  time to time  make,  or  cause to be made,  all
necessary and proper repairs, renewals, additions, improvements and replacements
thereto necessary in order that the business carried on in connection  therewith
may be properly  conducted at all times; and maintain all its property in such a


                                                                          

                                                        32

<PAGE>



manner so as to facilitate its  identification and segregation from the property
of the other members of the Parent Group.

         SECTION  8.1.3.  Insurance.   The  Borrower  will  keep  its  insurable
properties  adequately  insured at all times by financially  sound and reputable
insurers;  maintain such other insurance, to such extent and against such risks,
including  fire and other  risks  insured  against by extended  coverage,  as is
customary  with  companies  of the same or  similar  size in the same or similar
businesses,  including  public liability  insurance  against claims for personal
injury or death or property  damage  occurring  upon, in, about or in connection
with the use of any  properties  owned,  occupied  or  controlled  by it in such
amounts and with such deductibles as are customary with companies of the same or
similar size in the same or similar  business and in the same  geographic  area;
and maintain such other insurance as may be required by law.

         SECTION  8.1.4.  Obligations  and  Taxes.  The  Borrower  will  pay its
Indebtedness  and other  material  obligations  promptly  before  the same shall
become  delinquent or in default and in accordance  with their terms and pay and
discharge  promptly when due all material taxes,  assessments  and  governmental
charges or levies imposed upon it or upon its income or profits or in respect of
its property before the same shall become  delinquent or in default,  as well as
all lawful  claims for labor,  materials  and  supplies or  otherwise  that,  if
unpaid,  might  give rise to a Lien upon such  properties  or any part  thereof;
provided,  however,  that such payment and discharge  shall not be required with
respect  to any  such  tax,  assessment,  charge,  levy or  claim so long as the
validity  or amount  thereof  shall be  contested  in good faith by  appropriate
proceedings and the Borrower shall have set aside on its books adequate reserves
with respect thereto.

         SECTION 8.1.5.  Financial  Statements,  Reports, etc. The Borrower will
furnish to the Agent, and the Agent will furnish to each Lender:

         (a) on each Settlement  Date, a certificate of a Financial  Officer (i)
certifying  that no  Potential  Amortization  Event or  Amortization  Event  has
occurred since the previous Settlement Date or, if such a Potential Amortization
Event or Amortization Event has occurred or is continuing, specifying the nature
and extent thereof and any corrective  action taken or proposed to be taken with
respect  thereto  and (ii)  setting  forth  computations  in  reasonable  detail
satisfactory  to the Agent  demonstrating  compliance  with (x) in the case of a
Monthly  Settlement  Statement,  the covenants set forth in clauses (a), (c) and
(d) of Section 8.2.20, and (y) in the case of a Weekly Report, the covenants set
forth in clauses (b), (d) and (e) of Section 8.2.20;

         (b) As soon as  practicable  and in any event  within 90 days after the
end of each Fiscal Year,  its balance  sheet and related  statements  of income,
showing the  financial  condition of the Borrower as of the close of such Fiscal
Year and the results of its operations  during such year, all audited by Ernst &
Young or other independent  public  accountants of recognized  national standing
acceptable  to the  Required  Lenders  and  accompanied  by an  opinion  of such
accountants (which shall not be qualified in any material respect) to the effect
that such  financial  statements  fairly  present the  financial  condition  and
results of  operations  of the  Borrower in  accordance  with GAAP  consistently
applied;

                                                                

                                                        33

<PAGE>




         (c) as soon as  practicable  and in any event  within 45 days after the
end of the first three Fiscal  Quarters of each Fiscal Year,  its balance sheets
and  related  statements  of income,  showing  the  financial  condition  of the
Borrower  as of the  close  of  such  Fiscal  Quarter,  and the  results  of its
operations during such Fiscal Quarter and the then elapsed portion of the Fiscal
Year,  all certified by a Financial  Officer as fairly  presenting the financial
condition  and results of  operations  of the Borrower in  accordance  with GAAP
consistently  applied,  subject to normal year-end audit adjustments and without
footnotes;

         (d) promptly  upon receipt  thereof,  all  materials  received from any
Seller  pursuant to Article V of the  Purchase  Agreement,  including  materials
received under Sections 5.01(a),  5.01(f),  5.01(h), 5.01(i) and 5.01(l), of the
Purchase Agreement;

         (e) promptly after the sending or filing thereof, copies of all reports
which the Sellers or any of their  Affiliates  send to any security  holders and
all reports and  registration  statements,  if any,  which the Sellers or any of
their  Affiliates  file  with the  Securities  and  Exchange  Commission  or any
national  securities  exchange if not  otherwise  required to be provided to the
Agent by BII;

         (f) promptly,  from time to time, such other information  regarding the
operations,  business  affairs  and  financial  condition  of the  Borrower,  or
compliance  with the  terms of any  Transaction  Document,  as any  Agent or any
Lender may reasonably request, and

         (g) promptly,  upon the occurrence of a Dilution Reserve  Trigger,  the
Borrower shall (i) retain Nevada counsel, reasonably acceptable to the Agent, to
deliver a legal opinion,  reasonably acceptable to the Agent, to the effect that
the Agent has a first priority  perfected  security  interest in the Collateral,
and (ii) retain Virginia counsel, reasonably acceptable to the Agent, to deliver
a legal opinion,  reasonably acceptable to the Agent, to the effect that no lien
or  encumbrance  attaches to any Collateral  related to Collateral  orginated by
Bacova,  and the Agent has a first priority  perfected security interest in such
Collateral.

Each  financial  statement  referred  to in clauses (b) and (c) above will state
that the Borrower is a separate corporate entity with its own separate creditors
and that such  creditors  will be entitled to be satisfied out of the Borrower's
assets prior to any value in the Borrower  becoming  available to the Borrower's
equity holders.

         SECTION 8.1.6  Litigation and Other Notices.  The Borrower will furnish
to the Agent and each Lender immediate written notice of the following:

         (a) any Potential Amortization Event or Amortization Event,  specifying
the nature and extent thereof and the corrective  action (if any) proposed to be
taken with respect thereto;

         (b) the filing or commencement of, or any threat or notice of intention
of any Person to file or commence,  any action, suit,  proceeding,  governmental
investigation  or  arbitration,  whether at law or in equity or by or before any


                                                            

                                                        34

<PAGE>



Federal,  state  or other  Governmental  Authority,  against  or  affecting  the
Borrower or any  material  development  in any such  action,  suit,  proceeding,
governmental  investigation or arbitration,  which, in either case, if adversely
determined,  might  materially  adversely  affect (i) the business,  operations,
property, assets or condition (financial or otherwise) of the Borrower, (ii) the
validity or  enforceability  of, or the  ability of the  Borrower to perform its
obligations   under,   the   Transaction   Documents  or  (iii)  the   validity,
enforceability  or priority of the Liens  created by the Purchase  Agreement and
the Security Agreement;

         (c) any notices  received by the Borrower under the Purchase  Agreement
(together with copies thereof);

         (d)      any Purchase Termination Event; and

         (e) any  other  development  that has  resulted  in,  or is  reasonably
anticipated  to  result  in, a  material  adverse  effect  on (i) the  business,
operations,  property,  assets or  condition  (financial  or  otherwise)  of the
Borrower, (ii) the validity or enforceability of, or the ability of the Borrower
to  perform  its  obligations  under,  the  Transaction  Documents  or (iii) the
validity,  enforceability  or  priority  of the Liens  created  by the  Purchase
Agreement and the Security Agreement.

         SECTION  8.1.7   Maintaining   Records;   Access  to   Properties   and
Inspections.  The  Borrower  will  maintain or cause to be  maintained  true and
complete  books  and  financial  records  which  accurately  reflect  all of its
business affairs and transactions,  including those records reasonably necessary
or  advisable  for  the  collection  of  Receivables,  which  records  shall  be
segregated and separately  identifiable  from the books and financial records of
the other members of the Parent Group and shall,  among other things, (i) permit
the daily  identification  of each new  Receivable  and the  collection  of each
existing Receivable, (ii) permit any representatives designated by any Lender to
visit and  inspect the  financial  records and the  properties  of the  Borrower
during normal business hours and as often as requested and to make extracts from
and copies of such books and financial records  (including those relating to the
Receivables  and the  Collections)  for the purpose of verifying the accuracy of
the various reports delivered by the Borrower to the Agent or the Lenders or for
otherwise ascertaining  compliance with the Transaction Documents,  (iii) permit
any  representatives  designated by any Lender to discuss the affairs,  finances
and condition of the Borrower with  representatives  thereof and of the Servicer
during normal business hours, (iv) permit any representatives  designated by the
Agent to discuss the affairs,  finances and  condition of the Borrower  with the
independent accountants therefor, and (v) designate the Agent and the Collateral
Agent as its  agents  for  purposes  of the  visitation  rights  granted  to the
Borrower under clause (d) of Section 5.01 of the Purchase Agreement.

         SECTION  8.1.8 Use of Proceeds.  The Borrower  will use the proceeds of
the Advances and Notes as set forth in Section 3.01 of the Facility Agreement.


                                                                   

                                                        35

<PAGE>



         SECTION 8.1.9   Settlement Reports.  The Borrower will:

         (a)  prepare or cause the  Servicer to prepare and deliver to the Agent
(by  telecopy)  a Weekly  Report  on each  Weekly  Settlement  Date  (containing
information as of the  immediately  preceding  Weekly Cut-Off Date) on or before
9:00  a.m.,  Atlanta  time,  on  such  Business  Day,  and  the  Borrower  shall
simultaneously  provide  copies  thereof  to  the  Collateral  Agent;  provided,
however,  that if a "system  failure" or other similar  technical  failure shall
occur in the  operations  of the  Borrower or the  Servicer  that  produce  data
included  in any  Weekly  Report,  such  Weekly  Report  shall be  prepared  and
telecopied to the Agent and the Collateral Agent within two Business Days of the
date such Weekly Report was otherwise  required to be prepared and telecopied to
the Agent and the Collateral  Agent;  and provided further that if delivery of a
Weekly Report shall be delayed as provided above, the Aggregate Outstandings may
not be increased during the period of such delay;

         (b)  prepare  or cause the  Servicer  to  prepare a Monthly  Settlement
Statement  and provide  such Monthly  Settlement  Statement to the Agent and the
Agent will furnish to each Lender and the  Collateral  Agent as soon as possible
but in no event later than 12:00 noon,  Atlanta time, on each Monthly Settlement
Statement Date; provided,  however,  that if a "system failure" or other similar
technical  failure shall occur in the operations of the Borrower or the Servicer
that produce data  included in the Monthly  Settlement  Statement,  such Monthly
Settlement  Statement  shall be  prepared  and  provided  to the  Agent  and the
Collateral  Agent within two Business  Days of the date such Monthly  Settlement
Statement  was  otherwise  required to be prepared and provided to the Agent and
the  Collateral  Agent;  and  provided,  further  that if  delivery of a Monthly
Settlement   Statement  shall  be  delayed  as  provided  above,  the  Aggregate
Outstandings may not be increased during the period of such delay; and

         (c) permit and cause the Servicer to permit the Agent, at the direction
of the Required Lenders, and the Collateral Agent to verify any Weekly Report or
Monthly  Settlement  Statement by conducting  field audits or  performing  other
investigations or inspections of the calculations or methodology  serving as the
basis of such Weekly Report or Monthly Settlement Statement.

