OUTSOURCING SOLUTIONS INC.

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT



     This SECOND  AMENDED AND RESTATED  CREDIT  AGREEMENT is dated as of January
26, 1998 and entered into by and among  OUTSOURCING  SOLUTIONS  INC., a Delaware
corporation  ("Company"),  THE  FINANCIAL  INSTITUTIONS  LISTED ON THE SIGNATURE
PAGES  HEREOF  (each   individually   referred  to  herein  as  a  "LENDER"  and
collectively  as  "LENDERS"),  GOLDMAN SACHS CREDIT  PARTNERS L.P. and THE CHASE
MANHATTAN  BANK,  as  co-administrative   agents  (each,  in  such  capacity,  a
"CO-ADMINISTRATIVE  AGENT"  and,  collectively,   "CO-ADMINISTRATIVE   AGENTS"),
GOLDMAN  SACHS CREDIT  PARTNERS  L.P. and CHASE  SECURITIES  INC.,  as arranging
agents  (each,  in  such  capacity,   an  "ARRANGING  AGENT"  and  collectively,
"ARRANGING  AGENTS"),  and SUNTRUST BANK,  ATLANTA, as collateral agent (in such
capacity, "COLLATERAL AGENT").


                                 R E C I T A L S
                                 - - - - - - - -

     WHEREAS,   Company  and  certain  financial   institutions  (the  "Existing
Lenders")  are parties to that  certain  Amended and Restated  Credit  Agreement
dated as of October 8, 1997 (as heretofore  amended,  supplemented  or otherwise
modified,  the  "EXISTING  CREDIT  AGREEMENT"),  pursuant to which the  Existing
Lenders  (capitalized terms used in these Recitals without definition shall have
the  respective  meanings  assigned in subsection  1.1 hereof) have extended and
agreed to extend  certain  credit  facilities to Company,  the proceeds of which
were or will be used (i) together  with the proceeds of the  Subordinated  Notes
and  certain  other  funds,  to fund  the  Payco  Acquisition,  the  Accelerated
Acquisition  and the NSA  Acquisition  and  refinance  certain  indebtedness  of
Company,  Payco,  Accelerated  and NSA  and pay  certain  transaction  fees  and
expenses relating thereto, and (ii) to provide working capital and financing for
certain acquisitions by Company and its Subsidiaries;

     WHEREAS,  the domestic  Subsidiaries  of Company have guaranteed all of the
obligations of Company with respect to the credit facilities provided by Lenders
under the Existing Credit Agreement;

     WHEREAS,  Company  has secured all of the  Obligations  under the  Existing
Credit Agreement, and each such Subsidiary of Company has secured its respective
obligations under the Subsidiary Guaranty,  by granting to Collateral Agent, for
the benefit of Agents and Lenders,  (i) a first  priority Lien on  substantially
all of their  respective  real and personal  property and (ii) a first  priority
pledge of all of the capital  stock of their  respective  domestic  Subsidiaries
(65% of the capital stock of their respective foreign subsidiaries);

     WHEREAS, Company has entered into (i) the Accelerated Acquisition Agreement
with   Accelerated   Bureau  of  Collections,   Inc.,  a  Colorado   corporation
("Accelerated"), pursuant to which, among other things, Company has acquired all
or  substantially  all of the assets  (the  "ACCELERATED  ACQUIRED  ASSETS")  of
Accelerated,  and (ii) the NSA  Acquisition  Agreement  with North Shore Agency,
Inc., a New York  corporation  ("NSA"),  and certain other Persons,  pursuant to
which, among other things,  Company has acquired all or substantially all of the
assets (the "NSA ACQUIRED ASSETS") of NSA;

     WHEREAS,  Company,  Sherman Acquisition  Corporation ("Merger Sub") and The
Union Corporation,  a Delaware corporation ("Union") have entered into the Union
Acquisition  Agreement  pursuant  to which (i) Merger Sub will tender for all of
the issued and outstanding  capital stock of Union pursuant to the Tender Offer;
(ii) after  consummation of the Tender Offer,  Merger Sub will merge (the "UNION
MERGER")  with and into Union,  with Union being the surviving  corporation  and
thereby becoming a wholly-owned Subsidiary of Company; and (iii) pursuant to the
Union  Merger any Union  Common  Stock not  tendered in the Tender Offer will be
canceled in exchange for certain cash consideration;

     WHEREAS,  Company  desires that  Existing  Lenders and New Lenders agree to
amend and restate the  Existing  Credit  Agreement in its entirety (i) to extend
additional  credit  facilities  to Company in an aggregate  principal  amount of
$225,000,000  through  the  addition  of a  Tranche C Term  Loan  facility,  the
proceeds of which will be used (a) to finance the purchase of the capital  stock
of Union pursuant to the Tender Offer and the payment of cash  consideration  to
certain  shareholders of Union upon consummation of the Union Merger, (b) to pay
Transaction  Costs,  and (c) to repay  outstanding  Revolving Loans, and (ii) to
make certain other changes as more fully set forth herein,  which  amendment and
restatement shall become effective upon satisfaction of the conditions precedent
set forth herein;

     WHEREAS,  it is the intent of the parties  hereto that this  Agreement  not
constitute a novation of the  obligations  and  liabilities of the parties under
the Existing Credit  Agreement or be deemed to evidence or constitute  repayment
of all or any  portion  of  such  obligations  and  liabilities  and  that  this
Agreement  amend and restate in its entirety the Existing  Credit  Agreement and
re-evidence the Obligations of Company outstanding thereunder; and

     WHEREAS,  it is the intent of Loan Parties to confirm that all  Obligations
of Loan Parties under the other Loan Documents  shall continue in full force and
effect  and that,  from and after the  Effective  Date,  all  references  to the
"CREDIT AGREEMENT" contained therein shall be deemed to refer to this Agreement:

     NOW,  THEREFORE,  in  consideration  of the  premises  and the  agreements,
provisions and covenants herein contained,  Company, Lenders,  Co-Administrative
Agents,  Arranging  Agents and Collateral Agent agree that on the Effective Date
the Existing  Credit  Agreement shall be amended and restated in its entirety as
follows:

                                   SECTION 1.
                                  DEFINITIONS

1.1  CERTAIN DEFINED TERMS.

     The  following  terms  used in this  Agreement  shall  have  the  following
meanings:

     "Accelerated" has the meaning assigned to that term in the Recitals to this
Agreement.

     "Accelerated  Acquired  Assets" means the assets  acquired  pursuant to the
Accelerated Acquisition.

     "Accelerated  Acquisition"  means  the  transactions  contemplated  by  the
Accelerated Acquisition Agreement.

     "Accelerated  Acquisition  Agreement" means the Asset Purchase Agreement by
and between Company and  Accelerated,  in the form delivered to Arranging Agents
on or prior to the Funding  Date for the  Accelerated  Acquisition  Loans and as
such agreement may be amended, restated, supplemented or otherwise modified from
time to time to the extent permitted under subsection 7.12A.

     "Accelerated Acquisition Loans" means Additional Tranche B Term Loans in an
aggregate principal amount of $33,000,000 made to Company on November 10, 1997.

     "Acquisition  Loans" means the  Accelerated  Acquisition  Loans and the NSA
Acquisition Loans, collectively.

     "Acquisition Sub" means Boxer Acquisition Corp., a Delaware corporation.

     "Additional  Tranche  B Term  Loans"  means the Loans  made by  Lenders  to
Company pursuant to subsection 2.1A(ii) of the Existing Credit Agreement.

     "Adjusted Eurodollar Rate" means, for any Interest Rate Determination Date,
the rate per annum  obtained by dividing (i) the London  Interbank  offered rate
for deposits in U.S.  Dollars for maturities  comparable to the Interest  Period
for which such Adjusted  Eurodollar  Rate will apply as of  approximately  11:00
A.M.  (London  time) on such Interest  Rate  Determination  Date as set forth on
Telerate Page 3750 by (ii) a percentage  equal to 100% minus the stated  maximum
rate of all reserve requirements (including,  without limitation,  any marginal,
emergency,  supplemental, special or other reserves) applicable on such Interest
Rate  Determination  Date to any member  bank of the Federal  Reserve  System in
respect  of  "Eurocurrency  liabilities"  as  defined  in  Regulation  D (or any
successor category of liabilities under Regulation D).

     "Affected Lender" has the meaning assigned to that term in subsection 2.6C.

     "Affiliate"  means, as applied to any Person,  any other Person directly or
indirectly  controlling,  controlled  by, or under  common  control  with,  that
Person.  For  the  purposes  of  this  definition,  "control"  (including,  with
correlative meanings, the terms "controlling", "controlled by" and "under common
control  with"),  as applied to any Person,  means the  possession,  directly or
indirectly,  of the power to direct or cause the direction of the management and
policies of that Person,  whether through the ownership of voting  securities or
by contract or otherwise;  provided,  however,  that  "Affiliate"  as applied to
Company or its Subsidiaries shall not include Chase, CSI, GSCP, Goldman, Sachs &
Co. or CS First Boston Corporation and their respective Affiliates,  except that
Goldman,  Sachs & Co. and GSCP shall be considered Affiliates of Company and its
Subsidiaries  for purposes of  subsection  7.9 hereof to the extent such Persons
are  acting as agents or  brokers  for  Company  or any of its  Subsidiaries  in
connection with any sales of receivables portfolios.

     "Agent" means,  individually,  each of Collateral Agent,  Co-Administrative
Agents  and   Arranging   Agents,   and   "AGENTS"   means   Collateral   Agent,
Co-Administrative Agents and Arranging Agents, collectively.

     "Agreement"  means this Second Amended and Restated Credit  Agreement dated
as of  January  26,  1998,  as it  may be  amended,  restated,  supplemented  or
otherwise modified from time to time.

     "Applicable  Base Rate Margin" means,  with respect to the applicable  Loan
set forth below, the corresponding per annum rate set forth below:

 =========================================== ==================================
                    LOAN                                    APPLICABLE
                                                         BASE RATE MARGIN
 =========================================== ==================================
            Tranche A Term Loans                               1.50%
 =========================================== ==================================
 Tranche B Term Loans                                          2.00%
 =========================================== ==================================
 Tranche C Term Loans                                          2.00%
 =========================================== ==================================
 Revolving Loans                                               1.50%
 =========================================== ==================================

; provided that the Applicable  Base Rate Margin set forth above with respect to
Tranche  A Term  Loans and  Revolving  Loans  shall be  reduced  by the  Pricing
Reduction, if any.

     "Applicable  Eurodollar Rate Margin" means,  with respect to the applicable
Loan set forth below, the corresponding per annum rate set forth below:

 =========================================== ===================================
                    LOAN                               APPLICABLE EURODOLLAR
                                                            RATE MARGIN
 =========================================== ===================================
            Tranche A Term Loans                               2.50%
 =========================================== ===================================
 Tranche B Term Loans                                          3.00%
 =========================================== ===================================
 Tranche C Term Loans                                          3.00%
 =========================================== ===================================
 Revolving Loans                                               2.50%
 =========================================== ===================================

;  provided  that the  Applicable  Eurodollar  Rate  Margin set forth above with
respect  to  Tranche A Term Loans and  Revolving  Loans  shall be reduced by the
Pricing Reduction, if any.

     "Arranging  Agent" and  "Arranging  Agents"  have the  respective  meanings
assigned to such terms in the  introduction  to this  Agreement;  provided  that
after the Effective Date, Arranging Agents shall only mean and include GSCP.

     "Articles  of Merger"  means the Articles of Merger dated as of November 6,
1996 by and between  Acquisition Sub and Payco to be filed with the Secretary of
State of  Wisconsin,  as in effect on the Closing Date and as such  articles may
heretofore  have been or hereafter  may be amended,  restated,  supplemented  or
otherwise  modified from time to time  thereafter to the extent  permitted under
subsection 7.12A.

     "Asset Sale" means the sale (including in any  sale-leaseback  transaction)
by Company or any of its  Subsidiaries  to any Person (other than Company or any
of its Wholly  Owned  Subsidiaries)  of (i) any of the stock of any of Company's
Subsidiaries  (other  than the sale of stock of Union  during such times as such
shares constitute Margin Stock),  (ii) all or substantially all of the assets of
any division or line of business of Company or any of its Subsidiaries, or (iii)
any other assets  other than sales of assets in the ordinary  course of business
and sales of obsolete  equipment,  excluding any such other assets to the extent
that the  aggregate  value of such  assets  sold in any  single  transaction  or
transactions is equal to $250,000 or less in any one Fiscal Year;  provided that
in no event shall a sale of all or any  portion of a  receivables  portfolio  be
deemed a sale of assets in the ordinary course of business.

     "Assignment  Agreement" means an assignment  agreement in substantially the
form of Exhibit XIII annexed  hereto or in such other form as may be approved by
Co-Administrative Agents.

     "Bankruptcy  Code"  means  Title  11 of the  United  States  Code  entitled
"Bankruptcy", as now and hereafter in effect, or any successor statute.

     "Base Rate" means, at any time, the higher of (x) the Prime Rate or (y) the
rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate.

     "Base Rate Loans"  means Loans  bearing  interest  at rates  determined  by
reference to the Base Rate as provided in subsection 2.2A.

     "Business  Day" means (i) for all purposes  other than as covered by clause
(ii)  below,  any day  excluding  Saturday,  Sunday and any day which is a legal
holiday  under  the laws of the  State of New York or is a day on which  banking
institutions  located in such state are  authorized  or required by law or other
governmental   action  to  close,   and  (ii)  with   respect  to  all  notices,
determinations, fundings, issuances and payments in connection with the Adjusted
Eurodollar  Rate or any  Eurodollar  Rate Loans,  any day that is a Business Day
described  in clause  (i) above  and that is also (a) a day for  trading  by and
between banks in Dollar deposits in the London interbank market and (b) a day on
which banking institutions are open for business in London.

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

     "Cash" means money, currency or a credit balance in a Deposit Account.

     "Cash Equivalents"  means (i) marketable  securities issued or directly and
unconditionally  guaranteed  by the United  States  Government  or issued by any
agency thereof and backed by the full faith and credit of the United States,  in
each case maturing  within one year from the date of acquisition  thereof;  (ii)
marketable  direct  obligations  issued  by any  state of the  United  States of
America  or  any  political   subdivision  of  any  such  state  or  any  public
instrumentality  thereof  maturing  within one year from the date of acquisition
thereof and, at the time of  acquisition,  having the highest rating  obtainable
from  either  Standard & Poor's  Rating  Service  ("S&P")  or Moody's  Investors
Service, Inc. ("MOODY'S"); (iii) commercial paper maturing no more than one year
from the date of  creation  thereof  and, at the time of  acquisition,  having a
rating of at least A-1 from S&P or at least P-1 from Moody's;  (iv) certificates
of deposit or  bankers'  acceptances  maturing  within one year from the date of
acquisition thereof and, at the time of acquisition, having a rating of at least
A-1  from  S&P or at  least  P-1  from  Moody's,  issued  by any  Lender  or any
commercial  bank organized under the laws of the United States of America or any
state thereof or the District of Columbia having unimpaired  capital and surplus
of not less than  $250,000,000  (each Lender and each such commercial bank being
herein called a "CASH EQUIVALENT BANK"); and (v) Eurodollar time deposits having
a maturity of less than one year  purchased  directly  from any Cash  Equivalent
Bank (provided such deposit is with such Cash  Equivalent Bank or any other Cash
Equivalent Bank).

     "Cash  Proceeds"  means,  with  respect to any Asset  Sale,  Cash  payments
(including  any  Cash  received  by way of  deferred  payment  pursuant  to,  or
monetization  of,  a note  receivable  or  otherwise,  but  only as and  when so
received) received by Company or any of its Subsidiaries from such Asset Sale.

     "Certificate re Non-Bank  Status" means a certificate  substantially in the
form  of   Exhibit   XV  annexed   hereto   delivered   by  a  Lender  to  Chase
Co-Administrative Agent pursuant to subsection 2.7B(iii).

     "Chase"  means  The Chase  Manhattan  Bank and its  successors,  including,
without limitation, its successors by merger.

     "Chase   Co-Administrative  Agent"  means  Chase,  in  its  capacity  as  a
Co-Administrative  Agent, and any successor to Chase in such capacity  appointed
pursuant to subsection 9.5A.

     "Closing Date" means November 6, 1996.

     "Co-Administrative   Agent"  and   "Co-Administrative   Agents"   have  the
respective meanings assigned to such terms in the introduction to this Agreement
and also  mean and  include  any  successor  Co-Administrative  Agent  appointed
pursuant to subsection 9.5A.

     "Collateral"  means all of the  properties  and assets  (including  capital
stock) in which Liens are purported to be granted by the Collateral Documents.

     "Collateral  Account"  has  the  meaning  assigned  to  that  term  in  the
Collateral Account Agreement.

     "Collateral  Account  Agreement"  means the  Collateral  Account  Agreement
executed  and  delivered  by Company  and Chase  Co-Administrative  Agent on the
Closing Date,  substantially in the form of Exhibit XVI annexed hereto, pursuant
to which Company may pledge cash to Chase  Co-Administrative Agent to secure the
obligations of Company to reimburse  Issuing Lenders for payments made under one
or more Letters of Credit as such  Collateral  Account  Agreement may heretofore
have been or  hereafter  may be amended,  restated,  supplemented  or  otherwise
modified from time to time.

     "Collateral Agent" means SunTrust, in its capacity as Collateral Agent, and
any  successor to SunTrust,  in such capacity  appointed  pursuant to subsection
9.5A.

     "Collateral Documents" means the Pledge Agreement,  the Security Agreement,
the Limited Partnership  Security  Agreement,  the Trademark Security Agreement,
the Collateral  Account  Agreement,  the Mortgages,  the Deeds of Trust, and any
other documents,  instruments or agreements delivered by any Loan Party pursuant
to this  Agreement  or any of the  other  Loan  Documents  in  order to grant or
perfect liens on any assets of such Loan Party as security for the Obligations.

     "Commercial  Letter  of  Credit"  means any  letter  of  credit or  similar
instrument  issued for the purpose of providing the primary payment mechanism in
connection  with the purchase of any materials,  goods or services by Company or
any of its  Subsidiaries  in the ordinary  course of business of Company or such
Subsidiary.

     "Commitments"  means (i) with respect to the period prior to the  Effective
Date, the  commitments of Lenders to make Loans as set forth in subsection  2.1A
of the Existing  Credit  Agreement,  and (ii)  thereafter,  the  commitments  of
Lenders to make Loans as set forth in subsection 2.1A of this Agreement.

     "Company  Common  Stock" means,  collectively,  Company's (i) Voting Common
Stock,  par value $0.01 per share,  (ii) Class A Non-Voting  Common  Stock,  par
value $0.01 per share,  (iii) Class B Non-Voting  Common Stock,  par value $0.01
per share, and (iv) Class C Non-Voting Common Stock, par value $0.01 per share.

     "Company  Preferred  Stock"  means  Company's  8.0%  Non-Voting  Cumulative
Redeemable  Exchangeable  Preferred Stock  outstanding as of the Closing Date in
the  approximate  amount  of  $10,800,000,  together  with  any  shares  of such
preferred  stock issued after the Closing  Date as dividends  thereon  permitted
under subsection 7.5 of the Existing Credit Agreement or under subsection 7.5 of
this Agreement.

     "Compliance  Certificate" means a certificate  substantially in the form of
Exhibit X annexed hereto delivered to Chase  Co-Administrative  Agent by Company
pursuant to subsection 6.1(iv).

     "Condemnation Proceeds" has the meaning assigned to that term in subsection
2.4B(iii)(d).

     "Consolidated  Capital  Expenditures" means, for any period, the sum of (i)
the aggregate of all expenditures  (whether paid in cash or other  consideration
or accrued as a liability and including  that portion of Capital Leases which is
capitalized on the consolidated  balance sheet of Company and its  Subsidiaries)
by Company and its  Subsidiaries  during that period that,  in  conformity  with
GAAP, are included in "purchases of property,  plant or equipment" or comparable
items reflected in the  consolidated  statement of cash flows of Company and its
Subsidiaries  plus  (ii)  to the  extent  not  covered  by  clause  (i) of  this
definition,  the aggregate of all  expenditures by Company and its  Subsidiaries
during that period to acquire (by purchase or otherwise) the business,  property
(except inventory, other than any receivables portfolios, in the ordinary course
of  business)  or fixed  assets of any  Person,  or stock or other  evidence  of
beneficial  ownership of any Person that, as a result of the acquisition of such
stock or other evidence, becomes a Subsidiary of Company.

     "Consolidated  Current Assets" means, as at any date of determination,  the
total assets of Company and its  Subsidiaries on a consolidated  basis which may
properly be classified as current assets in conformity with GAAP, excluding Cash
and Cash Equivalents.

     "Consolidated  Current Liabilities" means, as at any date of determination,
the total  liabilities of Company and its  Subsidiaries on a consolidated  basis
which may properly be classified as current liabilities in conformity with GAAP.

     "Consolidated EBITDA" means, for any period, (i) the sum of the amounts for
such period of (a) Consolidated Net Income,  (b) Consolidated  Interest Expense,
(c) provisions for taxes based on income,  (d) total depreciation  expense,  (e)
total amortization  expense, (f) other non-cash items reducing  Consolidated Net
Income,  (g) to the extent  deducted  in  determining  Consolidated  Net Income,
charges  incurred  during 1998 not in excess of  $1,500,000  with respect to the
costs of implementing a new computer  system at Payco and  duplicative  costs of
operating the old system concurrently, (h) to the extent deducted in determining
Consolidated Net Income,  any  non-recurring  charges incurred after the Closing
Date in  connection  with  the  resolution  of  litigation  of  Company  and its
Subsidiaries  disclosed in that certain Offering Circular dated October 31, 1996
prepared in connection with the offering of the  Subordinated  Notes, and (i) to
the extent deducted in determining  Consolidated Net Income for such period, any
non-recurring  charges  not to exceed $20 million in the  aggregate  incurred by
Union and/or its Subsidiaries during the period from January 1, 1998 through the
Union Merger Date to the extent such  charges  were  incurred as a result of the
Union Acquisition (including  approximately $14.5 million of "change of control"
payments to be paid by Union to employees  and  directors of Union in connection
with the Union Acquisition and approximately  $5.5 million of fees and expenses)
less (ii) the sum of the  amounts for such  period of (a) other  non-cash  items
increasing  Consolidated Net Income and (b) to the extent not otherwise deducted
in determining  Consolidated  Net Income,  payments made during such period with
respect to Earn Out Agreements  permitted  hereunder and Management Fees, all of
the  foregoing  as  determined  on a  consolidated  basis  for  Company  and its
Subsidiaries in conformity with GAAP.

     "Consolidated  Excess  Cash  Flow"  means,  for any  period,  an amount (if
positive)  equal to (i) the sum,  without  duplication,  of the amounts for such
period of (a)  Consolidated  EBITDA  and (b) the  Consolidated  Working  Capital
Adjustment  minus (ii) the sum,  without  duplication,  of the  amounts for such
period of (a) voluntary and scheduled cash repayments of Consolidated Total Debt
(excluding repayments of Revolving Loans except to the extent the Revolving Loan
Commitments are permanently  reduced in connection  with such  repayments),  (b)
Consolidated Capital Expenditures (net of any proceeds of any related financings
with respect to such expenditures),  (c) Consolidated  Interest Expense, (d) the
provision for current taxes based on income of Company and its  Subsidiaries and
payable in cash with respect to such period, and (e) to the extent not otherwise
deducted in calculating Consolidated Excess Cash Flow, cash payments made during
such period with respect to non-recurring charges described in subdivisions (g),
(h) and (i) of the definition of Consolidated EBITDA.

     "Consolidated  Fixed Charges" means, for any period, an amount equal to the
sum of the amounts for such period of (i) scheduled cash repayments of principal
of  all   Indebtedness,   as  reduced  by  prepayments   previously  made,  (ii)
Consolidated   Interest  Expense,   (iii)   Consolidated   Maintenance   Capital
Expenditures  and (iv) the  portion of taxes  based on income  actually  paid in
cash.

     "Consolidated  Interest  Expense"  means,  for any period,  total  interest
expense  (including  that portion  attributable  to Capital Leases in accordance
with GAAP)  payable in cash of Company and its  Subsidiaries  on a  consolidated
basis  with  respect  to  all  outstanding   Indebtedness  of  Company  and  its
Subsidiaries,  including,  without  limitation,  all commissions,  discounts and
other fees and  charges  owed with  respect  to  letters of credit and  bankers'
acceptance  financing  and  net  costs  under  Interest  Rate  Agreements,   but
excluding,  however, any amounts referred to in subsection 2.3 of this Agreement
or subsection 2.3 of the Existing Credit Agreement payable to Agents and Lenders
on or before the Effective Date or the Closing Date, respectively.

     "Consolidated  Maintenance Capital Expenditures" means, for any period, all
Consolidated  Capital  Expenditures  for such  period  other  than  Consolidated
Capital  Expenditures  expended  to make  Permitted  Acquisitions  or  Permitted
Portfolio Acquisitions.

     "Consolidated  Net Income" means, for any period,  the net income (or loss)
of Company and its Subsidiaries on a consolidated basis for such period taken as
a single  accounting  period  determined in conformity with GAAP;  provided that
there  shall be  excluded  (i) the income (or loss) of any Person  (other than a
Subsidiary  of Company) in which any other Person  (other than Company or any of
its  Subsidiaries)  has a joint interest,  except to the extent of the amount of
dividends  or  other  distributions  actually  paid  to  Company  or  any of its
Subsidiaries by such Person during such period, (ii) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary of Company or is merged
into or  consolidated  with Company or any of its  Subsidiaries or that Person's
assets are acquired by Company or any of its  Subsidiaries,  (iii) the income of
any  Subsidiary  of  Company to the extent  that the  declaration  or payment of
dividends or similar  distributions  by that Subsidiary of that income is not at
the time  permitted by  operation of the terms of its charter or any  agreement,
instrument,  judgment,  decree, order, statute, rule or governmental  regulation
applicable to that Subsidiary,  (iv) any after-tax gains or losses  attributable
to Asset Sales,  and (v) (to the extent not included in clauses (i) through (iv)
above) any net extraordinary gains or net non-cash extraordinary losses.

     "Consolidated  Total  Debt"  means,  as at any date of  determination,  the
aggregate stated balance sheet amount of all outstanding Indebtedness of Company
and its  Subsidiaries  on a consolidated  basis as determined in conformity with
GAAP.

     "Consolidated Working Capital" means, as at any date of determination,  the
excess of Consolidated Current Assets over Consolidated Current Liabilities.

     "Consolidated  Working  Capital  Adjustment"  means,  for any  period  on a
consolidated  basis,  the  amount  (which  may be a  negative  number)  by which
Consolidated  Working  Capital as of the beginning of such period exceeds (or is
less than) Consolidated Working Capital as of the end of such period.

     "Contingent  Obligation"  means,  as applied to any  Person,  any direct or
indirect liability,  contingent or otherwise, of that Person (i) with respect to
any Indebtedness,  lease, dividend or other obligation of another if the primary
purpose or intent thereof by the Person  incurring the Contingent  Obligation is
to provide  assurance  to the obligee of such  obligation  of another  that such
obligation  of  another  will be  paid or  discharged,  or that  any  agreements
relating  thereto will be complied with, or that the holders of such  obligation
will be protected  (in whole or in part) against loss in respect  thereof,  (ii)
with respect to any letter of credit issued for the account of that Person or as
to which that Person is otherwise liable for reimbursement of drawings, or (iii)
under Interest Rate Agreements.  Contingent  Obligations shall include,  without
limitation, (a) the direct or indirect guaranty, endorsement (otherwise than for
collection  or  deposit  in  the  ordinary   course  of  business),   co-making,
discounting with recourse or sale with recourse by such Person of the obligation
of  another,  (b) the  obligation  to make  take-or-pay  or similar  payments if
required  regardless  of  non-performance  by any other  party or  parties to an
agreement,  and (c) any  liability of such Person for the  obligation of another
through any agreement  (contingent or otherwise) (x) to purchase,  repurchase or
otherwise acquire such obligation or any security therefor,  or to provide funds
for the payment or discharge of such  obligation  (whether in the form of loans,
advances,  stock  purchases,  capital  contributions  or  otherwise)  or  (y) to
maintain  the solvency or any balance  sheet item,  level of income or financial
condition of another if, in the case of any agreement described under subclauses
(x) or (y) of this  sentence,  the  primary  purpose  or  intent  thereof  is as
described in the preceding  sentence.  The amount of any  Contingent  Obligation
shall be equal to the  amount  of the  obligation  so  guaranteed  or  otherwise
supported  or,  if less,  the  amount to which  such  Contingent  Obligation  is
specifically limited.

     "Continuing  Director"  shall mean,  as of any date of  determination,  any
member of the Board of  Directors  of Company who (i) was a member of such Board
of Directors on the Closing Date or (ii) was  nominated  for election or elected
to such Board of Directors with the affirmative vote of the MDC Entities.

     "Contractual  Obligation" means, as applied to any Person, any provision of
any Security issued by that Person or of any material indenture,  mortgage, deed
of trust,  contract,  undertaking,  agreement or other  instrument to which that
Person is a party or by which it or any of its  properties  is bound or to which
it or any of its properties is subject.

     "Corporate Loan Party" means any Loan Party which is a corporation.

     "CSI"  means  Chase   Securities  Inc.  and  its  successors  and  assigns,
including, without limitation, its successors by merger.

     "Custodian" means ChaseMellon Shareholder Services, L.C.C.

     "Debt Collection Laws" means the Fair Debt Collection Practices Act and any
similar state laws relating to the collection of consumer debt.

     "Deed of Trust"  means any deed of trust  granted  by Company or any of its
Subsidiaries in any interest in real property to secure the Obligations, as such
deed of trust may be amended, restated,  supplemented or otherwise modified from
time to time.

     "Defaulting Lender" means any Lender with respect to which a Lender Default
is in effect.

     "Delayed-Draw  Term Loans" means a portion of the Tranche C Term Loans,  in
an  aggregate  amount equal to the product of (x) $31.50 and (y) those shares of
Union  Common  Stock not  purchased  pursuant to the Tender  Offer,  that may be
borrowed by Company on the Union Merger Date.

     "Deposit Account" means a demand,  time, savings,  passbook or like account
with a bank,  savings and loan association,  credit union or like  organization,
other than an account evidenced by a negotiable certificate of deposit.

     "Dollars"  and the sign "$" mean the lawful  money of the United  States of
America.

     "Earn Out  Agreement"  shall mean (i) the  agreements set forth in Schedule
7.4(iv)(a)  hereto and (ii) any other  agreement  entered into after the Closing
Date by Company to pay the seller or sellers of any Person or assets acquired in
accordance  with the  provisions of subsection  7.7(v) at any time following the
consummation  of such  acquisition by reference to the financial  performance of
Company or the Person or assets acquired.

     "Effective Date" means the date on or before February 15, 1998 on which the
conditions  precedent set forth in subsections 4.2 and 4.4 shall be satisfied or
waived in accordance with the terms hereof.

     "Eligible  Assignee"  means (i) (a) a commercial  bank organized  under the
laws of the United States or any state thereof;  (b) a commercial bank organized
under the laws of any other country or a political subdivision thereof; provided
that (x) such bank is acting  through a branch or agency  located  in the United
States or (y) such  bank is  organized  under  the laws of a  country  that is a
member  of the  Organization  for  Economic  Cooperation  and  Development  or a
political  subdivision  of  such  country;  (c) any  other  entity  which  is an
"accredited  investor"  (as defined in  Regulation D under the  Securities  Act)
which extends credit or buys loans as one of its businesses  including,  but not
limited to, insurance companies, mutual funds and lease financing companies; and
(d) any other financial institution or fund (whether a corporation, partnership,
trust or other  entity)  that is  engaged  in making,  purchasing  or  otherwise
investing in  commercial  loans in the  ordinary  course of its business and has
combined  capital  and surplus or net assets of at least  $100,000,000,  in each
case (under  clauses (a) through  (d) above) that is  reasonably  acceptable  to
Co-Administrative  Agents;  and (ii) any Lender and any Affiliate of any Lender;
provided that no Affiliate of Company shall be an Eligible Assignee.

     "Employee  Benefit  Plan" means any  "employee  benefit plan" as defined in
Section  3(3) of ERISA  which is  subject  to ERISA and which is  maintained  or
contributed to by Company or any of its ERISA Affiliates.

     "Environmental Claim" means any written accusation,  allegation,  notice of
violation,   claim,  demand,   abatement  order  or  other  order  or  direction
(conditional or otherwise) by any  governmental  authority or any Person for any
damage,  including,  without  limitation,  personal injury (including  sickness,
disease  or  death),  tangible  or  intangible  property  damage,  contribution,
indemnity,  indirect  or  consequential  damages,  damage  to  the  environment,
nuisance, pollution,  contamination or other adverse effects on the environment,
or for fines,  penalties or  restrictions,  in each case relating to,  resulting
from or in connection with Hazardous  Materials and relating to Company,  any of
its  Subsidiaries,  any of their  respective  Affiliates  that are  directly  or
indirectly controlled by Company, or any Facility.

     "Environmental Laws" means all laws, statutes,  ordinances,  orders, rules,
regulations,   plans,   policies  or  decrees  and  the  like  relating  to  (i)
environmental matters, including,  without limitation,  those relating to fines,
injunctions,  penalties,  damages,  contribution,  cost  recovery  compensation,
losses or injuries resulting from the Release or threatened Release of Hazardous
Materials,  (ii) the generation,  use,  storage,  transportation  or disposal of
Hazardous Materials,  or (iii) occupational safety and health, public health and
safety,  industrial hygiene or protection of wetlands,  in any manner applicable
to Company or any of its  Subsidiaries  or any of their  respective  properties,
including,   without  limitation,  the  Comprehensive   Environmental  Response,
Compensation,  and  Liability  Act (42 U.S.C.  ss. 9601 et seq.),  the Hazardous
Materials  Transportation  Act (49  U.S.C.  ss.  1801  et  seq.),  the  Resource
Conservation  and Recovery Act (42 U.S.C.  ss. 6901 et seq.),  the Federal Water
Pollution  Control  Act ( 33 U.S.C.  ss.  1251 et  seq.),  the Clean Air Act (42
U.S.C. ss. 7401 et seq.),  the Toxic Substances  Control Act (15 U.S.C. ss. 2601
et seq.),  the Federal  Insecticide,  Fungicide  and  Rodenticide  Act (7 U.S.C.
ss.136 et seq.),  the  Occupational  Safety and Health Act (29 U.S.C. ss. 651 et
seq.) and the Emergency Planning and Community  Right-to-Know Act (42 U.S.C. ss.
11001 et seq.),  each as amended or  supplemented,  and any analogous  future or
present local, state and federal statutes and regulations  promulgated  pursuant
thereto, each as in effect as of the date of determination.

     "Equity  Proceeds" means the cash proceeds (net of  underwriting  discounts
and  commissions  and other  reasonable  costs  associated  therewith)  from the
issuance of any equity Securities of Company after the Effective Date.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time, and any successor statute.

     "ERISA  Affiliate"  means,  as applied to any Person,  (i) any  corporation
which is a member of a controlled  group of  corporations  within the meaning of
Section  414(b) of the  Internal  Revenue Code of which that Person is a member;
(ii) any trade or business (whether or not incorporated)  which is a member of a
group of trades or businesses under common control within the meaning of Section
414(c) of the Internal Revenue Code of which that Person is a member;  and (iii)
solely for purposes of  obligations  under  Section 412 of the Internal  Revenue
Code or under the  applicable  sections  set forth in Section  414(t)(2)  of the
Internal  Revenue  Code,  any member of an  affiliated  service group within the
meaning  of Section  414(m) or (o) of the  Internal  Revenue  Code of which that
Person,  any corporation  described in clause (i) above or any trade or business
described in clause (ii) above is a member.

     "ERISA Event" means (i) a "reportable  event" within the meaning of Section
4043(c)  of ERISA and the  regulations  issued  thereunder  with  respect to any
Pension Plan  (excluding  those for which the provision for 30-day notice to the
PBGC has been  waived  by  regulation);  (ii) the  failure  to meet the  minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan  (whether or not waived in  accordance  with Section  412(d) of the
Internal  Revenue  Code)  or the  failure  to make by its  due  date a  required
installment  under Section  412(m) of the Internal  Revenue Code with respect to
any  Pension  Plan  or the  failure  to  make  any  required  contribution  to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan
pursuant to Section  4041(a)(2) of ERISA of a notice of intent to terminate such
plan in a distress  termination  described in Section 4041(c) of ERISA; (iv) the
withdrawal by Company or any of its ERISA  Affiliates from any Pension Plan with
two or more  contributing  sponsors or the  termination of any such Pension Plan
resulting,  in either  case,  in  liability  pursuant to Section 4063 or 4064 of
ERISA, respectively; (v) the institution by the PBGC of proceedings to terminate
any Pension  Plan  pursuant to Section  4042 of ERISA;  (vi) the  imposition  of
liability on Company or any of its ERISA Affiliates  pursuant to Section 4062(e)
or 4069 of ERISA or by reason of the  application  of Section  4212(c) of ERISA;
(vii) the withdrawal by Company or any of its ERISA  Affiliates in a complete or
partial  withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from
any  Multiemployer  Plan resulting in withdrawal  liability  pursuant to Section
4201 of ERISA,  or the  receipt  by Company  or any of its ERISA  Affiliates  of
written  notice  from any  Multiemployer  Plan that it is in  reorganization  or
insolvency  pursuant  to  Section  4241 or 4245 of ERISA,  or that it intends to
terminate or has  terminated  under Section 4042 of ERISA or under Section 4041A
of ERISA if such termination  would result in liability to Company or any of its
ERISA  Affiliates;  (viii)  the  imposition  on  Company  or any  of  its  ERISA
Affiliates of fines, penalties or taxes under Chapter 43 of the Internal Revenue
Code or under  Section 409 or 502(c),  (i) or (l) or 4071 of ERISA in respect of
any Employee  Benefit  Plan;  (ix) the failure of any Pension Plan (or any other
Employee  Benefit Plan  intended to be  qualified  under  Section  401(a) of the
Internal  Revenue Code) to qualify under Section 401(a) of the Internal  Revenue
Code,  or the failure of any trust  forming  part of any Pension Plan to qualify
for exemption from taxation  under Section 501(a) of the Internal  Revenue Code;
or (x) the imposition of a Lien pursuant to Section  401(a)(29) or 412(n) of the
Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

     "Eurodollar Rate Loans" means Loans bearing interest at rates determined by
reference to the Adjusted Eurodollar Rate as provided in subsection 2.2A.

     "Event of Default" means each of the events set forth in Section 8.

     "Exchange Act" means the  Securities  Exchange Act of 1934, as amended from
time to time, and any successor statute.

     "Existing  Credit  Agreement" has the meaning  assigned to that term in the
Recitals to this Agreement.

     "Existing Lenders" has the meaning assigned to that term in the Recitals to
this Agreement.

     "Existing  Letters  of Credit"  has the  meaning  assigned  to that term in
subsection 3.1.

     "Existing Loan" or "Existing Loans" means, as the context requires,  one or
more of the  Existing  Tranche A Term  Loans,  Existing  Tranche B Term Loans or
Existing Revolving Loans or any combination thereof.

     "Existing  Revolving Loans" means, with respect to any Existing Lender, the
Revolving Loans under, as defined in, the Existing Credit Agreement held by such
Existing Lender, in the principal amount of such Loans  outstanding  immediately
prior to the Effective Date.

     "Existing  Seller Note" means that certain 9%  Non-Negotiable  Subordinated
Note  issued  by  Outsourcing  Solutions  Incorporated  to  Alan  Miller  in the
principal  amount of $5,000,000,  due July 10, 2001, as in effect on the Closing
Date and as such note may  heretofore  have been or  hereafter  may be  amended,
restated, supplemented or otherwise modified from time to time thereafter to the
extent permitted under subsection 7.12B.

     "Existing  Tranche A Term Loan" means, with respect to any Existing Lender,
the Tranche A Term Loan under, as defined in, the Existing Credit Agreement held
by such  Existing  Lender,  in the  principal  amount of such  Loan  outstanding
immediately  prior to the Effective  Date,  and "EXISTING  TRANCHE A TERM LOANS"
means such Loans of all Existing Lenders, collectively.

     "Existing  Tranche B Term Loan" means, with respect to any Existing Lender,
the Tranche B Term Loan under, as defined in, the Existing Credit Agreement held
by such  Existing  Lender,  in the  principal  amount of such  Loan  outstanding
immediately  prior to the Effective  Date,  and "EXISTING  TRANCHE B TERM LOANS"
means such Loans of all Existing Lenders, collectively.

     "Facilities"   means  any  and  all  real  property   (including,   without
limitation, all buildings,  fixtures or other improvements located thereon) now,
hereafter or heretofore owned, leased, operated or used by Company or any of its
Subsidiaries  (but only as to portions of buildings  actually leased or used) or
any of their respective  predecessors or any of their respective Affiliates that
are directly or indirectly controlled by Company.

     "Fair Debt Collection Practices Act" means the Federal Fair Debt Collection
Practices Act, as amended from time to time, and any successor statute.

     "Federal  Funds  Effective  Rate"  means,  for any  period,  a  fluctuating
interest  rate equal for each day during such period to the weighted  average of
the rates on overnight  Federal funds  transactions  with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next  preceding  Business Day) by the
Federal  Reserve Bank of New York,  or, if such rate is not so published for any
day which is a Business Day, the average of the  quotations for such day on such
transactions received by Chase  Co-Administrative Agent from three Federal funds
brokers of recognized standing selected by Chase Co-Administrative Agent.

     "First Amendment Date" means October 8, 1997.

     "Fiscal Quarter" means a fiscal quarter of a Fiscal Year.

     "Fiscal Year" means the fiscal year of Company and its Subsidiaries  ending
on December 31 of each calendar year.

     "Forward Flow Contract"  shall mean (i) the agreement set forth in Schedule
7.4(iv)(b)  hereto and (ii) any other  agreement  entered into after the Closing
Date by Company or any of its  Subsidiaries to purchase  receivables  portfolios
from time to time meeting the criteria enumerated therein.

     "Funding and Payment  Office"  means the office of Chase  Co-Administrative
Agent and Swing Line Lender located at 270 Park Avenue, New York, New York 10017
or  such  offices  of  Chase  Co-Administrative  Agent  or any  successor  Chase
Co-Administrative  Agent  specified  by  Chase  Co-Administrative  Agent or such
successor Chase  Co-Administrative Agent in a written notice to Loan Parties and
Lenders).

     "Funding Date" means the date of the funding of a Loan.

     "GAAP" means,  subject to the  limitations on the  application  thereof set
forth in subsection 1.2, generally accepted  accounting  principles set forth in
opinions and  pronouncements of the Accounting  Principles Board of the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial  Accounting  Standards  Board or in such other  statements by such
other  entity as may be  approved  by a  significant  segment of the  accounting
profession,  in each case as the same are applicable to the  circumstances as of
the date of  determination  and  specifically,  terms used herein  applicable to
Company and its  Subsidiaries  defined by reference to GAAP shall give effect to
the subtraction of minority interests.

     "Governmental  Acts" has the meaning  assigned  to that term in  subsection
3.5.

     "Governmental  Authorization"  means any  permit,  license,  authorization,
plan, directive,  consent order or consent decree of or from any federal,  state
or local governmental authority, agency or court.

     "GSCP"  means  Goldman  Sachs  Credit  Partners  L.P.,  a  Bermuda  limited
partnership.

     "Guaranty"  means the  Subsidiary  Guaranty  and any other  guaranty of the
Obligations.

     "Guarantors" means the Subsidiary Guarantors.

     "Hazardous Materials" means (i) any chemical, material or substance defined
as or included in the definition of "hazardous substances",  "hazardous wastes",
"hazardous  materials",   "extremely  hazardous  waste",  "restricted  hazardous
waste",  "infectious  waste",  "toxic  substances"  or  any  other  formulations
intended  to  define,  list or  classify  substances  by reason  of  deleterious
properties  such  as  ignitability,  corrosivity,  reactivity,  carcinogenicity,
toxicity,  reproductive  toxicity,  "TCLP toxicity" or "EP toxicity" or words of
similar import under any applicable Environmental Laws; (ii) any oil, petroleum,
petroleum  fraction or petroleum derived  substance;  (iii) any drilling fluids,
produced waters and other wastes associated with the exploration, development or
production of crude oil, natural gas or geothermal resources; (iv) any flammable
substances or explosives;  (v) any radioactive  materials;  (vi) asbestos in any
form; (vii) urea formaldehyde foam insulation; (viii) electrical equipment which
contains  any oil or  dielectric  fluid  containing  levels  of  polychlorinated
biphenyls in excess of fifty parts per  million;  (ix)  pesticides;  and (x) any
other chemical, material or substance, exposure to which is prohibited,  limited
or regulated by any governmental authority.

     "Immaterial Subsidiaries" means, with respect to any Person, any Subsidiary
or Subsidiaries of such Person the assets of which  constitute,  individually or
in the  aggregate,  less than 5% of the  total  assets  of such  Person  and its
Subsidiaries.

     "Indebtedness"  means, as applied to any Person,  (i) all  indebtedness for
borrowed money,  (ii) that portion of obligations with respect to Capital Leases
that is properly classified as a liability on a balance sheet in conformity with
GAAP, (iii) notes payable and drafts accepted representing  extensions of credit
whether or not representing  obligations for borrowed money (other than accounts
payable  incurred  in the  ordinary  course of  business  and  accrued  expenses
incurred in the ordinary  course of business),  (iv) any obligation owed for all
or any part of the deferred  purchase  price of property or services  (excluding
any such obligations  incurred under ERISA or under Earn Out Agreements),  which
purchase  price is (a) due more than six months from the date of  incurrence  of
the obligation in respect  thereof or (b) evidenced by a note or similar written
instrument,  and (v) all  indebtedness  secured by any Lien on any  property  or
asset  owned or held by that  Person  regardless  of  whether  the  indebtedness
secured  thereby shall have been assumed by that Person or is nonrecourse to the
credit of that Person.  Obligations  under  Interest Rate  Agreements,  Currency
Agreements and Earn Out Agreements  constitute  Contingent  Obligations  and not
Indebtedness.

     "Indemnitee" has the meaning assigned to that term in subsection 10.3.

     "Insurance  Proceeds"  has the meaning  assigned to that term in subsection
2.4B(iii)(d).

     "Interest Coverage Ratio" means, as of any date of determination, the ratio
of Consolidated EBITDA to Consolidated Interest Expense, in each case calculated
for the 12 consecutive months ending on the last day of the month preceding such
date of determination.

     "Interest  Payment Date" means (i) with respect to any Base Rate Loan, each
January 15, April 15, July 15 and October 15 of each year, commencing on January
15, 1997 and (ii) with respect to any Eurodollar Rate Loan, the last day of each
Interest  Period  applicable  to such  Loan;  provided  that in the case of each
Interest Period of longer than three months,  "Interest Payment Date" shall also
include the date that is three months after the  commencement  of such  Interest
Period.

     "Interest Period" has the meaning assigned to that term in subsection 2.2B.

     "Interest Rate Agreement" means any interest rate swap agreement,  interest
rate cap agreement, interest rate collar agreement or other similar agreement or
arrangement  designed  to  hedge  Company  or any of  its  Subsidiaries  against
fluctuations in interest rates.

     "Interest  Rate  Determination  Date" means each date for  calculating  the
Adjusted  Eurodollar  Rate,  for purposes of  determining  the interest  rate in
respect of an Interest Period.  The Interest Rate  Determination Date in respect
of calculating  the Adjusted  Eurodollar  Rate shall be the second  Business Day
prior to the first day of the related Interest Period.

     "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended
to the date hereof and from time to time hereafter.

     "Investment" means (i) any direct or indirect purchase or other acquisition
by Company or any of its Subsidiaries of, or of a beneficial  interest in, stock
or other Securities of any other Person (other than a Person that, prior to such
purchase or acquisition,  was a Wholly Owned Subsidiary of Company), or (ii) any
direct or indirect  loan,  advance (other than advances to employees for moving,
entertainment and travel expenses,  drawing accounts and similar expenditures in
the ordinary  course of business) or capital  contribution  by Company or any of
its  Subsidiaries  to any other Person other than a Wholly Owned  Subsidiary  of
Company,  including all indebtedness and accounts  receivable acquired from that
other  Person  that are not  current  assets or did not arise from sales to that
other Person in the ordinary  course of business;  provided,  however,  that the
term  "Investment"  shall not include (a) current  trade and  customer  accounts
receivable for goods  furnished or services  rendered in the ordinary  course of
business and payable in accordance with customary trade terms,  (b) advances and
prepayments  to  suppliers  for goods and  services  in the  ordinary  course of
business,  (c)  stock  or  other  securities  acquired  in  connection  with the
satisfaction or enforcement of Indebtedness or claims due or owing to Company or
any of its Subsidiaries or as security for any such Indebtedness or claims,  (d)
Cash  held in  Deposit  Accounts  with  banks and trust  companies  (other  than
Lenders) not exceeding  $2,000,000 in aggregate amount, (e) Cash held in Deposit
Accounts  with banks and trust  companies  (other than Lenders) in which amounts
received  from credit  card  issuers  are  concentrated  and held to be swept to
Company's  operating  accounts with a Lender on a daily basis,  (f) Cash held in
any Deposit  Account  with a Lender and (g) shares in a mutual fund that invests
solely in Cash  Equivalents.  The amount of any Investment shall be the original
cost of such  Investment  plus the cost of all  additions  thereto,  without any
adjustments  for increases or decreases in value,  or write-ups,  write-downs or
write-offs with respect to such Investment.

     "Issuing  Lender" means,  with respect to any Letter of Credit,  the Lender
which  agrees  or is  otherwise  obligated  to  issue  such  Letter  of  Credit,
determined as provided in subsection 3.1B(ii).

     "Joint  Venture"  means a  joint  venture,  partnership  or  other  similar
arrangement,  whether in corporate,  partnership  or other legal form;  provided
that in no event shall any  corporate  Subsidiary of any Person be considered to
be a Joint Venture to which such Person is a party.

     "Lender" and "Lenders" means the persons identified as "Lenders" and listed
on the signature  pages of this  Agreement,  together with their  successors and
permitted  assigns  pursuant to subsection  10.1, and the term  "Lenders"  shall
include Swing Line Lender unless the context  otherwise  requires  provided that
the term "Lenders",  when used in the context of a particular Commitment,  shall
mean Lenders having that Commitment.  To the extent the context so requires, the
terms "LENDER" and "LENDERS" shall include  "Lenders"  under, and as defined in,
the Existing Credit Agreement.

     "Lender  Default" shall mean (i) the refusal (which has not been retracted)
of a Lender to make available its portion of any Loans  (including any Revolving
Loans  made to pay  Refunded  Swing Line Loans or to  reimburse  drawings  under
Letters of Credit) in accordance with subsection 2.1A(iii) or its portion of any
unreimbursed  drawing or  payment  under a Letter of Credit in  accordance  with
subsection  3.3C  or  (ii)  a  Lender  having  notified   Company  and/or  Chase
Co-Administrative  Agent in writing  that it does not intend to comply  with its
obligations  under subsection 2.1 or subsections 3.1C, 3.3B or 3.3C, in any such
case as a result of any takeover of such Lender by any  regulatory  authority or
agency.

     "Lending  Office"  means,  as to any Lender,  the office or offices of such
Lender  specified as its "Lending  Office" on Schedule 2.1, or such other office
or  offices  as such  Lender  may from  time to time  notify  Company  and Chase
Co-Administrative Agent.

     "Letter of Credit" or  "Letters  of  Credit"  means  Commercial  Letters of
Credit and Standby  Letters of Credit issued or to be issued by Issuing  Lenders
for the account of Company pursuant to subsection 3.1.

     "Letter of Credit Usage" means, as at any date of determination, the sum of
(i) the maximum  aggregate  amount which is or at any time thereafter may become
available for drawing under all Letters of Credit then outstanding plus (ii) the
aggregate  amount of all  drawings  under  Letters of Credit  honored by Issuing
Lenders  and  not  theretofore   reimbursed  by  Company   (including  any  such
reimbursement  out of the proceeds of  Revolving  Loans  pursuant to  subsection
3.3B).

     "Leverage  Ratio"  means,  as of any date of  determination,  the  ratio of
Consolidated  Total  Debt,  as of the  date of  determination,  to  Consolidated
EBITDA,  for the 12 consecutive  months ending on the last day of such month, in
each case,  calculated for Company and its Subsidiaries on a consolidated  basis
in  accordance  with GAAP and in  accordance  with the  provisions of subsection
7.6E.

     "Lien" means any lien,  mortgage,  pledge,  assignment,  security interest,
fixed or floating  charge or encumbrance of any kind  (including any conditional
sale or other title retention  agreement,  any lease in the nature thereof,  and
any  agreement to give any  security  interest)  and any option,  trust or other
preferential arrangement having the practical effect of any of the foregoing.

     "Limited  Partnership  Security  Agreement"  means the Limited  Partnership
Security  Agreement  entered  into  by and  among  Company,  certain  Subsidiary
Guarantors and Collateral  Agent dated as of the Closing Date,  substantially in
the form of Exhibit IX-B annexed hereto,  as such Limited  Partnership  Security
Agreement  may  heretofore  have been or  hereafter  may be  amended,  restated,
supplemented or otherwise modified from time to time.

     "Loan"  or  "Loans"  means,  as the  context  requires,  one or more of the
Tranche A Term  Loans,  Tranche B Term Loans,  Tranche C Term  Loans,  Revolving
Loans and Swing Line Loans or any combination thereof.

     "Loan  Documents"  means this Agreement,  the Notes,  the Letters of Credit
(and any  applications  for, or  reimbursement  agreements or other documents or
certificates executed by Company in favor of an, Issuing Lender relating to, the
Letters of Credit),  the  Guaranty,  the  Collateral  Documents,  and the Second
Acknowledgement and Consent.

     "Loan Parties" means Company and each Subsidiary Guarantor.

     "Management  Fees"  means the fees  payable by Company  pursuant to the MDC
Advisory Services Agreement and the HBR Services Agreement.

     "Margin Stock" has the meaning assigned to that term in Regulation U of the
Board of Governors of the Federal Reserve System as in effect from time to time.

     "Material  Adverse  Effect"  means (i) a material  adverse  effect upon the
business, operations,  properties, assets, condition (financial or otherwise) or
prospects of Company and its  Subsidiaries,  taken as a whole, (ii) the material
impairment of the ability of any Loan Party to perform the Obligations and (iii)
a  material  adverse  effect  upon the  legality,  validity,  binding  effect or
enforceability  against a Loan Party of a Loan  Document to which it is a party;
provided that Company's consummation of the Payco Acquisition in accordance with
the  terms of the  Payco  Acquisition  Agreement  or the  Union  Acquisition  in
accordance with the terms of the Union Acquisition Agreement shall not be deemed
to have a Material Adverse Effect for purposes of subsection 5.4.

     "MDC Advisory  Services  Agreement"  means that certain  Advisory  Services
Agreement  dated as of  September  21,  1995,  by and  between  Company  and MDC
Management  Company  III,  L.P.,  as in effect on the  Closing  Date and as such
agreement  may  heretofore  have been or  hereafter  may be  amended,  restated,
supplemented  or otherwise  modified from time to time  thereafter to the extent
permitted under subsection 7.12A.

     "MDC Entities" means McCown De Leeuw & Co. III, L.P., a California  limited
partnership,  McCown  De Leeuw & Co.  III  (Europe),  L.P.,  a  Bermuda  limited
partnership,  McCown  De  Leeuw  & Co.  III  (Asia),  L.P.,  a  Bermuda  limited
partnership and Gamma Fund LLC, a California limited liability company.

     "Merger Sub" has the meaning  assigned to that term in the Recitals to this
Agreement.

     "Minimum  Union Shares" means  66-2/3% of the  outstanding  shares of Union
Common Stock, on a fully-diluted basis.

     "Mortgage"  means any mortgage or legal charge granted by Company or any of
its Subsidiaries in any interest in real property to secure the Obligations,  as
such mortgage may be amended, restated,  supplemented or otherwise modified from
time to time.

     "Multiemployer  Plan" means a  "multiemployer  plan", as defined in Section
4001(a)(3)  of ERISA which is subject to Title IV of ERISA,  to which Company or
any of its ERISA  Affiliates is  contributing  or to which Company or any of its
ERISA Affiliates has an obligation to contribute.

     "Net Cash Proceeds" means, with respect to any Asset Sale, Cash Proceeds of
such  Asset  Sale  net of bona  fide  direct  costs of sale  including,  without
limitation,  (i) income taxes  reasonably  estimated to be actually payable as a
result of such  Asset  Sale  within one year of the date of receipt of such Cash
Proceeds,  (ii) transfer,  sales, use and other taxes payable in connection with
such Asset Sale,  (iii) payment of the outstanding  principal amount of, premium
or penalty, if any, and interest on any Indebtedness (other than the Loans) that
is secured by a Lien on the stock or assets in question  and that is required to
be repaid  under the terms  thereof  as a result of such  Asset  Sale,  and (iv)
broker's  commissions  and reasonable fees and expenses of counsel and all other
professionals in connection with such Asset Sale.

     "New Lender" means any Lender which is a party to this  Agreement as of the
Effective Date and which is not an Existing Lender.

     "Non-Defaulting  Lender"  means  and  includes  each  Lender  other  than a
Defaulting Lender.

     "Notes" means one or more of the Term Notes,  Revolving Notes or Swing Line
Note or any combination thereof.

     "Notice of  Borrowing"  means (i) with  respect to an  Existing  Loan,  the
Notice of Borrowing  under the Existing  Credit  Agreement  delivered by Company
with  respect to such  Existing  Loan and (ii) with  respect to Loans to be made
under subsection 2.1A(ii),  2.1A(iii) or 2.1A(iv), a notice substantially in the
form of Exhibit I annexed hereto delivered by Company to Chase Co-Administrative
Agent pursuant to subsection 2.1B with respect to a proposed borrowing.

     "Notice of  Conversion/Continuation"  means a notice  substantially  in the
form  of   Exhibit   II   annexed   hereto   delivered   by   Company  to  Chase
Co-Administrative  Agent pursuant to subsection  2.2D with respect to a proposed
conversion or continuation of the applicable  basis for determining the interest
rate with respect to the Loans specified therein.

     "Notice  of  Issuance  of Letter of  Credit"  means a notice in the form of
Exhibit III annexed hereto delivered by Company to Chase Co-Administrative Agent
pursuant to subsection 3.1B(i) with respect to the proposed issuance of a Letter
of Credit.

     "NSA"  has the  meaning  assigned  to that  term  in the  Recitals  to this
Agreement.

     "NSA Acquired Assets" has the meaning assigned to that term in the Recitals
to this Agreement.

     "NSA   Acquisition"   means  the  transactions   contemplated  by  the  NSA
Acquisition Agreement.

     "NSA Acquisition Agreement" means the Asset Purchase Agreement by and among
Company,  NSA, NSA Acquisition  Company,  certain  Subsidiaries of NSA,  certain
stockholders of NSA and other parties  indicated on the signature pages thereof,
in the form  delivered to Arranging  Agents on or prior to November 10, 1997 and
as such agreement may be amended,  restated,  supplemented or otherwise modified
from time to time to the extent permitted under subsection 7.12A.

     "NSA  Acquisition  Loans" means the  Additional  Tranche B Term Loans in an
aggregate principal amount of $22,000,000 made to Company on October 8, 1997.

     "Obligations" means all obligations of every nature of each Loan Party from
time to time owed to Agents,  Lenders  or any of them under the Loan  Documents,
whether for principal, interest, reimbursement of amounts drawn under Letters of
Credit or payments for early  termination  of Interest  Rate  Agreements,  fees,
expenses, indemnification or otherwise.

     "Officer's Certificate" means, as applied to any corporation, a certificate
executed  on  behalf of such  corporation  by its  chairman  of the board (if an
officer),  its  president,  its chief  financial  officer  or a vice  president;
provided that every Officer's  Certificate with respect to the compliance with a
condition  precedent to the making of any Loans  hereunder  shall  include (i) a
statement that the officer making or giving such Officer's  Certificate has read
such  condition  and any  definitions  or  other  provisions  contained  in this
Agreement relating thereto,  (ii) a statement that, in the opinion of the signer
he or she has made or has caused to be made such examination or investigation as
is necessary  to enable him or her to express an informed  opinion as to whether
or not such  condition  has been  complied  with,  and (iii) a  statement  as to
whether, in the opinion of the signer, such condition has been complied with.

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

     "Original Credit Agreement" means that certain Credit Agreement dated as of
November 6, 1996 by and among Company, the financial  institutions party thereto
from time to time,  Goldman Sachs Credit  Partners L.P. and The Chase  Manhattan
Bank as Co-Administrative  Agents,  Goldman Sachs Credit Partners L.P. and Chase
Securities  Inc., as Arranging  Agents and SunTrust Bank,  Atlanta as collateral
agent.

     "Partnership   Loan  Party"  means  any  Loan  Party  which  is  a  limited
partnership.

     "Payco" means Payco American Corporation, a Wisconsin corporation.

     "Payco  Acquisition"  means  the  transactions  contemplated  by the  Payco
Acquisition Agreement.

     "Payco  Acquisition  Agreement"  means that certain  Agreement  and Plan of
Merger dated as of August 13, 1996, by and among  Company,  Acquisition  Sub and
Payco,  as in effect on the Closing Date and as such  agreement  may  heretofore
have been or  hereafter  may be amended,  restated,  supplemented  or  otherwise
modified from time to time to the extent permitted under subsection 7.12A.

     "Payco Merger" means the merger of  Acquisition  Sub with and into Payco in
accordance with the terms of the Payco  Acquisition  Agreement,  the Articles of
Merger and the Certificate of Merger, with Payco being the surviving corporation
in such merger.

     "PBGC" means the Pension Benefit Guaranty Corporation  established pursuant
to Section 4002 of ERISA (or any successor thereto).

     "Pension Plan" means any Employee  Benefit Plan, other than a Multiemployer
Plan, which is subject to Title IV of ERISA.

     "Permitted Acquisition" means an acquisition of assets or a business (other
than Permitted Portfolio  Acquisitions)  effected prior to the Effective Date or
in accordance with the provisions of subsection 7.7(v) or 7.7(vi).

     "Permitted Encumbrances" means the following types of Liens:

          (i) Liens for taxes, assessments or governmental charges or claims the
     payment of which is not, at the time, required by subsection 6.3;

          (ii)  statutory  Liens of  landlords,  statutory  Liens  of  carriers,
     warehousemen,  mechanics  and  materialmen  and other Liens  imposed by law
     (other than any such Lien imposed pursuant to Section  401(a)(29) or 412(n)
     of the Internal  Revenue Code or by ERISA)  incurred in the ordinary course
     of business for sums not yet  delinquent or being  contested in good faith,
     if such  reserve  or  other  appropriate  provision,  if any,  as  shall be
     required by GAAP shall have been made therefor;

          (iii)  Liens  incurred  or  deposits  made in the  ordinary  course of
     business in connection with workers'  compensation,  unemployment insurance
     and  other  types of  social  security,  or to secure  the  performance  of
     tenders,  statutory  obligations,  surety and appeal bonds,  bids,  leases,
     government  contracts,  trade  contracts,  performance and  return-of-money
     bonds and other  similar  obligations  (exclusive  of  obligations  for the
     payment of borrowed money);

          (iv) any  attachment  or judgment  Lien not  constituting  an Event of
     Default under subsection 8.8;

          (v)  leases or  subleases  granted to others  not  interfering  in any
     material  respect with the  ordinary  conduct of the business of Company or
     any of its Subsidiaries;

          (vi)   easements,   rights-of-way,    restrictions,   minor   defects,
     encroachments  or  irregularities  in title and other  similar  charges  or
     encumbrances  not  interfering  in any  material  respect with the ordinary
     conduct of the business of Company or any of its Subsidiaries;

          (vii) any (a)  interest  or title of a lessor or  sublessor  under any
     Capital Lease  permitted by subsection  7.1(iii) or any operating lease not
     prohibited by this  Agreement,  (b)  restriction  or  encumbrance  that the
     interest  or title of such  lessor or  sublessor  may be subject to, or (c)
     subordination  of the interest of the lessee or sublessee  under such lease
     to any restriction or encumbrance referred to in the preceding clause (b);

          (viii) Liens  arising from filing UCC  financing  statements  relating
     solely to leases permitted by this Agreement;

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

          (x) deposits in the ordinary course of business to secure  liabilities
     to insurance carriers, lessors, utilities and other service providers; and

          (xi)  bankers  liens and rights of setoff  with  respect to  customary
     depository arrangements entered into in the ordinary course of business.

     "Permitted Joint Venture" means an entity engaged in substantially the same
line of business as Company and its Subsidiaries on the date hereof in which (i)
except  with  respect  to an entity  the only  other  equity  holder of which is
Goldman, Sachs & Co. or one or more of its designated  affiliates,  at least 51%
of the  outstanding  equity  interests  are owned by Company  or a Wholly  Owned
Subsidiary of Company,  (ii) any equity interests (other than Regulatory Shares)
not owned by Company or a Wholly Owned  Subsidiary  of Company are  beneficially
owned  by  non-Affiliates  of  Company  and  (iii)  Company  or a  Wholly  Owned
Subsidiary,  as  a  general  partner  or  otherwise,  controls  the  management,
operations and policies.

     "Permitted  Portfolio  Acquisition"  means an  acquisition of a receivables
portfolio effected in accordance with the provisions of subsection 7.7(v).

     "Permitted  Seller Note" means a promissory note  substantially in the form
of Exhibit XIV annexed hereto  representing any Indebtedness of Company incurred
in connection with any Permitted Acquisition payable to the seller in connection
therewith,  as such note may be amended,  restated,  supplemented  or  otherwise
modified  from time to time to the  extent  permitted  under  subsection  7.12B;
provided that no Permitted Seller Note shall (i) be guaranteed by any Subsidiary
of Company or secured  by any  property  of Company or any of its  Subsidiaries,
(ii) bear cash  interest at a rate in excess of 12% per annum;  or (iii) provide
for any  prepayment or repayment of all or any portion of the principal  thereof
prior to the date of the final scheduled  installment of principal of any of the
Loans;  provided that, up to $10,000,000 aggregate principal amount of Permitted
Seller  Notes  may  provide  for  prepayment  or  repayment  prior to the  final
scheduled installment of principal of the Loans but in no event earlier than the
fifth anniversary of the Effective Date.

     "Person"  means  and  includes  natural  persons,   corporations,   limited
partnerships,  general  partnerships,  joint stock  companies,  Joint  Ventures,
associations,  companies,  trusts, banks, trust companies, land trusts, business
trusts or other  organizations,  whether or not legal entities,  and governments
and agencies and political subdivisions thereof.

     "Pledge  Agreement"  means  that  certain  Pledge  Agreement  by and  among
Company, the Subsidiary  Guarantors and Collateral Agent dated as of the Closing
Date and  substantially  in the form of Exhibit  VIII  annexed  hereto,  as such
Pledge Agreement may heretofore have been or hereafter may be amended, restated,
supplemented or otherwise modified from time to time.

     "Portfolio  Purchase  Business"  means  assets  or  operations   generating
revenues  from  collections  on  acquired  or  purchased  portfolios  of  loans,
accounts, chattel paper, general intangibles or instruments.

     "Potential  Event of Default" means a condition or event that, after notice
or after any applicable  grace period has lapsed,  or both,  would constitute an
Event of Default.

     "Pricing  Reduction"  means,  at any time  after June 30,  1998,  a pricing
reduction  determined by reference to the  correlative  Leverage Ratio set forth
below:

============================================== =============================
               LEVERAGE RATIO                       PRICING REDUCTION
============================================== =============================
Greater than or equal to 2.25:1.0,                      .25%
but less than 2.75:1.0
============================================== =============================
Less than 2.25:1.0                                      .50%
============================================== =============================

The Pricing Reduction shall be determined by reference to the Leverage Ratio set
forth in the most recent financial  statements  delivered by Company pursuant to
clause (ii) or (iii) of subsection 6.1 (accompanied by a Compliance  Certificate
delivered by Company  pursuant to clause (iv) of  subsection  6.1).  The Pricing
Reduction  shall be  effective  on the day  following  delivery of the  relevant
Compliance  Certificate  to Chase  Co-Administrative  Agent and shall  remain in
effect through the next scheduled date for delivery of a Compliance Certificate.
It is understood  that the Pricing  Reductions  set forth in the table above are
not cumulative.  Notwithstanding anything herein to the contrary, at any time an
Event of Default  shall have occurred and be  continuing  the Pricing  Reduction
shall be zero.

     "Prime Rate" means the rate of interest per annum  publicly  announced from
time to time by Chase as its  prime  commercial  lending  rate in  effect at its
principal  office in New York City.  The Prime Rate is a reference rate and does
not  necessarily  represent  the  lowest or best rate  actually  charged  to any
customer.  Chase or any other Lender may make commercial loans or other loans at
rates of interest at, above or below the Prime Rate.

     "Projections" has the meaning assigned thereto in subsection 5.3B.

     "Pro Rata Share" means (i) with respect to all payments,  computations  and
other  matters  relating to the Tranche A Term Loan  Commitment or the Tranche A
Term Loan of any Lender,  the percentage  obtained by dividing (x) the Tranche A
Term  Loan  Exposure  of that  Lender by (y) the  aggregate  Tranche A Term Loan
Exposure of all Lenders;  (ii) with respect to all  payments,  computations  and
other  matters  relating to the Tranche B Term Loan  Commitment or the Tranche B
Term Loan of any Lender,  the percentage  obtained by dividing (x) the Tranche B
Term  Loan  Exposure  of that  Lender by (y) the  aggregate  Tranche B Term Loan
Exposure of all Lenders;  (iii) with respect to all payments,  computations  and
other  matters  relating to the Tranche C Term Loan  Commitment or the Tranche C
Term Loans of any Lender, the percentage  obtained by dividing (x) the Tranche C
Term  Loan  Exposure  of that  Lender by (y) the  aggregate  Tranche C Term Loan
Exposure of all Lenders;  (iv) with respect to all  payments,  computations  and
other matters  relating to the Revolving Loan  Commitment or the Revolving Loans
of  any  Lender  or  any  Letters  of  Credit   issued  by  any  Lender  or  any
participations  purchased by any Lender therein or in any Swing Line Loans,  the
percentage  obtained by dividing (x) the Revolving  Loan Exposure of that Lender
by (y) the aggregate  Revolving  Loan  Exposure of all Lenders;  and (v) for all
other purposes with respect to each Lender, the percentage  obtained by dividing
(x) the sum of the Tranche A Term Loan  Exposure of that Lender plus the Tranche
B Term Loan  Exposure of that  Lender  plus the Tranche C Term Loan  Exposure of
that Lender plus the  Revolving  Loan  Exposure of that Lender by (y) the sum of
the  aggregate  Tranche A Term Loan  Exposure of all Lenders plus the  aggregate
Tranche B Term Loan  Exposure of all Lenders plus the  aggregate  Tranche C Term
Loan Exposure of all Lenders plus the aggregate  Revolving  Loan Exposure of all
Lenders;  in any such  case as the  applicable  percentage  may be  adjusted  by
assignments permitted pursuant to subsection 10.1. The initial Pro Rata Share of
each Lender for purposes of each of clauses (i),  (ii),  (iii),  (iv) and (v) of
the preceding sentence is set forth opposite the name of that Lender in Schedule
2.1 annexed hereto.

     "Qualified Loan Portfolio"  means a portfolio of loans,  accounts,  chattel
paper,  general  intangibles or instruments  acquired or purchased by Company or
one of its  Subsidiaries  from any Person,  where (i) the  portfolio is free and
clear of all Liens, except Liens in favor of Collateral Agent for the benefit of
Agents and Lenders under this Agreement; (ii) no participation or other interest
in the portfolio or the  collections  from the portfolio  exists in favor of any
other Person other than a participation  or other interest which does not exceed
50% of the  portfolio or  collections  from the  portfolio and which is on terms
approved in advance by Co-Administrative Agents and Requisite Lenders; and (iii)
the portfolio consists of loans, accounts, chattel paper, general intangibles or
instruments  similar in type,  characteristics  and  quality  to those  owned or
previously owned by Company and its Subsidiaries. Notwithstanding the foregoing,
a Qualified Loan Portfolio may be subject to  participations,  interests  and/or
Liens granted to Goldman,  Sachs & Co. or its designated affiliate or affiliates
pursuant to  arrangements  in effect as of the Effective  Date or  substantially
similar thereto.

     "Refunded  Swing  Line  Loans"  has the  meaning  assigned  to that term in
subsection 2.1A(iv).

     "Register" has the meaning assigned to that term in subsection 2.1D.

     "Regulation D" means  Regulation D of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

     "Regulatory  Shares"  means,  with  respect to any  Person,  shares of such
Person  required  to be issued as  qualifying  shares to  directors  or  persons
similarly  situated or shares  issued to Persons  other than Company or a Wholly
Owned  Subsidiary of Company in response to regulatory  requirements  of foreign
jurisdictions pursuant to a resolution of the Board of Directors of such Person,
so long as such shares do not exceed one percent of the total outstanding shares
of equity such Person and any owners of such shares  irrevocably  covenant  with
Company to remit to  Company or waive any  dividends  or  distributions  paid or
payable in respect of such shares.

     "Reimbursement  Date" has the meaning  assigned to that term in  subsection
3.3B.

     "Related  Agreements"  means the Subordinated  Notes, the Subordinated Note
Indenture,   the  other  Subordinated  Note  Documents,  the  Payco  Acquisition
Agreement,   the  Articles  of  Merger,  the  Certificate  of  Merger,  the  NSA
Acquisition  Agreement,  the  Accelerated  Acquisition  Agreement  and the Union
Acquisition Documents.

     "Release" means any release, spill, emission,  leaking,  pumping,  pouring,
injection, escaping, deposit, disposal, discharge,  dispersal, dumping, leaching
or  migration  of  Hazardous  Materials  into the indoor or outdoor  environment
(including,  without  limitation,  the  abandonment  or disposal of any barrels,
containers or other closed receptacles  containing any Hazardous Materials),  or
into or out of any Facility,  including  the movement of any Hazardous  Material
through the air, soil, surface water, groundwater or property.

     "Requisite Lenders" means Non-Defaulting Lenders having or holding not less
than  51% of the  sum of the  aggregate  Tranche  A Term  Loan  Exposure  of all
Non-Defaulting  Lenders plus the  aggregate  Tranche B Term Loan Exposure of all
Non-Defaulting  Lenders plus the  aggregate  Tranche C Term Loan Exposure of all
Non-Defaulting  Lenders  plus  the  aggregate  Revolving  Loan  Exposure  of all
Non-Defaulting Lenders.

     "Restricted  Junior Payment" means (i) any dividend or other  distribution,
direct or  indirect,  on  account of any shares of any class of stock of Company
now or hereafter outstanding, except a dividend payable solely in shares of that
class of stock to the holders of that class,  (ii) any  redemption,  retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct
or  indirect,  of any shares of any class of stock of Company  now or  hereafter
outstanding,  (iii) any payment made to retire,  or to obtain the  surrender of,
any outstanding warrants, options or other rights to acquire shares of any class
of stock of  Company  now or  hereafter  outstanding,  and (iv) any  payment  or
prepayment  of principal  of,  premium,  if any, or interest on, or  redemption,
purchase,  retirement,  defeasance (including in-substance or legal defeasance),
sinking fund or similar payment with respect to, any Subordinated Indebtedness.

     "Revolving  Loan  Commitment"  means  the  commitment  of a Lender  to make
Revolving Loans to Company pursuant to subsection  2.1A(iii) and "REVOLVING LOAN
COMMITMENTS" means such commitments of all Lenders in the aggregate.

     "Revolving Loan Commitment Termination Date" means October 15, 2001.

     "Revolving Loan Exposure" means,  with respect to any Lender as of any date
of determination (i) prior to the termination of the Revolving Loan Commitments,
that Lender's  Revolving Loan  Commitment and (ii) after the  termination of the
Revolving Loan Commitments,  the sum of (a) the aggregate  outstanding principal
amount of the  Revolving  Loans of that Lender plus (b) in the event that Lender
is an Issuing  Lender,  the  aggregate  Letter of Credit Usage in respect of all
Letters of Credit issued by that Lender (net of any participations  purchased by
other  Lenders in such Letters of Credit) plus (c) the  aggregate  amount of all
participations  purchased by that Lender in any outstanding Letters of Credit or
any  unreimbursed  drawings  under any Letters of Credit plus (d) the  aggregate
amount of all  participations  purchased by that Lender in any outstanding Swing
Line Loans plus (e) in the case of Swing Line Lender,  the sum of the  aggregate
outstanding  principal  amount of all Swing  Line Loans (in each case net of any
participations therein purchased by other Lenders).