         SECTION  8.1.10  Compliance  with Laws.  The Borrower will at all times
exercise  all due  diligence  in order to comply  with the  requirements  of all
applicable laws,  rules,  regulations and orders of any federal,  state or other
governmental or regulatory authority,  noncompliance with which could reasonably
be expected to have a material  adverse effect on (i) the business,  operations,
property, assets or condition (financial or otherwise) of the Borrower, (ii) the
validity or  enforceability  of, or the  ability of the  Borrower to perform its
obligations   under,   the   Transaction   Documents  or  (iii)  the   validity,
enforceability  or priority of the Liens  created by the Purchase  Agreement and
the Security Agreement.

         SECTION 8.1.11   Directors, Officers and Employees.  The Borrower will:

         (a) ensure that at least one member of its board of directors (i) shall
not  be  a  direct,  indirect  or  beneficial  stockholder,  officer,  director,
employee,  Affiliate,  supplier  or direct  customer of any member of the Parent


                                                                            

                                                        36

<PAGE>



Group,  (ii)  shall not at any time  serve as a trustee  in  bankruptcy  for any
member of the Parent Group and (iii) shall at all times be reasonably acceptable
to the Required Lenders;

         (b)  compensate  any employee or  consultant  of the Borrower  from the
Borrower's own bank accounts for services provided to the Borrower;

         (c)  compensate any officer or director of a member of the Parent Group
in a dollar amount  determined to reflect the services rendered to the Borrower;
provided that services of a ministerial  nature shall not be  compensated by the
Borrower; and

         (d) to the extent the Borrower and any member of the Parent Group share
any item of expense not reflected in the Servicing Fee, allocate such expense to
the  extent  practicable  on the  basis of actual  use or the value of  services
rendered, and otherwise on a basis reasonably related to actual use or the value
of services rendered.

         SECTION 8.1.12 Lockbox Accounts and Concentration Account. The Borrower
will designate the Lockbox Accounts and the Concentration Account as the lockbox
accounts and  concentration  accounts  referred to in clause (k) of Section 5.01
and clause (c) of Section 5.02 of the Purchase Agreement.

         SECTION 8.1.13 Commingled Funds. The Borrower will use its best efforts
to determine as promptly as possible  whether any funds of any of the Sellers or
of any Affiliate of any Sellers (other than the Borrower)  have been  commingled
with the funds of the Borrower and separate any such commingled funds as soon as
possible thereafter.

         SECTION  8.1.14  Additional  Financial  Statements.  The Borrower  will
furnish  to the Agent as soon as  practicable  such  information  regarding  the
Special Obligors as the Agent shall reasonably  request,  provided that (i) such
information  is available  to the Seller  Parties,  (ii) the Seller  Parties are
legally able to disclose such information,  and (iii) such information could not
readily be obtained by the Agent from the Securities and Exchange Commission.

         SECTION 8.2 Negative Covenants.  The Borrower covenants and agrees with
the  Agent  and each  Lender  that  until all  Liquidity  Commitments  have been
terminated and all Obligations  have been paid or performed in full,  unless the
Required  Lenders  otherwise  consent in writing,  the Borrower will perform the
obligations set forth in this Section 8.2.

         SECTION 8.2.1 Indebtedness. The Borrower will not incur, create, assume
or  permit to exist any  Indebtedness,  other  than,  without  duplication,  the
following:

         (a)      Indebtedness in respect of the Advances and other Obligations;

         (b)      Indebtedness evidenced by the Subordinated Note;


                                                                           

                                                        37

<PAGE>



         (c) Indebtedness  representing fees,  expenses and indemnities  payable
pursuant to and in accordance with the Transaction Documents;

         (d) Indebtedness for services  supplied or furnished to the Borrower in
an amount not to exceed $100,000 at any time outstanding; and

         (e)      Indebtedness in respect of Servicer Advances.

         SECTION  8.2.2 Liens.  The Borrower will not incur,  create,  assume or
permit to exist any Lien on any  property  or assets  (including  stock or other
securities)  now owned or hereafter  acquired by it or on any income or revenues
or rights in respect of any thereof,  other than the Liens  created  pursuant to
the Transaction Documents.

         SECTION  8.2.3  Creditors.  The  Borrower  will not permit to exist any
creditors  other than the  Agent,  the  Lenders,  the  holders  of  Indebtedness
permitted by Section  8.2.1 and the other  parties  expressly  contemplated  and
permitted by the Transaction Documents

         SECTION 8.2.4 Business of the Borrower. The Borrower will not engage at
any time in any business or business  activity other than (i) the acquisition of
Receivables  pursuant to the Purchase  Agreement,  (ii) the Advances  hereunder,
(iii) the other transactions  contemplated by the Transaction Documents and (iv)
any  activity  incidental  to the  foregoing  and  necessary  or  convenient  to
accomplish the foregoing.

         SECTION 8.2.5 Sale and Lease-Back  Transactions.  The Borrower will not
enter into any arrangement,  directly or indirectly,  with any Person whereby it
shall sell or transfer any  property,  real or  personal,  used or useful in its
business,  whether now owned or hereafter acquired, and thereafter rent or lease
such  property or other  property that it intends to use for  substantially  the
same purpose or purposes as the property being sold or transferred.

         SECTION 8.2.6 Investments. The Borrower will not make, incur, assume or
suffer to exist any  Investment in any Person,  other than (i) the  Receivables,
(ii) Permitted Investments and (iii) as permitted under Section 8.2.9.

         SECTION 8.2.7 Mergers, Consolidations, Acquisitions of Assets and Sales
of Assets. Except as specified in the Transaction  Documents,  the Borrower will
not liquidate or dissolve,  merge into or consolidate with any other Person,  or
permit any other Person to merge into or consolidate with it, or sell, transfer,
lease  or  otherwise   dispose  of  (in  one  transaction  or  in  a  series  of
transactions)  any of its assets (whether now owned or hereafter  acquired),  or
purchase,  lease  or  otherwise  acquire  (in one  transaction  or a  series  of
transactions) any of the assets of any other Person,  other than the acquisition
of  Receivables  pursuant to, and in accordance  with the terms of, the Purchase
Agreement.

         SECTION 8.2.8 Lease Obligations.  The Borrower will not incur,  create,
assume or permit to exist any  Lease  Obligations  other  than (i)  arms'-length
Lease  Obligations  in respect of office  space,  equipment and computer time or


                                                                  

                                                        38

<PAGE>



(ii) with the reasonable approval of the Required Lenders.

         SECTION 8.2.9 Dividends,  Distributions  and Loans to BII. The Borrower
will not (i) directly or indirectly,  declare, order, pay, make or set apart any
sum of any Restricted  Distribution  or (ii) make loans to BII,  unless (x) each
such loan shall be evidenced by a promissory  note of BII  substantially  in the
form of  Exhibit J hereto  and shall be  properly  recorded  on the books of the
Borrower and BII and (y) after giving effect to any such Restricted Distribution
or loan to BII, the Borrower  shall be in compliance  with clause (e) of Section
8.2.20  and  funds  for such  Restricted  Distribution  or Loan to BII  shall be
available pursuant to the terms of Section 3.01 of the Facility Agreement.

         SECTION 8.2.10   Employees.  The Borrower will not:

         (a) with the exception of one clerical employee, employ individuals who
are not officers or directors of the Borrower.

         (b) engage any agents  other than the  Servicer or provide the Servicer
with  compensation  or  reimbursement  of expenses other than in accordance with
Section 2.02 of the Facility Agreement.

         SECTION 8.2.11 Transactions with Affiliates. The Borrower will not sell
or transfer  any  property or assets to, or purchase or acquire any  property or
assets from, or otherwise engage in any other  transactions with, or enter into,
or cause or  permit  to exist  any  arrangement  or  contract  with,  any of its
Affiliates except as expressly contemplated by the Transaction Documents.

         SECTION 8.2.12  Subordinated Note. The Borrower will not make, directly
or indirectly,  payments in any form in respect of the Subordinated  Note except
to the extent  that  funds for such  payments  shall be  available  pursuant  to
Section 3.01 of the Facility Agreement.

         SECTION  8.2.13  Accounting  Changes.  The  Borrower  will not make any
change (a) in accounting treatment and reporting practices except as required by
GAAP or (b) in tax  reporting  treatment  except as required by law and, in each
case,  as  disclosed  to the Agent and the Lenders in the  Borrower's  financial
information  submitted  pursuant  to Section  6.1.16 and  clauses (b) and (c) of
Section 8.1.5.

         SECTION 8.2.14  Capital Stock.  The Borrower will not issue any capital
stock to any Person,  permit any of its capital stock to be  transferred  to any
Person or otherwise change its equity structure in any manner; provided that the
Borrower  may from time to time issue  additional  shares of its common stock to
BII, and the Borrower may from time to time issue  Preferred Stock in accordance
with the terms of the Purchase Agreement.


                                                               

                                                        39

<PAGE>



         SECTION 8.2.15 Amendments.  The Borrower will not amend,  supplement or
modify (or permit to be amended,  supplemented  or modified) any of the terms or
provisions contained in, or applicable to the Borrower's Organic Documents,  the
Transaction  Documents  or the  Policies or the  implementation  of the Policies
other  than (i)  amendments  or  modifications  that  would not have a  material
adverse  effect on the amount of  Collections  of  Receivables or the timing and
receipt thereof and (ii) changes that are required by applicable law.

         SECTION 8.2.16 Other Agreements. The Borrower will not enter into or be
a party to any agreement or instrument  other than the Transaction  Documents or
any agreement  incidental  thereto or required by law or otherwise to perform or
observe its obligations under the Transaction Documents or to perform activities
on its part permitted to be performed under the Transaction Documents.

         SECTION  8.2.17 No Powers of Attorney.  The Borrower will not grant any
powers of attorney to any Person for any purposes  except (a) for the purpose of
permitting  any Person to perform  any  ministerial  functions  on behalf of the
Borrower  that are not  prohibited  by or  inconsistent  with  the  terms of the
Transaction  Documents,  (b) to the  Collateral  Agent  in  connection  with the
Security  Agreement  and the  Facility  Agreement  or (c)  except  as  expressly
permitted by the Transaction Documents.

         SECTION 8.2.18   Separate Existence.  The Borrower will not

         (a) fail to do all things necessary to maintain its corporate existence
separate and apart from each of the Sellers,  any division of any of the Sellers
and any  Affiliate  of any of the  Sellers,  including,  failing to hold regular
meetings of its  stockholders and Board of Directors and failing to maintain its
stockholders  and Board of Directors  minute books and other corporate books and
records on a current basis;

         (b) permit any  limitation  on the  authority of its own  directors and
officers  to  conduct  its  business  and  affairs  in  accordance   with  their
independent business judgment,  or authorize or permit any Person other than its
own  officers  and  directors  to act on its own behalf with  respect to matters
(other than  matters  customarily  delegated to others under powers of attorney)
for which a  corporation's  own  officers and  directors  would  customarily  be
responsible;

         (c) fail to (i)  maintain or cause to be  maintained  by an agent under
the Borrower's  control physical  possession of all its books and records,  (ii)
maintain capitalization adequate for the conduct of its business,  (iii) account
for and manage all of its liabilities separately from those of any other Person,
including,  payment by it of all payroll and other  administrative  expenses and
taxes from its own assets, (iv) segregate and identify or cause to be segregated
and  identified  separately  all its assets from those of any other Person,  (v)
maintain its own officers and directors or (vi) maintain separate offices with a
separate  telephone  number from those of any of the Sellers or any Affiliate of
any of the Sellers;


                                                                    

                                                        40

<PAGE>



         (d) commingle or permit the  commingling of its funds with the funds of
any of the Sellers or any  Affiliate  of any of the Sellers or use its funds for
other than the Borrower's  uses,  except as permitted by the Purchase  Agreement
and except as the result of the  failure  of any  Obligor to follow the  payment
instructions given to such Obligor under the Purchase  Agreement;  provided that
the  Borrower  will use its best efforts to ensure that no such  commingling  or
pooling occurs, to determine as promptly as possible whether it has occurred and
to separate any such  commingled  or pooled funds as soon as possible  after any
such determination;

         (e) commingle or pool or permit the commingling or pooling of its funds
or other  assets with those of any other  member of the Parent Group or maintain
or permit the maintenance of joint bank accounts or other depository accounts to
which any other member of the Parent Group would have independent access;

         (f) fail to pay its pro  rata  share of the  insurance  premium  of the
blanket insurance policy of the Parent Group; or

         (g) be or  hold  itself  out to be  responsible  for the  decisions  or
actions  relating to the daily  business  and affairs of, or for any  obligation
(contingent  or otherwise)  of, any other member of the Parent Group,  or permit
any other member of the Parent Group to be or hold itself out to be  responsible
for the decisions or actions  relating to the daily  business and affairs of, or
for any obligation (contingent or otherwise) of, the Borrower.

         SECTION 8.2.19 Receivables Not To Be Evidenced by Promissory Notes. The
Borrower will not take any action to cause any Receivable to be evidenced by any
"instrument"  (as  defined  in the UCC as in  effect  in any  state in which the
Borrower's,  or any  Seller's,  chief  executive  offices  or books and  records
relating to such  Receivable  are  located)  other than in  accordance  with the
Policies.

         SECTION 8.2.20 Financial Covenants. The Borrower will not:

         (a) permit,  as of any Monthly Cut-Off Date, the average of the Default
Ratios for the three Fiscal Months ending on or immediately  before such Monthly
Cut-Off Date to exceed 2.0%;

         (b) permit the ratio (expressed as a percentage) of (i) the Outstanding
Balance  of  Receivables  that are more than 60 days  past due as of any  Weekly
Cut-Off Date to (ii) the  Outstanding  Balance of all Receivables on such Weekly
Cut-Off Date to exceed 5.0%;

         (c) permit  Days Sales  Outstanding  for any Fiscal  Month to exceed 75
days;

         (d) permit,  as at any  Settlement  Date,  after  giving  effect to the
calculation of Required  Reserves on such Settlement Date and after  application
of  Collections  and all other  payments  and  amounts  made  available  on such
Settlement  Date  (including   payments  under  Section  2.03  of  the  Purchase


                                                            
                                                        41

<PAGE>



Agreement), the Aggregate Outstandings (net of the portion thereof that has been
repaid out of Collections) to exceed the Borrowing Base; or

         (e) permit  shareholder's equity of the Borrower at any time to be less
than $15,000,000 (exclusive of any assets consisting of loans made to BII by the
Borrower pursuant to Section 8.2.9).

         SECTION 8.2.21 Ownership of Assets and Property.  The Borrower will not
own or lease any  tangible  assets or  facilities  other  than (i) as  expressly
contemplated  pursuant to the terms of this Agreement and the other  Transaction
Documents or (ii) with the reasonable approval of the Agent.

         SECTION 8.2.22   Employee Benefit Plans.  The Borrower will not:

         (a)  Engage or  permit  any of its  ERISA  Affiliates  to engage in any
transaction  in  connection  with  which  the  Borrower,  or any  of  its  ERISA
Affiliates, could reasonably be expected to be subject to either a civil penalty
assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of
the Code in either case in an amount in excess of $1,000,000;

         (b) Fail or  permit  any of its ERISA  Affiliates  to fail to make full
payment when due of all amounts which, under the provisions of any Pension Plan,
the Borrower or any of its ERISA  Affiliates is required to pay as contributions
thereto; or permit to exist any accumulated funding deficiencies, whether or not
waived,  with respect to all Pension Plans in an aggregate  amount  greater than
$3,000,000;

         (c) Permit or permit any of its ERISA  Affiliates  to permit the sum of
the amount of unfunded  benefit  liabilities  under all Pension Plans (excluding
each  Pension  Plan with an amount of unfunded  benefit  liabilities  of zero or
less) to exceed $150,000,000; or

         (d) Fail or  permit  any of its  ERISA  Affiliates  to fail to make any
payments in an amount  individually or in the aggregate  greater than $3,000,000
to any Multiemployer  Plan or Multiemployer  Plans that the Borrower,  or any of
its ERISA  Affiliates,  may be required to make under any agreement  relating to
such plan or plans, or any law pertaining thereto.

         As  used  in  this  Section  8.2.22,  the  term  "accumulated   funding
deficiency" has the meaning specified in Section 302 of ERISA and Section 412 of
the Code, and the term "amount of unfunded benefit  liabilities" has the meaning
specified in Section 4001(a)(18) of ERISA.

                                   ARTICLE IX

                               AMORTIZATION EVENTS

         SECTION  9.1  Amortization  Event.  Each  of the  following  events  or
occurrences  described in this  Section 9.1 shall  constitute  an  "Amortization
Event".

                                                                     

                                                        42

<PAGE>




         SECTION 9.1.1 Non-Payment of Obligations. The Borrower shall default in
the payment or prepayment of any amount when due  hereunder,  including  without
limitation any principal or interest on an Advance or any fee payable hereunder,
and with respect to interest on a Liquidity  Advance or any fee hereunder,  such
default shall continue unremedied for a period of two Business Days.

         SECTION 9.1.2 Breach of Warranty. Any representation or warranty of the
Borrower,  any Seller or the Servicer made hereunder or in any other Transaction
Document  executed by it or any  certificate  or  financial  statement  or other
writing furnished by or on behalf of the Borrower to the Agent or any Lender for
the  purposes  of or in  connection  with  this  Agreement  or  any  such  other
Transaction  Document (including any certificates  delivered pursuant to Article
VI) is or shall be incorrect when made in any material  respect (other than with
respect to the eligibility of Receivables or the absence of Dilutions).

         SECTION 9.1.3 Non-Performance of Certain Covenants and Obligations. The
Borrower  shall  default in the due  performance  and  observance  of any of its
obligations under Sections 8.1.1, 8.1.6, 8.1.8, 8.1.12 or Section 8.2.

         SECTION 9.1.4  Non-Performance of Other Covenants and Obligations.  (a)
The Borrower  shall default in the due  performance  and observance of any other
agreement  contained  herein or in any other  Transaction  Document  (other than
those specified in Sections 8.1.1,  8.1.6, 8.1.8, 8.1.12 or 8.2) executed by it,
and such default shall continue unremedied for a period of ten days.

         SECTION 9.1.5 Default on Other  Indebtedness.  A default shall occur in
the  payment  when due  (subject to any  applicable  grace  period),  whether by
acceleration  or  otherwise,   of  any  Indebtedness  (other  than  Indebtedness
described in clause (a) of Section 8.2.1 or Indebtedness  owing to any member of
the Parent Group) of the Borrower in a principal amount,  individually or in the
aggregate,  in excess  of  $25,000  or more;  or a  default  shall  occur in the
performance  or observance of any  obligation or condition  with respect to such
Indebtedness  if the effect of such default is to accelerate the maturity of any
such  Indebtedness or such default shall continue  unremedied for any applicable
period of time sufficient to permit the holder or holders of such  Indebtedness,
or any trustee or agent for such holders,  to cause such  Indebtedness to become
due and payable prior to its expressed maturity.

         SECTION 9.1.6 Judgments. Any judgment or order for the payment of money
in excess of $100,000  shall be rendered  against  the  Borrower  and either (i)
enforcement  proceedings  shall have been  commenced by any  creditor  upon such
judgment  or order;  or (ii) there  shall be any period of 60  consecutive  days
during which a stay of  enforcement  of such  judgment or order,  by reason of a
pending appeal or otherwise, shall not be in effect.