     "Revolving  Loans" means (i) the Loans made by Lenders to Company  pursuant
to  subsection  2.1A(iii)  of the  Original  Credit  Agreement  and  pursuant to
subsection  2.1A(iii) of the Existing Credit Agreement and outstanding after the
Effective  Date and (ii) any  Loans  made by  Lenders  to  Company  pursuant  to
subsection 2.1A(iii) of this Agreement.

     "Revolving Notes" means (i) the promissory notes of Company issued pursuant
to the Original Credit  Agreement and the Existing Credit Agreement and (ii) any
promissory  notes issued by Company  pursuant to the last sentence of subsection
10.1B(i) in connection  with  assignments of the Revolving  Loan  Commitment and
Revolving Loans of any Lender, in each case substantially in the form of Exhibit
V annexed hereto,  as they may be amended,  restated,  supplemented or otherwise
modified from time to time.

     "Second Acknowledgment and Consent" means that certain  Acknowledgement and
Consent  executed  by  Company  and the  Subsidiary  Guarantors  dated as of the
Effective Date and  substantially in the form of Exhibit XII annexed hereto,  as
such  Acknowledgement  and  Consent may be amended,  restated,  supplemented  or
otherwise modified from time to time.

     "Securities" means any stock, shares,  partnership interests,  voting trust
certificates,  certificates of interest or participation  in any  profit-sharing
agreement or arrangement,  options, warrants, bonds, debentures, notes, or other
evidences of indebtedness,  secured or unsecured,  convertible,  subordinated or
otherwise,  or in general any instruments  commonly known as "securities" or any
certificates  of  interest,  shares or  participations  in  temporary or interim
certificates  for the purchase or acquisition  of, or any right to subscribe to,
purchase or acquire, any of the foregoing.

     "Securities  Act" means the Securities Act of 1933, as amended from time to
time, and any successor statute.

     "Security Agreement" means the Security Agreement entered into by and among
Company, the Subsidiary  Guarantors and Collateral Agent dated as of the Closing
Date and  substantially  in the  form of  Exhibit  IX  annexed  hereto,  as such
Security  Agreement  may  heretofore  have  been or  hereafter  may be  amended,
restated, supplemented or otherwise modified from time to time.

     "Solvent"  means,  with  respect  to any  Person,  that  as of the  date of
determination  both (i) (a) the then fair saleable value of the property of such
Person is (y) greater than the total amount of liabilities (including contingent
liabilities)  of such  Person  and (z) not less  than the  amount  that  will be
required to pay the probable liabilities on such Person's then existing debts as
they become  absolute and matured  considering  all financing  alternatives  and
potential  asset sales  reasonably  available to such Person;  (b) such Person's
capital  is  not  unreasonably   small  in  relation  to  its  business  or  any
contemplated or undertaken  transaction;  and (c) such Person does not intend to
incur, or believe (nor should it reasonably  believe) that it will incur,  debts
beyond its ability to pay such debts as they become due; and (ii) such Person is
"solvent"  within the meaning given that term and similar terms under applicable
laws relating to  fraudulent  transfers  and  conveyances.  For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and  circumstances  existing at
such time,  represents  the amount that can  reasonably be expected to become an
actual or matured liability.

     "Standby  Letter of Credit"  means any standby  letter of credit or similar
instrument  issued  for the  purpose of  supporting  (i)  workers'  compensation
liabilities of Company or any of its Subsidiaries, (ii) the obligations of third
party  insurers of Company or any of its  Subsidiaries  arising by virtue of the
laws of any  jurisdiction  requiring  third party insurers,  (iii)  performance,
payment, deposit or surety obligations of Company or any of its Subsidiaries, in
any case if required by law or governmental  rule or regulation or in accordance
with custom and practice in the  industry,  and (iv) such other  obligations  of
Company   and   its   Subsidiaries   as  may   be   reasonably   acceptable   to
Co-Administrative  Agents;  provided  that Standby  Letters of Credit may not be
issued for the purpose of  supporting  (a) trade  payables  or (b)  Indebtedness
constituting  "antecedent  debt"  (as that  term is used in  Section  547 of the
Bankruptcy Code).

     "Stockholders   Agreement"   means  that   certain   Amended  and  Restated
Stockholders  Agreement  dated as of February 16, 1996, by and among Company and
various  stockholders  of Company,  as in effect on the Closing Date and as such
agreement  may  heretofore  have been or  hereafter  may be  amended,  restated,
supplemented  or otherwise  modified from time to time  thereafter to the extent
permitted under subsection 7.12A.

     "Subordinated Indebtedness" means (i) the Indebtedness of Company evidenced
by the Subordinated  Notes,  (ii) the  Indebtedness of Company  evidenced by the
Existing  Seller  Note and any  Permitted  Seller  Notes  and  (iii)  any  other
Indebtedness  of Company  or any of its  Subsidiaries  subordinated  in right of
payment to the  Obligations  pursuant to  documentation  containing  maturities,
amortization schedules, covenants, defaults, remedies,  subordination provisions
and other material terms in form and substance satisfactory to Co-Administrative
Agents and Requisite Lenders.

     "Subordinated   Note  Documents"   means  the   Subordinated   Notes,   the
Subordinated  Note  Indenture,  the  Subordinated  Note  Guaranty and each other
document  executed  in  connection  with the  Subordinated  Notes,  as each such
document  may  heretofore  have  been or  hereafter  may be  amended,  restated,
supplemented or otherwise  modified from time to time to the extent permitted by
subsection 7.12B.

     "Subordinated  Note Guaranty" means the guaranty of the Subordinated  Notes
executed by certain  Subsidiaries  of Company and contained in the  Subordinated
Note  Indenture,  as such guaranty may heretofore  have been or hereafter may be
amended,  restated,  supplemented  or  otherwise  modified  from  time  to  time
(including by any supplemental  indenture  thereto executed by any Subsidiary of
Company after the Closing Date) to the extent permitted under subsection 7.12B.

     "Subordinated  Note  Indenture"  means the indenture  pursuant to which the
Subordinated  Notes are  issued,  as in effect on the  Closing  Date and as such
indenture  may  heretofore  have been or  hereafter  may be  amended,  restated,
supplemented  or otherwise  modified  from time to time to the extent  permitted
under subsection 7.12B.

     "Subordinated  Notes" means the $100,000,000 in aggregate  principal amount
of 11% Senior  Subordinated  Notes due 2006 of Company  issued  pursuant  to the
Subordinated Note Indenture.

     "Subsidiary"   means,   with  respect  to  any  Person,   any  corporation,
partnership,  association,  joint venture or other business entity of which more
than 50% of the  total  voting  power  of  shares  of  stock or other  ownership
interests entitled (without regard to the occurrence of any contingency) to vote
in the election of the Person or Persons (whether directors,  managers, trustees
or other Persons  performing  similar  functions)  having the power to direct or
cause the direction of the management and policies  thereof is at the time owned
or  controlled,  directly  or  indirectly,  by that Person or one or more of the
other Subsidiaries of that Person or a combination  thereof provided that, prior
to the Union Merger Date,  neither  Union nor any of its  Subsidiaries  shall be
deemed a Subsidiary of Company for purposes of Sections 5.16, 7.1, 7.2 or 7.3.

     "Subsidiary Guarantor" means any Wholly Owned Subsidiary of Company that is
a  party  to the  Subsidiary  Guaranty  on the  Effective  Date  or at any  time
thereafter pursuant to subsection 6.9.

     "Subsidiary  Guaranty" means the Subsidiary Guaranty,  substantially in the
form of Exhibit VII annexed  hereto,  dated as of the Closing Date and delivered
by the existing  Subsidiary  Guarantors on the Effective Date and any additional
Subsidiary Guarantor from time to time thereafter pursuant to subsection 6.9, as
such  Subsidiary  Guaranty may heretofore have been or hereafter may be amended,
restated, supplemented or otherwise modified from time to time.

     "SunTrust"  means  SunTrust  Bank,  Atlanta and its successors and assigns,
including, without limitation, its successors by merger.

     "Swing Line Lender" means Chase, or any Person serving as a successor Chase
Co-Administrative  Agent  hereunder,  in  its  capacity  as  Swing  Line  Lender
hereunder.

     "Swing Line Loan  Commitment"  means the commitment of Swing Line Lender to
make Swing Line Loans to Company pursuant to subsection 2.1A(iv).

     "Swing  Line Loans"  means the Loans made by Swing Line Lender  pursuant to
subsection 2.1A(iv).

     "Swing Line Note" means (i) the promissory  note of Company issued pursuant
to the Existing Credit  Agreement and the Original Credit Agreement and (ii) any
promissory note issued by Company to any successor Chase Co-Administrative Agent
and Swing Line Lender pursuant to the last sentence of subsection  9.5B, in each
case  substantially  in the form of  Exhibit  VI  annexed  hereto,  as it may be
amended, restated, supplemented or otherwise modified from time to time.

     "Tax" or "Taxes"  means any  present or future  tax,  levy,  impost,  duty,
charge,  fee,  deduction or  withholding of any nature and whatever  called,  by
whomsoever, on whomsoever and wherever imposed, levied,  collected,  withheld or
assessed;  provided  that "TAX ON THE OVERALL  NET INCOME" of a Person  shall be
construed  as a  reference  to a tax imposed by the  jurisdiction  in which that
Person's principal office (and/or, in the case of a Lender, its relevant Lending
Office) is located or in which that Person is deemed to be doing business on all
or part of the net income,  profits or gains of that Person (whether  worldwide,
or only insofar as such income,  profits or gains are  considered to arise in or
to relate to a particular jurisdiction, or otherwise).

     "Tendered  Union Shares" means all shares of Union Common Stock tendered to
and purchased by Merger Sub pursuant to the Tender Offer.

     "Tender Offer" means the offer to purchase for cash all of the  outstanding
shares  of Union  Common  Stock by  Merger  Sub  pursuant  to the  Tender  Offer
Materials.

     "Tender Offer Materials" means the Tender Offer Statement on Schedule 14D-1
filed by Merger  Sub on  December  24,  1997 with the  Securities  and  Exchange
Commission  pursuant to Section 14(d)(1) of the Exchange Act,  together with all
exhibits,  supplements and amendments  thereto and any other amendments prior to
the date hereof that relate only to any extension of time during which the offer
to purchase remains  outstanding or to the results of the Tender Offer and other
amendments that are approved by Arranging Agents.

     "Term Loans" means,  collectively,  the Tranche A Term Loans, the Tranche B
Term Loans and the Tranche C Term Loans.

     "Term Notes" means,  collectively,  the Tranche A Term Notes, the Tranche B
Term Notes and the Tranche C Term Notes.

     "Total Utilization of Revolving Loan Commitments"  means, as at any date of
determination,  the sum of (i) the aggregate principal amount of all outstanding
Revolving Loans (other than Revolving Loans made for the purpose of repaying any
Refunded Swing Line Loans or reimbursing  the applicable  Issuing Lender for any
amount  drawn under any Letter of Credit but not yet so  applied)  plus (ii) the
aggregate  principal  amount of all outstanding  Swing Line Loans plus (iii) the
Letter of Credit Usage.

     "Trademark  Security  Agreement"  means the  Trademark  Security  Agreement
entered into by and among  Company,  the  Subsidiary  Guarantors  and Collateral
Agent dated as of the Closing  Date,  substantially  in the form of Exhibit IX-C
annexed hereto, as such Trademark Security Agreement may heretofore have been or
hereafter may be amended, restated, supplemented or otherwise modified from time
to time.

     "Tranche A Term Loan Commitment" means the commitment of a Lender to make a
Tranche A Term Loan to  Company  on the  Closing  Date  pursuant  to  subsection
2.1A(i) of the Original Credit Agreement and the Existing Credit Agreement,  and
"TRANCHE A TERM LOAN  COMMITMENTS"  means such commitments of all Lenders in the
aggregate.

     "Tranche A Term Loan Exposure" means,  with respect to any Lender as of any
date of  determination,  the outstanding  principal amount of the Tranche A Term
Loan of that Lender.

     "Tranche A Term Loans" means the Existing Tranche A Term Loans.

     "Tranche A Term Notes"  means (i) the  promissory  notes of Company  issued
pursuant to the Original Credit  Agreement and the Existing Credit Agreement and
(ii) any  promissory  notes issued by Company  pursuant to the last  sentence of
subsection  10.1B(i) in connection with  assignments of the Tranche A Term Loans
of any Lenders,  in each case  substantially in the form of Exhibit IV-A annexed
hereto,  as they may be amended,  restated,  supplemented or otherwise  modified
from time to time.

     "Tranche B Term Loan Commitment" means the commitment of a Lender to make a
Tranche B Term Loan to  Company  on the  Closing  Date  pursuant  to  subsection
2.1A(ii) of the Original Credit Agreement and the commitment of a Lender to make
Additional  Tranche B Term Loans to Company  pursuant to subsection  2.1A(ii) of
the Existing Credit Agreement,  and "TRANCHE B TERM LOAN COMMITMENTS" means such
commitments of all Lenders in the aggregate.

     "Tranche B Term Loan Exposure" means,  with respect to any Lender as of any
date of  determination  the outstanding  principal  amount of the Tranche B Term
Loan of that Lender.

     "Tranche B Term Loans" means the Existing Tranche B Term Loans.

     "Tranche  B Term  Note  Allonge"  means the  Allonges  issued  pursuant  to
subsection  2.1E of the Existing  Credit  Agreement on the First  Amendment Date
with  respect to the  Tranche B Term Notes,  as they may be  amended,  restated,
supplemented or otherwise modified from time to time.

     "Tranche B Term Notes"  means (i) the  promissory  notes of Company  issued
pursuant to the Original Credit Agreement,  in each case as amended on the First
Amendment Date by the Tranche B Term Note Allonges, (ii) the promissory notes of
Company issued pursuant to subsection  2.1E(ii) of the Existing Credit Agreement
on the First  Amendment  Date, and (iii) any promissory  notes issued by Company
pursuant  to the  last  sentence  of  subsection  10.1B(i)  in  connection  with
assignments  of  the  Tranche  B  Term  Loans  of  any  Lenders,  in  each  case
substantially  in the  form of  Exhibit  IV-B  annexed  hereto,  as they  may be
amended, restated, supplemented or otherwise modified from time to time.

     "Tranche C Term Loan Commitment" means the commitment of a Lender to make a
Tranche C Term Loan to Company pursuant to subsection  2.1A(ii),  and "Tranche C
Term Loan Commitments" means such commitments of all Lenders in the aggregate.

     "Tranche C Term Loan Exposure" means,  with respect to any Lender as of any
date of determination (i) prior to the funding of the Tranche C Term Loans, that
Lender's Tranche C Term Loan  Commitment,  (ii) after the initial funding of the
Tranche C Term Loans but before  the date (the  "TRANCHE C TERM LOAN  COMMITMENT
TERMINATION DATE") that is 120 days after the Effective Date or (if earlier) the
date on which the  Delayed-Draw  Term Loans are made, the outstanding  principal
amount of the Tranche C Term Loans of that Lender plus the  unfunded  portion of
the  Tranche C Term Loan  Commitment,  and (iii)  after the  Tranche C Term Loan
Commitment  Termination Date, the outstanding  principal amount of the Tranche C
Term Loans of that Lender.

     "Tranche C Term Loans" means the Loans made by Lenders to Company  pursuant
to subsection 2.1A(ii).

     "Tranche C Term Notes"  means (i) the  promissory  notes of Company  issued
pursuant to subsection 2.1E on the Effective Date and (ii) any promissory  notes
issued by Company  pursuant  to the last  sentence  of  subsection  10.1B(i)  in
connection with  assignments of the Tranche C Term Loan Commitments or Tranche C
Term Loans of any  Lenders,  in each case  substantially  in the form of Exhibit
IV-C annexed hereto, as they may be amended, restated, supplemented or otherwise
modified from time to time.

     "Transaction  Costs" means the fees,  costs and expenses payable by Company
and its Subsidiaries and in connection with the transactions contemplated hereby
to occur on the Effective  Date and the Funding Date for the  Delayed-Draw  Term
Loan.

     "Unfunded  Current  Liability" means, with respect to any Pension Plan, the
amount,  if any, by which the actuarial  present value of the  accumulated  plan
benefits  under such  Pension  Plan as of the close of its most recent plan year
exceeds the fair market value of the assets allocable  thereto,  each determined
in accordance  with  Statement of Financial  Accounting  Standards No. 35, based
upon the actuarial  assumptions  used by such Pension Plan's actuary in the most
recent annual valuation of such Pension Plan.

     "Union"  has the  meaning  assigned  to that term in the  recitals  to this
Agreement.

     "Union  Acquisition"  means  the  transactions  contemplated  by the  Union
Acquisition Agreement.

     "Union  Acquisition  Agreement"  that certain Share Purchase  Agreement and
Plan of Merger  dated as of December 22, 1997 by and among  Company,  Merger Sub
and Union.

     "Union Acquisition  Documents" means the Union Acquisition  Agreement,  the
Tender Offer Materials and the Union Certificate of Merger.

     "Union  Certificate  of  Merger"  means  the  Certificate  of Merger by and
between Merger Sub and Union to be filed with the Secretary of State of Delaware
as contemplated by the Union Acquisition  Agreement,  as such certificate may be
amended,  restated,  supplemented  or  otherwise  modified  from  time  to  time
thereafter to the extent permitted under subsection 7.12A.

     "Union  Common  Stock" means the common stock of Union,  par value $.50 per
share, issued and outstanding prior to the Union Merger.

     "Union  Letters  of  Credit"  has the  meaning  assigned  to  that  term in
subsection 3.1A.

     "Union  Merger"  means  the  merger of  Merger  Sub with and into  Union in
accordance  with the  terms of the  Union  Acquisition  Agreement  and the Union
Certificate of Merger, with Union being the surviving corporation.

     "Union Merger Date" means the date that the Union Merger becomes  effective
in accordance with the terms of the Union Acquisition Agreement.

     "Wholly Owned  Subsidiary"  means, with respect to any Person, a Subsidiary
of such Person all of the outstanding capital stock or other ownership interests
of  which  (other  than  Regulatory  Shares)  shall at the time be owned by such
Person or by one or more  Wholly  Owned  Subsidiaries  of such Person or by such
Person and one or more Wholly Owned Subsidiaries of such Person.

1.2  ACCOUNTING  TERMS; UTILIZATION  OF  GAAP FOR PURPOSES OF CALCULATIONS UNDER
     AGREEMENT.

     Except as otherwise  expressly  provided in this Agreement,  all accounting
terms not otherwise  defined herein shall have the meanings  assigned to them in
conformity with GAAP.  Financial statements and other information required to be
delivered by Company to Lenders  pursuant to clauses (i), (ii), (iii) and (xiii)
of  subsection  6.1 shall be  prepared in  accordance  with GAAP  (except,  with
respect to interim financial  statements,  normal year-end audit adjustments and
the  absence  of  explanatory  footnotes)  as in  effect  at the  time  of  such
preparation (and delivered together with the reconciliation  statements provided
for in subsection  6.1(v)).  Calculations  in connection  with the  definitions,
covenants  and other  provisions  of this  Agreement  shall  utilize  accounting
principles  and policies in conformity  with those used to prepare the financial
statements referred to in subsection 5.3A.

1.3  OTHER DEFINITIONAL PROVISIONS.

     References  to  "Sections"  and  "subsections"  shall  be to  Sections  and
subsections,  respectively,  of this  Agreement  unless  otherwise  specifically
provided.  Any of the terms  defined in subsection  1.1 may,  unless the context
otherwise  requires,  be used in the  singular or the plural,  depending  on the
reference. The words "includes",  "including" and similar terms used in any Loan
Document shall be construed as if followed by the words "without limitation".


                                   SECTION 2.
                   AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

2.1  COMMITMENTS; LOANS.

     A.  COMMITMENTS.  Subject to the terms and conditions of this Agreement and
in reliance upon the  representations  and  warranties of Loan Parties set forth
herein and in the other Loan Documents,  each Lender hereby  severally agrees to
make (or  maintain,  as the  case may be) the  Loans  described  in  subsections
2.1A(i),  2.1A(ii) and 2.1A(iii) and Swing Line Lender hereby agrees to make the
Swing Line Loans as described in subsection 2.1A(iv).

          (i)  Existing  Loans.  Company  acknowledges  and  confirms  that each
     Existing  Lender holds Existing Loans in the respective  principal  amounts
     outstanding  as of the  Effective  Date  set  forth  opposite  its  name on
     Schedule 2.1 annexed hereto. Company hereby represents,  warrants,  agrees,
     covenants  and  (1)  reaffirms  that  it has no  (and  it  permanently  and
     irrevocably  waives and releases Agents and Lenders from any, to the extent
     arising  on or prior to the  Effective  Date)  defense,  set off,  claim or
     counterclaim  against any Agent or Lender in regard to its  Obligations  in
     respect of such Existing Loans and (2) reaffirms its obligation to pay such
     Loans in accordance with the terms and conditions of this Agreement and the
     other Loan Documents.  Based on the foregoing,  (A) Company and each Lender
     agree that (x) the Existing  Tranche A Term Loans, (y) the Existing Tranche
     B Term Loans and (z) the  Existing  Revolving  Loans,  and any amounts owed
     (whether or not  presently  due and  payable,  and  including  all interest
     accrued to the Effective  Date (which shall be payable on the next Interest
     Payment Date with respect to the Loans to which such interest  relates)) by
     Company  to Lenders  thereunder  or in respect  thereof,  shall,  as of the
     Effective  Date, be converted to,  maintained as, and owed by Company under
     or in respect of Tranche A Term Loans,  Tranche B Term Loans and  Revolving
     Loans,  respectively,  hereunder.  Amounts  repaid or prepaid in respect of
     Tranche A Term  Loans  and  Tranche  B Term  Loans  may not be  reborrowed.
     Amounts repaid or prepaid in respect of the foregoing  Revolving  Loans may
     be repaid and  reborrowed to but excluding  the Revolving  Loan  Commitment
     Termination Date.

          (ii) Tranche C Term Loans. Each Lender severally agrees (a) to lend to
     Company on the  Effective  Date (in the case of Tranche C Term Loans  other
     than  Delayed-Draw  Term Loans) and (b) to lend to Company  within 120 days
     after  the  Effective  Date (in the case of  Delayed-Draw  Term  Loans)  an
     aggregate  amount not exceeding its Pro Rata Share of the aggregate  amount
     of the  Tranche  C Term  Loan  Commitments  to be  used  for  the  purposes
     identified in subsection  2.5B. The amount of each Lender's  Tranche C Term
     Loan  Commitment  is set forth  opposite  its name on Schedule  2.1 annexed
     hereto and the aggregate  amount of the Tranche C Term Loan  Commitments is
     $225,000,000;  provided that the Tranche C Term Loan Commitments of Lenders
     shall be adjusted to give effect to any  assignments  of the Tranche C Term
     Loan Commitments pursuant to subsection 10.1B. Each Lender's Tranche C Term
     Loan  Commitment  shall expire  immediately  and without  further action on
     February  15, 1998 if the  initial  Tranche C Term Loans are not made on or
     before  that date,  and each  Lender's  Tranche C Term Loan  Commitment  in
     respect of the Delayed-Draw Term Loans shall expire immediately and without
     further action on the date that is 120 days after the Effective Date in the
     event that the Delayed-Draw Term Loans are not made on or before that date.
     Company  may  make  only two  borrowings  under  the  Tranche  C Term  Loan
     Commitments.   Amounts   borrowed  under  this   subsection   2.1A(ii)  and
     subsequently repaid or prepaid may not be reborrowed.

          (iii) Revolving Loans.  Each Lender severally  agrees,  subject to the
     limitations set forth below with respect to the maximum amount of Revolving
     Loans  permitted to be  outstanding  from time to time,  to lend to Company
     from  time to  time  during  the  period  from  the  Effective  Date to but
     excluding  the  Revolving  Loan  Commitment  Termination  Date an aggregate
     amount which,  when aggregated  with any outstanding  Existing Loans of the
     Lender that are Revolving Loans, shall not exceed its Pro Rata Share of the
     aggregate  amount of the  Revolving  Loan  Commitments,  to be used for the
     purposes  identified  in  subsection  2.5C.  The  original  amount  of each
     Lender's  Revolving  Loan  Commitment  is set  forth  opposite  its name on
     Schedule  2.1  annexed  hereto  and the  aggregate  original  amount of the
     Revolving Loan Commitments is $58,000,000; provided that the Revolving Loan
     Commitments of Lenders shall be adjusted to give effect to any  assignments
     of the Revolving Loan Commitments  pursuant to subsection  10.1B;  provided
     further that the amount of the Revolving Loan Commitments  shall be reduced
     from time to time by the amount of any reductions  thereto made pursuant to
     subsection  2.4B. Each Lender's  Revolving Loan Commitment  shall expire on
     the Revolving Loan Commitment  Termination Date and all Revolving Loans and
     all other amounts owed  hereunder  with respect to the Revolving  Loans and
     the  Revolving  Loan  Commitments  shall be paid in full no later than that
     date.  Amounts borrowed under this subsection  2.1A(iii) as Revolving Loans
     may be repaid and reborrowed to but excluding the Revolving Loan Commitment
     Termination Date.

          Notwithstanding anything contained herein to the contrary, in no event
     shall the Total  Utilization  of  Revolving  Loan  Commitments  at any time
     exceed the Revolving Loan Commitments then in effect.

          (iv) Swing Line Loans. Swing Line Lender hereby agrees, subject to the
     limitations set forth below with respect to the maximum aggregate amount of
     all Swing Line Loans  outstanding  from time to time,  to make a portion of
     the  Revolving  Loan  Commitments  available  to Company  from time to time
     during the period from the  Effective  Date to but  excluding the Revolving
     Loan  Commitment  Termination  Date by making Base Rate Loans as Swing Line
     Loans to  Company  in an  aggregate  amount not to exceed the amount of the
     Swing  Line Loan  Commitment,  to be used for the  purposes  identified  in
     subsection 2.5B,  notwithstanding the fact that such Swing Line Loans, when
     aggregated with the sum of Swing Line Lender's outstanding  Revolving Loans
     and Swing Line  Lender's  Pro Rata Share of the Letter of Credit Usage then
     in effect,  may exceed Swing Line Lender's  Revolving Loan Commitment.  The
     original amount of the Swing Line Loan  Commitment is $5,000,000;  provided
     that the amounts of the Swing Line Loan Commitment are subject to reduction
     as  provided  in clause  (b) of the next  paragraph.  The  Swing  Line Loan
     Commitment  shall expire on the Revolving Loan Commitment  Termination Date
     and all Swing Line Loans and all other amounts owed  hereunder with respect
     to the Swing  Line  Loans  shall be paid in full no later  than that  date.
     Amounts  borrowed  under  this  subsection   2.1A(iv)  may  be  repaid  and
     reborrowed to but excluding the Revolving Loan Commitment Termination Date.

     Notwithstanding  anything contained herein to the contrary,  the Swing Line
Loans,  and the Swing Line Loan  Commitment  shall be  subject to the  following
limitations in the amounts indicated:

               (a) in no event shall the Total  Utilization  of  Revolving  Loan
          Commitments at any time exceed the Revolving Loan  Commitments then in
          effect;

               (b) any reduction of the Revolving Loan Commitments made pursuant
          to  subsection  2.4B  which  reduces  the  aggregate   Revolving  Loan
          Commitments  to an amount less than the then  current sum of the Swing
          Line Loan Commitment  shall result in an automatic  corresponding  pro
          rata  reduction  of the Swing Line Loan  Commitment  such that the sum
          thereof  equals the amount of the Revolving  Loan  Commitments,  as so
          reduced,  without  any further  action on the part of  Company,  Chase
          Co-Administrative Agent or Swing Line Lender.

          With  respect to any Swing Line Loans which have not been  voluntarily
     prepaid by Company pursuant to subsection  2.4B(i),  Swing Line Lender may,
     at any  time  in  its  sole  and  absolute  discretion,  deliver  to  Chase
     Co-Administrative  Agent (with a copy to Company), no later than 12:00 Noon
     (New York  time) at least  one  Business  Day in  advance  of the  proposed
     Funding  Date, a notice  (which shall be deemed to be a Notice of Borrowing
     given by Company)  requesting Lenders to make Revolving Loans that are Base
     Rate Loans to Company on such Funding Date in an amount equal to the amount
     of such Swing Line Loans (the "REFUNDED  SWING LINE LOANS")  outstanding on
     the date such notice is given which Swing Line Lender  requests  Lenders to
     prepay.   Anything   contained   in   this   Agreement   to  the   contrary
     notwithstanding,  (i) the proceeds of such Revolving  Loans made by Lenders
     other  than  Swing  Line  Lender   shall  be   immediately   delivered   by
     Co-Administrative  Agents to Swing Line  Lender  (and not to  Company)  and
     applied to repay a  corresponding  portion of the Refunded Swing Line Loans
     and (ii) on the day such Revolving Loans are made,  Swing Line Lender's Pro
     Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with
     the proceeds of a Revolving Loan made by Swing Line Lender to Company,  and
     such  portion of the Swing Line Loans  deemed to be so paid shall no longer
     be  outstanding  as Swing  Line  Loans and shall no longer be due under the
     Swing Line Note of Swing Line Lender but shall instead  constitute  part of
     Swing Line Lender's outstanding Revolving Loans to Company and shall be due
     under the  Revolving  Note issued by Company to Swing Line Lender.  Company
     hereby  authorizes  each of Chase  Co-Administrative  Agent and Swing  Line
     Lender to charge Company's accounts with Chase  Co-Administrative Agent and
     Swing Line  Lender (up to the amount  available  in each such  account)  in
     order to immediately pay Swing Line Lender the amount of the Refunded Swing
     Line Loans to the  extent  the  proceeds  of such  Revolving  Loans made by
     Lenders,  including  the  Revolving  Loan  deemed to be made by Swing  Line
     Lender,  are not sufficient to repay in full the Refunded Swing Line Loans.
     If any portion of any such amount paid (or deemed to be paid) to Swing Line
     Lender  should be  recovered  by or on behalf of  Company  from  Swing Line
     Lender in  bankruptcy,  by  assignment  for the  benefit  of  creditors  or
     otherwise,  the loss of the amount so  recovered  shall be  ratably  shared
     among all Lenders in the manner contemplated by subsection 10.5.

          If for any  reason  Revolving  Loans  are not  made  pursuant  to this
     subsection  2.1A(iv) in an amount  sufficient  to repay any amounts owed to
     Swing  Line  Lender in respect  of any  outstanding  Swing Line Loans on or
     before the third  Business  Day after  demand for payment  thereof by Swing
     Line  Lender,  each Lender  shall be deemed to, and hereby  agrees to, have
     purchased a participation in such  outstanding  Swing Line Loans, and in an
     amount equal to its Pro Rata Share of the applicable unpaid amount together
     with accrued  interest  thereon.  Upon one Business Day's notice from Swing
     Line Lender,  each Lender  shall  deliver to Swing Line Lender an amount in
     equal to its respective  participation  in the applicable  unpaid amount in
     same day funds at the Funding and Payment Office. In order to evidence such
     participation each Lender agrees to enter into a participation agreement at
     the  request of Swing Line  Lender in form and  substance  satisfactory  to
     Swing Line Lender. In the event any Lender fails to make available to Swing
     Line Lender the amount of such Lender's  participation  as provided in this
     paragraph,  Swing Line Lender  shall be entitled to recover  such amount on
     demand  from  such  Lender  together  with  interest  thereon  at the  rate
     customarily  used by Swing Line Lender for the  correction  of errors among
     banks  for  three  Business  Days  and  thereafter  at the  Base  Rate,  as
     applicable.

          Notwithstanding  anything  contained herein to the contrary,  (i) each
     Lender's obligation to make Revolving Loans for the purpose of repaying any
     Refunded  Swing Line Loans pursuant to the second  preceding  paragraph and
     each Lender's  obligation to purchase a  participation  in any unpaid Swing
     Line  Loans  pursuant  to the  immediately  preceding  paragraph  shall  be
     absolute and  unconditional  and shall not be affected by any circumstance,
     including, without limitation, (a) any set-off,  counterclaim,  recoupment,
     defense or other  right  which  such  Lender  may have  against  Swing Line
     Lender,  Company or any other  Person for any  reason  whatsoever;  (b) the
     occurrence or  continuation  of an Event of Default or a Potential Event of
     Default;  (c) any adverse change in the business,  operations,  properties,
     assets,  condition  (financial or otherwise) or prospects of Company or any
     of its  Subsidiaries;  (d) any breach of this  Agreement  or any other Loan
     Document by any party thereto; or (e) any other circumstance,  happening or
     event whatsoever,  whether or not similar to any of the foregoing; provided
     that no Lender shall have any such obligation  unless (x) Swing Line Lender
     believed in good faith that all conditions under Section 4 to the making of
     the applicable  Refunded Swing Line Loans or other unpaid Swing Line Loans,
     were  satisfied at the time such Refunded  Swing Line Loans or unpaid Swing
     Line Loans were made, or (y) such Lender had actual  knowledge,  by receipt
     of any notices  required to be delivered to Lenders  pursuant to subsection
     6.1(ix) or otherwise,  that any such condition under Section 4 had not been
     satisfied  and such  Lender  failed to notify  Swing Line  Lender and Chase
     Co-Administrative  Agent  in  writing  that  it had no  obligation  to make
     Revolving  Loans until such  condition was satisfied (any such notice to be
     effective as of the date of receipt  thereof by Swing Line Lender and Chase
     Co-Administrative  Agent),  or (z) the  satisfaction  of any such condition
     under Section 4 not satisfied had been waived by Requisite Lenders prior to
     or at the time such  Refunded  Swing Line Loans or other  unpaid Swing Line
     Loans were made;  and (ii) Swing Line Lender shall not be obligated to make
     any Swing Line Loans if it has  elected  not to do so after the  occurrence
     and during the  continuation  of a  Potential  Event of Default or Event of
     Default.

     B. BORROWING  MECHANICS.  Term Loans or Revolving Loans (including any such
Loans made as Eurodollar Rate Loans with a particular  Interest  Period) made on
any Funding Date (other than Revolving Loans made pursuant to a request by Swing
Line Lender  pursuant to  subsection  2.1A(iv)  for the purpose of repaying  any
Refunded  Swing Line Loans or Revolving  Loans made pursuant to subsection  3.3B
for the purpose of reimbursing any Issuing Lender for the amount of a drawing or
payment under a Letter of Credit issued by it) shall be in an aggregate  minimum
amount of  $1,000,000  and  integral  multiples  of  $100,000  in excess of that
amount.  Swing  Line  Loans made on any  Funding  Date shall be in an  aggregate
minimum amount of $250,000 and integral  multiples of $100,000 in excess of that
amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans
it shall deliver to Chase  Co-Administrative Agent on behalf of Company a Notice
of Borrowing no later than 12:00 Noon (New York time),  at least three  Business
Days in advance of the proposed  Funding  Date in the case of a Eurodollar  Rate
Loan,  or at least one Business  Day in advance of the proposed  Funding Date in
the case of a Base Rate Loan;  provided,  however,  that  Company may deliver to
Chase  Co-Administrative Agent a Notice of Borrowing no later than 11:00 AM (New
York time) on the proposed  Funding Date of any Tranche C Term Loans (other than
Delayed-Draw  Term  Loans) to be  borrowed  at the Base Rate.  Whenever  Company
desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Chase
Co-Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York
time) on the proposed  Funding Date.  The Notice of Borrowing  shall specify (i)
the proposed  Funding Date (which shall be a Business Day),  (ii) the amount and
type of Loans requested,  (iii) in the case of Swing Line Loans, that such Loans
shall be Base Rate  Loans,  (iv) in the case of any Loans  other than Swing Line
Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and
(v) in the case of any Loans requested to be made as Eurodollar Rate Loans,  the
initial Interest Period requested  therefor.  Term Loans and Revolving Loans may
be continued as or converted into Base Rate Loans and  Eurodollar  Rate Loans in
the  manner   provided  in  subsection   2.2D.   In  lieu  of   delivering   the
above-described  Notice of Borrowing,  Company may give Chase  Co-Administrative
Agent  telephonic  notice by the required time of any proposed  borrowing  under
this subsection 2.1B;  provided that such notice shall be promptly  confirmed in
writing by delivery of a Notice of Borrowing to Chase Co-Administrative Agent on
or before the applicable Funding Date.

     Neither  Chase  Co-Administrative  Agent  nor any  Lender  shall  incur any
liability to Company in acting upon any telephonic notice referred to above that
Chase  Co-Administrative  Agent  believes  in good faith to have been given by a
duly  authorized  officer  or other  person  authorized  to  borrow on behalf of
Company or for otherwise  acting in good faith under this  subsection  2.1B, and
upon funding of Loans by Lenders in accordance  with this Agreement  pursuant to
any such telephonic notice Company shall have effected Loans hereunder.

     Company shall notify Chase  Co-Administrative Agent prior to the funding of
any Loans in the event that any of the  matters to which  Company is required to
certify in the applicable  Notice of Borrowing are no longer true and correct as
of the applicable Funding Date, and the acceptance by Company of the proceeds of
any Loans shall constitute a re-certification  by Company,  as of the applicable
Funding  Date,  as to the matters to which Company is required to certify in the
applicable Notice of Borrowing.

     Except as otherwise  provided in subsections  2.6B, 2.6C and 2.6G, a Notice
of Borrowing for a Eurodollar  Rate Loan (or telephonic  notice in lieu thereof)
shall be irrevocable on and after the related Interest Rate Determination  Date,
and Company shall be bound to make a borrowing in accordance therewith.

     C. DISBURSEMENT OF FUNDS. All Term Loans and all Revolving Loans under this
Agreement shall be made by Lenders  simultaneously and  proportionately to their
respective  Pro  Rata  Shares,  it  being  understood  that no  Lender  shall be
responsible  for  any  default  by any  other  Lender  in  that  other  Lender's
obligation to make a Loan  requested  hereunder nor shall the  Commitment of any
Lender to make the  particular  type of Loan requested be increased or decreased
as a result of a default by any other Lender in that other  Lender's  obligation
to make a Loan requested hereunder.  Promptly after receipt by Co-Administrative
Agents of a Notice of  Borrowing  pursuant  to  subsection  2.1B (or  telephonic
notice in lieu thereof),  Chase Co-Administrative Agent shall notify each Lender
or Swing Line Lender,  as the case may be, of the proposed  borrowing and of the
amount of such Lender's Pro Rata Share of the applicable Loans.