         SECTION  9.1.7  Bankruptcy,  Insolvency,  etc.  (a) (i) a court  having
jurisdiction in the premises shall enter a decree or order for relief in respect
of the  Borrower  or any  Significant  Seller in an  involuntary  case under the


                                                              

                                                        43

<PAGE>



Bankruptcy  Code or any applicable  bankruptcy,  insolvency or other similar law
now or  hereafter in effect,  which decree or order is not stayed,  or any other
similar  relief shall be granted under any  applicable  federal or state law; or
(ii) an involuntary case is commenced against the Borrower,  the Servicer or any
Significant Seller under any applicable bankruptcy,  insolvency or other similar
law now or  hereafter  in  effect;  or a  decree  or  order  of a  court  having
jurisdiction  in the premises  for the  appointment  of a receiver,  liquidator,
sequestrator, trustee, custodian or other officer having similar powers over the
Borrower,  the Servicer or any Significant  Seller, or over all or a substantial
part  of its  respective  property,  shall  have  been  entered;  or an  interim
receiver,  trustee or other  custodian  of the  Borrower,  the  Servicer  or any
Significant  Seller for all or a substantial part of its respective  property is
involuntarily  appointed;  or a warrant  of  attachment,  execution  or  similar
process is issued against any substantial  part of the property of the Borrower,
the Servicer or any Significant  Seller,  and the continuance of any such events
in subclause (ii) for 60 days unless dismissed, bonded or discharged; or

         (b) the  Borrower  or any  Significant  Seller  shall have an order for
relief  entered with respect to it or shall  commence a voluntary case under the
Bankruptcy  Code or any applicable  bankruptcy,  insolvency or other similar law
now or hereafter in effect, or shall consent to the entry of an order for relief
in any  involuntary  case to a  voluntary  case,  under any such  law,  or shall
consent to the  appointment  of or taking  possession by a receiver,  trustee or
other custodian for all or a substantial part of its property;  or the making by
the Borrower,  the Servicer or any Significant  Seller of any assignment for the
benefit of creditors;  or the inability or failure of the Borrower, the Servicer
or any Significant Seller, or the admission by the Borrower, the Servicer or any
Significant  Seller in writing of its  inability to pay, its debts as such debts
become due;  or the Board of  Directors  of the  Borrower,  the  Servicer or any
Significant Seller (or any committee thereof) adopts any resolution or otherwise
authorizes action to approve any of the foregoing.

         SECTION 9.1.8  Impairment of Security,  etc. (a) Any Lien granted under
any Transaction  Document shall (except in accordance with its terms),  in whole
or in part,  terminate,  cease to be effective or cease to be the legally valid,
binding and  enforceable  obligation  of the  Borrower or any other party shall,
directly  or  indirectly,  contest in any manner such  effectiveness,  validity,
binding nature or enforceability;  or any Lien securing any Obligation shall, in
whole or in part,  cease to be a perfected first priority Lien,  subject only to
those exceptions expressly permitted by such Transaction Document.

         (b) The Internal  Revenue  Service shall file notice of a lien pursuant
to  Section  6323  of  the  Internal  Revenue  Code  with  regard  to any of the
Collateral  and such lien shall not have been released  within five days, or the
Pension Benefit Guaranty  Corporation shall, or shall indicate its intention to,
file notice of the lien  pursuant to Section 4068 of ERISA with regard to any of
the Collateral and such lien shall not have been released within five days.

         SECTION  9.1.9  Liens.   The  Borrower  shall  cease  to  own  all  the
Receivables  free and clear of all Liens except as otherwise  provided under the
Purchase Agreement, the Security Agreement or contemplated by this Agreement.

                                                      
                                                        44

<PAGE>




         SECTION 9.1.10 Other Defaults. (a) Default shall be made on the part of
the  Servicer,  a Seller  or the  Borrower  to remit any  Collections  which are
required to be remitted to the Collection  Deposit Account or the  Concentration
Account or to pay when due any amounts  (including  commitment fees and interest
but excluding, in any event, any amount referred to in Section 9.1.1) in respect
of any Transaction Document.

         (b)  Default  shall be made on the part of the  Servicer  to  deliver a
Settlement Report in accordance with the provisions hereof.

         (c)  Failure  of any  Seller to pay any  indemnities  or other  amounts
required to be paid under the Purchase Agreement.

         (d) Servicer shall default in the due performance and observance of any
other agreement  contained in any Transaction  Document executed by it, and such
default shall continue unremedied for a period of ten days.

         SECTION 9.1.11 Change in Control. Any Change in Control shall occur.

         SECTION 9.1.12 Purchase Termination Event. A Purchase Termination Event
shall have occurred and be continuing under the Purchase Agreement.

         SECTION 9.1.13  Acceleration  of Certain  Indebtedness  of the Sellers;
Termination of Commitments Under BII Credit Agreement.  (i) BII and/or the other
Sellers shall fail to pay any Specified  Indebtedness at its final maturity;  or
any other  failure,  breach or default  shall have  occurred with respect to the
terms of Indebtedness of BII and/or the other Sellers and shall have resulted in
the acceleration of any Specified  Indebtedness;  or (ii) the commitments  under
the BII Credit  Agreement and under any replacement or refinancing  thereof from
time to time shall have been terminated.

         SECTION  9.1.14  Enforceability  of Transaction  Documents.  Any of the
Transaction  Documents  or any  portion  thereof  shall not be in full force and
effect,  enforceable in accordance  with its terms or the Borrower,  a Seller or
the Servicer shall so assert in writing.

         SECTION 9.1.15  Investment  Company.  The Borrower shall have become an
"investment company" under the Investment Company Act of 1940.

         SECTION 9.2 Action if Amortization Event. If any Amortization Event set
forth in Section 9.1.7 has occurred and is  continuing,  the  Collateral  Agent,
without the request or consent of the Agent or Required  Lenders,  in every such
event at any time thereafter during the continuance of such event, shall, and if
any other Amortization Event has occurred,  the Collateral Agent, at the request
or with the consent of the Required Lenders,  conveyed through the Agent, shall,
in every such event at any time thereafter during the continuance of such event,
by notice to the Borrower and the Sellers, at the same or different times:

                                                                  

                                                        45

<PAGE>




         (i) compel the assignment and/or delivery of any computer software that
is  necessary to collect the  Receivables  and delivery of all books and records
pertaining to the Receivables,

         (ii) declare the outstanding principal amount of the Advances to be due
and  payable,  whereupon  such  principal  amount  shall  become due and payable
immediately,  provided  that such  acceleration  shall not relieve any Liquidity
Lender of its obligation to make Refunding Advances in accordance with the terms
hereof;   provided  further  that  this  Section  9.2(ii)  shall  not  apply  to
Amortization  Events resulting solely from the failure of the Borrower to comply
with any covenant set forth in clause (a), (b), (c) or (d) of Section 8.2.20.

         (iii) collect the Receivables,

         (iv) take sole dominion and control of the Lockbox Accounts,

         (v)  exercise  all the rights and  remedies  provided to a purchaser of
accounts  (or  secured  creditor)  under  the UCC in the  applicable  states  or
otherwise,  which rights and remedies  shall be cumulative to those  provided in
this Agreement and the other Transaction Documents, and

         (vi)  pursue any other  right or remedy  under this  Agreement  and the
other Transaction Documents.

                                    ARTICLE X

                                    THE AGENT

         SECTION 10.1 Actions. Each Lender hereby appoints Wachovia as its Agent
under and for purposes of this Agreement,  the Notes and each other  Transaction
Document. Each Lender authorizes the Agent to act on behalf of such Lender under
this  Agreement,  the Notes and each  other  Transaction  Document  and,  in the
absence of other written  instructions  from the Required  Lenders received from
time to time by the Agent (with  respect to which the Agent  agrees that it will
comply,  except as otherwise provided in this Section or as otherwise advised by
counsel),  to exercise such powers  hereunder and thereunder as are specifically
delegated to or required of the Agent by the terms hereof and thereof,  together
with such powers as may be reasonably  incidental thereto.  Without limiting the
foregoing, each Liquidity Lender acknowledges and agrees to the terms of Section
3 of the Security  Agreement.  Each Liquidity Lender hereby  indemnifies  (which
indemnity shall survive any  termination of this Agreement) the Agent,  pro rata
according to such Liquidity  Lender's  Percentage,  from and against any and all
liabilities, obligations, losses, damages, claims, costs or expenses of any kind
or  nature  whatsoever  which may at any time be  imposed  on,  incurred  by, or
asserted  against,  the  Agent in any way  relating  to or  arising  out of this
Agreement,  the Notes and any other Transaction  Document,  including reasonable
attorneys'  fees, and as to which the Agent,  is not reimbursed by the Borrower;
provided,  however,  that no Liquidity Lender shall be liable for the payment of
any portion of such liabilities,  obligations, losses, damages, claims, costs or
expenses  which are determined by a court of competent  jurisdiction  in a final


                                                                      

                                                        46

<PAGE>



proceeding to have resulted solely from the Agent's gross  negligence or willful
misconduct.  The Agent shall not be required to take any action hereunder, under
the Notes or under any other Transaction  Document or to prosecute or defend any
suit in respect of this Agreement,  the Notes or any other Transaction Document,
unless it is  indemnified  hereunder to its  satisfaction.  If any  indemnity in
favor of the Agent shall be or become, in the Agent's determination, inadequate,
the Agent may call for additional indemnification from the Liquidity Lenders and
cease  to do the  acts  indemnified  against  hereunder  until  such  additional
indemnity is given.

         SECTION 10.2 Funding  Reliance,  etc.  Unless the Agent shall have been
notified by telephone,  confirmed in writing,  by any  Liquidity  Lender by 5:00
p.m.,  Atlanta time, on the day prior to a Borrowing that such Liquidity  Lender
will not make available the amount which would constitute its Percentage of such
Borrowing  on the date  specified  therefor,  the  Agent  may  assume  that such
Liquidity  Lender has made such amount  available  to the Agent and, in reliance
upon such assumption,  make available to the Borrower a corresponding amount. If
and to the extent  that such  Liquidity  Lender  shall not have made such amount
available to the Agent,  such Liquidity Lender and the Borrower  severally agree
to repay the Agent forthwith on demand such  corresponding  amount together with
interest  thereon,  for  each day from the  date  the  Agent  made  such  amount
available to the Borrower to the date such amount is repaid to the Agent, in the
case of such Liquidity  Lender at the applicable  Federal Funds Rate and, in the
case  of the  Borrower,  at the  interest  rate  applicable  at the  time to the
Liquidity Advances comprising such Borrowing.

         SECTION 10.3  Exculpation.  Neither the Agent nor any of its directors,
officers, employees or agents shall be liable to any Lender for any action taken
or  omitted  to be taken by it under  this  Agreement  or any other  Transaction
Document,  or in connection  herewith or  therewith,  except for its own willful
misconduct or gross  negligence,  nor responsible for any recitals or warranties
herein or therein,  nor for the effectiveness,  enforceability,  validity or due
execution  of this  Agreement  or any other  Transaction  Document,  nor for the
creation,  perfection or priority of any Liens purported to be created by any of
the  Transaction  Documents,  or  the  validity,  genuineness,   enforceability,
existence,  value or  sufficiency of any  collateral  security,  nor to make any
inquiry respecting the performance by the Borrower of its obligations  hereunder
or under any other Transaction  Document.  Any such inquiry which may be made by
the Agent  shall not  obligate  it to make any  further  inquiry  or to take any
action.  The Agent shall be  entitled to rely upon advice of counsel  concerning
legal matters and upon any notice,  consent,  certificate,  statement or writing
which the Agent  believes to be genuine and to have been  presented  by a proper
Person.

         SECTION 10.4  Successor.  The Agent may resign as such at any time upon
at least 30 days' prior notice to the Borrower and all Lenders.  If the Agent at
any time shall resign, the Required Lenders may appoint another Liquidity Lender
as a successor Agent which shall  thereupon  become the Agent  hereunder.  If no
successor  Liquidity Agent shall have been so appointed by the Required Lenders,
and shall have  accepted  such  appointment,  within 30 days after the  retiring
Agent's giving notice of resignation,  then the retiring Agent may, on behalf of
the  Lenders,  appoint a successor  Agent,  which shall be one of the  Liquidity
Lenders or a commercial banking institution organized under the laws of the U.S.

                                                                      

                                                        47

<PAGE>



(or any State  thereof)  or a U. S.  branch or  agency of a  commercial  banking
institution, and having a combined capital and surplus of at least $500,000,000.
Upon the acceptance of any appointment as Agent hereunder by a successor  Agent,
such  successor  Agent shall be entitled to receive from the retiring Agent such
documents of transfer and  assignment  as such  successor  Agent may  reasonably
request,  and shall  thereupon  succeed to and become  vested  with all  rights,
powers,  privileges  and duties of the retiring  Agent,  and the retiring  Agent
shall be discharged from its duties and obligations under this Agreement.  After
any retiring Agent's  resignation  hereunder as the Agent, the provisions of (a)
this Article X shall inure to its benefit as to any actions  taken or omitted to
be taken by it while it was the Agent under this Agreement; and (b) Section 11.3
and Section 11.4 shall continue to inure to its benefit.

         SECTION 10.5  Liquidity  Advances by Wachovia.  Wachovia shall have the
same rights and powers with respect to (x) the Liquidity  Advances made by it or
any of its Affiliates,  and (y) the Notes held by it or any of its Affiliates as
any  other  Liquidity  Lender  and may  exercise  the same as if it were not the
Agent.  Wachovia and its Affiliates may accept deposits from, lend money to, and
generally  engage in any kind of business  with the Borrower or any Affiliate of
the Borrower as if Wachovia were not the Agent hereunder.

         SECTION 10.6 Credit  Decisions.  Each Lender  acknowledges that it has,
independently  of the Agent and each other  Lender,  and based on such  Lender's
review of the financial information of the Borrower,  this Agreement,  the other
Transaction  Documents (the terms and provisions of which being  satisfactory to
such Lender) and such other documents,  information and  investigations  as such
Lender has deemed  appropriate,  made its own credit decision to extend Advances
and its  Liquidity  Commitment.  Each  Lender  also  acknowledges  that it will,
independently  of the  Agent and each  other  Lender,  and  based on such  other
documents,  information and  investigations  as it shall deem appropriate at any
time,  continue  to make  its  own  credit  decisions  as to  exercising  or not
exercising  from time to time any rights and  privileges  available  to it under
this Agreement or any other Transaction Document.

         SECTION  10.7 Copies,  etc. The Agent shall give prompt  notice to each
Lender of each notice or request  required or permitted to be given to the Agent
by the Borrower  pursuant to the terms of this  Agreement  (unless  concurrently
delivered to the Lenders by the  Borrower).  The Agent will  distribute  to each
Lender each  document or  instrument  received for its account and copies of all
other communications received by the Agent from the Borrower for distribution to
the Lenders by the Agent in accordance with the terms of this Agreement.

         SECTION 10.8 Collateral  Agent.  The provisions of this Article X shall
apply to Wachovia in its capacity as Collateral Agent to the same extent as such
provisions  apply to Wachovia in its  capacity as Agent.  Without  limiting  the
foregoing,  each  Liquidity  Lender agrees to be bound by the  provisions of the
Security Agreement regarding the release of Collateral.



                                                                

                                                        48

<PAGE>



                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         SECTION  11.1  Waivers,  Amendments,  etc. (a) The  provisions  of this
Agreement and each other Transaction Document (other than the Security Agreement
and the  Facility  Agreement)  may from  time to time be  amended,  modified  or
waived, if such amendment, modification or waiver is in writing and consented to
by the Borrower and the Required Lenders; provided, however, that:

                  (i) any  modification of this clause (a) of Section 11.1 shall
         require the consent of each Lender, and any requirement  hereunder that
         any  particular  action  be taken  by all the  Liquidity  Lenders,  the
         Required Liquidity Lenders or the Required Lenders or any change in the
         definition of "Required Liquidity Lenders" or "Required Lenders" or any
         defined term used for the purpose of such definition  shall require the
         consent of each Liquidity Lender;

                  (ii) any amendment to or modification  that would increase the
         Liquidity  Commitment  or  the  Percentage  (other  than  any  increase
         resulting  form Section  3.3(b)) of any Liquidity  Lender or reduce any
         fees  described  in Article IV payable to any  Liquidity  Lender  shall
         require the consent of such Liquidity Lender;

                  (iii) any amendment to or  modification  that would extend the
         Liquidity  Commitment  Termination  Date,  shall require the consent of
         each Liquidity Lender;

                  (iv) any  amendment to or  modification  that would extend the
         due date for,  or reduce  the amount of,  any  scheduled  repayment  or
         prepayment of principal of or interest on any Advance of any Lender (or
         reduce the  principal  amount of or rate of  interest on any Advance of
         any Lender) shall require the consent of each Lender;

                  (v) any  amendment  to or  modification  or waiver  that would
         affect adversely the interests,  rights or obligations of the Agent qua
         the Agent shall require the consent of the Agent;

                  (vi) any  amendment  to or  waiver of any  Amortization  Event
         shall  require  the  consent of  Liquidity  Lenders  holding  more than
         66-2/3% of the Liquidity Commitments,  and the Conduit Lender if any CP
         Rate Advances are outstanding; and

                  (vii)  any  reduction  of  the  Liquidity   Commitment  Amount
         pursuant  to  clause  (b)  of  Section  3.3  to  an  amount  less  than
         $75,000,000 shall require the consent of each Liquidity Lender.


                                                                     

                                                        49

<PAGE>



                  (b) The provisions of the Facility  Agreement and the Security
         Agreement may from time to time be amended, modified or waived, if such
         amendment, modification or waiver is in writing and consented to by the
         Required Lenders; provided, however, that

                           (i) any amendment to or modification of any provision
                  effecting the release of any  Collateral  and any amendment to
                  Section 19 of the Security Agreement shall require the consent
                  of all Lenders;

                           (ii) any  amendment  to or waiver of the  priority of
                  applications  of Collections  shall require the consent of all
                  Lenders;

                           (iii) any  amendment  to or waiver of the  provisions
                  providing for the number or  percentage  of Liquidity  Lenders
                  required  to  approve  any  amendment  to  or  waiver  of  any
                  provision of the Security  Agreement or the Facility Agreement
                  shall require the consent of all Liquidity Lenders; and

                           (iv) any (A)  amendment to or waiver  relating to the
                  Borrowing Base or any definitions related to the determination
                  thereof,   (B)  amendment  to  the   definition  of  "Eligible
                  Receivables", "Eligible Obligors" or "Required Reserves" or to
                  any  defined  terms used for the  purpose of such  definitions
                  shall  require the consent of Liquidity  Lenders  holding more
                  than  66-2/3% of the  Liquidity  Commitments,  and the Conduit
                  Lender if any CP Rate Advances are outstanding.

No failure  or delay on the part of the  Agent,  any Lender or the holder of any
Note in  exercising  any  power or  right  under  this  Agreement  or any  other
Transaction  Document shall operate as a waiver thereof, nor shall any single or
partial  exercise  of any such  power or right  preclude  any  other or  further
exercise  thereof or the  exercise of any other power or right.  No notice to or
demand on the  Borrower in any case shall  entitle it to any notice or demand in
similar or other  circumstances.  No waiver or approval by the Agent, any Lender
or the holder of any Note under this Agreement or any other Transaction Document
shall,  except  as may be  otherwise  stated  in such  waiver  or  approval,  be
applicable to subsequent  transactions.  No waiver or approval  hereunder  shall
require any similar or  dissimilar  waiver or approval  thereafter to be granted
hereunder.

         SECTION 11.2 Notices. All notices and other communications  provided to
any party hereto under this Agreement or any other Transaction Document shall be
in writing and addressed,  delivered or transmitted to such party at its address
or  facsimile  number set forth below its  signature  hereto or set forth in the
Liquidity  Lender  Assignment  Agreement  or at such other  address or facsimile
number as may be designated by such party in a notice to the other parties.  Any
notice,  if mailed and properly  addressed  with postage  prepaid or if properly
addressed  and sent by  pre-paid  courier  service,  shall be deemed  given when
received;  any notice,  if transmitted by facsimile,  shall be deemed given when
transmitted upon receipt of electronic confirmation of transmission.


                                                                         

                                                        50

<PAGE>



         SECTION 11.3 Payment of Costs and Expenses.  The Borrower agrees to pay
on demand all expenses of the Agent  incurred  after the date hereof  (including
the reasonable  fees and  out-of-pocket  expenses of counsel to the Agent and of
local  counsel,  if  any,  who may be  retained  by  counsel  to the  Agent)  in
connection with

                  (a) the  negotiation,  preparation,  execution and delivery of
         any amendments,  waivers, consents,  supplements or other modifications
         to this Agreement or any other Transaction Document as may from time to
         time   hereafter   be  required,   whether  or  not  the   transactions
         contemplated hereby are consummated,

                  (b) the  filing,  recording,  refiling or  rerecording  of the
         Security   Agreement  and/or  any  Uniform  Commercial  Code  financing
         statements  relating  thereto  and  all  amendments,   supplements  and
         modifications  to any  thereof  and  any  and all  other  documents  or
         instruments  of further  assurance  required to be filed or recorded or
         refiled or rerecorded by the terms hereof or of the Security Agreement,
         except  costs in  connection  with  the  filing  of such UCC  financing
         statements and termination  statements  delivered to the Agent pursuant
         to Section 6 hereof,

                  (c) the syndication of the Liquidity Commitment, including but
         not limited to printing, duplicating, mailing and similar expenses,

                  (d) the  performance  of due  diligence by the Agent after the
         date hereof,

                  (e) the  preparation  and review  after the date hereof of the
         form of any document or instrument  relevant to this  Agreement,  or to
         any other Transaction Document,

                  (f) the  transactions  contemplated  by this Agreement and the
         Transaction   Documents  (other  than  the  negotiation,   preparation,
         execution  and delivery of the  Transaction  Documents  delivered on or
         before the Effective Date), and

                  (g) the preparation  and negotiation  after the date hereof of
         the legal opinions of counsel to each Lender.