     Each  Lender  shall  make  the  amount  of  its  Loan  available  to  Chase
Co-Administrative  Agent  not later  than  12:00  Noon  (New  York  time) on the
applicable  Funding  Date,  and Swing Line  Lender  shall make the amount of its
Swing Line Loan available to Chase  Co-Administrative Agent not later than 12:00
Noon (New York time) on the  applicable  Funding  Date, in each case in same day
funds,  at the  Funding  and Payment  Office.  Except as provided in  subsection
2.1A(iv)  or  subsection  3.3B with  respect  to  Revolving  Loans used to repay
Refunded  Swing Line Loans or to reimburse any Issuing  Lender for the amount of
an  honored  drawing  or  payment  under a Letter of Credit  issued by it,  upon
satisfaction or waiver of the conditions  precedent specified in subsections 4.2
(in the  case of  Loans  made on the  Effective  Date),  4.3 (in the case of the
Delayed-Draw   Term  Loans)  and  4.4  (in  the  case  of  all   Loans),   Chase
Co-Administrative  Agent  shall make the  proceeds  of such Loans  available  to
Company on the  applicable  Funding  Date by causing an amount of same day funds
equal to the  proceeds  of all such Loans  received  by Chase  Co-Administrative
Agent from Lenders or Swing Line  Lender,  as the case may be, to be credited to
the account of Company at the Funding and Payment Office.

     Unless Chase Co-Administrative Agent shall have been notified by any Lender
prior to the Funding Date for any Loans that such Lender does not intend to make
available  to Chase  Co-Administrative  Agent the amount of such  Lender's  Loan
requested on such Funding Date,  Chase  Co-Administrative  Agent may assume that
such Lender has made such amount available to Chase  Co-Administrative  Agent on
such Funding Date and Chase Co-Administrative Agent may, in its sole discretion,
but shall not be obligated to, make available to Company a corresponding  amount
on such Funding Date. If such corresponding amount is not in fact made available
to Chase  Co-Administrative  Agent by such Lender, Chase Co-Administrative Agent
shall be  entitled  to recover  such  corresponding  amount on demand  from such
Lender together with interest thereon, for each day from such Funding Date until
the date such amount is paid to Chase Co-Administrative  Agent, at the customary
rate set by Chase  Co-Administrative  Agent for the  correction  of errors among
banks for three  Business  Days and  thereafter at the Base Rate. If such Lender
does not pay such  corresponding  amount forthwith upon Chase  Co-Administrative
Agent's demand  therefor,  Chase  Co-Administrative  Agent shall promptly notify
Company and Company shall  immediately pay such  corresponding  amount in the to
Chase  Co-Administrative Agent together with interest thereon, for each day from
such Funding Date until the date such amount is paid to Chase  Co-Administrative
Agent,  at the rate  applicable to such Loan.  Nothing in this  subsection  2.1C
shall be deemed to  relieve  any  Lender  from its  obligation  to  fulfill  its
Commitments  hereunder or to prejudice  any rights that Company may have against
any Lender as a result of any default by such Lender hereunder.

     D.       THE REGISTER.

          (i) Chase  Co-Administrative  Agent  shall  maintain,  at the  address
     referred to in subsection 10.8, a register for the recordation of the names
     and addresses of Lenders and the  Commitments and Loans of each Lender from
     time  to time  (the  "REGISTER").  The  Register  shall  be  available  for
     inspection by Company or any Lender at any reasonable time and from time to
     time upon reasonable prior notice.

          (ii) Chase  Co-Administrative  Agent shall  record in the Register the
     Commitments and the outstanding  Loans from time to time of each Lender and
     each  repayment or  prepayment  in respect of the  principal  amount of the
     outstanding Loans of each Lender.  Any such recordation shall be conclusive
     and binding on Company and each Lender,  absent  manifest  error;  provided
     that  failure  to  make  any  such  recordation,   or  any  error  in  such
     recordation,  shall not  affect  Company's  Obligations  in  respect of the
     applicable Loans.

          (iii) Each Lender  shall record on its  internal  records  (including,
     without limitation,  the Notes held by such Lender) the amount of each Loan
     made by it and each payment in respect thereof.  Any such recordation shall
     be prima facie evidence of the amount of such Loans;  provided that failure
     to make any such recordation,  or any error in such recordation,  shall not
     affect  Company's  Obligations  in respect  of the  applicable  Loans;  and
     provided,  further  that in the  event  of any  inconsistency  between  the
     Register and any Lender's  records,  the recordations in the Register shall
     govern.

          (iv)  Company,  Agents and  Lenders  shall deem and treat the  Persons
     listed  as  Lenders  in the  Register  as the  holders  and  owners  of the
     corresponding Commitments and Loans listed therein for all purposes hereof,
     and no assignment or transfer of any Commitment or Loan shall be effective,
     in each  case  unless  an  until  an  Assignment  Agreement  effecting  the
     assignment   or  transfer   thereof  shall  have  been  accepted  by  Chase
     Co-Administrative  Agent  and  recorded  in the  Register  as  provided  in
     subsection  10.1B(ii).  Prior to such  recordation,  all amounts  owed with
     respect to the  applicable  Commitment  or Loan shall be owed to the Lender
     listed in the Register as the owner thereof, and any request,  authority or
     consent of any Person  who,  at the time of making  such  request or giving
     such  authority or consent,  is listed in the Register as a Lender shall be
     conclusive and binding on any subsequent holder,  assignee or transferee of
     the corresponding Commitments or Loans.

          (v) Company hereby  designates  Chase,  and any financial  institution
     serving as a successor Chase Co-Administrative Agent, to serve as Company's
     agent solely for purposes of  maintaining  the Register as provided in this
     subsection 2.1D, and Company hereby agrees that, to the extent Chase serves
     in such capacity, Chase and its officers, directors,  employees, agents and
     affiliates shall  constitute  Indemnitees for all purposes under subsection
     10.3.

     E. TRANCHE C TERM NOTES. Company shall execute and deliver on the Effective
Date  to  each  Lender  providing  a  Tranche  C  Term  Loan  Commitment  (or to
Co-Administrative  Agents for that Lender) a Tranche C Term Note,  substantially
in the form of Exhibit IV-C annexed hereto,  to evidence that Lender's Tranche C
Term Loans in the  principal  amount of that  Lender's  Tranche C Term Loans and
with  other  appropriate  insertions.  The Notes and the  Obligations  evidenced
thereby  shall be governed by,  subject to and benefit from all of the terms and
conditions  of  this  Agreement  and the  other  Loan  Documents  and  shall  be
guaranteed and/or secured by the Collateral as provided in the Loan Documents.

2.2  INTEREST ON THE LOANS.

     A. RATE OF INTEREST.  Subject to the provisions of subsections 2.6 and 2.7,
each Term  Loan and each  Revolving  Loan  shall  bear  interest  on the  unpaid
principal  amount  thereof  from the date  made  through  maturity  (whether  by
acceleration or otherwise) at a rate determined by reference to the Base Rate or
the Adjusted  Eurodollar  Rate, as the case may be. Subject to the provisions of
subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal
amount thereof from the date made through  maturity  (whether by acceleration or
otherwise) at a rate  determined by reference to the Base Rate.  The  applicable
basis for  determining  the rate of interest  with  respect to any Loan shall be
selected by Company  initially  at the time a Notice of  Borrowing is given with
respect to such Loan pursuant to subsection  2.1B. The basis for determining the
interest rate with respect to any Term Loan or any Revolving Loan may be changed
from time to time  pursuant to  subsection  2.2D. If on any day any Term Loan or
Revolving  Loan is  outstanding  with  respect  to  which  notice  has not  been
delivered  to  Co-Administrative  Agents  in  accordance  with the terms of this
Agreement  specifying the applicable basis for determining the rate of interest,
then for that day that Loan shall bear  interest  determined by reference to the
Base Rate.

     Subject to the provisions of  subsections  2.2E and 2.7, the Term Loans and
the Revolving Loans shall bear interest through maturity as follows:

               (i) if a Base  Rate  Loan,  then at the sum of the Base Rate plus
          the Applicable Base Rate Margin; or

               (ii) if a Eurodollar  Rate Loan,  then at the sum of the Adjusted
          Eurodollar Rate plus the Applicable Eurodollar Rate Margin.

     Subject to the provisions of subsections 2.2E and 2.7, the Swing Line Loans
shall  bear  interest  through  maturity  at the sum of the Base  Rate  plus the
Applicable Base Rate Margin less 0.50% per annum.

     B. INTEREST PERIODS.  In connection with each Eurodollar Rate Loan, Company
may,   pursuant   to  the   applicable   Notice  of   Borrowing   or  Notice  of
Conversion/Continuation,  as the case may be, select an interest period (each an
"INTEREST  PERIOD") to be applicable to such Loan,  which Interest  Period shall
be, at Company's option, either a one, three or six month period; provided that:

          (i) the initial  Interest  Period for any  Eurodollar  Rate Loan shall
     commence on the Funding Date in respect of such Loan, in the case of a Loan
     initially  made as a Eurodollar  Rate Loan, or on the date specified in the
     applicable  Notice  of  Conversion/Continuation,  in  the  case  of a  Loan
     converted to a Eurodollar Rate Loan;

          (ii) in the case of immediately successive Interest Periods applicable
     to a  Eurodollar  Rate  Loan  continued  as such  pursuant  to a Notice  of
     Conversion/Continuation,  each successive Interest Period shall commence on
     the day on which the next preceding Interest Period expires;

          (iii) if an Interest  Period would  otherwise  expire on a day that is
     not a  Business  Day,  such  Interest  Period  shall  expire  on  the  next
     succeeding  Business  Day;  provided  that,  if any  Interest  Period would
     otherwise  expire on a day that is not a  Business  Day but is a day of the
     month  after  which no  further  Business  Day occurs in such  month,  such
     Interest Period shall expire on the next preceding Business Day;

          (iv) any  Interest  Period that begins on the last  Business  Day of a
     calendar month (or on a day for which there is no numerically corresponding
     day in the  calendar  month  at the end of  such  Interest  Period)  shall,
     subject to clause (v) of this subsection 2.2B, end on the last Business Day
     of a calendar month;

          (v) no Interest  Period  with  respect to any portion of the Tranche A
     Term Loans shall extend beyond  October 15, 2001,  no Interest  Period with
     respect to any  portion of the  Tranche B Term Loans  shall  extend  beyond
     October 15, 2003 and no Interest  Period with respect to any portion of the
     Tranche C Term Loans shall extend  beyond  October 15, 2004 and no Interest
     Period with  respect to any  portion of the  Revolving  Loans shall  extend
     beyond the Revolving Loan Commitment Termination Date;

          (vi) no Interest  Period with  respect to any portion of the Tranche A
     Term  Loans,  Tranche B Term  Loans or Tranche C Term  Loans  shall  extend
     beyond a date on which  Company is required to make a scheduled  payment of
     principal  of the Tranche A Term  Loans,  Tranche B Term Loans or Tranche C
     Term  Loans,  as the  case  may be,  unless  the  sum of (a) the  aggregate
     principal amount of Tranche A Term Loans, Tranche B Term Loans or Tranche C
     Term  Loans,  as the case may be,  that are Base  Rate  Loans  plus (b) the
     aggregate principal amount of Tranche A Term Loans, Tranche B Term Loans or
     Tranche C Term Loans,  as the case may be, that are  Eurodollar  Rate Loans
     with Interest Periods expiring on or before such date equals or exceeds the
     principal amount required to be paid on the Tranche A Term Loans, Tranche B
     Term Loans or Tranche C Term Loans, as the case may be, on such date;

          (vii) no Interest  Period with respect to any portion of the Revolving
     Loans shall  extend  beyond the date on which a permanent  reduction of the
     Revolving Loan  Commitments is scheduled to occur unless the sum of (a) the
     aggregate principal amount of Revolving Loans that are Base Rate Loans plus
     (b) the aggregate  principal  amount of Revolving Loans that are Eurodollar
     Rate Loans with Interest  Periods  expiring on or before such date plus (c)
     the  excess of the  Revolving  Loan  Commitments  then in  effect  over the
     aggregate  principal amount of Revolving Loans then  outstanding  equals or
     exceeds the permanent  reduction of the Revolving Loan  Commitments that is
     scheduled to occur on such date;

          (viii)  Company  may not select an initial  Interest  Period of longer
     than one month with  respect to Tranche C Term Loans made on the  Effective
     Date.

          (ix) there shall be no more than ten (10) Interest Periods outstanding
     at any time; and

          (x) in the event Company  fails to specify an Interest  Period for any
     Eurodollar  Rate Loan in the  applicable  Notice of  Borrowing or Notice of
     Conversion/Continuation,  Company  shall  be  deemed  to have  selected  an
     Interest Period of one month.

     C.  INTEREST  PAYMENTS.  Subject  to the  provisions  of  subsection  2.2E,
interest  on each Loan  shall be  payable  in  arrears  on and to each  Interest
Payment Date  applicable to that Loan,  upon any prepayment of that Loan (to the
extent  accrued on the amount being  prepaid) and at maturity  (including  final
maturity);  provided that in the event that any Swing Line Loans,  any Revolving
Loans or any Term  Loans  that are Base  Rate  Loans  are  prepaid  pursuant  to
subsection 2.4B(i),  interest accrued on such Swing Line Loans,  Revolving Loans
or Term Loans through the date of such  prepayment  shall be payable on the next
succeeding  Interest Payment Date applicable to Base Rate Loans (or, if earlier,
at final maturity).

     D. CONVERSION OR CONTINUATION. Subject to the provisions of subsection 2.6,
Company  shall have the option (i) to convert at any time all or any part of its
outstanding  Term Loans or  Revolving  Loans equal to  $1,000,000  and  integral
multiples of $100,000 in excess of that amount from Loans bearing  interest at a
rate  determined by reference to one basis to Loans  bearing  interest at a rate
determined by reference to an  alternative  basis or (ii) upon the expiration of
any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any
portion of such Loan equal to $1,000,000  and integral  multiples of $100,000 in
excess of that  amount as a  Eurodollar  Rate Loan;  provided,  however,  that a
Eurodollar  Rate  Loan  may  only  be  converted  into a Base  Rate  Loan on the
expiration date of an Interest Period applicable thereto.

     Company  shall  deliver  a  Notice  of   Conversion/Continuation  to  Chase
Co-Administrative  Agent no later  than  12:00 Noon (New York time) at least one
Business  Day in  advance  of the  proposed  conversion  date  (in the case of a
conversion to a Base Rate Loan),  and at least three Business Days in advance of
the proposed  conversion/continuation date (in the case of a conversion to, or a
continuation  of, a Eurodollar  Rate Loan). A Notice of  Conversion/Continuation
shall  specify (i) the proposed  conversion/continuation  date (which shall be a
Business Day),  (ii) the amount and type of the Loan to be  converted/continued,
(iii) the nature of the proposed conversion/continuation,  (iv) in the case of a
conversion  to, or a  continuation  of, a Eurodollar  Rate Loan,  the  requested
Interest Period, and (v) in the case of a conversion to, or a continuation of, a
Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has
occurred and is continuing.  In lieu of delivering the above-described Notice of
Conversion/Continuation,   Company  may  give  Chase   Co-Administrative   Agent
telephonic  notice by the required time of any proposed  conversion/continuation
under  this  subsection  2.2D;  provided  that  such  notice  shall be  promptly
confirmed in writing by delivery of a Notice of Conversion/Continuation to Chase
Co-Administrative Agent on or before the proposed conversion/continuation date.

     Neither  Chase  Co-Administrative  Agent  nor any  Lender  shall  incur any
liability to Company in acting upon any telephonic notice referred to above that
Chase  Co-Administrative  Agent  believes  in good faith to have been given by a
duly authorized  officer or other person  authorized to act on behalf of Company
or for  otherwise  acting in good faith  under this  subsection  2.2D,  and upon
conversion or continuation of the applicable  basis for determining the interest
rate with respect to any Loans in accordance with this Agreement pursuant to any
such telephonic notice Company shall have effected a conversion or continuation,
as the case may be, hereunder.

     Except as otherwise  provided in subsections  2.6B, 2.6C and 2.6G, a Notice
of  Conversion/Continuation  for conversion to, or continuation of, a Eurodollar
Rate Loan (or  telephonic  notice in lieu thereof)  shall be  irrevocable on and
after the related Interest Rate  Determination  Date, and Company shall be bound
to effect a conversion or continuation in accordance therewith.

     E. POST-DEFAULT  INTEREST.  Upon the occurrence and during the continuation
of any Event of Default,  the outstanding  principal amount of all Loans and, to
the extent  permitted by applicable law, any interest  payments thereon not paid
when due and any fees and other  amounts then due and payable  hereunder,  shall
thereafter  bear interest  (including  post-petition  interest in any proceeding
under the Bankruptcy  Code, or other  applicable  bankruptcy or insolvency laws)
payable  upon  demand at a rate  that is 2% per annum in excess of the  interest
rate otherwise payable under this Agreement with respect to the applicable Loans
(or, in the case of any such fees and other  amounts,  at a rate which is 2% per
annum in excess of the interest rate otherwise  payable under this Agreement for
Revolving  Loans bearing  interest at a rate determined by reference to the Base
Rate);  provided that, in the case of Eurodollar Rate Loans, upon the expiration
of the Interest  Period in effect at the time any such increase in interest rate
is effective such Eurodollar  Rate Loans shall thereupon  become Base Rate Loans
and shall thereafter bear interest payable upon demand at a rate equal to 2% per
annum in excess of the interest rate otherwise  payable under this Agreement for
Base Rate Loans that are Tranche A Term Loans,  Tranche B Term Loans,  Tranche C
Term Loans,  or Revolving  Loans,  as  applicable.  Payment or acceptance of the
increased  rates  of  interest  provided  for in this  subsection  2.2E is not a
permitted alternative to timely payment and shall not constitute a waiver of any
Event of Default or  otherwise  prejudice or limit any rights or remedies of any
Agent or Lender.

     F. COMPUTATION OF INTEREST.  Interest on Loans shall be computed (i) in the
case of Base Rate Loans  based on the Prime  Rate,  on the basis of a 365-day or
366-day  year,  as the case may be,  and (ii) in the case of all other Base Rate
Loans and  Eurodollar  Rate Loans,  on the basis of a 360-day year, in each case
for the actual number of days elapsed in the period during which it accrues.  In
computing interest on any Loan, the date of the making of such Loan or the first
day of an Interest  Period  applicable  to such Loan or, with  respect to a Base
Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of
such  Eurodollar  Rate Loan to such Base Rate Loan, as the case may be, shall be
included,  and the date of  payment  of such Loan or the  expiration  date of an
Interest  Period  applicable  to such Loan or, with  respect to a Base Rate Loan
being  converted to a Eurodollar  Rate Loan, the date of conversion of such Base
Rate Loan to such  Eurodollar  Rate Loan, as the case may be, shall be excluded;
provided that if a Loan is repaid on the same day on which it is made, one day's
interest shall be paid on that Loan.

2.3  FEES.

     A. COMMITMENT FEES. Company agrees to pay to Chase Co-Administrative Agent,
for  distribution  to each Lender in  proportion to that Lender's Pro Rata Share
with respect to the Revolving Loan Commitments for the period from and including
the Closing Date to and excluding the Revolving Loan Commitment Termination Date
commitment  fees equal to (i) the average of the daily  excess of the  Revolving
Loan Commitments over the sum of (x) the aggregate principal amount of Revolving
Loans outstanding (but not any Swing Line Loans outstanding) plus (y) the Letter
of Credit Usage,  multiplied by (ii) 1/2 of 1% per annum. Company also agrees to
pay to  Chase  Co-Administrative  Agent,  for  distribution  to each  Lender  in
proportion  to that  Lender's  Pro Rata Share with respect to the Tranche C Term
Loan  Commitments  for the period from and including  the Effective  Date to and
excluding the earlier of the Funding Date of the Delayed-Draw Term Loans and the
date which is 120 days after the Effective  Date,  commitment  fees equal to (i)
the  average  daily  unfunded  portion of the  Tranche C Term Loan  Commitments,
multiplied  by (ii) 1/2 of 1% per  annum.  All  such  commitment  fees  shall be
calculated  on the basis of a 360-day year and the actual number of days elapsed
and shall be payable  quarterly  in arrears on January 15, April 15, July 15 and
October 15 of each year, commencing on January 15, 1997.

     B. ANNUAL COLLATERAL AGENT'S FEE. Company agrees to pay to Collateral Agent
an annual  Collateral  Agent's fee in such amounts as may be agreed between them
from time to time.

     C.  OTHER  FEES.  Company  agrees to pay to Agents  such  other fees in the
amounts  and at the  times  separately  agreed  upon  between  Company  and  the
applicable Agents.

2.4  REPAYMENTS,  PREPAYMENTS  AND  REDUCTIONS  IN  REVOLVING  LOAN COMMITMENTS;
     GENERAL PROVISIONS REGARDING PAYMENTS.

     A.   SCHEDULED PAYMENTS OF TERM LOANS.

          (i)  Scheduled  Payments of Tranche A Term Loans.  Company  shall make
     principal payments on the Tranche A Term Loans in installments on the dates
     and in the amounts set forth below:

=========================================== ===================================
                                                       SCHEDULED REPAYMENT
                   DATE                                    OF TRANCHE A
                                                            TERM LOANS
=========================================== ===================================
=========================================== ===================================
         April 15, 1998                                     $3,312,500
         July 15, 1998                                      $3,312,500
         October 15, 1998                                   $3,312,500
=========================================== ===================================
         January 15, 1999                                   $3,312,500
         April 15, 1999                                     $3,312,500
         July 15, 1999                                      $3,312,500
         October 15, 1999                                   $3,312,500
=========================================== ===================================
         January 15, 2000                                   $4,250,000
         April 15, 2000                                     $4,250,000
         July 15, 2000                                      $4,250,000
         October 15, 2000                                   $4,250,000
=========================================== ===================================
         January 15, 2001                                   $4,750,000
         April 15, 2001                                     $4,750,000
         July 15, 2001                                      $4,750,000
         October 15, 2001                                   $4,750,000
=========================================== ===================================

     ; provided  that the scheduled  installments  of principal of the Tranche A
     Term  Loans  set  forth  above  shall be  reduced  in  connection  with any
     voluntary  or  mandatory  prepayments  of  the  Tranche  A  Term  Loans  in
     accordance with subsection 2.4C; and provided  further,  that the Tranche A
     Term Loans and all other amounts owed hereunder with respect to the Tranche
     A Term Loans shall be paid in full no later than October 15, 2001,  and the
     final installment payable by Company in respect of the Tranche A Term Loans
     on such date shall be in an amount,  if such amount is different  from that
     specified  above,  sufficient  to repay all amounts  owing by Company under
     this Agreement with respect to the Tranche A Term Loans.

          (ii)  Scheduled  Payments of Tranche B Term Loans.  Company shall make
     principal payments on the Tranche B Term Loans in installments on the dates
     and in the amounts set forth below:


=========================================== ===================================
                   DATE                                SCHEDULED REPAYMENT
                                                           OF TRANCHE B
                                                            TERM LOANS
=========================================== ===================================
=========================================== ===================================
         April 15, 1998                                     $ 446,149
         July 15, 1998                                      $ 446,149
         October 15, 1998                                   $ 446,149
=========================================== ===================================
         January 15, 1999                                   $ 446,149
         April 15, 1999                                     $ 446,149
         July 15, 1999                                      $ 446,149
         October 15, 1999                                   $ 446,149
=========================================== ===================================
         January 15, 2000                                   $ 446,149
         April 15, 2000                                     $ 446,149
         July 15, 2000                                      $ 446,149
         October 15, 2000                                   $ 446,149
=========================================== ===================================
         January 15, 2001                                   $ 446,149
         April 15, 2001                                     $ 446,149
         July 15, 2001                                      $ 446,149
         October 15, 2001                                   $ 446,149
=========================================== ===================================
         January 15, 2002                                 $12,492,171
         April 15, 2002                                   $12,492,171
         July 15, 2002                                    $12,492,171
         October 15, 2002                                 $12,492,171
=========================================== ===================================
         January 15, 2003                                 $16,953,660
         April 15, 2003                                   $16,953,660
         July 15, 2003                                    $16,953,660
         October 15, 2003                                 $16,953,655
=========================================== ===================================

     ; provided  that the scheduled  installments  of principal of the Tranche B
     Term  Loans  set  forth  above  shall be  reduced  in  connection  with any
     voluntary  or  mandatory  prepayments  of  the  Tranche  B  Term  Loans  in
     accordance with subsection  2.4C; and provided,  further that the Tranche B
     Term Loans and all other amounts owed hereunder with respect to the Tranche
     B Term Loans shall be paid in full no later than October 15, 2003,  and the
     final installment payable by Company in respect of the Tranche B Term Loans
     on such date shall be in an amount,  if such amount is different  from that
     specified  above,  sufficient  to repay all amounts  owing by Company under
     this Agreement with respect to the Tranche B Term Loans.

          (iii) Scheduled  Payments of Tranche C Term Loans.  Company shall make
     principal payments on the Tranche C Term Loans in installments on the dates
     and in the amounts set forth below (it being understood and agreed that (a)
     the  amounts set forth below  reflect the  borrowing  of the full amount of
     Tranche C Term  Loans on or prior to April 15,  1998;  (b) in the event the
     Delayed-Draw Term Loans have not been funded on or prior to April 15, 1998,
     the amounts of the  scheduled  installments  of  principal  (including  the
     installment due April 15, 1998) set forth below shall be reduced ratably in
     an  aggregate  amount  equal to the amount of unfunded  Tranche C Term Loan
     Commitments  as of April 15,  1998;  and (c) in the event that the  Funding
     Date of the  Delayed-Draw  Term Loans  occurs  after  April 15,  1998,  the
     amounts of the  scheduled  installments  of  principal  set forth below (as
     adjusted in  accordance  with clause (b) above) for the period  after April
     15,  1998  shall be,  as of such  Funding  Date,  increased  ratably  in an
     aggregate amount equal to the amount of such borrowing of Delayed-Draw Term
     Loans):

  ============================ ===============================
             DATE                        SCHEDULED
                                        REPAYMENT OF
                                       TRANCHE C TERM
                                           LOANS
  ============================ ===============================
        April 15, 1998                   $ 250,000
         July 15, 1998                   $ 250,000
       October 15, 1998                  $ 250,000
  ============================ ===============================
       January 15, 1999                  $ 250,000
        April 15, 1999                   $ 250,000
         July 15, 1999                   $ 250,000
       October 15, 1999                  $ 250,000
  ---------------------------- ===============================
       January 15, 2000                  $ 250,000
        April 15, 2000                   $ 250,000
         July 15, 2000                   $ 250,000
       October 15, 2000                  $ 250,000
  ---------------------------- ===============================
       January 15, 2001                  $ 250,000
        April 15, 2001                   $ 250,000
         July 15, 2001                   $ 250,000
       October 15, 2001                  $ 250,000
  ---------------------------- ===============================
       January 15, 2002                  $ 250,000
        April 15, 2002                   $ 250,000
         July 15, 2002                   $ 250,000
       October 15, 2002                  $ 250,000
  ============================ ===============================
       January 15, 2003                  $ 250,000
        April 15, 2003                   $ 250,000
         July 15, 2003                   $ 250,000
       October 15, 2003                  $ 250,000
  ============================ ===============================
       January 15, 2004                 $ 54,750,000
        April 15, 2004                  $ 54,750,000
         July 15, 2004                  $ 54,750,000
       October 15, 2004                 $ 55,000,000
  ============================ ===============================

     ; provided  that the scheduled  installments  of principal of the Tranche C
     Term  Loans  set  forth  above  shall be  reduced  in  connection  with any
     voluntary  or  mandatory  prepayments  of  the  Tranche  C  Term  Loans  in
     accordance with subsection 2.4C; and provided  further,  that the Tranche C
     Term Loans and all other amounts owed hereunder with respect to the Tranche
     C Term Loans shall be paid in full no later than October 15, 2004,  and the
     final installment payable by Company in respect of the Tranche C Term Loans
     on such date shall be in an amount,  if such amount is different  from that
     specified  above,  sufficient  to repay all amounts  owing by Company under
     this Agreement with respect to the Tranche C Term Loans.

     B.    PREPAYMENTS AND REDUCTIONS IN REVOLVING LOAN COMMITMENTS.

          (i)  Voluntary  Prepayments.  Company may,  upon written or telephonic
     notice to Chase Co-Administrative Agent on or prior to 12:00 Noon (New York
     time) on the date of  prepayment,  which notice,  if  telephonic,  shall be
     promptly  confirmed  in writing,  at any time and from time to time prepay,
     without  premium or  penalty,  any Swing Line Loan on any  Business  Day in
     whole or in part in an  aggregate  minimum  amount of $250,000 and integral
     multiples of $50,000 in excess of that amount.  In addition,  so long as no
     Swing Line Loans are then outstanding,  Company may, upon not less than one
     Business Day's prior written or telephonic notice, in the case of Base Rate
     Loans, and three Business Days' prior written or telephonic  notice, in the
     case of Eurodollar  Rate Loans,  in each case confirmed in writing to Chase
     Co-Administrative  Agent (which notice Chase  Co-Administrative  Agent will
     promptly  transmit by  telefacsimile  or telephone to each Lender),  at any
     time and from time to time prepay,  without  premium or penalty,  the Loans
     other than Swing Line Loans on any  Business  Day in whole or in part in an
     aggregate  minimum amount of $1,000,000 and integral  multiples of $250,000
     in excess of that  amount;  provided,  however,  that in the event  Company
     shall prepay a  Eurodollar  Rate Loan other than on the  expiration  of the
     Interest  Period  applicable  thereto,  Company shall,  at the time of such
     prepayment,  also pay the amount payable under Section 2.6D hereof.  Notice
     of prepayment  having been given as  aforesaid,  the Loans shall become due
     and  payable on the  prepayment  date  specified  in such notice and in the
     aggregate  principal amount specified  therein.  Any voluntary  prepayments
     pursuant  to this  subsection  2.4B(i)  shall be  applied as  specified  in
     subsection 2.4C.

          (ii) Voluntary Reductions of Revolving Loan Commitments.  Company may,
     upon not less than three Business Days' prior written or telephonic  notice
     confirmed in writing to Chase  Co-Administrative  Agent (which notice Chase
     Co-Administrative   Agent  will  promptly   transmit  by  telefacsimile  or
     telephone to each Lender),  at any time and from time to time  terminate in
     whole or permanently  reduce in part,  without premium or penalty,  (y) the
     Revolving  Loan  Commitments  in an  amount  up to the  amount by which the
     Revolving Loan Commitments  exceed the Total  Utilization of Revolving Loan
     Commitments at the time of such proposed termination or reduction; provided
     that any such partial  reduction of the Revolving Loan Commitments shall be
     in an aggregate  minimum  amount of  $1,000,000  and integral  multiples of
     $250,000   in   excess   of  that   amount.   Company's   notice  to  Chase
     Co-Administrative Agent shall designate the date (which shall be a Business
     Day)  of such  termination  or  reduction  and the  amount  of any  partial
     reduction,  and  such  termination  or  reduction  of  the  Revolving  Loan
     Commitments  shall be  effective  on the date  specified in such notice and
     shall reduce the Revolving Loan Commitment,  as applicable,  of each Lender
     proportionately to its Pro Rata Share. Any such voluntary  reduction of the
     Revolving  Loan  Commitments  shall be applied as specified  in  subsection
     2.4C.

          (iii) Mandatory Prepayments and Mandatory Reductions of Revolving Loan
     Commitments.

     The Loans  shall be prepaid and the  Revolving  Loan  Commitments  shall be
reduced in the manner  provided in  subsection  2.4C upon the  occurrence of the
following circumstances:

               (a)  Prepayments  and Reductions  from Asset Sales. No later than
          the first Business Day following the date of receipt by Company or any
          of its Subsidiaries of the Cash Proceeds of any Asset Sale (other than
          any portion of such  proceeds  that is  reinvested  (or  scheduled for
          reinvestment)  in a  Qualified  Loan  Portfolio  and/or  assets of the
          general  type used in the  business  of Company  and its  Subsidiaries
          within 270 days from the date of receipt  of such  proceeds),  Company
          shall prepay the Loans (and/or the Revolving Loan Commitments shall be
          reduced)  in  the  amount  of  such  proceeds  not so  reinvested  (or
          scheduled  for  such  reinvestment);  provided,  that if the Net  Cash
          Proceeds of all such Asset Sales exceed $20,000,000 during Fiscal Year
          1998 or $15,000,000 in any Fiscal Year  thereafter,  then in each case
          the amount of such excess Net Cash Proceeds may not be reinvested  (or
          scheduled for  reinvestment);  provided further,  that if the Net Cash
          Proceeds of Asset Sales of businesses in any Fiscal Year exceed 10% of
          Consolidated  EBITDA for the preceding Fiscal Year, then the amount of
          such excess Net Cash Proceeds may not be reinvested  (or scheduled for
          reinvestment); and provided further, that Company may not reinvest (or
          schedule for  reinvestment)  Net Cash Proceeds upon the occurrence and
          during the  continuation  of an Event of Default.  Company  shall,  no
          later than 365 days after  receipt of any such Net Cash  Proceeds that
          have  not  theretofore  been  applied  to  the  Obligations,  make  an
          additional   prepayment  of  the  Loans  (and/or  the  Revolving  Loan
          Commitments  shall be reduced) in the full amount of all such proceeds
          that have not  therefore  been so  reinvested.  Concurrently  with any
          prepayment of the Loans and/or  reduction of the Commitments  pursuant
          to this  subsection  2.4B(iii)(a),  Company  shall  deliver  to  Chase
          Co-Administrative  Agent an Officer's  Certificate  demonstrating  the
          derivation of the Net Cash Proceeds of the correlative Asset Sale from
          the gross sales price thereof. In the event that Company shall, at any
          time after  receipt of Cash  Proceeds  of any Asset Sale  requiring  a
          prepayment or a reduction of the Revolving Loan  Commitments  pursuant
          to this subsection 2.4B(iii)(a), determine that the prepayments and/or
          reductions  of the  Revolving  Loan  Commitments  previously  made  in
          respect of such Asset Sale were in an aggregate  amount less than that
          required by the terms of this subsection  2.4B(iii)(a),  Company shall
          promptly  cause  to be  made an  additional  prepayment  of the  Loans
          (and/or  reduction in the  Revolving  Loan  Commitments)  in an amount
          equal  to  the  amount  of  any  such   deficit,   and  Company  shall
          concurrently   therewith  deliver  to   Co-Administrative   Agents  an
          Officer's  Certificate  demonstrating the derivation of the additional
          Net Cash Proceeds resulting in such deficit.

               (b)  Prepayments  and  Reductions  Due to Issuance of Debt. On or
          prior to the first Business Day after receipt by Company or any of its
          Subsidiaries of any proceeds of any Indebtedness (other than the Loans
          and any other Indebtedness permitted by this Agreement), Company shall
          prepay the Loans  (and/or  the  Revolving  Loan  Commitments  shall be
          reduced) in an amount equal to the amount of such  proceeds;  provided
          that  payment  or  acceptance  of the  amounts  provided  for in  this
          subsection  2.4B(iii)(b) shall not constitute a waiver of any Event of
          Default   resulting  from  the  incurrence  of  such  Indebtedness  or
          otherwise prejudice any rights or remedies of Agents or Lenders.

               (c)   Prepayments  and  Reductions  Due  to  Issuance  of  Equity
          Securities.  On or prior to the first  Business  Day after  receipt by
          Company or any of its  Subsidiaries  of any Equity  Proceeds,  Company
          shall prepay the Loans (and/or the Revolving Loan Commitments shall be
          reduced) in an amount  equal to such Equity  Proceeds;  provided  that
          such Equity  Proceeds shall not be applied to prepay Loans pursuant to
          this  subsection  if (1) such Equity  Proceeds were not derived from a
          public  offering of Securities  and (2) such Equity  Proceeds (y) are,
          upon receipt, designated for reinvestment in the businesses of Company
          and its  Subsidiaries and (z) are within 30 days of receipt thereof by
          Company or any of its  Subsidiaries,  reinvested in the  businesses of
          Company and its Subsidiaries.

               (d) Prepayments  and Reductions  from Insurance and  Condemnation
          Proceeds.  No later than the second Business Day following the date of
          receipt  by Company or any of its  Subsidiaries  of any cash  payments
          under any of the casualty  insurance  policies  covering  damage to or
          loss of property  maintained pursuant to subsection 6.4 resulting from
          damage to or loss of all or any portion of the Collateral or any other
          tangible asset (net of actual and documented reasonable costs incurred
          by Company or any of its  Subsidiaries  in connection  with adjustment
          and  settlement  thereof,   "INSURANCE   PROCEEDS")  or  any  proceeds
          resulting  from the taking of assets by the power of  eminent  domain,
          condemnation  or otherwise  (net of actual and  documented  reasonable
          costs  incurred by Company or any of its  Subsidiaries  in  connection
          with  adjustment  and  settlement  thereof,  "CONDEMNATION  PROCEEDS")
          (other than any portion of any such proceeds  that is  reinvested  (or
          scheduled for  reinvestment) in assets of the general type used in the
          business of Company and its Subsidiaries within 270 days from the date
          of receipt of such  proceeds),  Company shall prepay the Loans (and/or
          the Revolving Loan Commitments shall be reduced) in the amount of such
          proceeds  not so  reinvested  (or  scheduled  for such  reinvestment).
          Company  shall,  no  later  than 270 days  after  receipt  of any such
          Insurance Proceeds or Condemnation  Proceeds that have not theretofore
          been applied to the Obligations,  make an additional prepayment of the
          Loans (and/or the Revolving Loan Commitments  shall be reduced) in the
          full  amount  of all  such  proceeds  that  have  not  therefore  been
          reinvested in such assets.

               (e)  Prepayments  and Reductions  from  Consolidated  Excess Cash
          Flow. In the event that there shall be  Consolidated  Excess Cash Flow
          for any Fiscal Year  (commencing  with the Fiscal Year ending December
          31, 1998), Company shall, no later than 100 days after the end of such
          Fiscal Year,  prepay the Loans (and/or the Revolving Loan  Commitments
          shall  be  reduced)  in an  aggregate  amount  equal  to 50%  of  such
          Consolidated  Excess Cash Flow for such Fiscal Year; provided that, in
          the  event  that,  as of the  last day of any such  Fiscal  Year,  the
          Leverage  Ratio is less than  3.0:1.00,  then for such Fiscal Year the
          amount required to be prepaid pursuant to this subsection 2.4B(iii)(e)
          shall be  reduced  to 25% of  Consolidated  Excess  Cash Flow for such
          Fiscal Year.