The  Borrower  further  agrees to pay,  and to save the  Agent  and the  Lenders
harmless  from all  liability  for, (i) any breach by the Borrower of any of its
obligations  under this  Agreement,  (ii) all costs incurred by the Agent or the
Lenders in enforcing  this  Agreement and (iii) any stamp,  documentary or other
taxes which may be payable in connection  with the execution or delivery of this
Agreement,  the borrowings hereunder,  or the issuance of the Notes or any other
Transaction Documents.  The Borrower also agrees to reimburse the Agent and each
Lender  upon  demand  for  all  reasonable   out-of-pocket  expenses  (including
attorneys'  fees and legal  expenses)  incurred  by the Agent or such  Lender in
connection with (x) the negotiation of any restructuring or "work-out",  whether
or  not  consummated,  of  any  Obligations  and  (y)  the  enforcement  of  any
Obligations.

                                                                    

                                                        51

<PAGE>



         Nothing in this  Section  11.3 shall  relieve  any Seller  Party of its
obligation  to pay any fee to the Agent,  or to reimburse the Agent for any cost
or expense, to the extent described in a separate fee letter between such Seller
Party and the Agent.

         SECTION 11.4  Indemnification.  In  consideration  of the execution and
delivery of this  Agreement by each Lender and the  extension  of the  Liquidity
Commitments, the Borrower hereby indemnifies, exonerates and holds the Agent and
each Lender and each of their  respective  officers,  directors,  employees  and
agents  (collectively,  the  "Indemnified  Parties")  free and harmless from and
against any and all actions, causes of action, suits, losses, costs, liabilities
and damages,  and expenses  incurred in connection  therewith  (irrespective  of
whether  any  such  Indemnified  Party  is a  party  to  the  action  for  which
indemnification  hereunder is sought),  including reasonable attorneys' fees and
disbursements  (collectively,  the "Indemnified  Liabilities"),  incurred by the
Indemnified  Parties  or any of them as a  result  of,  or  arising  out of,  or
relating  to the  Transaction  Documents,  or the  funding of any  Advance or in
respect of any Collateral,  except for any such Indemnified  Liabilities arising
for the  account of a  particular  Indemnified  Party by reason of the  relevant
Indemnified Party's gross negligence or willful misconduct. Without limiting the
foregoing,  the Borrower shall indemnify each Indemnified  Party for Indemnified
Liabilities arising out of or relating to:

                  (i) any  representation  or warranty  made by the Borrower (or
         any of its  officers or  Affiliates)  under or in  connection  with any
         Transaction Document, any Settlement Report or any other information or
         report  delivered by or on behalf of such Person in connection with the
         transactions  contemplated  by the Transaction  Documents,  which shall
         have been false,  incorrect or misleading in any material  respect when
         made or deemed made or delivered, as the case may be;

                  (ii) the failure by the Borrower or any of its  Affiliates  to
         comply with any applicable  law, rule or regulation with respect to any
         Receivable,  or the  nonconformity  of any  Receivable  with  any  such
         applicable law, rule or regulation;

                  (iii)  the  failure  to  vest  and  maintain   vested  in  the
         Collateral Agent a first priority  perfected  security  interest in the
         Collateral, free and clear of any Lien;

                  (iv)  any  dispute,  claim,  offset  or  defense  (other  than
         discharge  in  bankruptcy)  of  the  Obligor  to  the  payment  of  any
         Receivable  (including,  without  limitation,  a defense  based on such
         Receivables  not being a legal,  valid and binding  obligation  of such
         Obligor  enforceable  against  it in  accordance  with its terms or any
         other event or circumstance that would give rise to a Dilutive Credit),
         or any  other  claim  resulting  from  the sale of the  merchandise  or
         services  related to such  Receivable  or the  furnishing or failure to
         furnish such merchandise or services;

                  (v) any payment of Collections to Seller of Collections on the
         basis of estimated  amounts,  to the extent that such estimated amounts
         vary from actual amounts subsequently determined;

                                                               

                                                        52

<PAGE>



                  (vi) any  failure of the  Borrower  or BII,  as  Servicer,  to
         perform its duties or obligations in under the Transaction Documents;

                  (vii)  any  products  liability  claim  arising  out  of or in
         connection  with  merchandise  or services  that are the subject of any
         Receivable; or

                  (viii) any claim of breach by any Seller or BII,  as  Servicer
         of any related contract with respect to any Receivable.

If and to the extent that the foregoing undertaking may be unenforceable for any
reason,  the  Borrower  hereby  agrees to make the maximum  contribution  to the
payment  and  satisfaction  of  each of the  Indemnified  Liabilities  which  is
permissible  under  applicable law. The indemnity set forth in this Section 11.4
shall in no event include  indemnification for any Taxes (which  indemnification
is provided in Section 5.6).

         SECTION 11.5   Survival.

                  (a) The  obligations  of the Borrower under Sections 5.3, 5.4,
         5.5,  5.6,  11.3,  and 1.4, and the  obligations  of the Lenders  under
         Section  10.1,  shall in each  case  survive  any  termination  of this
         Agreement,  the  payment  in  full  of  all  the  Obligations  and  the
         termination of all the Liquidity  Commitments.  The representations and
         warranties  made  in  this  Agreement  and in  each  other  Transaction
         Document shall survive the execution and delivery of this Agreement and
         each such other Transaction Document.

                  (b)   Notwithstanding   anything  in  this  Agreement  to  the
         contrary,  the agreements of the Borrower set forth in Sections  8.1.1,
         8.1.10 and 8.1.11 and  Section  8.2  (other  than  Sections  8.2.20 and
         8.2.21),  as such  covenants may be amended,  modified or  supplemented
         from  time  to time  pursuant  to the  terms  hereof  or any  agreement
         replacing or refinancing  this Agreement,  shall survive the payment of
         the Advances and the Notes and the  termination  of this  Agreement and
         shall  not  terminate  until the fifth  anniversary  of the first  date
         following the latest of the Revolving Commitment  Termination Date, the
         Refunding   Commitment   Termination   Date  or  the  CP  Rate  Advance
         Termination Date, on which no Obligations are outstanding.

         SECTION 11.6 Severability. Any provision of this Agreement or any other
Transaction  Document which is prohibited or  unenforceable  in any jurisdiction
shall, as to such provision and such jurisdiction,  be ineffective to the extent
of such  prohibition  or  unenforceability  without  invalidating  the remaining
provisions  of this  Agreement or such  Transaction  Document or  affecting  the
validity or enforceability of such provision in any other jurisdiction.

         SECTION 11.7  Headings.  The various  headings of this Agreement and of
each other Transaction  Document are inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement or such other Transaction
Document or any provisions hereof or thereof.

                                                                

                                                        53

<PAGE>




         SECTION  11.8  Execution  in  Counterparts,  Effectiveness,  etc.  This
Agreement may be executed by the parties hereto in several counterparts, each of
which  shall be executed  by the  Borrower  and the Agent and be deemed to be an
original  and all of  which  shall  constitute  together  but  one and the  same
agreement.  This  Agreement  shall become  effective  when  counterparts  hereof
executed  on  behalf  of  the  Borrower  and  each  Lender  (or  notice  thereof
satisfactory  to the  Agent)  shall have been  received  by the Agent and notice
thereof shall have been given by the Agent to the Borrower and each Lender.

         SECTION 11.9 Governing Law;  Entire  Agreement.  THIS AGREEMENT AND THE
NOTES SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER, AND SHALL BE GOVERNED BY
AND  CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL  LAWS OF THE STATE OF NEW YORK.
This Agreement,  the Notes and the other  Transaction  Documents  constitute the
entire understanding among the parties hereto with respect to the subject matter
hereof  and  supersede  any prior  agreements,  written  or oral,  with  respect
thereto.

         SECTION 11.10  Successors and Assigns.  This Agreement shall be binding
upon and shall inure to the benefit of the parties  hereto and their  respective
successors and assigns; provided, however, that:

                  (a) the  Borrower  may not  assign or  transfer  its rights or
         obligations  hereunder  without the prior written  consent of the Agent
         and all Lenders; and

                  (b) the rights of sale, assignment and transfer of the Lenders
         are subject to Section 11.11.

         SECTION  11.11 Sale and Transfer of Advances and Notes;  Participations
in Loans and Notes.  Each  Lender may  assign,  or sell  Participations  in, its
Advances and  Liquidity  Commitments  to one or more other Persons in accordance
with this Section 11.11.

         SECTION 11.11.1   Assignments.

                  (a)      Any Liquidity Lender,

                           (i) with the written consents of the Borrower and the
                  Agent (which  consents  shall not be  unreasonably  delayed or
                  withheld)  may at any time assign and  delegate to an Eligible
                  Assignee, and

                           (ii) with notice to the Borrower  and the Agent,  but
                  without the consent of the  Borrower or the Agent,  may assign
                  and  delegate  to  any  of  its  Affiliates  or to  any  other
                  Liquidity Lender;

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "Assignee  Lender"),  all or any fraction of such Liquidity Lender's total


                                                                 

                                                        54

<PAGE>



Liquidity  Advances and Liquidity  Commitments  (which assignment and delegation
shall be of a  constant,  and not a  varying,  percentage  of all the  assigning
Liquidity Lender's  Liquidity  Advances and Liquidity  Commitments) in a minimum
aggregate amount of $5,000,000; provided, however, that any such Assignee Lender
will comply,  if applicable,  with the provisions  contained in the  penultimate
sentence of Section 5.6(g);  provided further,  however,  that, the Borrower and
the Agent shall be entitled  to continue to deal solely and  directly  with such
Liquidity  Lender in connection  with the interests so assigned and delegated to
an Assignee Lender until

                           (iii)   written   notice  of  such   assignment   and
                  delegation, together with payment instructions,  addresses and
                  related  information  with  respect to such  Assignee  Lender,
                  shall  have been given to the  Borrower  and the Agent by such
                  Liquidity Lender and such Assignee Lender;

                           (iv) such  Assignee  Lender  shall have  executed and
                  delivered  to the  Borrower  and the Agent a Liquidity  Lender
                  Assignment Agreement, accepted by the Agent; and

                           (v) the processing  fees  described  below shall have
been paid.