               (f)  Prepayments  Due to Reductions or  Restrictions of Revolving
          Loan Commitments. Company shall prepay the Swing Line Loans and/or the
          Revolving Loans from time to time to the extent  necessary so that (y)
          the Total  Utilization of Revolving Loan Commitments  shall not at any
          time exceed the Revolving Loan Commitments then in effect, and (z) the
          aggregate  principal amount of all outstanding  Swing Line Loans shall
          not at any time exceed the Swing Line Loan  Commitment then in effect.
          All Swing Line Loans shall be prepaid in full prior to the  prepayment
          of any Revolving Loans pursuant to this subsection 2.4B(iii)(f).

     C.   APPLICATION OF PREPAYMENTS AND REDUCTIONS OF REVOLVING LOAN 
          COMMITMENTS.

          (i)  Application  of  Voluntary  Prepayments  by  Type of  Loans.  Any
     voluntary  prepayments  pursuant to  subsection  2.4B(i)  shall be applied:
     first to repay  outstanding  Swing Line Loans to the full  extent  thereof,
     second to repay outstanding Revolving Loans to the full extent thereof, and
     third, to repay outstanding Term Loans to the full extent thereof.

          (ii) Application of Mandatory Prepayments by Type of Loans. Any amount
     (the "APPLIED AMOUNT") required to be applied as a mandatory  prepayment of
     the Loans and/or a reduction of the Revolving Loan Commitments  pursuant to
     subsections  2.4B(iii)(a)-(e)  shall be  applied  first to prepay  the Term
     Loans to the full extent  thereof,  second,  to the extent of any remaining
     portion of the Applied  Amount,  to prepay the Swing Line Loans to the full
     extent thereof and to permanently  reduce the Revolving Loan Commitments by
     the  amount of such  prepayment,  third,  to the  extent  of any  remaining
     portion of the Applied  Amount,  to prepay the Revolving  Loans to the full
     extent  thereof  and to  further  permanently  reduce  the  Revolving  Loan
     Commitments by the amount of such prepayment,  and fourth, to the extent of
     any remaining portion of the Applied Amount, to further  permanently reduce
     the Revolving Loan Commitments to the full extent thereof.

          (iii)  Application  of  Prepayments  of Term  Loans to  Tranche A Term
     Loans,  Tranche B Term  Loans and  Tranche C Term  Loans and the  Scheduled
     Installments  of  Principal  Thereof.  Any  prepayments  of the Term  Loans
     pursuant to subsection  2.4B(i) or 2.4B(iii) shall be applied to prepay the
     Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term Loans
     on a pro rata basis in accordance with the respective outstanding principal
     amounts thereof.  Any mandatory  prepayments  applied to the Tranche A Term
     Loans,  the  Tranche B Term Loans or the  Tranche C Term Loans  pursuant to
     this  subsection  shall be applied on a pro rata basis (in accordance  with
     the respective  outstanding  principal  amounts  thereof) to each scheduled
     installment  of principal  of the Tranche A Term Loans,  the Tranche B Term
     Loans  or the  Tranche  C Term  Loans,  as the case  may be,  set  forth in
     subsection 2.4A(i), 2.4A(ii) or 2.4A(iii),  respectively, that is unpaid at
     the time of such prepayment.

          (iv) Application of Prepayments to Base Rate Loans and Eurodollar Rate
     Loans.  Considering Tranche A Term Loans,  Tranche B Term Loans,  Tranche C
     Term Loans and Revolving  Loans being prepaid  separately,  any  prepayment
     thereof  shall be  applied  first  to Base  Rate  Loans to the full  extent
     thereof  before  application  to Eurodollar  Rate Loans,  in each case in a
     manner which  minimizes  the amount of any payments  required to be made by
     Company pursuant to subsection 2.6D.

     D.   APPLICATION  OF PROCEEDS OF COLLATERAL  AND PAYMENTS  UNDER  
          SUBSIDIARY GUARANTY.

          (i)  Application  of  Proceeds  of  Collateral.  Except as provided in
     subsection  2.4B(iii)(a)  with respect to  prepayments  from Net Asset Sale
     Proceeds,  all proceeds received by Collateral Agent in respect of any sale
     of,  collection  from,  or  other  realization  upon all or any part of the
     Collateral  under  any  Collateral  Document  may,  in  the  discretion  of
     Collateral  Agent,  be held by Collateral  Agent as Collateral  for, and/or
     (then or at any time  thereafter)  applied in full or in part by Collateral
     Agent  against,  the  applicable  Secured  Obligations  (as defined in such
     Collateral Document) in the following order of priority:

               (a) To the  payment  of all  costs  and  expenses  of such  sale,
          collection  or  other   realization,   including  without   limitation
          reasonable  compensation  to  Collateral  Agent  and  its  agents  and
          counsel, and all other reasonable  expenses,  liabilities and advances
          made or incurred by Collateral Agent in connection therewith,  and all
          amounts for which  Collateral  Agent is  entitled  to  indemnification
          under such  Collateral  Document and all advances  made by  Collateral
          Agent  thereunder for the account of the applicable Loan Party, and to
          the payment of all  reasonable  costs and expenses paid or incurred by
          Collateral  Agent in  connection  with the  exercise  of any  right or
          remedy under such  Collateral  Document,  all in  accordance  with the
          terms of this Agreement and such Collateral Document;

               (b) thereafter, to the extent of any excess such proceeds, to the
          payment of all other such Secured  Obligations for the ratable benefit
          of the holders thereof; and

               (c) thereafter, to the extent of any excess such proceeds, to the
          payment to or upon the order of such Loan Party or to whosoever may be
          lawfully  entitled  to  receive  the same or as a court  of  competent
          jurisdiction may direct.

          (ii) Application of Payments Under Subsidiary  Guaranty.  All payments
     received by Collateral Agent under the Subsidiary Guaranty shall be applied
     promptly  from time to time by Collateral  Agent in the following  order of
     priority:

               (a) To the payment of the  reasonable  costs and  expenses of any
          collection  or  other  realization  under  the  Subsidiary   Guaranty,
          including  without  limitation  reasonable  compensation to Collateral
          Agent and its agents and counsel,  and all expenses,  liabilities  and
          advances made or incurred by Collateral Agent in connection therewith,
          all in accordance  with the terms of this Agreement and the Subsidiary
          Guaranty;

               (b) thereafter, to the extent of any excess such payments, to the
          payment  of  all  other  Guaranteed  Obligations  (as  defined  in the
          Subsidiary  Guaranty) for the ratable benefit of the holders  thereof;
          and

               (c) thereafter, to the extent of any excess such payments, to the
          payment to the applicable  Subsidiary Guarantor or to whosoever may be
          lawfully  entitled  to  receive  the same or as a court  of  competent
          jurisdiction may direct.

     E.    GENERAL PROVISIONS REGARDING PAYMENTS.

          (i) Manner and Time of Payment.  All payments by Company of principal,
     interest, fees and other Obligations hereunder and under the Notes shall be
     made in same day funds and without defense, setoff or counterclaim, free of
     any  restriction  or condition,  and  delivered to Chase  Co-Administrative
     Agent  not later  than  12:00  Noon (New York  time) on the date due at the
     Funding and Payment  Office for the account of Lenders;  funds  received by
     Chase  Co-Administrative  Agent  after  that time on such due date shall be
     deemed to have been paid by Company on the next  succeeding  Business  Day.
     Company  hereby  authorizes  Chase  Co-Administrative  Agent to charge  its
     accounts with such Chase  Co-Administrative  Agent in order to cause timely
     payment  to be made to  Chase  Co-Administrative  Agent  of all  principal,
     interest,  fees and expenses due  hereunder  (subject to  sufficient  funds
     being available in its accounts for that purpose).

          (ii)  Application  of Payments to Principal  and  Interest.  Except as
     provided in  subsection  2.2C,  all  payments  in respect of the  principal
     amount  of any Loan  shall  include  payment  of  accrued  interest  on the
     principal amount being repaid or prepaid, and all such payments (and in any
     event any payments  made in respect of any Loan on a date when  interest is
     due and payable  with respect to such Loan) shall be applied to the payment
     of interest before application to principal.

          (iii)  Apportionment  of Payments.  Aggregate  principal  and interest
     payments shall be  apportioned  among all  outstanding  Loans to which such
     payments relate, in each case  proportionately  to Lenders'  respective Pro
     Rata Shares.  Chase  Co-Administrative  Agent shall promptly  distribute to
     each Lender, at its applicable  Lending Office specified on Schedule 2.1 or
     at such other address as such Lender may request, its Pro Rata Share of all
     such payments received by Chase  Co-Administrative Agent and the commitment
     fees of such Lender when received by Chase Co-Administrative Agent pursuant
     to  subsection  2.3.  Notwithstanding  the  foregoing  provisions  of  this
     subsection 2.4E(iii) if, pursuant to the provisions of subsection 2.6C, any
     Notice of Conversion/Continuation is withdrawn as to any Affected Lender or
     if any Affected  Lender makes Base Rate Loans in lieu of its Pro Rata Share
     of any  Eurodollar  Rate Loans,  Chase  Co-Administrative  Agent shall give
     effect thereto in apportioning payments received thereafter.

          (iv)  Payments  on  Business  Days.  Whenever  any  payment to be made
     hereunder  shall be stated to be due on a day that is not a  Business  Day,
     such  payment  shall be made on the next  succeeding  Business Day and such
     extension  of time shall be included in the  computation  of the payment of
     interest hereunder or of the commitment fees hereunder, as the case may be.

          (v) Notation of Payment.  Each Lender agrees that before  disposing of
     any  Note  held  by  it,  or any  part  thereof  (other  than  by  granting
     participations  therein),  that Lender will make a notation  thereon of all
     Loans  evidenced by that Note and all principal  payments  previously  made
     thereon and of the date to which interest  thereon has been paid;  provided
     that the  failure to make (or any error in the making of) a notation of any
     Loan  made  under  such  Note  shall  not  limit or  otherwise  affect  the
     obligations  of Company  hereunder  or under such Note with  respect to any
     Loan or any payments of principal or interest on such Note.

2.5  USE OF PROCEEDS.

     A.  TRANCHE A TERM LOANS AND  TRANCHE B TERM  LOANS.  The  proceeds  of the
Tranche A Term Loans and the  Tranche B Term Loans  were  applied in  accordance
with the  provisions of the Original  Credit  Agreement and the Existing  Credit
Agreement.

     B. TRANCHE C TERM LOANS.  The proceeds of the Tranche C Term Loans shall be
applied by Company (a) on the date of the initial  funding of the Tranche C Term
Loans  (x)  to  repay  Existing   Revolving   Loans  and  (y)  to  make  capital
contributions  and/or  loans to Merger  Sub,  which will  utilize  the  proceeds
thereof to pay for Tendered  Union Shares and to pay costs and expenses  arising
from  the  Tender  Offer  and  related  transactions  and  (b)  in the  case  of
Delayed-Draw  Term Loans,  to make cash  payments to the holders of Union Common
Stock pursuant to the Union Merger Agreement.

     C. REVOLVING LOANS; SWING LINE LOANS.  Revolving Loans and Swing Line Loans
in an aggregate amount not to exceed  $10,000,000 at any time outstanding may be
used to finance the general corporate  purposes of Company and its Subsidiaries.
Revolving  Loans and Swing  Line  Loans in an  additional  amount  not to exceed
$48,000,000 at any time  outstanding may be used to finance  expenditures  which
are included in the definition of Consolidated  Capital  Expenditures;  provided
that Revolving  Loans and Swing Line Loans in an aggregate  amount not to exceed
$58,000,000 at any time outstanding may be used to finance such  acquisitions if
at all times such additional amount of Revolving Loans is outstanding the sum of
(i) unrestricted  Cash and Cash Equivalents on the balance sheet of Company plus
(ii) the excess of the Revolving Loan Commitments over the Total  Utilization of
Revolving Loan Commitments equals or exceeds $10,000,000.

     D. COMPLIANCE WITH LAWS.  Company hereby  undertakes that no portion of the
proceeds of any Loans or other  extensions of credit under this Agreement  shall
be used by any Loan Party in any manner which would be illegal  under,  or which
would  cause the  invalidity  or  unenforceability  (in each case in whole or in
part) of any Loan Document under, any applicable law.

     E. MARGIN  REGULATIONS.  Without limiting the generality of subsection 2.5,
no portion of the proceeds of any borrowing  under this Agreement  shall be used
by  Company  or any of its  Subsidiaries  in any  manner  that  might  cause the
borrowing  or  the  application  of  such  proceeds  to  violate  Regulation  G,
Regulation  U,  Regulation  T or  Regulation  X of the Board of Governors of the
Federal  Reserve System or any other  regulation of such Board or to violate the
Exchange  Act, in each case as in effect on the date or dates of such  borrowing
and such use of proceeds.

2.6  SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS.

     Notwithstanding any other provision of this Agreement to the contrary,  the
following  provisions  shall govern with respect to Eurodollar  Rate Loans as to
the matters covered:

          A.  DETERMINATION OF APPLICABLE  INTEREST RATE. As soon as practicable
     after 11:00 A.M. (New York time) on each Interest Rate Determination  Date,
     Chase  Co-Administrative  Agent shall determine (which determination shall,
     absent manifest  error, be final,  conclusive and binding upon all parties)
     the interest rate that shall apply to the  Eurodollar  Rate Loans for which
     an  interest  rate is then being  determined  for the  applicable  Interest
     Period and shall  promptly give notice  thereof (in writing or by telephone
     confirmed in writing) to Company and each Lender.

          B.  INABILITY TO DETERMINE APPLICABLE INTEREST RATE. In the event that
     Chase  Co-Administrative  Agent  shall have  reasonably  determined  (which
     determination  shall be final and  conclusive  and binding upon all parties
     hereto),  on any  Interest  Rate  Determination  Date with  respect  to any
     Eurodollar Rate Loans,  that by reason of  circumstances  arising after the
     date of this Agreement affecting the London interbank market,  adequate and
     fair means do not exist for  ascertaining  the interest rate  applicable to
     such  Loans  on  the  basis  provided  for in the  definition  of  Adjusted
     Eurodollar  Rate  Chase  Co-Administrative  Agent  shall on such  date give
     notice (by  telecopy or by  telephone  confirmed in writing) to Company and
     each Lender of such  determination,  whereupon (i) no Loans may be made as,
     or  converted  to,  Eurodollar  Rate  Loans,   until  such  time  as  Chase
     Co-Administrative Agent notifies Company and Lenders that the circumstances
     giving rise to such notice no longer  exist  (such  notification  not to be
     unreasonably  withheld  or  delayed)  and (ii) any Notice of  Borrowing  or
     Notice of  Conversion/Continuation  given by  Company  with  respect to the
     Loans in respect of which such determination was made shall be deemed to be
     rescinded by Company.

          C.  ILLEGALITY OR  IMPRACTICABILITY  OF EURODOLLAR  RATE LOANS. In the
     event that on any date any Lender shall have reasonably  determined  (which
     determination  shall be final and  conclusive  and binding upon all parties
     hereto but shall be made only after  consultation  with  Company  and Chase
     Co-Administrative  Agent) that the making,  maintaining or  continuation of
     its Eurodollar Rate Loans (i) has become unlawful as a result of compliance
     by such  Lender in good  faith  with any law,  treaty,  governmental  rule,
     regulation,  guideline  or order (or would  conflict  with any such treaty,
     governmental rule,  regulation,  guideline or order not having the force of
     law even though the failure to comply  therewith  would not be unlawful) or
     (ii)  has  become  impracticable,  or  would  cause  such  Lender  material
     hardship,  as a result of  contingencies  occurring  after the date of this
     Agreement  which  materially  and  adversely  affect the  London  interbank
     market,  then,  and in any such event,  such Lender  shall be an  "AFFECTED
     LENDER" and it shall on that day give notice (by  telecopy or by  telephone
     confirmed in writing) to Company and Chase  Co-Administrative Agent of such
     determination  (which notice Chase  Co-Administrative  Agent shall promptly
     transmit  to each  other  Lender).  Thereafter  (a) the  obligation  of the
     Affected  Lender to make Loans as, or to convert Loans to,  Eurodollar Rate
     Loans,  shall be  suspended  until such notice  shall be  withdrawn  by the
     Affected  Lender,  (b) to the extent  such  determination  by the  Affected
     Lender  relates to a Eurodollar  Rate Loan then being  requested by Company
     pursuant to a Notice of Borrowing  or a Notice of  Conversion/Continuation,
     the  Affected  Lender  shall make such Loan as (or convert such Loan to, as
     the case may be) a Base Rate Loan, (c) the Affected Lender's  obligation to
     maintain its  outstanding  Eurodollar  Rate Loans,  as the case may be (the
     "AFFECTED  LOANS"),  shall be  terminated  at the  earlier  to occur of the
     expiration  of the  Interest  Period  then in effect  with  respect  to the
     Affected  Loans or when  required by law, and (d) the Affected  Loans shall
     automatically convert into Base Rate Loans on the date of such termination.
     Notwithstanding the foregoing, to the extent a determination by an Affected
     Lender as  described  above  relates to a  Eurodollar  Rate Loan then being
     requested  by  Company  pursuant  to a Notice of  Borrowing  or a Notice of
     Conversion/Continuation,  Company  shall  have the  option,  subject to the
     provisions  of  subsection  2.6D,  to rescind  such Notice of  Borrowing or
     Notice of  Conversion/Continuation  as to all Lenders by giving  notice (by
     telecopy or by telephone  confirmed in writing) to Chase  Co-Administrative
     Agent of such  rescission  on the date on which the  Affected  Lender gives
     notice of its  determination as described above (which notice of rescission
     Chase  Co-Administrative  Agent  shall  promptly  transmit  to  each  other
     Lender). Except as provided in the immediately preceding sentence,  nothing
     in this  subsection  2.6C shall affect the  obligation  of any Lender other
     than an Affected  Lender to make or maintain  Loans as, or to convert Loans
     to, Eurodollar Rate Loans in accordance with the terms of this Agreement.

          D. COMPENSATION FOR BREAKAGE OR  NON-COMMENCEMENT OF INTEREST PERIODS.
     Company shall  compensate each Lender,  upon written request by that Lender
     (which request shall set forth the basis for requesting such amounts),  for
     all  reasonable  losses,  expenses  and  liabilities  (including,   without
     limitation,  any interest paid by that Lender to lenders of funds  borrowed
     by it to make or carry its Eurodollar  Rate Loans and any loss,  expense or
     liability  sustained by that Lender in connection  with the  liquidation or
     re-employment of such funds) which that Lender may sustain:  (i) if for any
     reason (other than a default by that Lender) a borrowing of any  Eurodollar
     Rate  Loan  does not  occur on a date  specified  therefor  in a Notice  of
     Borrowing  or a telephonic  request for  borrowing,  or a conversion  to or
     continuation of any Eurodollar Rate Loan does not occur on a date specified
     therefor in a Notice of Conversion/Continuation or a telephonic request for
     conversion  or  continuation,  (ii) if any  prepayment  (including  without
     limitation any prepayment  pursuant to subsection 2.4B(i)) or conversion of
     any of its Eurodollar  Rate Loans occurs on a date that is not the last day
     of an Interest Period  applicable to that Loan,  (iii) if any prepayment of
     any of its  Eurodollar  Rate Loans is not made on any date  specified  in a
     notice of  prepayment  given by Company,  or (iv) as a  consequence  of any
     other default by Company in the repayment of its Eurodollar Rate Loans when
     required by the terms of this Agreement.

          E. BOOKING OF  EURODOLLAR  RATE LOANS.  Any Lender may make,  carry or
     transfer  Eurodollar  Rate Loans at,  to, or for the  account of any of its
     branch offices or the office of an Affiliate of that Lender.

          F.   ASSUMPTIONS   CONCERNING   FUNDING  OF  EURODOLLAR   RATE  LOANS.
     Calculation  of all amounts  payable to a Lender under this  subsection 2.6
     and under  subsection 2.7A shall be made as though that Lender had actually
     funded each of its relevant Eurodollar Rate Loans through the purchase of a
     Eurodollar deposit bearing interest at the rate obtained pursuant to clause
     (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the
     amount of such Eurodollar Rate Loan and having a maturity comparable to the
     relevant  Interest  Period and  through  the  transfer  of such  Eurodollar
     deposit from an offshore office of that Lender to a domestic office of that
     Lender in the United States of America; provided, however, that each Lender
     may fund each of its  Eurodollar  Rate  Loans in any manner it sees fit and
     the  foregoing  assumptions  shall be  utilized  only for the  purposes  of
     calculating  amounts payable under this subsection 2.6 and under subsection
     2.7A.

          G.  EURODOLLAR  RATE LOANS AFTER DEFAULT.  After the occurrence of and
     during  the  continuation  of a  Potential  Event of Default or an Event of
     Default, (i) Company may not elect to have a Loan be made or maintained as,
     or  converted  to, a  Eurodollar  Rate  Loan  after the  expiration  of any
     Interest  Period  then in  effect  for that  Loan and (ii)  subject  to the
     provisions  of  subsection  2.6D,  any  Notice  of  Borrowing  or Notice of
     Conversion/Continuation  given  by  Company  with  respect  to a  requested
     borrowing or  conversion/continuation  that has not yet  occurred  shall be
     deemed to be rescinded by Company.

2.7  INCREASED COSTS; TAXES; CAPITAL ADEQUACY.

     A. COMPENSATION FOR INCREASED COSTS AND TAXES. Subject to the provisions of
subsection 2.7B (which shall be controlling  with respect to the matters covered
thereby),  in the event that any law, treaty or governmental rule, regulation or
order,  or any  change  therein  or in  the  interpretation,  administration  or
application  thereof  (including  the  introduction  of any new law,  treaty  or
governmental  rule,  regulation or order),  or any  determination  of a court or
governmental  authority,  in each case that becomes  effective after the Closing
Date,  or  compliance  by such Lender with any  guideline,  request or directive
issued or made after the Closing Date by any central bank or other  governmental
or quasi-governmental authority (whether or not having the force of law):

          (i)  results in a change in the basis of  taxation  of such Lender (or
     its applicable lending office) (other than a change with respect to any Tax
     on the overall net income of such Lender) with respect to this Agreement or
     any of its  obligations  hereunder  or any  payments to such Lender (or its
     applicable lending office) of principal, interest, fees or any other amount
     payable hereunder;

          (ii) imposes,  modifies or holds  applicable  any reserve  (including,
     without limitation, any marginal, emergency, supplemental, special or other
     reserve),  special  deposit,  compulsory  loan,  FDIC  insurance or similar
     requirement  against assets held by, or deposits or other liabilities in or
     for the account of, or advances or loans by, or other  credit  extended by,
     or any other acquisition of funds by, any office of such Lender (other than
     any such  reserve or other  requirements  with respect to  Eurodollar  Rate
     Loans that are reflected in the definition of Adjusted Eurodollar Rate; or

          (iii)  imposes any other  condition  (other than with respect to a Tax
     matter) on or affecting such Lender (or its applicable  lending  office) or
     its obligations hereunder, or the London interbank market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make,  making or maintaining  Eurodollar  Rate Loans hereunder or to
reduce any amount  received  or  receivable  by such  Lender (or its  applicable
lending  office)  with respect  thereto;  then,  in any such case,  Lender shall
promptly  notify Company and Chase  Co-Administrative  Agent thereof and Company
shall promptly pay to such Lender,  upon receipt of the statement referred to in
the  next  sentence,  such  additional  amount  or  amounts  (in the  form of an
increased rate of, or a different  method of calculating,  interest or otherwise
as such Lender shall  reasonably  determine)  as may be necessary to  compensate
such Lender for any such  increased  cost or  reduction  in amounts  received or
receivable hereunder. Such Lender shall deliver to Company (with a copy to Chase
Co-Administrative Agent) a written statement, setting forth in reasonable detail
the basis for calculating the additional  amounts owed to such Lender under this
subsection  2.7A,  which  statement  shall  be  prima  facie  evidence  of  such
additional amounts.

     B.       WITHHOLDING OF TAXES.

          (i) Payments to Be Free and Clear.  All sums payable by Company  under
     this  Agreement  and the other Loan  Documents  shall (except to the extent
     required by law) be paid free and clear of, and without  any  deduction  or
     withholding  on account  of, any Tax (other  than a Tax on the  overall net
     income of any Lender) imposed, levied,  collected,  withheld or assessed by
     or within the United States of America or any political  subdivision  in or
     of the  United  States of America  or any other  jurisdiction  from which a
     payment is made by or on behalf of Company.

          (ii)  Withholding of Taxes. If Company or any other Person is required
     by law to make any deduction or withholding on account of any such Tax from
     any sum paid or payable by Company to Chase  Co-Administrative Agent or any
     Lender under any of the Loan Documents:

               (a) Company  shall  notify Chase  Co-Administrative  Agent of any
          such  requirement  or any  change in any such  requirement  as soon as
          Company becomes aware of it;

               (b)  Company  shall  pay any  such Tax  before  the date on which
          penalties attach thereto, such payment to be made (if the liability to
          pay is imposed on Company)  for its own account or (if that  liability
          is imposed on Chase  Co-Administrative  Agent or such  Lender,  as the
          case may be) on behalf  of and in the name of Chase  Co-Administrative
          Agent or such Lender;

               (c) the sum  payable by Company in respect of which the  relevant
          deduction,  withholding  or payment is required  shall be increased to
          the  extent  necessary  to  ensure  that,  after  the  making  of that
          deduction,  withholding or payment, Chase  Co-Administrative  Agent or
          such  Lender,  as the case may be,  receives on the due date a net sum
          equal  to  what  it  would  have  received  had  no  such   deduction,
          withholding or payment been required or made; and

               (d) within 30 days after paying any sum from which it is required
          by law to make any deduction or withholding,  and within 30 days after
          the due date of payment of any Tax which it is  required by clause (b)
          above to pay, Company shall deliver to Chase  Co-Administrative  Agent
          evidence  of  such  deduction,  withholding  or  payment  and  of  the
          remittance thereof to the relevant taxing or other authority;

provided  that no such  additional  amount  shall be  required to be paid to any
Lender  under  clause (c) above  except to the extent that any change  after the
Closing Date (in the case of each Existing Lender), after the Effective Date (in
the  case of each New  Lender)  or after  the date of the  Assignment  Agreement
pursuant to which such Lender became a Lender (in the case of each other Lender)
in any such requirement for a deduction,  withholding or payment as is mentioned
therein shall result in an increase in the rate of such  deduction,  withholding
or payment  from that in effect at the date of this  Agreement or at the date of
such  Assignment  Agreement,  as the case may be, in respect of payments to such
Lender.

          (iii)    Evidence of Exemption from U.S. Withholding Tax.

               (a)  Each  Lender  that  is  organized  under  the  laws  of  any
          jurisdiction  other  than  the  United  States  or any  state or other
          political   subdivision  thereof  (for  purposes  of  this  subsection
          2.7B(iii),    a   "Non-U.S.    Lender")   shall   deliver   to   Chase
          Co-Administrative  Agent for  transmission to Company,  on or prior to
          the Closing Date (in the case of each Existing Lender), on or prior to
          the Effective  Date (in the case of each New Lender) or on or prior to
          the date of the  Assignment  Agreement  pursuant to which it becomes a
          Lender (in the case of each other Lender),  and at such other times as
          may  be   necessary   in  the   determination   of  Company  or  Chase
          Co-Administrative  Agent  (each  in  the  reasonable  exercise  of its
          discretion),  (1) two original copies of Internal Revenue Service Form
          1001 or 4224 (or any successor forms),  accurately  completed and duly
          executed  by such  Lender,  together  with any  other  certificate  or
          statement of exemption required under the Internal Revenue Code or the
          regulations  issued  thereunder  to establish  that such Lender is not
          subject to deduction or  withholding  of United States  federal income
          tax  with  respect  to any  payments  to  such  Lender  of  principal,
          interest,  fees  or  other  amounts  payable  under  any of  the  Loan
          Documents  or (2) if such  Lender  is not a  "bank"  or  other  Person
          described in Section 881(c)(3) of the Internal Revenue Code and cannot
          deliver  either  Internal  Revenue  Service  Form 1001 or 4224 (or any
          successor  forms)  pursuant  to clause (1)  above,  a  Certificate  re
          Non-Bank Status together with two original copies of Internal  Revenue
          Service Form W-8 (or any successor form),  properly completed and duly
          executed  by such  Lender,  together  with any  other  certificate  or
          statement of exemption required under the Internal Revenue Code or the
          regulations  issued  thereunder  to establish  that such Lender is not
          subject to deduction or  withholding  of United States  federal income
          tax with  respect to any  payments to such Lender of interest  payable
          under any of the Loan Documents.

               (b) Each Lender  required to deliver any forms,  certificates  or
          other  evidence  with  respect  to United  States  federal  income tax
          withholding matters pursuant to subsection 2.7B(iii)(a) hereby agrees,
          from time to time after the  initial  delivery  by such Lender of such
          forms,  certificates  or other  evidence,  whenever a lapse in time or
          change in  circumstances  renders  such forms,  certificates  or other
          evidence obsolete or inaccurate in any material  respect,  such Lender
          shall (1) deliver to Chase Co-Administrative Agent for transmission to
          Company two new original copies of Internal  Revenue Service Form 1001
          or 4224 (or any successor  forms), or a Certificate re Non-Bank Status
          and two original  copies of Internal  Revenue Service Form W-8 (or any
          successor  form),  as the case may be,  accurately  completed and duly
          executed  by such  Lender,  together  with any  other  certificate  or
          statement of exemption  required in order to confirm or establish that
          such  Lender is not  subject to  deduction  or  withholding  of United
          States  federal  income tax with  respect to  payments  to such Lender
          under   the  Loan   Documents   or  (2)   immediately   notify   Chase
          Co-Administrative  Agent and Company of its  inability  to deliver any
          such forms, certificates or other evidence.

               (c) Company shall not be required to pay any additional amount to
          any Non-U.S. Lender under clause (c) of subsection 2.7B(ii) in respect
          of deductions or withholdings of United States federal income taxes if
          such  Lender  shall  have  failed  to  satisfy  the   requirements  of
          subsection 2.7B(iii)(a) or 2.7B(iii)(b);  provided that if such Lender
          shall have  satisfied  such  requirements  on the Closing Date (in the
          case of each Existing  Lender),  on the Effective Date (in the case of
          each New Lender) or on the date of the Assignment  Agreement  pursuant
          to which  it  became a  Lender  (in the  case of each  other  Lender),
          nothing in this subsection  2.7B(iii)(c)  shall relieve Company of its
          obligation  to pay any  additional  amounts  pursuant to clause (c) of
          subsection 2.7B(ii) in the event that, as a result of any change after
          the Closing Date in any applicable law,  treaty or governmental  rule,
          regulation   or  order,   or  any   change   in  the   interpretation,
          administration  or  application  thereof,  such  Lender  is no  longer
          properly entitled to deliver forms,  certificates or other evidence at
          a  subsequent  date  establishing  the fact  that  such  Lender is not
          subject to  withholding  as described in  subsection  2.7B(iii)(a)  or
          2.7B(iii)(b).

     C. CAPITAL  ADEQUACY  ADJUSTMENT.  If any Lender shall have determined that
the adoption, effectiveness, phase-in or applicability after the Closing Date of
any  law,  rule or  regulation  (or any  provision  thereof)  regarding  capital
adequacy,  or any change  therein  or in the  interpretation  or  administration
thereof by the National Association of Insurance Commissioners, any governmental
authority,  central bank or comparable agency charged with the interpretation or
administration  thereof,  or compliance by any Lender (or its applicable lending
office) with any  guideline,  request or directive  regarding  capital  adequacy
(whether  or not  having  the  force  of law)  of the  National  Association  of
Insurance  Commissioners,  any  such  governmental  authority,  central  bank or
comparable  agency,  has or would have the effect of reducing the rate of return
on the capital of such Lender or any  corporation  controlling  such Lender as a
consequence  of, or with  reference to, such Lender's  Loans or  Commitments  or
Letters of Credit or participations  therein or other obligations hereunder with
respect to the Loans or the  Letters of Credit to a level  below that which such
Lender reasonably  determines such Lender or such controlling  corporation could
have achieved but for such  adoption,  effectiveness,  phase-in,  applicability,
change or compliance  (taking into  consideration the policies of such Lender or
such controlling corporation with regard to capital adequacy), then from time to
time,  within fifteen Business Days after receipt by Company from such Lender of
the statement referred to in the next sentence, Company shall pay to such Lender
such  additional  amount  or  amounts  as will  compensate  such  Lender or such
controlling  corporation on an after-tax basis for such  reduction.  Such Lender
shall  deliver  to  Company  (with a copy to  Chase  Co-Administrative  Agent) a
written  statement,  setting  forth  in  reasonable  detail  the  basis  of  the
calculation of such additional amounts,  which statement shall be conclusive and
binding upon all parties hereto absent manifest error.

     D.  SUBSTITUTE  LENDERS.  In  the  event  Company  is  required  under  the
provisions of this  subsection 2.7 to make payments in a material  amount to any
Lender or in the event any Lender  fails to lend to Company in  accordance  with
this  Agreement,  Company may, so long as no Event of Default or Potential Event
of Default shall have occurred and be continuing, elect to terminate such Lender
as a party to this Agreement; provided that, concurrently with such termination,
(i) Company  shall pay that Lender all  principal,  interest  and fees and other
amounts  (including  without  limitation   amounts,  if  any,  owed  under  this
subsection  2.7)  due to be paid to such  Lender  with  respect  to all  periods
through  such  date  of   termination,   (ii)  another   financial   institution
satisfactory  to Company  and  Co-Administrative  Agents  (or,  in the case of a
Co-Administrative Agent that is also the Lender to be terminated,  its successor
Co-Administrative  Agent) shall agree,  as of such date,  to become a Lender for
all purposes  under this  Agreement  (whether by assignment or amendment) and to
assume all obligations of the Lender to be terminated as of such date, and (iii)
all  documents  and  supporting   materials   necessary,   in  the  judgment  of
Co-Administrative  Agents (or, in the case of a Co-Administrative  Agent that is
also the Lender to be  terminated,  its  successor  Co-Administrative  Agent) to
evidence the  substitution  of such Lender shall have been received and approved
by Co-Administrative Agents as of such date.

2.8  OBLIGATION OF LENDERS AND ISSUING LENDERS TO MITIGATE.

     Each Lender and Issuing  Lender  agrees  that,  as promptly as  practicable
after the officer of such Lender or Issuing Lender responsible for administering
the Loans or Letters of Credit of such Lender or Issuing Lender, as the case may
be,  becomes aware of the occurrence of an event or the existence of a condition
that would cause such Lender to become an Affected  Lender or that would entitle
such  Lender or  Issuing  Lender to receive  payments  under  subsection  2.7 or
subsection  3.6,  it will,  to the extent  not  inconsistent  with the  internal
policies of such Lender or Issuing Lender and any applicable legal or regulatory
restrictions,  use reasonable  efforts (i) to make,  issue, fund or maintain the
Commitments  of such Lender or the  affected  Loans or Letters of Credit of such
Lender or Issuing Lender through  another  lending or letter of credit office of
such Lender or Issuing  Lender,  or (ii) take such other measures as such Lender
or Issuing Lender may deem reasonable,  if as a result thereof the circumstances
which would cause such Lender to be an Affected  Lender  would cease to exist or
the  additional  amounts  which would  otherwise  be required to be paid to such
Lender or Issuing  Lender  pursuant to subsection 2.7 or subsection 3.6 would be
materially reduced and if, as determined by such Lender or Issuing Lender in its
sole discretion, the making, issuing, funding or maintaining of such Commitments
or Loans or Letters  of Credit  through  such other  lending or letter of credit
office or in accordance with such other measures,  as the case may be, would not
otherwise  materially  adversely  affect such Commitments or Loans or Letters of
Credit or the  interests of such Lender or Issuing  Lender;  provided  that such
Lender or Issuing  Lender will not be obligated to utilize such other lending or
letter of credit office pursuant to this subsection 2.8 unless Company agrees to
pay all  incremental  expenses  incurred by such  Lender or Issuing  Lender as a
result of utilizing such other lending or letter of credit office. A certificate
as to the  amount of any such  expenses  payable  by  Company  pursuant  to this
subsection 2.8 (setting forth in reasonable detail the basis for requesting such
amount)  submitted by such Lender or Issuing  Lender to Company  (with a copy to
Chase Co-Administrative Agent) shall be conclusive absent manifest error.


                                   SECTION 3.
                                LETTERS OF CREDIT

3.1  ISSUANCE OF LETTERS OF CREDIT AND LENDERS' PURCHASE OF PARTICIPATIONS 
     THEREIN.

     A. LETTERS OF CREDIT.  Company  acknowledges and confirms that Schedule 3.1
annexed hereto sets forth each letter of credit issued under the Existing Credit
Agreement (collectively, the "EXISTING LETTERS OF CREDIT") and outstanding as of
the Effective Date. Company hereby represents,  warrants,  agrees, covenants and
(a) reaffirms  that it has no (and it  permanently  and  irrevocably  waives and
releases  Agents and Lenders from any, to the extent  arising on or prior to the
Effective  Date) defense,  set off, claim or  counterclaim  against any Agent or
Lender in regard to its  Obligations  in  respect  of such  Existing  Letters of
Credit and (b) reaffirms its  obligation  to reimburse  the  applicable  Issuing
Lenders for honored drawings under such Existing Letters of Credit in accordance
with the terms and  conditions of this  Agreement  and the other Loan  Documents
applicable to Letters of Credit issued hereunder.  Based on the foregoing,  each
Lender agrees that (1) each Existing  Letter of Credit which is a Standby Letter
of Credit shall,  as of the  Effective  Date, be deemed for all purposes of this
Agreement  to be a  Standby  Letter  of Credit  issued  hereunder,  and (2) each
Existing  Letter of Credit which is a Commercial  Letter of Credit shall,  as of
the  Effective  Date,  be deemed  for all  purposes  of this  Agreement  to be a
Commercial Letter of Credit issued hereunder. Company also acknowledges that set
forth on  Schedule  3.1 are certain  letters of credit  (the  "UNION  LETTERS OF
CREDIT")  issued  by  BankBoston,  N.A.  for the  account  of Union  and/or  its
Subsidiaries  which are  outstanding  as of the Effective  Date.  Company hereby
requests,  and the Lenders  hereby  agree that,  from and after the Union Merger
Date such letters of credit  shall be deemed to be Letters of Credit  issued and
outstanding  under  this  Agreement  from and after the  Union  Effective  Date;
provided  that, the Company hereby  releases  Agents and Lenders,  to the extent
arising  prior to the Union Merger  Date,  from any  defense,  setoff,  claim or
counterclaim  against Agent or Lender in regard to its Obligations in respect of
such Letters of Credit.  In addition to the foregoing and in addition to Company
requesting that Lenders make Revolving  Loans pursuant to subsection  2.1A(iii),
and that  Swing  Line  Lender  make Swing  Line  Loans  pursuant  to  subsection
2.1A(iv),  Company  may  request,  in  accordance  with the  provisions  of this
subsection  3.1, from time to time during the period from the Effective  Date to
but excluding the Revolving Loan Commitment  Termination  Date, that one or more
Lenders  issue  Letters of Credit for the  account of Company  for the  purposes
specified in the definitions of Commercial Letters of Credit and Standby Letters
of Credit. Subject to the terms and conditions of this Agreement and in reliance
upon the  representations and warranties of Company herein set forth, any one or
more Lenders may, but (except as provided in subsection  3.1B(ii))  shall not be
obligated to, issue such Letters of Credit in accordance  with the provisions of
this  subsection  3.1;  provided  that Company shall not request that any Lender
issue (and no Lender shall issue):

          (i) any Letter of Credit if, after giving effect to such issuance, the
     Total  Utilization of Revolving Loan Commitments would exceed the Revolving
     Loan Commitments then in effect;

          (ii) any Letter of Credit if,  after giving  effect to such  issuance,
     the Letter of Credit Usage would exceed $15,000,000;

          (iii) any Standby  Letter of Credit  having an  expiration  date later
     than the earlier of (a) the Revolving Loan Commitment  Termination Date and
     (b) the date which is one year from the date of  issuance  of such  Standby
     Letter of Credit;  provided that the immediately preceding clause (b) shall
     not prevent  any Issuing  Lender  from  agreeing  that a Standby  Letter of
     Credit will  automatically  be extended for one or more successive  periods
     not to exceed one year each unless such Issuing Lender elects not to extend
     for any such additional  period;  provided  further that,  unless Requisite
     Lenders  otherwise  consent,  such Issuing Lender shall give notice that it
     will not extend such Standby  Letter of Credit if it has knowledge  that an
     Event of Default has  occurred and is  continuing  on the last day on which
     such  Issuing  Lender may give notice to the  beneficiary  that it will not
     extend such Standby Letter of Credit;

          (iv) any  Commercial  Letter of Credit (a) having an  expiration  date
     later  than  the  earlier  of (X) 30  days  prior  to  the  Revolving  Loan
     Commitment  Termination  Date and (Y) the date  which is 180 days  from the
     date of  issuance  of such  Commercial  Letter  of  Credit  or (b)  that is
     otherwise  unacceptable to the applicable  Issuing Lender in its reasonable
     discretion;

          (v) any Letter of Credit denominated in a currency other than Dollars;
     or

          (vi) any  Letter of Credit  during any  period  when a Lender  Default
     exists,   unless  each  Issuing   Lender  has  entered  into   arrangements
     satisfactory to it and Company to eliminate such Issuing Lender's risk with
     respect to the Defaulting Lender,  including by cash  collateralizing  such
     Defaulting  Lender's  Pro Rata Share of the Letter of Credit  Usage  (after
     giving effect to the issuance of the proposed Letter of Credit).

     B.       MECHANICS OF ISSUANCE.

          (i) Notice of  Issuance.  Whenever  Company  desires the issuance of a
     Letter of Credit, it shall deliver to Chase Co-Administrative Agent, at the
     Funding  and  Payment  Office,  a Notice of Issuance of Letter of Credit no
     later than 12:00 Noon (New York time) at least five Business  Days, or such
     shorter  period as may be agreed to by the Issuing Lender in any particular
     instance,  in  advance  of the  proposed  date of  issuance.  The Notice of
     Issuance  of  Letter of  Credit  shall  specify  (a) the  proposed  date of
     issuance (which shall be a Business Day), (b) the face amount of or maximum
     aggregate  liability  under, as applicable,  the Letter of Credit,  (c) the
     expiration  date of the Letter of Credit,  (d) the name and  address of the
     beneficiary,  and (e) the verbatim text of the proposed Letter of Credit or
     the proposed terms and conditions thereof,  including a precise description
     of any documents and the verbatim text of any  certificates to be presented
     by the  beneficiary  which,  if presented by the  beneficiary  prior to the
     expiration  date of the Letter of Credit,  would require the Issuing Lender
     to make  payment  under the Letter of  Credit;  provided  that the  Issuing
     Lender,  in its reasonable  discretion,  may require changes in the text of
     the  proposed  Letter  of  Credit or any such  documents  or  certificates;
     provided  further that no Letter of Credit shall require  payment against a
     conforming  draft or other request for payment to be made thereunder on the
     same business day (under the laws of the  jurisdiction  in which the office
     of the Issuing  Lender to which such draft or other  request for payment is
     required to be presented is located)  that such draft or other  request for
     payment is presented if such  presentation is made after 10:00 A.M. (in the
     time zone of such office of the Issuing Lender) on such business day.

          Company  shall  notify  the  applicable   Issuing  Lender  (and  Chase
     Co-Administrative  Agent,  if  Chase  Co-Administrative  Agent  is not such
     Issuing  Lender) prior to the issuance of any Letter of Credit in the event
     that any of the  matters  to which  Company is  required  to certify in the
     applicable  Notice of  Issuance  of Letter of Credit is no longer  true and
     correct as of the proposed  date of issuance of such Letter of Credit,  and
     upon the issuance of any Letter of Credit,  Company shall be deemed to have
     re-certified,  as of the date of such issuance,  as to the matters to which
     Company is  required  to certify in the  applicable  Notice of  Issuance of
     Letter of Credit.

          (ii)   Determination   of  Issuing  Lender.   Upon  receipt  by  Chase
     Co-Administrative  Agent  of a Notice  of  Issuance  of  Letter  of  Credit
     pursuant  to  subsection  3.1B(i)  requesting  the  issuance of a Letter of
     Credit,  in the event Chase  Co-Administrative  Agent  elects to issue such
     Letter of Credit,  Chase  Co-Administrative  Agent shall promptly so notify
     Company, and such Chase Co-Administrative Agent shall be the Issuing Lender
     with respect thereto. In the event that Chase  Co-Administrative  Agent, in
     its sole  discretion,  elects  not to issue such  Letter of  Credit,  Chase
     Co-Administrative  Agent shall  promptly so notify the  Company,  whereupon
     Company  may  request  any other  Lender to issue such  Letter of Credit by
     delivering  to such Lender a copy of the  applicable  Notice of Issuance of
     Letter of Credit.  Any Lender so  requested  to issue such Letter of Credit
     shall promptly notify Company and Chase  Co-Administrative Agent whether or
     not, in its sole discretion, it has elected to issue such Letter of Credit,
     and any such Lender which so elects to issue such Letter of Credit shall be
     the  Issuing  Lender  with  respect  thereto.  In the event  that all other
     Lenders shall have declined to issue such Letter of Credit, notwithstanding
     the prior  election  of Chase  Co-Administrative  Agent  not to issue  such
     Letter of Credit, Chase Co-Administrative Agent shall be obligated to issue
     such Letter of Credit and shall be the Issuing Lender with respect thereto,
     notwithstanding  the fact that the sum of the  Letter of Credit  Usage with
     respect to such Letter of Credit and with  respect to all other  Letters of
     Credit issued by Chase Co-Administrative  Agent, when aggregated with Chase
     Co-Administrative Agent's outstanding Revolving Loans and Swing Line Loans,
     may exceed Chase  Co-Administrative  Agent's Revolving Loan Commitment then
     in effect.

          (iii) Issuance of Letter of Credit.  Upon  satisfaction  or waiver (in
     accordance with subsection  10.6) of the conditions set forth in subsection
     4.5,  the  Issuing  Lender  shall issue the  requested  Letter of Credit in
     accordance with the Issuing  Lender's  standard  operating  procedures (any
     such issuance by Chase  Co-Administrative  Agent being effected through the
     Funding and Payment Office), and upon its issuance of such Letter of Credit
     the Issuing Lender shall promptly notify Chase  Co-Administrative Agent and
     each Lender of such  issuance,  which notice shall be accompanied by a copy
     of such Letter of Credit.

          (iv) Reports to Lenders. Within 30 days after the end of each calendar
     quarter  ending  after the  Closing  Date,  so long as any Letter of Credit
     shall have been  outstanding  during such  calendar  quarter,  each Issuing
     Lender   shall   deliver  to  Chase   Co-Administrative   Agent  and  Chase
     Co-Administrative Agent shall deliver to each Lender a report setting forth
     for such calendar  quarter the daily maximum  amount  available to be drawn
     under the Letters of Credit  that were  outstanding  during  such  calendar
     quarter.

     C. LENDERS' PURCHASE OF  PARTICIPATIONS  IN LETTERS OF CREDIT.  Immediately
upon the issuance of each Letter of Credit,  each Lender having a Revolving Loan
Commitment shall be deemed to, and hereby agrees to, have irrevocably  purchased
from the  Issuing  Lender a  participation  in such  Letter  of  Credit  and any
drawings honored or payments made thereunder in an amount equal to such Lender's
Pro Rata Share (with respect to the Revolving Loan  Commitments)  of the maximum
amount  which is or at any time may become  available to be drawn or required to
be paid thereunder.

3.2  LETTER OF CREDIT FEES.

     Company  agrees to pay the  following  amounts to each Issuing  Lender with
respect to Letters of Credit issued by it for the account of Company:

          (i) with respect to each Letter of Credit, (a) a fronting fee equal to
     1/4 of 1% per annum of the daily maximum amount available to be drawn under
     such  Letter of Credit and (b) a Letter of Credit fee equal to the  product
     of (x) the  Applicable  Eurodollar  Rate Margin with  respect to  Revolving
     Loans and (y) the daily  maximum  amount  available  to be drawn under such
     Letter of Credit,  in each case  payable in arrears on and to each  January
     15,  April 15,  July 15 and  October 15 of each year,  and  computed on the
     basis of a 360-day year for the actual number of days elapsed; and

          (ii) with  respect to the  issuance,  amendment  or  transfer  of each
     Letter of Credit and each drawing made thereunder  (without  duplication of
     the fees  payable  under  clause (i)  above),  documentary  and  processing
     charges in accordance with such Issuing Lender's standard schedule for such
     charges  in effect at the time of such  issuance,  amendment,  transfer  or
     drawing, as the case may be.

Promptly upon receipt by such Issuing  Lender of any amount  described in clause
(i)(b) of this  subsection  3.2,  such Issuing  Lender shall  distribute to each
other Lender its Pro Rata Share of such amount.

3.3  DRAWINGS AND  PAYMENTS  AND  REIMBURSEMENT  OF AMOUNTS PAID  UNDER  LETTERS
     OF CREDIT.

     A.  RESPONSIBILITY  OF ISSUING LENDER WITH RESPECT TO REQUESTS FOR DRAWINGS
AND PAYMENTS. In determining whether to honor any drawing or request for payment
under any Letter of Credit by the beneficiary  thereof, the Issuing Lender shall
be responsible only to determine that the documents and certificates required to
be  delivered  under such  Letter of Credit  have been  delivered  and that they
comply on their face with the requirements of such Letter of Credit.

     B. REIMBURSEMENT BY COMPANY OF AMOUNTS PAID UNDER LETTERS OF CREDIT. In the
event an Issuing Lender has determined to honor a drawing or request for payment
under a Letter of Credit  issued by it, such Issuing  Lender  shall  immediately
notify Company and Chase  Co-Administrative  Agent,  and Company shall reimburse
such Issuing Lender on or before the Business Day immediately following the date
on which  such  drawing  is  honored  or such  payment  is made (the  applicable
"REIMBURSEMENT  DATE"),  in an amount in same day funds  equal to the  amount of
such  drawing;  provided  that,  anything  contained  in this  Agreement  to the
contrary   notwithstanding,   (i)  unless  Company  shall  have  notified  Chase
Co-Administrative  Agent and such  Issuing  Lender prior to 12:00 Noon (New York
time) on the date of such drawing or request for payment that Company intends to
reimburse such Issuing Lender for the amount of such honored  drawing or payment
with funds other than the proceeds of Revolving  Loans,  Company shall be deemed
to have given a timely  Notice of  Borrowing  to Chase  Co-Administrative  Agent
requesting  Lenders to make  Revolving  Loans which are Base Rate Loans,  on the
applicable  Reimbursement  Date in an amount equal to the amount of such honored
drawing or payment and (ii) subject to  satisfaction or waiver of the conditions
specified in subsection  4.4B,  Lenders shall,  on the applicable  Reimbursement
Date, make Revolving Loans and in the amount of such honored drawing or payment,
the proceeds of which shall be applied directly by Chase Co-Administrative Agent
to  reimburse  such  Issuing  Lender for the amount of such  honored  drawing or
payment; provided further that if for any reason proceeds of Revolving Loans are
not received by such Issuing Lender on the applicable  Reimbursement  Date in an
amount equal to the amount of such  honored  drawing or payment,  Company  shall
reimburse such Issuing  Lender,  on demand,  in an amount in Dollars and in same
day funds equal to the excess of the amount of such  honored  drawing or payment
over  the  aggregate  amount  of such  Revolving  Loans,  if any,  which  are so
received.  Nothing in this subsection 3.3B shall be deemed to relieve any Lender
from its  obligation to make  Revolving  Loans on the terms and  conditions  set
forth in this Agreement, and Company shall retain any and all rights it may have
against  any  Lender  resulting  from the  failure  of such  Lender to make such
Revolving Loans under this subsection 3.3B.

     C.   PAYMENT BY LENDERS OF UNREIMBURSED PAYMENTS UNDER LETTERS OF CREDIT.

          (i) Payment by Lenders.  In the event that Company  shall fail for any
     reason to reimburse any Issuing Lender as provided in subsection 3.3B in an
     amount  equal to the amount of any honored  drawing or payment made by such
     Issuing  Lender under a Letter of Credit issued by it, such Issuing  Lender
     shall promptly notify each other Lender of the unreimbursed  amount of such
     honored   drawing  or  payment  and  of  such  other  Lender's   respective
     participation  therein  based  on  such  Lender's  Pro  Rata  Share  of the
     Revolving  Loan  Commitments.  Each  Lender  shall make  available  to such
     Issuing Lender an amount equal to its respective participation, in same day
     funds, at the office of such Issuing Lender  specified in such notice,  not
     later than 12:00 Noon (New York time) on the first  business day (under the
     laws of the  jurisdiction  in which such office of such  Issuing  Lender is
     located) after the date notified by such Issuing Lender.  In the event that
     any Lender fails to make  available to such Issuing Lender on such business
     day the amount of such Lender's  participation  in such Letter of Credit as
     provided in this subsection  3.3C, such Issuing Lender shall be entitled to
     recover  such  amount on demand  from such Lender  together  with  interest
     thereon  at the  rate  customarily  used by  such  Issuing  Lender  for the
     correction of errors among banks for three  Business Days and thereafter at
     the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice
     the right of any Lender to recover from any Issuing Lender any amounts made
     available by such Lender to such Issuing Lender pursuant to this subsection
     3.3C in the event that it is determined by the final judgment of a court of
     competent  jurisdiction that the payment with respect to a Letter of Credit
     by such Issuing  Lender in respect of which payment was made by such Lender
     constituted  gross  negligence  or willful  misconduct  on the part of such
     Issuing Lender.

          (ii) Distribution to Lenders of Reimbursements  Received From Company.
     In the event any Issuing Lender shall have been reimbursed by other Lenders
     pursuant  to  subsection  3.3C(i)  for all or any  portion  of any  honored
     drawing or payment  made by such  Issuing  Lender  under a Letter of Credit
     issued by it, such  Issuing  Lender shall  distribute  to each other Lender
     which has paid all  amounts  payable by it under  subsection  3.3C(i)  with
     respect to such  honored  drawing or payment  such other  Lender's Pro Rata
     Share of all payments  subsequently  received by such  Issuing  Lender from
     Company in  reimbursement  of such  honored  drawing  or payment  when such
     payments are received.  Any such distribution  shall be made to a Lender at
     its primary address set forth below its name on the  appropriate  signature
     page hereof or at such other address as such Lender may request.

     D.   INTEREST ON AMOUNTS PAID UNDER LETTERS OF CREDIT.

          (i)  Payment of Interest  by  Company.  Company  agrees to pay to each
     Issuing Lender, with respect to drawings honored or payments made under any
     Letters of Credit issued by it, interest on the amount paid by such Issuing
     Lender  in  respect  of each such  drawing  or  payment  from the date such
     drawing is honored or payment is made to but excluding the date such amount
     is  reimbursed  by Company  (including  any such  reimbursement  out of the
     proceeds of Revolving Loans pursuant to subsection 3.3B) at a rate equal to
     (a) for the period from the date such drawing is honored or payment is made
     to but excluding the applicable  Reimbursement Date, the Base Rate plus the
     Applicable  Base Rate  Margin  with  respect to  Revolving  Loans,  and (b)
     thereafter,  a rate which is 2% per annum in excess of the rate of interest
     described in the foregoing  clause (a).  Interest  payable pursuant to this
     subsection 3.3D(i) shall be computed on the basis of a 360-day year for the
     actual  number of days  elapsed in the period  during  which it accrues and
     shall be payable  on demand or, if no demand is made,  on the date on which
     the related  drawing or payment  under a Letter of Credit is  reimbursed in
     full.

          (ii)  Distribution of Interest  Payments by Issuing  Lender.  Promptly
     upon receipt by any Issuing  Lender of any payment of interest  pursuant to
     subsection 3.3D(i),  (a) such Issuing Lender shall distribute to each other
     Lender,  out of the interest  received by such Issuing Lender in respect of
     the period from the date of the applicable honored drawing or payment under
     a Letter of Credit issued by such Issuing  Lender to but excluding the date
     on which such Issuing  Lender is reimbursed  for the amount of such drawing
     or  payment  (including  any  such  reimbursement  out of the  proceeds  of
     Revolving  Loans pursuant to subsection  3.3B),  the amount that such other
     Lender  would  have been  entitled  to  receive in respect of the Letter of
     Credit fee that would have been payable in respect of such Letter of Credit
     for such period  pursuant to subsection  3.2 if no drawing had been honored
     or payment had been made under such Letter of Credit,  and (b) in the event
     such Issuing Lender shall have been reimbursed by other Lenders pursuant to
     subsection 3.3C(i) for all or any portion of such drawing or payment,  such
     Issuing  Lender  shall  distribute  to each other Lender which has paid all
     amounts payable by it under subsection 3.3C(i) with respect to such drawing
     or payment such other  Lender's Pro Rata Share of any interest  received by
     such  Issuing  Lender in respect of that portion of such drawing or payment
     so  reimbursed  by other Lenders for the period from the date on which such
     Issuing Lender was so reimbursed by other Lenders to and including the date
     on which such portion of such drawing or payment is  reimbursed by Company.
     Any such  distribution  shall be made to a Lender at its Lending Office set
     forth on Schedule 2.1 or at such other address as such Lender may request.

3.4  OBLIGATIONS ABSOLUTE.

     The  obligation  of Company to reimburse  each Issuing  Lender for drawings
honored or payments  made under the Letters of Credit  issued by it and to repay
any  Revolving  Loans  made by  Lenders  pursuant  to  subsection  3.3B  and the
obligations  of Lenders  under  subsection  3.3C(i) shall be  unconditional  and
irrevocable  and shall be paid  strictly  in  accordance  with the terms of this
Agreement under all circumstances including,  without limitation,  the following
circumstances:

          (i) any lack of validity or enforceability of any Letter of Credit;

          (ii) the existence of any claim, set-off, defense or other right which
     Company  or any Lender may have at any time  against a  beneficiary  or any
     transferee  of any  Letter  of  Credit  (or any  Persons  for whom any such
     transferee may be acting),  any Issuing Lender or other Lender or any other
     Person or, in the case of a Lender,  against  Company whether in connection
     with this Agreement, the transactions  contemplated herein or any unrelated
     transaction (including any underlying transaction between Company or one of
     its  Subsidiaries  and the  beneficiary  for which any Letter of Credit was
     procured);

          (iii) any draft, demand, certificate or other document presented under
     any  Letter  of  Credit  proving  to  be  forged,  fraudulent,  invalid  or
     insufficient  in any  respect  or any  statement  therein  being  untrue or
     inaccurate in any respect;

          (iv)  payment by the  applicable  Issuing  Lender  under any Letter of
     Credit  against  presentation  of a demand,  draft or  certificate or other
     document which does not substantially  comply with the terms of such Letter
     of Credit;

          (v)  any  adverse  change  in the  business,  operations,  properties,
     assets,  condition  (financial or otherwise) or prospects of Company or any
     of its Subsidiaries;

          (vi) any breach of this  Agreement  or any other Loan  Document by any
     party thereto;

          (vii) any other circumstance or happening  whatsoever,  whether or not
     similar to any of the foregoing; or

          (viii)  the fact  that an Event of  Default  or a  Potential  Event of
     Default shall have occurred and be continuing;

provided,  in each case, that payment by the applicable Issuing Lender under the
applicable  Letter of Credit  shall not have  constituted  gross  negligence  or
willful  misconduct of such Issuing Lender under the  circumstances  in question
(as determined by a final judgment of a court of competent jurisdiction).

3.5  INDEMNIFICATION; NATURE OF ISSUING LENDER'S DUTIES.

     A.  INDEMNIFICATION.   In  addition  to  amounts  payable  as  provided  in
subsection  3.6,  Company  hereby  agrees to  protect,  indemnify,  pay and save
harmless  each  Issuing  Lender from and  against  any and all claims,  demands,
liabilities,  damages, losses, costs, charges and expenses (including reasonable
fees,  expenses and  disbursements  of counsel and  allocated  costs of internal
counsel)  which such Issuing Lender may incur or be subject to as a consequence,
direct or indirect,  of (i) the issuance of any Letter of Credit by such Issuing
Lender, other than as a result of (a) the gross negligence or willful misconduct
of such Issuing Lender as determined by a final judgment of a court of competent
jurisdiction or (b) subject to the following clause (ii), the wrongful  dishonor
by such Issuing  Lender of a proper  demand for payment made under any Letter of
Credit  issued  by it or (ii) the  failure  of such  Issuing  Lender  to honor a
drawing or other request for payment under any such Letter of Credit as a result
of any act or omission,  whether rightful or wrongful,  of any present or future
de jure or de facto  government  or  governmental  authority  (all  such acts or
omissions herein called "GOVERNMENTAL ACTS").

     B. NATURE OF ISSUING  LENDERS'  DUTIES.  As between Company and any Issuing
Lender, Company assumes all risks of the acts and omissions of, or misuse of the
Letters of Credit issued by such Issuing Lender by, the respective beneficiaries
of  such  Letters  of  Credit.  In  furtherance  and  not in  limitation  of the
foregoing,  such  Issuing  Lender  shall not be  responsible  for: (i) the form,
validity,  sufficiency,  accuracy,  genuineness  or legal effect of any document
submitted by any party in connection  with the  application  for and issuance of
any such  Letter of Credit,  even if it should in fact prove to be in any or all
respects  invalid,  insufficient,  inaccurate,  fraudulent  or forged;  (ii) the
validity  or  sufficiency  of  any  instrument   transferring  or  assigning  or
purporting  to  transfer  or assign  any such  Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective  for any reason;  (iii) failure of the  beneficiary of
any such Letter of Credit to comply fully with any conditions  required in order
to draw upon such Letter of Credit;  (iv) errors,  omissions,  interruptions  or
delays in transmission or delivery of any messages,  by mail, cable,  telegraph,
telex  or  otherwise,   whether  or  not  they  be  in  cipher;  (v)  errors  in
interpretation of technical terms; (vi) any loss or delay in the transmission or
otherwise  of any  document  required in order to make a drawing  under any such
Letter of Credit or of the proceeds  thereof;  (vii) the  misapplication  by the
beneficiary  of any such  Letter of Credit of the  proceeds  of any  drawing  or
payment  under such Letter of Credit;  or (viii) any  consequences  arising from
causes beyond the control of such Issuing Lender, including, without limitation,
any Governmental  Acts, and none of the above shall affect or impair, or prevent
the vesting of, any of such Issuing Lender's rights or powers hereunder.

     In  furtherance  and  extension  and  not in  limitation  of  the  specific
provisions set forth in the first paragraph of this subsection  3.5B, any action
taken or omitted by any Issuing  Lender under or in connection  with the Letters
of Credit issued by it or any documents and certificates  delivered  thereunder,
if taken or omitted in good faith,  shall not put such Issuing  Lender under any
resulting liability to Company.

     Notwithstanding  anything to the contrary contained in this subsection 3.5,
Company  shall retain any and all rights it may have against any Issuing  Lender
for  any  liability  arising  solely  out of the  gross  negligence  or  willful
misconduct of such Issuing Lender,  as determined by a final judgment of a court
of competent jurisdiction.

3.6  INCREASED COSTS AND TAXES RELATING TO LETTERS OF CREDIT.

     In the event  that any law,  treaty or  governmental  rule,  regulation  or
order,  or any  change  therein  or in  the  interpretation,  administration  or
application  thereof  (including  the  introduction  of any new law,  treaty  or
governmental  rule,  regulation or order),  or any  determination  of a court or
governmental  authority,  in each case that becomes  effective after the Closing
Date, or compliance by any Issuing Lender or Lender with any guideline,  request
or directive  issued or made after the Closing Date by any central bank or other
governmental or quasi-governmental authority (whether or not having the force of
law):

          (i)  results in any change in the basis of  taxation  of such  Issuing
     Lender or Lender (or its  applicable  lending  or letter of credit  office)
     (other than a change  with  respect to any Tax on the overall net income of
     such Issuing  Lender or Lender) with respect to the issuing or  maintaining
     of  any  Letters  of  Credit  or  the  purchasing  or  maintaining  of  any
     participations  therein  or any other  obligations  under  this  Section 3,
     whether  directly or by such being imposed on or suffered by any particular
     Issuing Lender;

          (ii) imposes,  modifies or holds  applicable  any reserve  (including,
     without limitation, any marginal, emergency, supplemental, special or other
     reserve),  special  deposit,  compulsory  loan,  FDIC  insurance or similar
     requirement  in respect  of any  Letters  of Credit  issued by any  Issuing
     Lender or participations therein purchased by any Lender; or

          (iii) imposes any other  condition on or affecting such Issuing Lender
     or Lender (or its applicable  lending or letter of credit office) regarding
     this Section 3 or any Letter of Credit or any participation therein;

and the result of any of the  foregoing  is to increase the cost to such Issuing
Lender or Lender of  agreeing  to issue,  issuing or  maintaining  any Letter of
Credit or agreeing to purchase,  purchasing  or  maintaining  any  participation
therein or to reduce any amount received or receivable by such Issuing Lender or
Lender (or its  applicable  lending  or letter of credit  office)  with  respect
thereto; then, in any case, Company shall promptly pay to such Issuing Lender or
Lender,  upon receipt of the statement  referred to in the next  sentence,  such
additional  amount or amounts  (reasonably  determined by such Issuing Lender or
Lender) as may be necessary to compensate  such Issuing Lender or Lender for any
such  increased cost or reduction in amounts  received or receivable  hereunder.
Such  Issuing  Lender or Lender  shall  deliver to Company a written  statement,
setting  forth in reasonable  detail the basis for  calculating  the  additional
amounts owed to such Issuing Lender or Lender under this  subsection  3.6, which
statement shall be prima facie evidence of such additional amounts.


                                   SECTION 4.
                    CONDITIONS TO LOANS AND LETTERS OF CREDIT

4.1  CONDITIONS TO EXISTING LOANS AND LETTERS OF CREDIT.

     The  conditions to the making of the Existing Loans and the issuance of the
Existing Letters of Credit have been satisfied.


4.2  CONDITIONS TO TRANCHE C TERM LOANS.

     The obligations of Lenders to make the initial Tranche C Term Loans are, in
addition to the conditions  precedent  specified in subsection  4.4,  subject to
prior or concurrent satisfaction of the following conditions:

     A.  COMPANY  DOCUMENTS.  On or before the  Effective  Date,  Company  shall
deliver or cause to be delivered to Lenders (or to Chase Co-Administrative Agent
for Lenders with sufficient  originally executed copies, where appropriate,  for
each Lender and its counsel) the following,  each, unless otherwise noted, dated
the Effective Date:

          (i) Certified  copies of its  Certificate of  Incorporation,  together
     with a good standing  certificate  from the Secretary of State of the State
     of  Delaware  and each other  state in which it is  qualified  as a foreign
     corporation to do business, each dated a recent date prior to the Effective
     Date;

          (ii) Copies of its Bylaws,  certified as of the Effective  Date by its
     corporate secretary or an assistant secretary;

          (iii) Resolutions of its Board of Directors  approving and authorizing
     the  execution,  delivery and  performance  of this  Agreement,  other Loan
     Documents  and the Union  Acquisition  Documents to which it is a party and
     approving  and  authorizing  the  consummation  of the Tender Offer and the
     Union Merger in the manner contemplated by the Union Acquisition Documents,
     certified  as of the  Effective  Date  by  its  corporate  secretary  or an
     assistant secretary as being in full force and effect without  modification
     or amendment;

          (iv) Signature and incumbency  certificates of its officers  executing
     this Agreement and the other Loan Documents;

          (v)  Executed  originals  of this  Agreement  and (to the  extent  not
     previously  executed and delivered to Lenders) the other Loan  Documents to
     which it is a party; and

          (vi) Such other documents as Agents may reasonably request.

     B. SUBSIDIARY  DOCUMENTS.  On or before the Effective  Date,  Company shall
deliver or cause to be delivered to Lenders (or to Chase Co-Administrative Agent
for Lenders with sufficient  originally executed copies, where appropriate,  for
each Lender and its counsel) the following for such Subsidiary (other than Union
and its  Subsidiaries) as specified,  each,  unless  otherwise noted,  dated the
Effective Date:

          (i)  Certified  copies  of  the  Certificate  of   Incorporation   (or
     equivalent organizational document) of each domestic corporate Wholly Owned
     Subsidiary of Company (or, in lieu thereof,  a certificate of the corporate
     secretary of such  Subsidiary  certifying as of the Effective Date that its
     Certificate of Incorporation previously delivered to Existing Lenders is in
     full force and effect without  modification or amendment),  together with a
     good standing  certificate  from the secretary of state of its jurisdiction
     of incorporation and each other state in which it is qualified as a foreign
     corporation to do business  (except any such other state or states in which
     failure to be so qualified  could not,  individually  or in the  aggregate,
     reasonably  be expected  to have a Material  Adverse  Effect)  (or, in lieu
     thereof, a certificate of the secretary of such Subsidiary certifying as of
     the  Effective  Date that such  Subsidiary  is in good standing in all such
     jurisdictions), each dated a recent date prior to the Effective Date;

          (ii) Copies of the Bylaws of each such domestic corporate Wholly Owned
     Subsidiary of Company,  certified as of the Effective Date by its corporate
     secretary, or an assistant secretary (or, in lieu thereof, a certificate of
     such secretary  certifying as of the Effective Date that the Bylaws of such
     Subsidiary  previously  delivered to Existing Lenders are in full force and
     effect without modification or amendment);

          (iii)  Resolutions  of the Board of  Directors  of each such  domestic
     corporate Wholly Owned Subsidiary of Company  approving and authorizing the
     execution,  delivery  and  performance  of  the  Subsidiary  Guaranty,  the
     Security Agreement, the Pledge Agreement, the Trademark Security Agreement,
     the Limited  Partnership  Security  Agreement (as applicable) and the other
     Loan Documents to which such Subsidiary is party and, in the case of Merger
     Sub, approving and authorizing the consummation of the Tender Offer and the
     Union Merger in the manner contemplated by the Union Acquisition Documents,
     certified  as of the  Effective  Date  by  its  corporate  secretary  or an
     assistant secretary as being in full force and effect without  modification
     or amendment;

          (iv) Conformed  copies of the  partnership  agreement of each domestic
     Subsidiary  of Company  that is a  partnership,  certified  by each general
     partner of such partnership Subsidiary as of the Effective Date as being in
     full  force and effect  without  modification  or  amendment  (or,  in lieu
     thereof,  a  certificate  of  such  general  partner  certifying  as of the
     Effective  Date  that  the  partnership   agreement  of  such   partnership
     Subsidiary  delivered on the Closing Date pursuant to subsection 4.2 of the
     Existing Credit Agreement is in full force and effect without  modification
     or amendment);

          (v) Certificates of limited  partnership or statements of partnership,
     as  applicable,  of each such  Subsidiary of Company that is a partnership,
     certified  by  the  Secretary  of  State  (or  similar   official)  of  its
     jurisdiction  of  formation  (or, in lieu  thereof,  a  certificate  of the
     general  partner  of  such  partnership  Subsidiary  certifying  as of  the
     Effective Date that the certificate of limited  partnership or statement of
     partnership  of such  Subsidiary  delivered on the Closing Date pursuant to
     subsection 4.2 of the Existing Credit Agreement is in full force and effect
     without modification or amendment),  and a certificate of existence or good
     standing,  as the case may be,  from the  Secretary  of State  (or  similar
     official)  of such  jurisdiction,  together  with a  certificate  or  other
     evidence of good  standing  from the secretary of state of each other state
     in which it is authorized as a foreign  limited  partnership to do business
     (except any such other state or states in which  failure to be so qualified
     could not, individually or in the aggregate, reasonably be expected to have
     a Material  Adverse  Effect),  each dated as of a recent  date prior to the
     Effective Date;

          (vi)  All  documents  executed  by the  appropriate  partners  of each
     Subsidiary of Company that is a partnership  approving or  authorizing  the
     execution,  delivery  and  performance  of  the  Subsidiary  Guaranty,  the
     Security Agreement, the Pledge Agreement, the Trademark Security Agreement,
     the Limited  Partnership  Security  Agreement (as applicable) and the other
     Loan  Documents to which such  Subsidiary is a party,  each certified as of
     the Effective Date by the general partner of such partnership Subsidiary or
     other Loan Party;

          (vii) Signature and incumbency certificates of its officers,  partners
     or other Persons executing the Subsidiary Guaranty, the Security Agreement,
     the  Pledge  Agreement,  the  Trademark  Security  Agreement,  the  Limited
     Partnership Security Agreement (as applicable) and the other Loan Documents
     to which such Subsidiary is party;

          (viii) Executed  originals (to the extent not previously  executed and
     delivered to Lenders) of the Subsidiary  Guaranty,  the Security Agreement,
     the Pledge Agreement and the other Loan Documents to which any corporate or
     partnership Subsidiary of Company is a party; and

          (ix) Such other documents as Agents may reasonably request.

     C. UNION  DOCUMENTS.  On or before the Effective  Date,  Company shall,  or
shall cause Union to,  deliver to Lenders (or to Chase  Co-Administrative  Agent
for Lenders with sufficient  originally executed copies, where appropriate,  for
each Lender and its counsel) the following with respect to Union, each dated the
Effective Date:

          (i) Certified  copies of the  Certificate of  Incorporation  of Union,
     together  with a good standing  certificate  from the Secretary of State of
     Delaware  and each other  state in which  Union is  qualified  as a foreign
     corporation  to do  business  and,  to the extent  generally  available,  a
     certificate  or  other  evidence  of good  standing  as to  payment  of any
     applicable franchise or similar taxes from the appropriate taxing authority
     of each of such  jurisdictions,  each  dated a  recent  date  prior  to the
     Effective Date;

          (ii) Copies of the Bylaws of Union, certified as of the Effective Date
     by its corporate secretary or an assistant secretary;

          (iii)  Resolutions  of the Board of Directors of Union  approving  and
     authorizing   the  execution,   delivery  and   performance  of  the  Union
     Acquisition  Agreement,  and approving and authorizing the  consummation of
     the  Union  Merger in the  manner  contemplated  by the  Union  Acquisition
     Documents,  certified  as of the  Effective  Date  by the  secretary  or an
     assistant  secretary  of Union as being in full  force and  effect  without
     modification or amendment; and

          (iv)  Signature and incumbency  certificates  of the officers of Union
     executing the Union Acquisition Agreement.

     D. TENDERED UNION SHARES.  There shall have been validly tendered to Merger
Sub pursuant to the Tender Offer and not withdrawn  shares of Union Common Stock
which constitute the Minimum Union Shares at the price per share specified to be
paid pursuant to the Tender Offer Materials; the shares of Union Common Stock to
be purchased  shall be free and clear of all Liens and  restrictions to purchase
imposed by  applicable  law or  otherwise  and such shares of Union Common Stock
shall be available for purchase in accordance  with the terms and conditions set
forth  in  the  Tender  Offer   Materials.   Company  shall  have  delivered  to
Co-Administrative  Agents (a) a  certificate  of Custodian  certifying as to the
number  of  tendered  shares  of  Union  Common  Stock,  and  (b)  an  Officers'
Certificate of Company certifying that the tendered shares of Union Common Stock
to be purchased with the proceeds of the initial Tranche C Term Loans represent,
in the aggregate, not less than the Minimum Union Shares.

     E.       UNION ACQUISITION DOCUMENTS.

          (i) Union  Acquisition  Documents.  Agents shall have received a fully
     executed or conformed copy of each Union  Acquisition  Document (other than
     the Union  Certificate  of  Merger)  and any other  documents  executed  in
     connection  therewith,  and the Union  Acquisition  Agreement and the other
     Union  Acquisition  Documents shall be reasonably  satisfactory in form and
     substance to Arranging Agents and Requisite Lenders.  The Union Acquisition
     Documents  (other than the Union  Certificate  of Merger)  shall each be in
     full force and effect and no provision  thereof shall have been modified or
     waived in any respect  determined  by Arranging  Agents to be material,  in
     each case without the consent of Arranging  Agents and  Requisite  Lenders,
     such consent not to be unreasonably withheld.

          (ii) No Material  Litigation.  There  shall be no material  litigation
     pending  which  challenges  the  Tender  Offer or the  Union  Merger in any
     respect  which  is,  in the  reasonable  judgment  of  Arranging  Agents or
     Co-Administrative Agents, material.

     F. NO MATERIAL  ADVERSE  EFFECT.  Since December 31, 1996,  there shall not
have been an adverse change, or any development  involving a prospective adverse
change,  in or affecting the general affairs,  management,  financial  position,
shareholders'  equity or results of  operation  of Company and its  Subsidiaries
which is, in the  reasonable  judgment of  Arranging  Agents,  Co-Administrative
Agents or Requisite Lenders, material. Since June 30, 1997, there shall not have
been an adverse  change,  or any  development  involving a  prospective  adverse
change,  in or affecting the general affairs,  management,  financial  position,
shareholders' equity or results of operation of Union and its Subsidiaries which
is, in the reasonable judgment of Arranging Agents,  Co-Administrative Agents or
Requisite Lenders, material.