From and after the date that the Agent accepts such Liquidity Lender  Assignment
Agreement,  (x) the Assignee Lender thereunder shall be deemed  automatically to
have  become a party  hereto  and to the  extent  that  rights  and  obligations
hereunder have been assigned and delegated to such Assignee Lender in connection
with such  Liquidity  Lender  Assignment  Agreement,  shall  have the rights and
obligations  of a Liquidity  Lender  hereunder  and under the other  Transaction
Documents,  and (y) the assignor Liquidity Lender, to the extent that rights and
obligations  hereunder have been assigned and delegated by it in connection with
such  Liquidity  Lender  Assignment  Agreement,   shall  be  released  from  its
obligations  hereunder and under the other  Transaction  Documents.  Within five
Business  Days  after its  receipt  of notice  that the  Agent has  received  an
executed Liquidity Lender Assignment Agreement, the Borrower shall, upon receipt
of the Notes evidencing such assignor  Liquidity  Lender's Liquidity Advance and
Liquidity  Commitments,  execute and  deliver to the Agent (for  delivery to the
relevant  Assignee Lender) new Notes evidencing such Assignee  Lender's assigned
Liquidity  Advances and  Liquidity  Commitments  and, if the assignor  Liquidity
Lender has retained  Liquidity  Advances and  Liquidity  Commitments  hereunder,
replacement  Notes  in the  principal  amount  of  the  Liquidity  Advances  and
Liquidity  Commitments retained by the assignor Liquidity Lender hereunder (such
Notes to be in exchange  for,  but not in payment  of,  those Notes then held by
such assignor Liquidity  Lender).  Each such Note shall be dated the date of the
predecessor  Notes.  The assignor  Liquidity  Lender shall mark the  predecessor
Notes  "exchanged"  and deliver them to the Borrower.  Accrued  interest on that
part of the  predecessor  Notes  evidenced by the new Notes,  and accrued  fees,
shall be paid as provided in the Liquidity Lender Assignment Agreement.  Accrued
interest on that part of the  predecessor  Notes  evidenced  by the  replacement
Notes shall be paid to the  assignor  Liquidity  Lender.  Accrued  interest  and
accrued fees shall be paid at the same time or times provided in the predecessor
Notes and in this  Agreement.  Such assignor  Liquidity  Lender or such Assignee


                                                                   

                                                        55

<PAGE>



Lender must also pay a processing  fee to the  Liquidity  Agent upon delivery of
any Liquidity Lender Assignment Agreement in the amount of $3,500. Any attempted
assignment and delegation not made in accordance with this Section 11.11.1 shall
be null and void.

                  (b) The  Conduit  Lender may assign  its CP Rate  Advances  as
         contemplated by Sections 2.3 and 3.4. In addition,  the Conduit Lender,
         with the written consents of the Borrower and the Agent (which consents
         shall not be  unreasonably  delayed or withheld) may at any time assign
         and delegate to an Eligible  Assignee or any issuer of Commercial Paper
         Notes (each  Person  described in the  foregoing  sentence as being the
         Person to whom such  assignment  and  delegation  is to be made,  being
         hereinafter  referred to as an "Assignee Conduit  Lender"),  all or any
         fraction of the Conduit  Lender's  total CP Rate  Advances in a minimum
         aggregate  amount  of  $5,000,000;  provided,  however,  that  any such
         Assignee Conduit Lender will comply, if applicable, with the provisions
         contained  in the  penultimate  sentence  of Section  5.6(g);  provided
         further, however, that, the Borrower and the Agent shall be entitled to
         continue  to deal  solely  and  directly  with the  Conduit  Lender  in
         connection  with the interests so assigned and delegated to an Assignee
         Conduit Lender until

                           (i) written notice of such assignment and delegation,
                  together  with  payment  instructions,  addresses  and related
                  information  with  respect to such  Assignee  Conduit  Lender,
                  shall  have been given to the  Borrower  and the Agent by such
                  Conduit Lender and such Assignee Conduit Lender;

                           (ii) such Assignee Conduit Lender shall have executed
                  and  delivered to the Borrower and the Agent a Conduit  Lender
                  Assignment Agreement, accepted by the Agent; and

                           (iii) the processing  fees described below shall have
been paid.

From and after the date that the Agent  accepts such Conduit  Lender  Assignment
Agreement,   (x)  the  Assignee  Conduit  Lender   thereunder  shall  be  deemed
automatically  to have  become a party  hereto and to the extent that rights and
obligations  hereunder have been assigned and delegated to such Assignee Conduit
Lender in connection with such Conduit Lender Assignment  Agreement,  shall have
the rights and  obligations  of a Conduit  Lender  hereunder and under the other
Transaction  Documents,  and (y) the assignor Conduit Lender, to the extent that
rights and  obligations  hereunder  have been  assigned  and  delegated by it in
connection with such Conduit Lender Assignment Agreement, shall be released from
its obligations hereunder and under the other Transaction Documents. Within five
Business  Days  after its  receipt  of notice  that the  Agent has  received  an
executed Conduit Lender Assignment  Agreement,  the Borrower shall, upon receipt
of the Note  evidencing such assignor  Conduit  Lender's CP Rate Advance execute
and deliver to the Agent (for delivery to the relevant  Assignee Conduit Lender)
new Notes evidencing such Assignee  Conduit  Lender's  assigned CP Rate Advances
and, if the assignor Conduit Lender has retained CP Rate Advances  hereunder,  a
replacement Note in the principal amount of the CP Rate Advances retained by the


                                                              

                                                        56

<PAGE>



assignor  Conduit Lender  hereunder (such Note to be in exchange for, but not in
payment of, the Note then held by such assignor Conduit Lender). Such Note shall
be dated the date of the  predecessor  Note.  The assignor  Conduit Lender shall
mark the predecessor Note "exchanged" and deliver them to the Borrower.  Accrued
interest on that part of the  predecessor  Note  evidenced by the new Note,  and
accrued  fees,  shall  be paid as  provided  in the  Conduit  Lender  Assignment
Agreement.  Accrued  interest on that part of the predecessor  Note evidenced by
the  replacement  Note shall be paid to the  assignor  Conduit  Lender.  Accrued
interest  and accrued  fees shall be paid at the same time or times  provided in
the predecessor Note and in this Agreement.  The assignor Conduit Lender or such
Assignee  Conduit  Lender  must  also pay a  processing  fee to the  Agent  upon
delivery of any Conduit Lender Assignment Agreement in the amount of $3,500. Any
attempted  assignment and  delegation  not made in accordance  with this Section
11.11.1 shall be null and void.

                  (c) The Borrower may,  with the prior  written  consent of the
         Agent, replace any Liquidity Lender with one or more Eligible Assignees
         provided (x) that the Liquidity  Lender being replaced has been paid in
         full the  outstanding  amount of all  Liquidity  Advances  made by such
         Liquidity Lender and all other amounts accrued or due to such Liquidity
         Lender hereunder,  (y) that the full amount of the Liquidity Commitment
         Amount  remains  unchanged  and (z) that the  Percentages  of the total
         Liquidity  Commitments  allocated to the other Liquidity Lenders do not
         increase  unless prior written  consent from such Liquidity  Lender has
         been obtained.  Upon any such replacement,  such Liquidity Lender shall
         cease to be a party  hereto but shall  continue  to be  entitled to the
         benefits of Sections 5.3, 5.4, 5.5, 5.6,  11.3, and 11.4, as well as to
         any fees  accrued for its account  under  Section 4.4 and not yet paid;
         provided, however, that the Borrower and the Agent shall be entitled to
         continue to deal solely and directly  with the  Liquidity  Lender being
         replaced in connection  with the interests so assigned and delegated to
         an Assignee Lender until

                           (i) such  Assignee  Lender  shall have  executed  and
                  delivered  to the  Borrower  and the Agent a Liquidity  Lender
                  Assignment Agreement, accepted by the Agent; and

                           (ii) the processing  fees described  above shall have
been paid.

         SECTION 11.11.2 Participations.  Any Lender may at any time sell to one
or more commercial banks or other financial institution,  and the Conduit Lender
may  sell to one or  more  issuers  of  Commercial  Paper  Notes  (each  of such
commercial  banks,  financial  institution or other entity being herein called a
"Participant")  participating  interests  in  any  of  the  Advances,  Liquidity
Commitments,  or other interests of such Lender  hereunder;  provided,  however,
that

                  (a) no participation  contemplated in this Section 11.11 shall
         relieve such  Liquidity  Lender from its Liquidity  Commitments  or its
         other obligations  hereunder or under any other Transaction Document or
         such Conduit Lender from its  obligations  hereunder or under any other
         Transaction Document;

                                                               

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<PAGE>



                  (b) such Liquidity Lender shall remain solely  responsible for
         the   performance   of  its  Liquidity   Commitments   and  such  other
         obligations;

                  (c) the Borrower  and the Agent shall  continue to deal solely
         and directly with such Lender in connection  with such Lender's  rights
         and obligations  under this Agreement and each of the other Transaction
         Documents;

                  (d) no Participant, unless such Participant is an Affiliate of
         such Lender,  or is itself a Lender,  shall be entitled to require such
         Lender to take or refrain from taking any action hereunder or under any
         other Transaction Document,  except that such Lender may agree with any
         Participant  that such  Lender  will not,  without  such  Participant's
         consent,  take any actions of the type described in clause  (a)(iii) or
         (a)(iv) of Section 11.1; and

                  (e) the Borrower shall not be required to pay any amount under
         Sections  5.3, 5.4, 5.5 or 5.6 that is greater than the amount which it
         would have been  required  to pay had no  participating  interest  been
         sold.

The Borrower acknowledges and agrees that, to the extent permitted by applicable
law,  each  Participant,  subject to clause (e) above,  for purposes of Sections
5.3, 5.4, 5.5, 5.6, 5.8, 5.9, 11.3,  11.4, 11.13 and 11.16 shall be considered a
Lender.

         SECTION  11.12  Other  Transactions.  Nothing  contained  herein  shall
preclude  the Agent or any other  Lender from  engaging in any  transaction,  in
addition  to those  contemplated  by this  Agreement  or any  other  Transaction
Document,  with the Borrower or any of its  Affiliates  in which the Borrower or
such Affiliate is not restricted hereby from engaging with any other Person.