     G.  NECESSARY  GOVERNMENTAL  AUTHORIZATIONS  AND  CONSENTS;  EXPIRATION  OF
WAITING   PERIODS,   ETC.   Company   shall  have   obtained  all   Governmental
Authorizations  and all  consents  of  other  Persons,  in each  case  that  are
necessary or advisable in connection with the Tender Offer and the Union Merger,
the  other  transactions  contemplated  by the Loan  Documents  and the  Related
Agreements,  and the continued  operation of the business conducted by Union and
its  Subsidiaries  in  substantially  the same manner as conducted  prior to the
consummation  of the Tender Offer,  and each of the  foregoing  shall be in full
force and effect and in form and  substance  satisfactory  to  Arranging  Agents
(except as  disclosed  to and  approved by  Arranging  Agents).  All  applicable
waiting  periods shall have expired without any action being taken or threatened
by any competent  authority  which would restrain,  prevent or otherwise  impose
adverse  conditions  on the Tender  Offer or the Union  Merger or the  financing
thereof.  No  action,  request  for stay,  petition  for  review  or  rehearing,
reconsideration,  or  appeal  with  respect  to any of the  foregoing  shall  be
pending,  and the time for any applicable agency to take action to set aside its
consent on its own motion shall have expired.

     H. OPINIONS OF LOAN PARTIES' COUNSEL.  Lenders and their respective counsel
shall have received  originally executed copies of one or more favorable written
opinions of White & Case,  counsel for the Loan  Parties,  in form and substance
reasonably  satisfactory to Arranging Agents and their counsel,  dated as of the
Effective  Date and setting  forth  substantially  the  matters in the  opinions
designated  in  Exhibit  XI  annexed  hereto  and as to such  other  matters  as
Arranging  Agents acting on behalf of Lenders may  reasonably  request.  Company
hereby requests that such counsel deliver such opinions on the Effective Date to
Agents and Lenders.

     I.  FEES.   Company  shall  have  paid  to  Agents,  for  distribution  (as
appropriate  hereunder or under the terms of the Existing Credit  Agreement,  as
the case may be) to Agents and Lenders,  the fees payable on the Effective  Date
referred to in subsection 2.3C.

     J. ENVIRONMENTAL REPORTS.  Lenders shall have received reports and/or other
information reasonably  satisfactory to Arranging Agents regarding environmental
matters with respect to Union and its Subsidiaries.

     K.  CORPORATE STRUCTURE; MANAGEMENT.

          (i)  Corporate  Structure.  The  corporate  organizational  structure,
     capital  structure  and  ownership of Company and its  Subsidiaries,  after
     giving  effect to the Tender  Offer and the Union  Merger,  shall be as set
     forth on Schedule 4.2J annexed hereto.

          (ii)  Management.  The management  structure of Company,  after giving
     effect to the Tender Offer and the Union  Merger,  shall be as set forth on
     Schedule 4.2J annexed hereto.

     L. BUSINESS PLAN.  Arranging  Agents shall have received a business plan in
form, scope and substance reasonably  satisfactory to Arranging Agents submitted
by management of Company and its Subsidiaries  with respect to the incorporation
of Union and its Subsidiaries into Company's existing business.

     M. REPAYMENT OF SWING LINE LOANS. On the Effective Date, immediately before
and after giving effect to any borrowings  hereunder on such date, no Swing Line
Loans shall be outstanding. N. No Event of Default. Company shall have delivered
to Chase Co-Administrative Agent an Officer's Certificate, in form and substance
satisfactory to Chase  Co-Administrative  Agent, to the effect that  immediately
prior to the Effective  Date, no event has occurred and is continuing that would
constitute an Event of Default or Potential  Event of Default under the Existing
Credit Agreement.

     O. COMPLETION OF PROCEEDINGS.  All corporate and other proceedings taken or
to be taken in  connection  with the  transactions  contemplated  hereby and all
documents  incidental  thereto not  previously  found  acceptable  by  Arranging
Agents,  acting on behalf  of  Requisite  Lenders,  and their  counsel  shall be
satisfactory  in form and substance to Arranging  Agents and such  counsel,  and
Arranging  Agents and such  counsel  shall have  received  all such  counterpart
originals  or  certified  copies  of such  documents  as  Arranging  Agents  may
reasonably request.

     P.  FINANCIAL  STATEMENTS;  PRO  FORMA  BALANCE  SHEET.  On or  before  the
Effective  Date,  Lenders shall have received from Company and be satisfied with
(i) audited  financial  statements of Union and its  Subsidiaries for the period
ending June 30, 1997,  consisting  of  consolidated  and  consolidating  balance
sheets and the related  consolidated  and  consolidating  statements  of income,
stockholders'  equity and cash flows for such period,  (ii) unaudited  financial
statements  of Union and its  Subsidiaries  for the  period  from June 30,  1997
through November 30, 1997,  consisting of a consolidated balance sheet (prepared
on a  divisional  basis)  and the  related  consolidated  statements  of income,
stockholders' equity and cash flows for the period ending on each such date, all
in reasonable  detail and certified by the chief financial officer of Union that
they fairly present, in all material respects,  the financial condition of Union
and its  Subsidiaries  as at the  dates  indicated  and  the  results  of  their
operations  and their cash flows for the periods  indicated,  subject to changes
resulting from audit and normal year-end  adjustments,  (iii) audited  financial
statements of the Company and its  Subsidiaries  for the period ending  December
31, 1996,  consisting of consolidated and  consolidating  balance sheets and the
related  consolidated  and  consolidating  statements  of income,  stockholders'
equity and cash flows for such period,  (iv) unaudited  financial  statements of
Company  and its  Subsidiaries  for the  period  from  January  1, 1997  through
December 31, 1997,  consisting of a  consolidated  balance sheet and the related
consolidated  statements of income,  stockholders' equity and cash flows for the
period ending on each such date,  all in reasonable  detail and certified by the
chief financial officer of the Company that they fairly present, in all material
respects,  the financial condition of the Company and its Subsidiaries as at the
dates indicated and the results of their operations and their cash flows for the
periods  indicated,  subject to changes resulting from audit and normal year-end
adjustments,   (v)  pro  forma  combined  balance  sheets  of  Company  and  its
Subsidiaries  as at November  30,  1997,  prepared in  accordance  with GAAP and
reflecting the consummation of the Merger,  the related financings and the other
transactions  contemplated  by the Loan  Documents  and the Related  Agreements,
which pro forma financial statements shall be in form and substance satisfactory
to Lenders, and (vi) the Projections.

     Q.  SOLVENCY   ASSURANCES.   On  the  Effective  Date,   Arranging  Agents,
Co-Administrative  Agents and  Lenders  shall have  received  (i) a letter  from
Murray Devine & Co. dated the Effective Date and addressed to Arranging  Agents,
Co-Administrative  Agents and Lenders,  in form and  substance  satisfactory  to
Arranging  Agents  and  Lenders  and  with  appropriate  attachments  and (ii) a
certificate  from the chief  financial  officer of Company,  in form,  scope and
substance  satisfactory to Arranging Agents,  with appropriate  attachments,  in
each case  demonstrating  that,  after giving effect to the  consummation of the
Union  Acquisition  and  the  making  of  the  Tranche  C  Term  Loans  and  the
Delayed-Draw Term Loans, Company and its Subsidiaries will be Solvent.

     R. REPAYMENT OF REVOLVING  LOANS. On the Effective Date,  Arranging  Agents
shall have received evidence  reasonably  satisfactory to them that after giving
effect to the payment of  consideration  for the Tendered Union Shares,  and the
payment of Transaction Costs, the remaining proceeds of the Tranche C Term Loans
(other than the amount of the  Delayed-Draw  Term Loans) shall be applied on the
Effective Date to repay Revolving Loans.

     S.  PERFECTION  OF  SECURITY  INTERESTS  IN  PERSONAL  PROPERTY  AND  MIXED
COLLATERAL.  Company shall have taken or caused to be taken such actions in such
a manner so that Collateral Agent has, for the benefit of Agents and Lenders,  a
valid and perfected  first  priority  security  interest in the entire  personal
property and mixed  Collateral  (subject to Liens permitted by this  Agreement);
provided,  however, that prior to the Union Merger, (i) Merger Sub shall only be
required to provide a first priority security interest in any Union Common Stock
acquired through the Tender Offer to the extent  requested by  Co-Administrative
Agents and to the extent such Union  Common  Stock can be pledged in  compliance
with  applicable  law and (ii) Company  shall not be required to provide a first
priority  security  interest in the assets of Union or any of its  Subsidiaries.
Such actions shall include, without limitation: (i) the delivery pursuant to the
applicable Collateral Documents of (a) certificates (which certificates shall be
properly  endorsed in blank for transfer or accompanied  by irrevocable  undated
stock powers duly endorsed in blank,  all in form and substance  satisfactory to
Chase  Co-Administrative  Agent) representing all of the shares of capital stock
required  to be  pledged  pursuant  to the  Collateral  Documents,  and  (b) all
promissory notes or other instruments (duly endorsed,  where  appropriate,  in a
manner reasonably satisfactory to Chase Co-Administrative  Agent) evidencing any
Collateral;  (ii) delivery to Agents of (a) the results of a recent search, by a
Person  satisfactory  to Agents,  of all effective UCC financing  statements and
fixture  filings and all judgment and tax lien filings  which may have been made
with  respect to any personal or mixed  property of Union and its  Subsidiaries,
together  with copies of all such filings  disclosed  by such search;  (iii) the
delivery to Chase  Co-Administrative  Agent of UCC financing statements executed
by the applicable  Loan Parties as to all such  Collateral  granted by such Loan
Parties  for all  jurisdictions  as may be  necessary  or  desirable  to perfect
Collateral  Agent's security interest in such Collateral;  and (iv) the delivery
to Chase  Co-Administrative  Agent of evidence reasonably  satisfactory to Chase
Co-Administrative  Agent that all other filings (including,  without limitation,
UCC  termination  statements  and  filings  with the  United  States  Patent and
Trademark Office of trademark assignments for all trademarks used by Company and
its Subsidiaries registered in the United States),  recordings and other actions
that either Chase Co-Administrative Agent or Collateral Agent deems necessary or
advisable to establish,  preserve and perfect the first  priority Liens (subject
to Liens  consented  to in writing  by  Co-Administrative  Agents and  Requisite
Lenders or permitted by subsection 7.2 with respect to such Collateral)  granted
to Collateral Agent in personal and mixed property shall have been made.

     T.  TRANSACTION  COSTS.  Company shall have delivered to  Co-Administrative
Agents a schedule, in a form satisfactory to Co-Administrative  Agents,  setting
forth Company's  reasonable  best estimate of the Transaction  Costs (other than
amounts payable to Agents and Lenders) relating to the Union Acquisition.

     U. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS. Company shall
have delivered to Chase  Co-Administrative  Agent an Officer's  Certificate,  in
form and substance satisfactory to Chase Co-Administrative  Agent, to the effect
that the representations and warranties in Section 5 hereof are true and correct
in all material  respects on and as of the Effective  Date to the same extent as
though made on and as of such date and that Company shall have  performed in all
material  respects  all  agreements  and  satisfied  all  conditions  which this
Agreement  provides  shall be  performed  or satisfied by them on or before such
date,  except  as  otherwise  disclosed  to and  agreed to in  writing  by Chase
Co-Administrative Agent.

     Each Lender, by delivering its signature page to this Agreement and, in the
case of Lenders having Tranche C Term Loan Exposure, funding its initial Tranche
C Term Loans on the Effective Date, shall be deemed to have acknowledged receipt
of,  and  consented  to and  approved  (as  long as  substantially  in the  form
delivered to Lenders  including any changed pages thereto delivered to Lenders),
each Loan Document and each other document  required to be approved by Requisite
Lenders or Lenders, as applicable.

4.3  CONDITIONS TO DELAYED-DRAW TERM LOANS.

     The  obligations  of Lenders to make the  Delayed-Draw  Term Loans are,  in
addition to the conditions  precedent  specified in subsection  4.4,  subject to
satisfaction of the following conditions:

     A.   CONSUMMATION OF UNION MERGER.

          (i) The Union Merger shall have been consummated pursuant to the Union
     Acquisition  Agreement  and no provision  of such  thereof  shall have been
     amended, supplemented, waived or otherwise modified in any material respect
     without the prior consent of the Agents.

          (ii) All of the issued and  outstanding  Union  Common  Stock shall be
     owned by the Company.

          (iii) After giving effect to the  consummation of the Union Merger and
     the payment of any  portion of the  aggregate  consideration  for the Union
     Common Stock (and any related  transaction  fees and expenses) that becomes
     due and payable  thereupon,  the aggregate amount of the consideration paid
     for the Union Common  Stock (and all such  transaction  fees and  expenses)
     shall not exceed $207,500,000.

          (iv)  Concurrently  with the  consummation  of the Union  Merger,  all
     existing  Indebtedness of Union and its Subsidiaries in respect of borrowed
     money (other than obligations with respect to industrial development bonds)
     shall be repaid in full, except for the Union Letters of Credit.

          (v) The  execution  by  Union  and  each of its  Subsidiaries  and the
     delivery thereof to Chase  Co-Administrative  Agent and Collateral Agent of
     counterparts to the Subsidiary Guaranty.

          (vi) Arranging Agents shall have received an Officer's  Certificate of
     Company to the effect set forth in clauses (i)-(v) above.

     B.  PERFECTION OF SECURITY  INTERESTS IN UNION PERSONAL  PROPERTY AND MIXED
COLLATERAL.  Company shall have taken or caused to be taken such actions in such
a manner so that Collateral Agent has, for the benefit of Agents and Lenders,  a
valid and perfected first priority  security  interest in all of the outstanding
capital stock of Union and in the entire personal  property and mixed Collateral
(subject to Liens  permitted by this  Agreement) of Union and its  Subsidiaries.
Such actions shall include,  without limitation:  (i) the execution by Union and
each of its  Subsidiaries  and the delivery  thereof to Chase  Co-Administrative
Agent and Collateral  Agent of  counterparts to the Pledge  Agreement,  Security
Agreement,  Limited Partnership  Security Agreement and the Patent and Trademark
Security  Agreement;  (ii) the delivery  pursuant to the  applicable  Collateral
Documents of (a) certificates  (which certificates shall be properly endorsed in
blank for  transfer or  accompanied  by  irrevocable  undated  stock powers duly
endorsed  in  blank,   all  in  form  and   substance   satisfactory   to  Chase
Co-Administrative  Agent)  representing  all  of the  shares  of  capital  stock
required  to be  pledged  pursuant  to the  Collateral  Documents,  and  (b) all
promissory notes or other instruments (duly endorsed,  where  appropriate,  in a
manner reasonably satisfactory to Chase Co-Administrative  Agent) evidencing any
Collateral of Union and its  Subsidiaries;  (iii)  delivery to Agents of (a) the
results of a recent search, by a Person satisfactory to Agents, of all effective
UCC  financing  statements  and fixture  filings and all  judgment  and tax lien
filings which may have been made with respect to any personal or mixed  property
of any Loan Party,  together  with copies of all such filings  disclosed by such
search;  (iv) the  delivery to Chase  Co-Administrative  Agent of UCC  financing
statements  executed by the  applicable  Loan Parties as to all such  Collateral
granted  by such Loan  Parties  for all  jurisdictions  as may be  necessary  or
desirable to perfect  Collateral  Agent's security  interest in such Collateral;
and (v) the  delivery to Chase  Co-Administrative  Agent of evidence  reasonably
satisfactory to Chase Co-Administrative Agent that all other filings (including,
without  limitation,  UCC  termination  statements  and filings  with the United
States Patent and Trademark  Office of trademark  assignments for all trademarks
used  by  Company  and  its  Subsidiaries  registered  in  the  United  States),
recordings  and other  actions  that  either  Chase  Co-Administrative  Agent or
Collateral Agent deems necessary or advisable to establish, preserve and perfect
the  first  priority  Liens  (subject  to  Liens  consented  to  in  writing  by
Co-Administrative  Agents and Requisite  Lenders or permitted by subsection  7.2
with respect to such  Collateral)  granted to  Collateral  Agent in personal and
mixed property shall have been made.

4.4  CONDITIONS TO ALL LOANS.

     The  obligations  of Lenders to make Loans on each Funding Date are subject
to the following further conditions precedent:

     A. Chase  Co-Administrative  Agent  shall have  received  on or before that
Funding  Date,  in  accordance  with  the  provisions  of  subsection  2.1B,  an
originally executed Notice of Borrowing,  signed by the chief executive officer,
the chief  financial  officer or the  controller  of Company or by any executive
officer of Company designated by any of the  above-described  officers on behalf
of Company in a writing delivered to Chase Co-Administrative Agent.

     B.       As of that Funding Date:

          (i) The  representations  and warranties  contained  herein and in the
     other Loan Documents shall be true and correct in all material  respects on
     and as of that  Funding Date to the same extent as though made on and as of
     that  date,  except  to the  extent  such  representations  and  warranties
     specifically relate to an earlier date, in which case such  representations
     and warranties shall have been true and correct in all material respects on
     and as of such earlier date;

          (ii) No event shall have  occurred and be  continuing  or would result
     from the  consummation  of the  borrowing  contemplated  by such  Notice of
     Borrowing that would constitute an Event of Default or a Potential Event of
     Default;

          (iii) Each Loan Party shall have  performed in all  material  respects
     all agreements  and satisfied all  conditions  which this Agreement and the
     other Loan  Documents  provide  shall be performed or satisfied by it on or
     before that Funding Date;

          (iv)  No  order,  judgment  or  decree  of any  court,  arbitrator  or
     governmental  authority shall purport to enjoin or restrain any Lender from
     making the Loans to be made by it, on that Funding Date;

          (v) The making of the Loans  requested  on such Funding Date shall not
     violate any law including, without limitation,  Regulation G, Regulation T,
     Regulation  U or  Regulation  X of the Board of  Governors  of the  Federal
     Reserve System; and

          (vi)  There  shall not be pending  or, to the  knowledge  of  Company,
     threatened,  any action, suit,  proceeding,  governmental  investigation or
     arbitration  against or affecting Company or any of its Subsidiaries or any
     property of Company or any of its Subsidiaries  that has not been disclosed
     by Company in writing and that is required to be so  disclosed  pursuant to
     subsection  5.6 or 6.1(x) prior to the making of the last  preceding  Loans
     (or,  in the  case  of the  initial  Tranche  C Term  Loans,  prior  to the
     execution of this Agreement),  and there shall have occurred no development
     not so  disclosed  in  any  such  action,  suit,  proceeding,  governmental
     investigation  or  arbitration so disclosed  that, in either event,  in the
     opinion of Chase  Co-Administrative Agent or of Requisite Lenders, would be
     expected to have a Material  Adverse  Effect;  and no  injunction  or other
     restraining  order  shall  have  been  issued  and no  hearing  to cause an
     injunction  or other  restraining  order to be issued  shall be  pending or
     noticed with respect to any action, suit or proceeding seeking to enjoin or
     otherwise  prevent the consummation of, or to recover any damages or obtain
     relief as a result of, the  transactions  contemplated by this Agreement or
     the making of Loans hereunder.

4.5  CONDITIONS TO LETTERS OF CREDIT.

     The  issuance  of any  Letter  of  Credit  hereunder  (whether  or not  the
applicable  Issuing  Lender is  obligated  to issue  such  Letter of  Credit) is
subject to the following conditions precedent:

     A. On or  before  the date of  issuance  of the  initial  Letter  of Credit
pursuant to this Agreement, the initial Loans shall have been made.

     B. On or  before  the date of  issuance  of such  Letter of  Credit,  Chase
Co-Administrative  Agent shall have received,  in accordance with the provisions
of subsection  3.1B(i),  an originally  executed Notice of Issuance of Letter of
Credit,  signed by the chief executive  officer,  the chief financial officer or
the controller of Company or by any executive  officer of Company  designated by
any of the above-described  officers on behalf of Company in a writing delivered
to Chase Co-Administrative  Agent, together with all other information specified
in subsection  3.1B(i) and such other documents or information as the applicable
Issuing  Lender may reasonably  require in connection  with the issuance of such
Letter of Credit.

     C. On the  date of  issuance  of such  Letter  of  Credit,  all  conditions
precedent  described in subsection 4.4B shall be satisfied to the same extent as
if the  issuance of such Letter of Credit were the making of a Loan and the date
of issuance of such Letter of Credit were a Funding Date.


                                   SECTION 5.
                         REPRESENTATIONS AND WARRANTIES

     In order to induce  Lenders  to enter into this  Agreement  and to make (or
maintain,  as the case may be) the Loans,  to induce Issuing Lender to issue (or
maintain,  as the case may be) Letters of Credit and to induce other  Lenders to
purchase participations therein, Company represents and warrants to each Lender,
on the date of this Agreement,  on the Effective Date, on each Funding Date, and
on the date of issuance of each Letter of Credit, that the following  statements
are true and correct:

5.1  ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING, BUSINESS AND 
     SUBSIDIARIES.

     A. ORGANIZATION AND POWERS. Each Corporate Loan Party is a corporation duly
organized,  validly existing and in good standing under the laws of its state of
incorporation.  Each  Partnership  Loan Party is a duly  organized  and  validly
existing limited partnership under the laws of its jurisdiction of formation and
is in good  standing  in such  jurisdiction.  Each Loan Party has all  requisite
corporate or partnership (as applicable)  power and authority to own and operate
its properties,  to carry on its business as now conducted and as proposed to be
conducted,  to enter into the Loan  Documents and to carry out the  transactions
contemplated thereby. Company has all requisite corporate power and authority to
issue and pay the Notes.

     B. QUALIFICATION AND GOOD STANDING.  Each Corporate Loan Party is qualified
to do  business  and in good  standing,  and  each  Partnership  Loan  Party  is
authorized  as  a  foreign  limited   partnership  to  do  business,   in  every
jurisdiction  where its assets are located and  wherever  necessary to carry out
its business and operations,  except in jurisdictions where the failure to be so
qualified,  authorized  or in good  standing  has not had and  will  not  have a
Material Adverse Effect.

     C. CONDUCT OF BUSINESS.  Company and its  Subsidiaries  are engaged only in
the businesses permitted to be engaged in pursuant to subsection 7.11.

     D. COMPANY AND  SUBSIDIARIES.  All of the Subsidiaries of Company as of the
Effective  Date after giving effect to the Union  Acquisition  are identified in
Schedule  5.1  annexed  hereto.  The  capital  stock  of  each  of the  domestic
Subsidiaries  of Company  identified  in Schedule  5.1 annexed  hereto which are
corporations is duly authorized,  validly issued,  fully paid and  nonassessable
and,  other than the capital  stock of Union  prior to the Merger,  none of such
capital  stock  constitutes  Margin Stock.  The limited and general  partnership
interests  of each of the  subsidiaries  of Company  identified  in Schedule 5.1
annexed  hereto  which are limited  partnerships  are duly and  validly  issued.
Company and each of the domestic  Subsidiaries of Company identified in Schedule
5.1 annexed  hereto are duly  organized,  validly  existing and in good standing
under the laws of their  respective  jurisdictions of incorporation or formation
set forth therein,  have full corporate or partnership (as applicable) power and
authority to own their assets and  properties  and to operate their  business as
presently owned and conducted and as proposed to be conducted, and are qualified
to do business and in good standing in every jurisdiction where their assets are
located and wherever  necessary to carry out their business and  operations,  in
each case except where  failure to be so qualified or in good standing or a lack
of such  corporate  power and authority has not had and will not have a Material
Adverse Effect.  Schedule 5.1 annexed hereto  correctly sets forth the ownership
interest of Company in each of its Subsidiaries identified therein.

5.2  AUTHORIZATION OF BORROWING, ETC.

     A. AUTHORIZATION OF BORROWING.  The execution,  delivery and performance of
the Loan  Documents and the Related  Agreements  and the issuance,  delivery and
payment of the Notes have been duly authorized by all necessary corporate and/or
partnership  (as  applicable)  action  on the part of each of the  Loan  Parties
thereto.

     B. NO CONFLICT. After giving effect to the consummation of the transactions
contemplated hereby to occur on the Effective Date, the execution,  delivery and
performance  by each of the Loan  Parties of the Loan  Document  and the Related
Agreements to which they are parties, the issuance,  delivery and payment of the
Notes  and  the  consummation  of the  transactions  contemplated  by  the  Loan
Documents  do not and  will  not (i)  violate  any  provision  of any law or any
governmental   rule  or   regulation   applicable  to  Company  or  any  of  its
Subsidiaries,  the Certificate or Articles of  Incorporation or Bylaws (or other
analogous  organizational document) of Company or any of its Subsidiaries or any
order,  judgment or decree of any court or other agency of government binding on
Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or
constitute  (with  due  notice  or lapse of time or both) a  default  under  any
Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or
require the creation or  imposition  of any Lien upon any of the  properties  or
assets of Company or any of its Subsidiaries (other than any Liens created under
any of the Loan Documents in favor of Chase Co-Administrative Agent on behalf of
Lenders),  or (iv)  require  any  approval  of  stockholders  or partners or any
approval or consent of any Person under any Contractual Obligation of Company or
any of its  Subsidiaries,  except for such  approvals or consents  which will be
obtained on or before the Effective Date.

     C. GOVERNMENTAL  CONSENTS.  The execution,  delivery and performance by the
Loan  Parties of the Loan  Documents  and Related  Agreements  to which they are
party,  the issuance,  delivery and payment of the Notes and the consummation of
the transactions  contemplated by the Loan Documents 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 or  regulatory
body  except  for such  registrations,  consents,  approvals,  notices  or other
actions which will be made, obtained or taken on or before the Effective Date.

     D.  BINDING  OBLIGATION.  Each  of  the  Loan  Documents  and  the  Related
Agreements  has been duly  executed  and  delivered  by each of the Loan Parties
party thereto and is the legally valid and binding  obligation of each such Loan
Party,  enforceable  against such Loan Party in accordance  with its  respective
terms,  except as 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.

     E. VALID ISSUANCE OF SUBORDINATED  NOTES.  The  Subordinated  Notes are the
legally valid and binding obligations of Company, enforceable against Company in
accordance with their respective terms,  except as 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.  The subordination  provisions of the Subordinated Notes will be
enforceable  against  the holders  thereof and the Loans and all other  monetary
Obligations  hereunder  are and will be within the  definition  of "Senior Debt"
included in such provisions.  The Subordinated Notes, when issued and sold, will
either (a) have been registered or qualified under applicable  federal and state
securities laws or (b) be exempt therefrom.

5.3  FINANCIAL CONDITION; PROJECTIONS.

     A. FINANCIAL  STATEMENTS.  Company has heretofore  delivered to Lenders, at
Lenders' request,  the following financial  statements and information:  (i) the
audited  consolidated  balance sheets of Company and its Subsidiaries  (or, with
respect to years prior to 1995,  Account  Portfolios,  L.P. (as  predecessor  of
Company) and its Subsidiaries) as at December 31 of 1994, 1995 and 1996, and the
related audited consolidated statements of operations,  stockholders' equity and
cash flows of Company and its Subsidiaries for the periods then ended,  together
with the report on such consolidated  financial  statements of Deloitte & Touche
LLP setting forth in each case in comparative form the corresponding figures for
the previous  Fiscal Year (other than the Fiscal Year ending December 31, 1992),
(ii) the unaudited consolidated balance sheet of Company and its Subsidiaries as
at  September  30, 1997 and the related  unaudited  consolidated  statements  of
income,  stockholders' equity and cash flows of Company and its Subsidiaries for
the nine months  then ended,  together  with the  corresponding  figures for the
corresponding   periods  of  the  previous   Fiscal  Year,   (iii)  the  audited
consolidated  balance sheet of Payco and its  subsidiaries  as at December 31 of
1993,  1994 and 1995,  and the audited  consolidated  statement  of  operations,
stockholders'  equity,  and cash  flows of Payco  and its  Subsidiaries  for the
fiscal year then ended, together with the report on such consolidated  financial
statements  of Arthur  Andersen  & Co.  setting  forth in  comparative  form the
corresponding  figures for the previous  fiscal year (other than the fiscal year
ending  December 31,  1992),  (iv) the unaudited  consolidated  balance sheet of
Payco  and its  Subsidiaries  as at June  30,  1996  and the  related  unaudited
consolidated  statements of operations,  stockholders'  equity and cash flows of
Payco and its  Subsidiaries  for the six months  then ended,  together  with the
corresponding  figures for the corresponding  period of the previous fiscal year
(other than the fiscal year ending  December  31,  1992),  (v) the  consolidated
balance sheet of Accelerated  and its  Subsidiaries  as at July 31, 1997 and the
related consolidated  statements of income,  stockholders' equity and cash flows
of Accelerated and its  Subsidiaries  for the seven months then ended,  together
with the corresponding figures for the corresponding period ending on July 31 of
the previous year,  (vi) the audited  consolidated  balance sheet of NSA and its
Subsidiaries  as at December  31,  1996,  and the related  audited  consolidated
statements  of  income,  stockholders'  equity  and  cash  flows  of NSA and its
Subsidiaries  for the  period  then  ended,  together  with the  report  on such
consolidated  financial  statements of Weisberg,  Polansky,  Kulberg,  Einhorn &
Mole, LLP setting forth in comparative  form the  corresponding  figures for the
previous fiscal year of NSA, (vii) the consolidated balance sheet of NSA and its
Subsidiaries  as at December  31,  1995,  and the related  audited  consolidated
statements  of  income,  stockholders'  equity  and  cash  flows  of NSA and its
Subsidiaries  for the fiscal  year of NSA then  ended,  (viii) the  consolidated
balance  sheet of NSA and its  Subsidiaries  as at July 31, 1997 and the related
consolidated  statements of income,  stockholders'  equity and cash flows of NSA
and its  Subsidiaries  for the  seven  months  then  ended,  together  with  the
corresponding  figures for the corresponding period of the previous fiscal year,
and  (ix)  the  financial  statements  required  to  be  delivered  pursuant  to
subsection  4.2P. All such  statements were prepared in conformity with GAAP and
fairly  present,  in  all  material  respects,  the  financial  position  (on  a
consolidated basis) of the entities described in such financial statements as at
the respective  dates thereof and the results of operations and cash flows (on a
consolidated  basis) of the entities  described  therein for each of the periods
then ended, subject, in the case of any such unaudited financial statements,  to
changes resulting from audit and normal year-end  adjustments and the absence of
footnote  disclosure  required in accordance with GAAP. Neither Company,  Payco,
Accelerated  nor NSA has (and did not  immediately  following the funding of the
initial Loans under the Existing  Credit  Agreement,  have),  and Union does not
(and will not  immediately  following  the  funding of the Tranche C Term Loans)
have, any Contingent  Obligation,  contingent  liability or liability for taxes,
long-term lease or unusual forward or long-term commitment that is not reflected
in the most recent financial  statements delivered pursuant to subsection 6.1 of
the Existing Credit Agreement,  or subsection  4.2P(ii) of this Agreement in the
case of Union,  the notes  thereto  and  which in any such case is  material  in
relation to the business,  operations,  properties, assets, condition (financial
or  otherwise)  or prospects of Company and its  Subsidiaries  taken as a whole.
Notwithstanding  the  foregoing,  Company  shall  not  be  deemed  to  make  any
representation  hereunder with respect to the financial  statements described in
clause (ix) of this subsection prior to consummation of the Union Acquisition.

     B. PROJECTIONS.  On and as of the Effective Date, the financial projections
of Company and its  Subsidiaries  for the period from  December 31, 1996 through
December 31, 2004 (giving effect to the Union Acquisition)  previously delivered
to Lenders (the "PROJECTIONS") are based on good faith estimates and assumptions
made  by  the  management  of  Company,  it  being  recognized,   however,  that
projections  as to  future  events  are not to be  viewed  as facts and that the
actual  results  during  the period or periods  covered by the  Projections  may
differ from the  projected  results and that the  differences  may be  material.
Notwithstanding the foregoing,  as of the Effective Date,  management of Company
believed that the Projections were reasonable and attainable.

5.4  NO MATERIAL ADVERSE CHANGE; NO RESTRICTED JUNIOR PAYMENTS.

     Since December 31, 1996, no event or change has occurred that has caused or
evidences,  either in any case or in the aggregate,  a Material  Adverse Effect.
Since the Closing Date, neither Company nor any of its Subsidiaries has directly
or indirectly declared,  ordered, paid or made, or set apart any sum or property
for,  any  Restricted  Junior  Payment or agreed to do so except as permitted by
subsection 7.5.

5.5  TITLE TO PROPERTIES; LIENS.

     After giving effect to the  transactions  contemplated by this Agreement to
occur on the Effective Date, Company and its Subsidiaries have good,  sufficient
and legal title to all of their  respective  properties and assets  reflected in
the financial  statements referred to in the financial statements referred to in
subsection 5.3 or in the most recent financial  statements delivered pursuant to
subsection 6.1 of the Existing Credit  Agreement,  except for assets disposed of
since the date of such financial  statements in the ordinary  course of business
or as otherwise  permitted  under  subsection  7.7.  Except as permitted by this
Agreement, all such properties and assets are free and clear of Liens.

5.6  LITIGATION; ADVERSE FACTS.

     There  is  no  action,  suit,   proceeding,   arbitration  or  governmental
investigation  (whether  or not  purportedly  on behalf of Company or any of its
Subsidiaries) 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 Company,
threatened  against  or  affecting  Company  or any of its  Subsidiaries  or any
property of Company or any of its Subsidiaries  that, either  individually or in
the  aggregate   together  with  all  other  such   actions,   proceedings   and
investigations,  has had,  or could  reasonably  be  expected  to  result  in, a
Material  Adverse  Effect,  it being  understood,  solely for  purposes  of this
sentence, that any money judgments or settlements the occurrence of which do not
give rise to an Event of  Default  under  subsection  8.8 shall not be deemed to
have a Material  Adverse Effect.  Neither Company nor any of its Subsidiaries is
or has  been  (i) in  violation  of  any  applicable  law  (including  any  Debt
Collection  Laws) that has had, or could  reasonably be expected to result in, a
Material  Adverse  Effect,  it being  understood for purposes of this clause (i)
that any such  violation  which results in money  judgments or  settlements  the
occurrence of which do not give rise to an Event of Default under subsection 8.8
shall not be deemed to have a Material Adverse Effect,  or (ii) subject to or in
default with respect to any final judgment,  writ,  injunction,  decree, rule or
regulation of any court or any federal,  state,  municipal or other governmental
department,  commission,  board, bureau, agency or instrumentality,  domestic or
foreign,  that has had, or could reasonably be expected to result in, a Material
Adverse Effect.

5.7  PAYMENT OF TAXES.

     Except to the extent  permitted by subsection 6.3, all material tax returns
and reports of Company and its Subsidiaries  required to be filed by any of them
have been timely  filed,  and all material  taxes,  assessments,  fees and other
governmental charges upon Company and its Subsidiaries and upon their respective
properties,  assets, income, businesses and franchises which are due and payable
have been paid when due and  payable.  Company does not know of any proposed tax
assessment against Company or any of its Subsidiaries other than those which are
being  actively  contested  by Company or such  Subsidiary  in good faith and by
appropriate  proceedings and for which reserves or other appropriate provisions,
if any,  as may be  required  in  conformity  with GAAP  shall have been made or
provided therefor.

5.8  PERFORMANCE OF AGREEMENTS; MATERIALLY ADVERSE AGREEMENTS.

     A.  Neither  Company  nor  any of its  Subsidiaries  is in  default  in the
performance,  observance or fulfillment of any of the obligations,  covenants or
conditions  contained in any of its  Contractual  Obligations,  and no condition
exists  that,  with the  giving of  notice  or the lapse of time or both,  would
constitute such a default, except where the consequences, direct or indirect, of
such default or defaults, if any, would not have a Material Adverse Effect.

     B.  Neither  Company  nor  any  of its  Subsidiaries  is a  party  to or is
otherwise  subject  to any  agreement  or  instrument  or any  charter  or other
internal  restriction which has had, or could reasonably be expected (based upon
assumptions that are reasonable at the time made) to result in,  individually or
in the aggregate, a Material Adverse Effect.

5.9  GOVERNMENTAL REGULATION.

     Neither Company nor any of its  Subsidiaries is subject to regulation under
the Public  Utility  Holding  Company Act of 1935,  the Federal  Power Act,  the
Interstate Commerce Act or the Investment Company Act of 1940 or under any other
federal or state  statute  or  regulation  which may limit its  ability to incur
Indebtedness or which may otherwise render all or any portion of the Obligations
unenforceable.

5.10 SECURITIES ACTIVITIES.

     Neither Company nor any of its Subsidiaries is engaged  principally,  or as
one of its  important  activities,  in the business of extending  credit for the
purpose of purchasing or carrying any Margin Stock.

5.11 EMPLOYEE BENEFIT PLANS.

     A. Company and each of its ERISA  Affiliates are in substantial  compliance
with all applicable  provisions and  requirements  of ERISA with respect to each
Employee Benefit Plan, and have  substantially  performed all their  obligations
under each Employee Benefit Plan,  except to the extent that any  non-compliance
with ERISA or any such failure to perform would not result in material liability
of Company or any of its ERISA Affiliates.

     B. No ERISA Event has occurred  which has resulted or is reasonably  likely
to result in any material liability to the PBGC or to any other Person.

     C.  Except to the  extent  required  under  Section  4980B of the  Internal
Revenue  Code  and/or  Section  601 of  ERISA,  neither  Company  nor any of its
Subsidiaries  maintains or contributes to any employee  welfare benefit plan (as
defined in  Section  3(1) of ERISA)  that  provides  health or welfare  benefits
(through  the  purchase of  insurance  or  otherwise)  for any retired or former
employees of Company or any of its  Subsidiaries,  except to the extent that the
provision of such benefits would not have a Material Adverse Effect.

     D. No Pension  Plan has an  Unfunded  Current  Liability  in an amount that
would have a Material Adverse Effect.

5.12 CERTAIN FEES.

     No broker's or finder's fee or  commission  will be payable with respect to
this Agreement or any of the loan transactions  contemplated hereby, and Company
hereby  indemnifies  Lenders  against,  and  agrees  that it will  hold  Lenders
harmless from, any claim,  demand or liability for any such broker's or finder's
fees alleged to have been incurred in  connection  herewith or therewith and any
expenses  (including  reasonable  fees,  expenses and  disbursements of counsel)
arising in connection with any such claim, demand or liability.