         SECTION 11.13  Bankruptcy  Petition Against the Borrower or the Conduit
Lender.  The Agent  (including  in its  capacity as  Collateral  Agent) and each
Liquidity  Lender hereby  covenants and agrees that,  prior to the date which is
one year and one day after the payment in full of all  outstanding  Obligations,
it will not institute against, or join any other Person in instituting  against,
the Borrower or the Conduit Lender any bankruptcy, reorganization,  arrangement,
insolvency or liquidation proceedings or other similar proceeding under the laws
of the United  States or any state of the United  States.  In the event that any
Liquidity  Lender takes action in violation of this Section 11.13,  the Borrower
and the Conduit Lender agree, for the benefit of the holders of the Obligations,
that they shall file an answer with the bankruptcy  court or otherwise  properly
contest  the filing of such a  petition  by the  Liquidity  Lender  against  the
Borrower and/or the Conduit Lender or the  commencement of such action and raise
the defense  that such  Liquidity  Lender has agreed in writing not to take such
action and should be estopped and precluded  therefrom and such other  defenses,
if any,  as its  counsel  advises  that it may assert.  The  provisions  of this
Section 11.13 shall survive the termination of this Agreement, and, with respect
to the Agent,  the  resignation or removal of the Agent and, with respect to any
Liquidity Lender, the replacement of such Liquidity Lender.


                                                              

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<PAGE>



         SECTION 11.14 No Recourse. Without limitation to the obligations of the
Borrower hereunder, no recourse shall be had for the payment of any amount owing
in respect of  Advances  or for the  payment of any fee  hereunder  or any other
obligation  or claim arising out of or based upon this  Agreement,  the Notes or
any other  Transaction  Document  against any  stockholder,  employee,  officer,
director or  incorporator  of the Borrower based solely on their status as such.
The  provisions  of this Section  11.14 shall  survive the  termination  of this
Agreement, and with respect to the Agent the resignation or removal of the Agent
and with  respect to any  Liquidity  Lender the  replacement  of such  Liquidity
Lender.

         SECTION  11.15  Survival  of   Representations   and  Warranties.   All
covenants,  agreements,  representations  and  warranties  made by the  Borrower
herein and in the  certificates  or other  instruments  prepared or delivered in
connection with or pursuant to this Agreement or any other Transaction  Document
shall be  considered  to have been relied upon by the Lenders and shall  survive
the  execution  and delivery of this  Agreement and the making by the Lenders of
the  Advances,  and the  execution  and  delivery  to the  Lenders  of the Notes
evidencing such Advances, regardless of any investigation made by the Lenders or
on their  behalf  and  shall  continue  so long as and  until  such  time as all
Obligations  hereunder and all Indebtedness under the Notes shall have been paid
in full and the  Liquidity  Lenders  no  longer  have any  Liquidity  Commitment
hereunder.

         SECTION 11.16  Confidentiality.  The Lenders shall hold all  non-public
information  (which  has  been  identified  as  such by the  Borrower)  obtained
pursuant  to the  requirements  of  this  Agreement  in  accordance  with  their
customary procedures for handling confidential information of this nature and in
accordance  with  safe and  sound  banking  practices  and in any event may make
disclosure to any of their examiners,  Affiliates, outside auditors, counsel and
other  professional  advisors in connection with this Agreement or as reasonably
required by any bona fide transferee,  participant or assignee or as required or
requested by any governmental  agency or  representative  thereof or pursuant to
legal process; provided, however, that

                  (a) unless specifically  prohibited by applicable law or court
         order,  each  Lender  shall  notify the  Borrower of any request by any
         governmental  agency or  representative  thereof  (other  than any such
         request in connection with an examination of the financial condition of
         such Lender by such  governmental  agency) for  disclosure  of any such
         non-public information prior to disclosure of such information;

                  (b)  prior to any such  disclosure  pursuant  to this  Section
         11.16,  each  Lender  shall  require  any such  bona  fide  transferee,
         participant   and  assignee   receiving  a  disclosure   of  non-public
         information to agree in writing

                           (i)  to be bound by this Section 11.16; and

                           (ii) to  require  such  Person to  require  any other
                  Person  to  whom  such  Person   discloses   such   non-public
                  information to be similarly bound by this Section 11.16; and

                                                                  

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<PAGE>



                  (c)  except  as may be  required  by an  order  of a court  or
         competent  jurisdiction and to the extent set forth therein,  no Lender
         shall be obligated or required to return any materials furnished by the
         Borrower.

         SECTION 11.17   Jurisdiction; Consent to Service of Process.
                         -------------------------------------------

ALL JUDICIAL  ROCEEDINGS BROUGHT AGAINST THE BORROWER OR ANY LENDER WITH RESPECT
TO THIS  AGREEMENT  OR ANY NOTE MAY BE  BROUGHT  IN ANY STATE OR (TO THE  EXTENT
PERMITTED BY LAW) FEDERAL  COURT OF COMPETENT  JURISDICTION  IN THE STATE OF NEW
YORK AND BY  EXECUTION  AND  DELIVERY OF THIS  AGREEMENT  THE  BORROWER AND EACH
LENDER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS  PROPERTIES,  GENERALLY AND
UNCONDITIONALLY,  THE  NONEXCLUSIVE  JURISDICTION OF THE AFORESAID  COURTS,  AND
IRREVOCABLY  AGREES TO BE BOUND BY ANY JUDGMENT  RENDERED  THEREBY IN CONNECTION
WITH THIS  AGREEMENT.  THE  BORROWER  AND EACH LENDER  DESIGNATE  AND APPOINT CT
CORPORATION  SYSTEM,  1633 BROADWAY,  NEW YORK,  NEW YORK 10019,  AND SUCH OTHER
PERSONS AS MAY HEREAFTER BE SELECTED BY THE BORROWER OR SUCH LENDER  IRREVOCABLY
AGREEING IN WRITING TO SERVE, AS ITS AGENT TO RECEIVE ON ITS BEHALF,  SERVICE OF
ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY
ACKNOWLEDGED BY THE BORROWER AND EACH LENDER TO BE EFFECTIVE AND BINDING SERVICE
IN EVERY RESPECT. A COPY OF SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED
MAIL TO THE  BORROWER OR SUCH  LENDER SO SERVED AT ITS  ADDRESS  PROVIDED IN THE
APPLICABLE  SIGNATURE PAGE HERETO,  EXCEPT THAT,  UNLESS  OTHERWISE  PROVIDED BY
APPLICABLE  LAW,  ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF
SERVICE OF  PROCESS.  IF ANY AGENT  APPOINTED  BY THE  BORROWER  OR SUCH  LENDER
REFUSES TO ACCEPT  SERVICE,  THE  BORROWER  AND EACH  LENDER  HEREBY  AGREE THAT
SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL
AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT OF ANY  LENDER OR THE  AGENT TO BRING  PROCEEDINGS  AGAINST  THE
BORROWER OR THE BORROWER TO BRING  PROCEEDINGS  AGAINST ANY LENDER IN THE COURTS
OF ANY OTHER JURISDICTION.

         SECTION  11.18  Waiver of Jury  Trial.  THE AGENT,  THE LENDERS AND THE
BORROWER HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY  WAIVE ANY RIGHTS THEY
MAY  HAVE TO A TRIAL BY JURY IN  RESPECT  OF ANY  LITIGATION  BASED  HEREON,  OR
ARISING OUT OF,  UNDER,  OR IN  CONNECTION  WITH,  THIS  AGREEMENT  OR ANY OTHER
TRANSACTION  DOCUMENT, OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENT,  THE LENDERS OR THE BORROWER.
THE BORROWER  ACKNOWLEDGES  AND AGREES THAT IT HAS RECEIVED FULL AND  SUFFICIENT
CONSIDERATION  FOR THIS  PROVISION  (AND  EACH  OTHER  PROVISION  OF EACH  OTHER


                                                                          

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<PAGE>



TRANSACTION  DOCUMENT  TO WHICH IT IS A PARTY)  AND  THAT  THIS  PROVISION  IS A
MATERIAL  INDUCEMENT FOR THE AGENT AND THE LENDERS  ENTERING INTO THIS AGREEMENT
AND EACH SUCH OTHER TRANSACTION DOCUMENT.

         SECTION 11.19 Qualification Regarding Bacova. The Agent and the Lenders
agree to the provisions of Section 1.03 of the Purchase Agreement.



                                                              

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<PAGE>



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

                 B.I. FUNDING, INC.



                 By:          /s/Mary Ellen Ramsayer
                          Name:  Mary Ellen Ramsayer
                          Title: Assistant Secretary

                          Address:          2775 Highway 40
                                            Suite 522
                                            P.O. Box 1449
                                            Verdi, Nevada 89439-1449

                          Attention: General Counsel

                          Facsimile No.: (702) 345-6166

                          Telephone No.: (702) 345-6100


                 WACHOVIA BANK, N.A., as Agent


                 By:         /s/ W.E. Covington
                          Name:  William E. Covington
                          Title: Senior Vice President

                 Address:  191 Peachtree Street, GA-423
                              Atlanta, GA  30303

                 Attention: Deborah Williams
                               Asset Backed Finance

                 Facsimile No.:  (404) 332-4005

                 Telephone No.:  (404) 332-4363


                                                        

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<PAGE>



                 BLUE RIDGE ASSET FUNDING
                 CORPORATION, as Conduit Lender


                 By:         /s/ W.E. Covington
                          Name:  William E. Covington
                          Title: Senior Vice President

                 Address:  c/o Wachovia Bank, N.A.,
                              191 Peachtree Street, GA-423
                              Atlanta, GA  30303

                 Attention: Deborah Williams
                                Asset Backed Finance

                 Facsimile No.:  (404) 332-4005

                 Telephone No.:  (404) 332-4363

                                                                        

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<PAGE>



                      WACHOVIA BANK, N.A., as Liquidity
                      Lender



                            By:         /s/ W.E. Covington
                                      Name: William E. Covington
                                     Title: Senior Vice President


                            By:
                                      Name:  
                                     Title: 

Domestic
Office:  191 Peachtree Street, GA-423
                  Atlanta, GA  30303

Attention:        Deborah Williams
                  Asset Backed Finance

Facsimile No.:  (404) 332-4005

Telephone No.:


LIBOR
Office:  191 Peachtree Street, GA-423
                  Atlanta, GA  30303


Attention:        Deborah Williams
                  Asset Backed Finance

Facsimile No.:  (404) 332-4005

Telephone No.: (404) 332-4363

                                                                   

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