5.13 ENVIRONMENTAL PROTECTION.

     Except as set forth on Schedule  5.13 annexed  hereto or as will not result
in a Material Adverse Effect:

          (i) the operations of Company and each of its Subsidiaries (including,
     without limitation,  all operations and conditions at or in the Facilities)
     comply in all material respects with all Environmental Laws;

          (ii) Company and each of its  Subsidiaries  have obtained all material
     Governmental  Authorizations  under  Environmental  Laws necessary to their
     respective operations, and all such Governmental Authorizations are in good
     standing,  and Company and each of its  Subsidiaries are in compliance with
     all material terms and conditions of such Governmental Authorizations;

          (iii) neither Company nor any of its Subsidiaries has received (a) any
     notice or claim to the effect  that it is or may be liable to any Person as
     a result of or in connection with any Hazardous Materials or (b) any letter
     or  request  for  information   under  Section  104  of  the  Comprehensive
     Environmental  Response,  Compensation,  and Liability  Act (42 U.S.C.  ss.
     9604) or comparable state laws, and, to the best knowledge of Company, none
     of the operations of Company or any of its  Subsidiaries  is the subject of
     any federal or state  investigation  relating to or in connection  with any
     Hazardous Materials at any Facility or at any other location;

          (iv) none of the operations of Company or any of its  Subsidiaries  is
     subject to any judicial or administrative proceeding alleging the violation
     of or liability under any Environmental Laws;

          (v) to the  knowledge  of  Company,  neither  Company  nor  any of its
     Subsidiaries  nor any of their  respective  Facilities  or  operations  are
     subject to any outstanding written order or agreement with any governmental
     authority or private party  relating to (a) any  Environmental  Laws or (b)
     any Environmental Claims;

          (vi)  neither  Company nor any of its  Subsidiaries  has any  material
     contingent  liability  in  connection  with any  Release  of any  Hazardous
     Materials by Company or any of its Subsidiaries;

          (vii)  neither  Company  nor  any  of  its  Subsidiaries  nor,  to the
     knowledge of Company, any predecessor of Company or any of its Subsidiaries
     has filed any notice under any Environmental Law indicating past or present
     treatment or Release of Hazardous  Materials at any  Facility,  and none of
     Company's or any of its Subsidiaries'  operations  involves the generation,
     transportation,  treatment,  storage or disposal  of  hazardous  waste,  as
     defined under 40 C.F.R. Parts 260-270 or any state equivalent;

          (viii) to the knowledge of Company, no Hazardous Materials exist on or
     under any Facility in a manner that has a reasonable  possibility of giving
     rise  to an  Environmental  Claim,  and  neither  Company  nor  any  of its
     Subsidiaries  has filed any notice or report of a Release of any  Hazardous
     Materials  that  has  a  reasonable   possibility  of  giving  rise  to  an
     Environmental Claim;

          (ix) neither Company nor any of its Subsidiaries nor, to the knowledge
     of  Company,  any of their  respective  predecessors  has  disposed  of any
     Hazardous Materials in a manner that has a reasonable possibility of giving
     rise to an Environmental Claim;

          (x) to the  knowledge  of Company,  no  underground  storage  tanks or
     surface impoundments are on or at any Facility; and

          (xi) to the  knowledge  of  Company,  no Lien in favor  of any  Person
     relating to or in connection with any Environmental Claim has been filed or
     has been attached to any Facility.

5.14 EMPLOYEE MATTERS.

     There is no strike or work  stoppage in existence or  threatened  involving
Company or any of its  Subsidiaries  that could reasonably be expected to have a
Material Adverse Effect.

5.15 SOLVENCY.

     Each Loan Party is, and  Company  and its  Subsidiaries,  taken as a whole,
are, and, upon the  incurrence of any  Obligations by any Loan Party on any date
on which this representation is made, will be, Solvent.

5.16 MATTERS RELATING TO COLLATERAL.

     A. CREATION,  PERFECTION AND PRIORITY OF LIENS.  The execution and delivery
of the Collateral Documents by Loan Parties, together with (i) the actions taken
on or prior to the date  hereof  pursuant  to  subsection  4.2J of the  Original
Credit  Agreement,  subsections  4.3H,  4.4H  and  6.9  of the  Existing  Credit
Agreement and subsections  4.2S,  4.3B and 6.9 of this  Agreement,  and (ii) the
delivery  to  Collateral  Agent  of any  Pledged  Collateral  not  delivered  to
Collateral  Agent  at the  time of  execution  and  delivery  of the  applicable
Collateral  Document (all of which Pledged Collateral has been so delivered) are
effective to create in favor of  Collateral  Agent for the benefit of Agents and
Lenders,  as security for the respective Secured  Obligations (as defined in the
applicable  Collateral  Document  in  respect  of any  Collateral),  a valid and
perfected  first  priority  Lien on all of the  Collateral,  and all filings and
other actions  necessary or desirable to perfect and maintain the perfection and
first  priority  status of such Liens have been duly made or taken and remain in
full force and  effect,  other than the filing of any UCC  financing  statements
delivered  to  Collateral  Agent for filing (but not yet filed) and the periodic
filing of UCC  continuation  statements in respect of UCC  financing  statements
filed by or on behalf of Collateral Agent.

     B. GOVERNMENTAL AUTHORIZATIONS. No authorization,  approval or other action
by, and no notice to or filing with,  any  governmental  authority or regulatory
body is  required  for  either  (i) the pledge or grant by any Loan Party of the
Liens purported to be created in favor of Chase Co-Administrative Agent pursuant
to  any  of  the   Collateral   Documents   or  (ii)  the   exercise   by  Chase
Co-Administrative  Agent of any rights or remedies in respect of any  Collateral
(whether  specifically  granted or  created  pursuant  to any of the  Collateral
Documents or created or provided for by applicable  law),  except for filings or
recordings  contemplated by subsection  5.16A and except as may be required,  in
connection  with the  disposition of any Pledged  Collateral,  by laws generally
affecting the offering and sale of securities.

     C. ABSENCE OF  THIRD-PARTY  FILINGS.  Except such as may have been filed in
favor of Chase  Co-Administrative Agent as contemplated by subsection 5.16A, (i)
no effective UCC financing statement, fixture filing or other instrument similar
in effect covering all or any part of the Collateral is on file in any filing or
recording  office and (ii) no effective  filing  covering all or any part of the
intellectual  property  Collateral  is on file in the United  States  Patent and
Trademark Office.

     D. MARGIN REGULATIONS. The pledge of the Pledged Collateral pursuant to the
Collateral  Documents does not violate  Regulation G, Regulation T, Regulation U
or Regulation X of the Board of Governors of the Federal Reserve System.

     E. INFORMATION REGARDING COLLATERAL.  All information supplied to any Agent
by or on behalf of any Loan Party with respect to any of the Collateral (in each
case taken as a whole with respect to any particular Collateral) is accurate and
complete in all material respects.

5.17 RELATED AGREEMENTS.

     A. DELIVERY OF RELATED AGREEMENTS. Company has delivered to Agents complete
and correct  copies of each Related  Agreement and of all exhibits and schedules
thereto.

     B. PAYCO'S  WARRANTIES.  Except to the extent otherwise set forth herein or
in the schedules  hereto,  each of the  representations  and warranties given by
Payco to Company in the Payco Acquisition  Agreement was true and correct in all
material  respects  as of the Closing  Date (or as of any earlier  date to which
such  representation  and  warranty  specifically   relates),   subject  to  the
qualifications set forth in the schedules to the Payco Acquisition Agreement.

     C.  ACCELERATED'S  WARRANTIES  AND NSA'S  WARRANTIES.  Except to the extent
otherwise   set  forth  herein  or  in  the  schedules   hereto,   each  of  the
representations   and  warranties   given  by  Accelerated  to  Company  in  the
Accelerated  Acquisition  Agreement and by NSA to Company in the NSA Acquisition
Agreement  was  true  and  correct  in all  material  respects  as of the  First
Amendment  Date (or as of any  earlier  date to which  such  representation  and
warranty  specifically relates) in the case of the NSA Acquisition Agreement and
as of November 10, 1997 (or as of any earlier date to which such  representation
and warranty specifically  relates), in the case of the Accelerated  Acquisition
Agreement, in each case subject to the qualifications set forth in the schedules
to the Accelerated  Acquisition Agreement or the NSA Acquisition  Agreement,  as
applicable.

     D. UNION'S  WARRANTIES.  Except to the extent otherwise set forth herein or
in the schedules  hereto,  each of the  representations  and warranties given by
Union  to  Company  in the  Union  Acquisition  Agreement  and the  other  Union
Acquisition  Documents  is true and correct in all  material  respects as of the
date hereof (or as of any earlier date to which such representation and warranty
specifically  relates) and will be true and correct in all material  respects as
of the Effective  Date (or as of such earlier date, as the case may be), in each
case  subject  to the  qualifications  set forth in the  schedules  to the Union
Acquisition Agreement or the other Union Acquisition  Documents,  as applicable.
Notwithstanding  the  foregoing,  Company  shall  not  be  deemed  to  make  any
representation hereunder with respect to representations and warranties of Union
described in this subsection prior to consummation of the Union Acquisition.

     E. WARRANTIES OF COMPANY.  Subject to the  qualifications and the schedules
set forth  therein,  (i) each of the  representations  and  warranties  given by
Company to Payco in the Payco Acquisition  Agreement was true and correct in all
material respects as of the Closing Date, (ii) each of the  representations  and
warranties  given  by  Company  to  Accelerated  and  its  Subsidiaries  in  the
Accelerated  Acquisition Agreement was true and correct in all material respects
as of the November 10, 1997,  (iii) each of the  representations  and warranties
given by Company to NSA and its  Subsidiaries in the NSA  Acquisition  Agreement
was true and correct in all material respects as of the First Amendment Date and
(iv) each of the  representations and warranties given by Merger Sub to Union in
the Union Acquisition  Agreement is true and correct in all material respects as
of the date hereof (or its later date of execution) and will be true and correct
in  all  material  respects  as  of  the  Effective  Date.  Notwithstanding  the
foregoing, Company shall not be deemed to make any representation hereunder with
respect to  representations  and  warranties  described  in clause  (iv) of this
subsection prior to consummation of the Union Acquisition.

     F. SURVIVAL.  Notwithstanding  anything in the Payco Acquisition Agreement,
the Accelerated  Acquisition  Agreement,  the NSA  Acquisition  Agreement or the
Union  Acquisition  Agreement  to the  contrary,  (i)  the  representations  and
warranties of Company set forth in  subsections  5.17B and 5.17E(i)  shall,  for
purposes of this  Agreement,  survive the Closing Date for the benefit of Agents
and Lenders,  (ii) the  representations  and  warranties of Company set forth in
subsections 5.17C,  5.17E(ii) and 5.17E(iii) shall,  solely for purposes of this
Agreement,  survive  the First  Amendment  Date for the  benefit  of Agents  and
Lenders and (iii) the  representations  and  warranties  of Company set forth in
subsections 5.17D and 5.17(E)(iv) shall,  solely for purposes of this Agreement,
survive the Effective Date for the benefit of Agents and Lenders.

5.18 DISCLOSURE.

     A. LOAN  DOCUMENTS.  The  representations  of Company and its  Subsidiaries
contained in the Loan  Documents,  Related  Documents and in any other document,
certificate or written statement furnished to Lenders by or on behalf of Company
or  any  of  its  Subsidiaries  for  use in  connection  with  the  transactions
contemplated by this Agreement, when taken as a whole, do not contain any untrue
statement of a material  fact or omit to state a material fact (known to Company
or the  applicable  Subsidiary,  in the case of any  document  not  furnished by
Company or such Subsidiary)  necessary in order to make the statements contained
herein or therein not misleading in light of the circumstances in which the same
were made. Any projections and pro forma financial information contained in such
materials  are based upon good  faith  estimates  and  assumptions  believed  by
Company to be reasonable  at the time made, it being  recognized by Lenders that
such  projections  as to  future  events  are not to be viewed as facts and that
actual results during the period or periods covered by any such  projections may
differ from the projected results.  There is no fact known (or which should upon
the reasonable exercise of diligence be known) to Company (other than matters of
a general  economic  nature)  that has had, or could  reasonably  be expected to
result in, a Material  Adverse Effect and that has not been disclosed  herein or
in such other documents,  certificates  and statements  furnished to Lenders for
use in connection with the transactions contemplated hereby.

     B. TENDER OFFER  MATERIALS.  The Tender Offer  Materials do not contain any
untrue  statement of a material  fact or omit to state a material fact (known to
Company or any of its Subsidiaries, in the case of any document not furnished by
it) necessary in order to make the  statements  contained  herein or therein not
misleading in light of the circumstances in which the same were made.

5.19 SUBORDINATION OF SELLER NOTES.

     The subordination  provisions of the Existing Seller Note and any Permitted
Seller  Notes are  enforceable  against the holders  thereof,  and the Loans and
other  monetary  Obligations  hereunder are and will be within the definition of
"Senior Indebtedness" included in such provisions.

5.20 MARGIN LENDING MATTERS.

     At the time of the making of the  Delayed-Draw  Term Loans and after giving
effect to the Union Merger,  not more than 25% of the value of the assets of the
Company,  or of the Company and its Subsidiaries on a consolidated  basis, shall
constitute Margin Stock.  Neither the making of any Loan hereunder,  nor the use
of the proceeds thereof,  will violate or be inconsistent with the provisions of
Regulation G, T, U or X of the Board of Governors of the Federal  Reserve System
and no part of the  proceeds  of any Loan will be used to  purchase or carry any
Margin Stock in violation of Regulation G, T, U or X or to extend credit for the
purpose of purchasing or carrying any Margin Stock in violation of Regulation G,
T, U or X.


                                   SECTION 6.
                              AFFIRMATIVE COVENANTS

     Company  covenants  and  agrees  that,  so long  as any of the  Commitments
hereunder  shall remain in effect and until  payment in full of all of the Loans
and other  Obligations  and the  cancellation  or  expiration  of all Letters of
Credit,  unless  Requisite  Lenders shall otherwise give prior written  consent,
Company shall perform,  and shall cause each of its Subsidiaries to perform, all
covenants in this Section 6.

6.1  FINANCIAL STATEMENTS AND OTHER REPORTS.

     Company will maintain,  and cause each of its  Subsidiaries to maintain,  a
system of accounting  established  and  administered  in  accordance  with sound
business practices to permit  preparation of financial  statements in conformity
with GAAP.  Company  will  deliver to Chase  Co-Administrative  Agent (and Chase
Co-Administrative Agent will, after receipt thereof, deliver to each Lender):

          (i) Monthly  Financials:  as soon as available and in any event within
     (y) 45 days after each of the first two  calendar  months  ending after the
     Effective  Date,  and (z)  thereafter  within 30 days after the last day of
     each calendar month other than the last month of a Fiscal Quarter,  (a) the
     consolidated  balance sheets of Company and its  Subsidiaries as at the end
     of each  fiscal  month  ending  after the  Effective  Date and the  related
     consolidated  statements of income,  stockholders' equity and cash flows of
     Company  and its  Subsidiaries  for such month and for the period  from the
     beginning of the then current Fiscal Year to the end of such month, setting
     forth in each case in comparative  form the  corresponding  figures for the
     corresponding  periods of the  previous  fiscal year and the  corresponding
     figures from the consolidated  plan and financial  forecast for the current
     Fiscal Year delivered pursuant to subsection  6.1(xiii),  all in reasonable
     detail and  certified by the chief  financial  officer of Company that they
     fairly  present,  in all  material  respects,  the  financial  condition of
     Company and its  Subsidiaries  as at the dates indicated and the results of
     their operations and their cash flows for the periods indicated, subject to
     changes  resulting from audit and normal  year-end  adjustments;  and (b) a
     narrative report  describing the operations of Company and its Subsidiaries
     in the form prepared for  presentation to senior  management for such month
     and for the period from the  beginning of the then  current  Fiscal Year to
     the end of such month;

          (ii)  Quarterly  Financials:  as soon as  available  and in any  event
     within 45 days after the end of each Fiscal Quarter,  (a) the  consolidated
     balance sheets of Company and its Subsidiaries as at the end of such Fiscal
     Quarter and the related  consolidated  statements of income,  stockholders'
     equity and cash  flows of  Company  and its  Subsidiaries  for such  Fiscal
     Quarter and for the period from the  beginning of the then  current  Fiscal
     Year to the end of such  Fiscal  Quarter,  setting  forth  in each  case in
     comparative form the corresponding figures for the corresponding periods of
     the  previous   fiscal  year  and  the   corresponding   figures  from  the
     consolidated  plan and  financial  forecast  for the  current  Fiscal  Year
     delivered  pursuant to subsection  6.1(xiii),  all in reasonable detail and
     certified  by the chief  financial  officer  of  Company  that they  fairly
     present,  in all material respects,  the financial condition of Company and
     its  Subsidiaries  as at the  dates  indicated  and the  results  of  their
     operations  and their  cash  flows for the  periods  indicated,  subject to
     changes  resulting from audit and normal  year-end  adjustments,  and (b) a
     narrative report  describing the operations of Company and its Subsidiaries
     in the form prepared for presentation to senior  management for such Fiscal
     Quarter and for the period from the  beginning of the then  current  Fiscal
     Year to the end of such Fiscal Quarter;

          (iii)  Year-End  Financials:  as soon as  available  and in any  event
     within 90 days after the end of each Fiscal Year, (a) the  consolidated and
     consolidating  balance sheets of Company and its Subsidiaries as at the end
     of  such  Fiscal  Year  and  the  related  consolidated  and  consolidating
     statements  of income,  stockholders'  equity and cash flows of Company and
     its  Subsidiaries  for such  Fiscal  Year,  setting  forth in each  case in
     comparative form the corresponding figures for the previous fiscal year and
     the corresponding figures from the consolidated plan and financial forecast
     delivered  pursuant to subsection  6.1(xiii) for the Fiscal Year covered by
     such financial  statements,  all in reasonable  detail and certified by the
     chief  financial  officer  of  Company  that they  fairly  present,  in all
     material respects,  the financial condition of Company and its Subsidiaries
     as at the dates  indicated  and the results of their  operations  and their
     cash flows for the periods indicated, (b) a narrative report describing the
     operations  of  Company  and its  Subsidiaries  in the  form  prepared  for
     presentation to senior management for such Fiscal Year, and (c) in the case
     of such consolidated financial statements,  a report thereon of independent
     certified public  accountants of recognized  national  standing selected by
     Company and reasonably satisfactory to Chase Co-Administrative Agent, which
     report  shall  be  unqualified  as  to  the  ability  of  Company  and  its
     Subsidiaries  to continue as a going concern and as to scope of audit,  and
     shall state that such consolidated  financial statements fairly present, in
     all material respects,  the consolidated  financial position of Company and
     its  Subsidiaries  as at the  dates  indicated  and the  results  of  their
     operations  and their cash flows for the periods  indicated  in  conformity
     with GAAP  applied  on a basis  consistent  with  prior  years  (except  as
     otherwise disclosed in such financial  statements) and that the examination
     by  such  accountants  in  connection  with  such  consolidated   financial
     statements  has been made in accordance  with generally  accepted  auditing
     standards;

          (iv)  Officer's  and  Compliance  Certificates:   together  with  each
     delivery of financial  statements of Company and its Subsidiaries  pursuant
     to  subdivisions  (ii) and (iii)  above,  (a) an Officer's  Certificate  of
     Company  stating that the signer has  reviewed the terms of this  Agreement
     and have made,  or caused to be made under their  supervision,  a review in
     reasonable  detail of the  transactions  and  condition  of Company and its
     Subsidiaries  during  the  accounting  period  covered  by  such  financial
     statements  and that such review has not disclosed the existence  during or
     at the end of such  accounting  period,  and that the signer  does not have
     knowledge of the existence as at the date of such Officer's Certificate, of
     any  condition or event that  constitutes  an Event of Default or Potential
     Event of Default,  or, if any such  condition  or event  existed or exists,
     specifying  the nature  and period of  existence  thereof  and what  action
     Company has taken, is taking and proposes to take with respect thereto; and
     (b) a Compliance Certificate  demonstrating in reasonable detail compliance
     during  and  at the  end of the  applicable  accounting  periods  with  the
     restrictions contained in Section 7;

          (v)  Reconciliation  Statements:  if,  as a result  of any  change  in
     accounting  principles  and policies from those used in the  preparation of
     the  audited  financial  statements  referred  to in  subsection  5.3,  the
     consolidated financial statements of Company and its Subsidiaries delivered
     pursuant to subdivisions  (i), (ii), (iii) or (xiii) of this subsection 6.1
     will  differ  in any  material  respect  from  the  consolidated  financial
     statements that would have been delivered pursuant to such subdivisions had
     no such change in accounting  principles  and policies been made,  then (a)
     together  with the first  delivery  of  financial  statements  pursuant  to
     subdivision  (i),  (ii),  (iii) or (xiii) of this  subsection 6.1 following
     such  change,   consolidated   financial  statements  of  Company  and  its
     Subsidiaries  for (y) the current Fiscal Year to the effective date of such
     change and (z) the two full Fiscal Years  immediately  preceding the Fiscal
     Year in which such  change is made,  in each case  prepared  on a pro forma
     basis as if such  change had been in effect  during such  periods,  and (b)
     together with each delivery of financial statements pursuant to subdivision
     (i), (ii),  (iii) or (xiii) of this subsection 6.1 following such change, a
     written  statement  of the  chief  accounting  officer  or chief  financial
     officer of Company setting forth the differences  which would have resulted
     if such  financial  statements  had been prepared  without giving effect to
     such change;

          (vi)  Accountants'  Certification:  together  with  each  delivery  of
     consolidated  financial statements of Company and its Subsidiaries pursuant
     to  subdivision  (iii)  above,  a  written  statement  by  the  independent
     certified  public  accountants  giving the report  thereon (a) stating that
     their  audit  examination  has  included  a  reading  of the  terms of this
     Agreement  and the  other  Loan  Documents  as they  relate  to  accounting
     matters,   and  (b)  stating  whether,   in  connection  with  their  audit
     examination,  any  condition or event,  insofar as such  condition or event
     relates  to the  covenants  set forth in  subsection  7.6 or to  accounting
     matters, that constitutes an Event of Default or Potential Event of Default
     has come to their  attention  and, if such a condition or event has come to
     their  attention,  specifying  the nature and period of existence  thereof;
     provided that such accountants shall not be liable by reason of any failure
     to obtain  knowledge  of any such Event of Default  or  Potential  Event of
     Default  that  would  not  be  disclosed  in  the  course  of  their  audit
     examination;

          (vii)  Accountants'  Reports:  promptly upon receipt  thereof  (unless
     restricted by  applicable  professional  standards),  copies of all reports
     submitted  to  Company  by  independent  certified  public  accountants  in
     connection  with each  annual,  interim or special  audit of the  financial
     statements  of  Company  and  its  respective  Subsidiaries  made  by  such
     accountants, including, without limitation, any comment letter submitted by
     such accountants to management in connection with their annual audit;

          (viii) SEC Filings and Press  Releases:  promptly upon their  becoming
     available,  copies of (a) all financial  statements,  reports,  notices and
     proxy  statements  sent or  made  available  generally  by  Company  to its
     security holders, (b) all regular and periodic reports and all registration
     statements (other than on Form S-8 or a similar form) and prospectuses,  if
     any,  filed by  Company  or any of its  Subsidiaries  with  any  securities
     exchange or with the Securities and Exchange Commission or any governmental
     or  private  regulatory  authority,  and (c) all press  releases  and other
     statements made available  generally by Company or any of its  Subsidiaries
     to the public concerning  material  developments in the business of Company
     or any of its Subsidiaries;
          (ix) Events of  Default,  etc.:  promptly  upon any officer of Company
     obtaining knowledge (a) of any condition or event that constitutes an Event
     of Default or Potential Event of Default, or becoming aware that any Lender
     has given any notice (other than to Chase Co-Administrative Agent) or taken
     any other  action with  respect to a claimed  Event of Default or Potential
     Event of  Default,  (b) that any  Person has given any notice to Company or
     any of its Subsidiaries or taken any other action with respect to a claimed
     default or event or condition of the type  referred to in  subsection  8.2,
     (c) of any  condition  or event that would be required to be disclosed in a
     current report filed by Company with the Securities and Exchange Commission
     on Form 8-K  (Items  1, 2, 4, 5 and 6 of such Form as in effect on the date
     hereof) if Company were  required to file such  reports  under the Exchange
     Act,  or (d) of the  occurrence  of any event or change  that has caused or
     evidences,  either  in any case or in the  aggregate,  a  Material  Adverse
     Effect,  an  Officer's  Certificate  specifying  the  nature  and period of
     existence of such  condition,  event or change,  or  specifying  the notice
     given or action  taken by any such  Person and the  nature of such  claimed
     Event of Default,  Potential Event of Default, default, event or condition,
     and what  action  Company  has taken,  is taking and  proposes to take with
     respect thereto;

          (x) Litigation or Other Proceedings:  (a) promptly upon any officer of
     Company obtaining knowledge of the institution of, or non-frivolous  threat
     of, any  action,  suit,  proceeding  (whether  administrative,  judicial or
     otherwise),  governmental investigation or arbitration against or affecting
     Company or any of its Subsidiaries or any property of Company or any of its
     Subsidiaries  (collectively,  "Proceedings")  not  previously  disclosed in
     writing by Company to Lenders or Chase Co-Administrative Agent any material
     development in any Proceeding that, in any case:

               (1) if  adversely  determined,  has a reasonable  possibility  of
          giving rise to a Material Adverse Effect; or

               (2) seeks to enjoin or otherwise  prevent the consummation of, or
          to  recover  any  damages  or  obtain  relief  as  a  result  of,  the
          transactions contemplated hereby;

     written  notice  thereof  together  with such other  information  as may be
     reasonably  available  to Company to enable  Lenders  and their  counsel to
     evaluate such matters;  and (b) within 45 days after the end of each Fiscal
     Quarter,  a schedule of all Proceedings  involving an alleged liability of,
     or claims against or affecting, Company or any of its Subsidiaries equal to
     or greater than  $2,000,000  which  Company  believes will likely result in
     damages to Company of such  amount,  and promptly  after  request by either
     Co-Administrative  Agent  such  other  information  as  may  be  reasonably
     requested by such Co-Administrative  Agent to enable such Co-Administrative
     Agent and its counsel to evaluate any of such Proceedings;

          (xi) ERISA Events:  promptly upon becoming  aware of the occurrence of
     any ERISA Event,  a written  notice  specifying  the nature  thereof,  what
     action  Company  or any of its ERISA  Affiliates  has  taken,  is taking or
     proposes to take with respect thereto and, when known,  any action taken or
     threatened by the Internal Revenue Service,  the Department of Labor or the
     PBGC with respect thereto;

          (xii) ERISA Notices:  with  reasonable  promptness,  copies of (a) all
     written notices  received by Company or any of its ERISA  Affiliates from a
     Multiemployer  Plan sponsor  concerning an ERISA Event;  and (b) such other
     documents  or  governmental  reports or filings  relating  to any  Employee
     Benefit Plan as either Co-Chase  Co-Administrative  Agent shall  reasonably
     request;

          (xiii)  Financial  Plans:  as soon as practicable  and in any event no
     later than the  beginning of each Fiscal Year, a monthly  consolidated  and
     consolidating  plan and financial  forecast for the next succeeding  Fiscal
     Year,  including,  without  limitation,  (a)  forecasted  consolidated  and
     consolidating balance sheets and forecasted  consolidated and consolidating
     statements  of income and cash flows of Company  and its  Subsidiaries  for
     such Fiscal Year, together with a pro forma Compliance Certificate for such
     Fiscal Year and an explanation  of the  assumptions on which such forecasts
     are  based,  and (b) such  other  information  and  projections  as  either
     Co-Administrative Agent may reasonably request;

          (xiv)  Insurance:  as soon as practicable and in any event by the last
     day of each Fiscal Year,  a report in form and  substance  satisfactory  to
     Co-Administrative   Agents  outlining  all  material   insurance   coverage
     maintained  as of the date of such report by Company  and its  Subsidiaries
     and all material insurance coverage planned to be maintained by Company and
     its Subsidiaries in the immediately succeeding Fiscal Year;

          (xv)  Environmental   Audits  and  Reports:  as  soon  as  practicable
     following receipt thereof,  copies of all environmental audits and reports,
     whether  prepared by personnel of Company or any of its  Subsidiaries or by
     independent consultants,  with respect to significant environmental matters
     at any  Facility  or which  relate to an  Environmental  Claim  which could
     result in a Material Adverse Effect;

          (xvi) Board of Directors:  with reasonable promptness,  written notice
     of any change in the Board of Directors of Company;

          (xvii)  New   Subsidiaries:   promptly  upon  any  Person  becoming  a
     Subsidiary of Company,  a written notice setting forth with respect to such
     Person (a) the date on which such Person became a Subsidiary of Company and
     (b) all of the data required to be set forth in Schedule 5.1 annexed hereto
     with respect to all  Subsidiaries of Company (it being understood that such
     written  notice shall be deemed to supplement  Schedule 5.1 annexed  hereto
     for all purposes of this Agreement); and

          (xviii) Existing Agreement Financial Covenants: on or before March 31,
     1998, an Officer's  Certificate to Lenders  evidencing  compliance with the
     requirements  of  subsection  7.6 of the  Existing  Credit  Agreement as of
     December  31,  1997;  provided  that for  purposes  of  demonstrating  such
     compliance  an  amount,  not  in  excess  of  $7.2  million,   representing
     unrealized  cost savings  with  respect to which action has been  initiated
     during 1997, shall be added to Consolidated EBITDA.

          (xix)  Other  Information:  with  reasonable  promptness,  such  other
     information and data with respect to Company or any of its  Subsidiaries as
     from time to time may be reasonably  requested by either  Co-Administrative
     Agent.

     For  purposes  of  subsections  4.2P(iii),  4.2P(iv)  and  4.2P(v) and this
subsection 6.1, "consolidating" balance sheets and "consolidating" statements of
income,  stockholders  equity  and  cash  flows  refer to  financial  statements
consolidating  the financial  position,  results of operations and cash flows of
the major operating groups of Company's Subsidiaries,  which operating groups as
of the  Effective  Date consist of (1) A.M.  Miller &  Associates,  Inc. and its
Subsidiaries, (2) Account Portfolios, Inc. and its Subsidiaries, (3) Continental
Credit  Services,  Inc.,  Alaska  Financial  Services,  Inc.,  Southwest  Credit
Services,   Inc.  and  their   respective   Subsidiaries,   (4)  Payco  and  its
Subsidiaries, (5) NSA and its Subsidiaries, (6) Accelerated and its Subsidiaries
and (7) Union and its Subsidiaries.

6.2  CORPORATE EXISTENCE, ETC.

     Except as permitted under subsection 7.7, Company will, and will cause each
of its  Subsidiaries to, at all times preserve and keep in full force and effect
its corporate  existence and all rights and franchises  material to the business
of Company and its Subsidiaries (on a consolidated basis).  Without limiting the
foregoing,  Company shall, and shall cause each of its Subsidiaries to, file and
diligently process to completion applications for all material permits, licenses
and  other  governmental  approvals  necessary  for the  operation  of its  debt
collection business.

6.3  PAYMENT OF TAXES AND CLAIMS; TAX CONSOLIDATION.

     A.  Company  will,  and will  cause  each of its  Subsidiaries  to, pay all
material taxes and all assessments and other  governmental  charges imposed upon
it or any of its  properties  or  assets  or in  respect  of any of its  income,
businesses  or franchises  before any penalty  accrues  thereon,  and all claims
(including,  without  limitation,  claims for  labor,  services,  materials  and
supplies)  for sums that have become due and payable and that by law have or may
become a Lien upon any of its  properties or assets,  prior to the time when any
penalty or fine shall be incurred  with respect  thereto;  provided that no such
charge  or  claim  need be paid  if it is  being  contested  in  good  faith  by
appropriate  proceedings timely instituted and diligently  conducted and if such
reserve  or  other  appropriate  provision,  if any,  as shall  be  required  in
conformity with GAAP shall have been made therefor.

     B. Company will not, nor will it permit any of its Subsidiaries to, file or
consent to the  filing of any  consolidated  income  tax return  with any Person
(other than Company and its Subsidiaries).

6.4  MAINTENANCE OF PROPERTIES; INSURANCE.

     Company will, and will cause each of its Subsidiaries to, maintain or cause
to be maintained in good repair, working order and condition,  ordinary wear and
tear excepted, all material properties used or useful in the business of Company
and its  Subsidiaries  and from  time to time  will make or cause to be made all
appropriate repairs, renewals and replacements thereof. Company will maintain or
cause to be maintained, with financially sound and reputable insurers, insurance
with respect to its properties and business and the properties and businesses of
its  Subsidiaries  against  loss or damage of the kinds  customarily  carried or
maintained under similar circumstances by corporations of established reputation
engaged in similar  businesses.  Each such policy of casualty insurance covering
damage to or loss of property shall name Chase  Co-Administrative  Agent for the
benefit  of Agent and  Lenders  as the loss  payee  thereunder  for all  losses,
subject to application of proceeds as required by subsection  2.4B(iii)(d),  and
shall   provide   for  at  least  30  days'  prior   written   notice  to  Chase
Co-Administrative Agent of any modification or cancellation of such policy.

6.5  INSPECTION; LENDER MEETING.

     Company  shall,  and shall cause each of its  Subsidiaries  to,  permit any
authorized  representatives  designated  by any  Agent or  Lender  to visit  and
inspect any of the properties of Company or any of its  Subsidiaries,  including
its and their  financial  and  accounting  records,  and to make copies and take
extracts therefrom, and to discuss its and their affairs,  finances and accounts
with  its and  their  officers  and  independent  public  accountants,  all upon
reasonable  advance notice and at such  reasonable  times during normal business
hours and as often as may be reasonably  requested.  Without in any way limiting
the foregoing,  Company will, upon the request of Chase Co-Administrative Agent,
participate  in a meeting of Agents and Lenders  once during each Fiscal Year to
be held at Company's  corporate offices (or such other location as may be agreed
to by Company and Chase  Co-Administrative  Agent) at such time as may be agreed
to by Company and Chase Co-Administrative Agent.

6.6  COMPLIANCE WITH LAWS, ETC.

     Company shall, and shall cause each of its Subsidiaries to, comply with the
requirements  of all  applicable  laws,  rules,  regulations  and  orders of any
governmental authority (including all Debt Collection Laws),  noncompliance with
which could reasonably be expected to cause a Material Adverse Effect.

6.7  ENVIRONMENTAL DISCLOSURE AND INSPECTION.

     A. Company shall, and shall cause each of its Subsidiaries to, exercise all
due  diligence in order to comply and cause (i) all tenants  under any leases or
occupancy  agreements affecting any portion of the Facilities and (ii) all other
Persons on or occupying such property,  to comply in all material  respects with
all Environmental Laws.

     B. Company agrees that Chase Co-Administrative Agent may, from time to time
and in its reasonable  discretion,  retain, at Company's expense, an independent
professional  consultant  to review any report  relating to Hazardous  Materials
prepared by or for Company and to conduct its own  investigation of any Facility
currently owned, leased, operated or used by Company or any of its Subsidiaries,
and Company agrees to use all reasonable  efforts to obtain permission for Chase
Co-Administrative   Agent's   professional   consultant   to  conduct   its  own
investigation of any such Facility previously owned, leased, operated or used by
Company or any of its Subsidiaries.  Company shall use its reasonable efforts to
obtain for Chase Co-Administrative Agent and its agents, employees,  consultants
and contractors the right, upon reasonable  notice to Company,  to enter into or
on to the Facilities currently owned, leased, operated or used by Company or any
of its  Subsidiaries  to perform such tests on such  property as are  reasonably
necessary to conduct such a review and/or investigation.  Any such investigation
of any Facility shall be conducted,  unless  otherwise  agreed to by Company and
Chase  Co-Administrative  Agent, during normal business hours and, to the extent
reasonably  practicable,  shall be  conducted  so as not to  interfere  with the
ongoing  operations  at any such  Facility or to cause any damage or loss to any
property at such  Facility.  Company and Chase  Co-Administrative  Agent  hereby
acknowledge  and agree that any  report of any  investigation  conducted  at the
request of Chase  Co-Administrative  Agent pursuant to this subsection 6.7B will
be obtained and shall be used by Chase  Co-Administrative  Agent and Lenders for
the purposes of Lenders'  internal credit  decisions,  to monitor and police the
Loans and to protect Lenders'  security  interests,  if any, created by the Loan
Documents.  Chase  Co-Administrative  Agent agrees to deliver a copy of any such
report to Company with the  understanding  that Company  acknowledges and agrees
that (i) it will  indemnify  and hold  harmless  each Agent and Lender  from any
costs, losses or liabilities  relating to any Loan Party's use of or reliance on
such report,  (ii) no Agent nor any Lender makes any  representation or warranty
with respect to such report, and (iii) by delivering such report to Company,  no
Agent nor any Lender is  requiring or  recommending  the  implementation  of any
suggestions or recommendations contained in such report.

     C. Company shall promptly advise Chase  Co-Administrative  Agent in writing
and in reasonable detail of (i) any Release of any Hazardous  Materials required
to be  reported  to  any  federal,  state,  local  or  foreign  governmental  or
regulatory  agency under any  applicable  Environmental  Laws,  (ii) any and all
written  communications  with  respect to any  Environmental  Claims that have a
reasonable  possibility  of giving  rise to a  Material  Adverse  Effect or with
respect to any  Release of  Hazardous  Materials  required to be reported to any
federal,  state or local governmental or regulatory  agency,  (iii) any remedial
action  taken by Company or any other  Person in response  to (x) any  Hazardous
Materials  on,  under  or about  any  Facility,  the  existence  of which  has a
reasonable  possibility of resulting in an Environmental Claim having a Material
Adverse  Effect,  or (y) any  Environmental  Claim  that  could  have a Material
Adverse Effect,  (iv) Company's  discovery of any occurrence or condition on any
real property adjoining or in the vicinity of any Facility that could cause such
Facility or any part thereof to be subject to any restrictions on the ownership,
occupancy,  transferability or use thereof under any Environmental Laws, and (v)
any request for  information  from any  governmental  agency that  suggests such
agency  is  investigating  whether  Company  or any of its  Subsidiaries  may be
potentially responsible for a Release of Hazardous Materials.

     D. Company shall promptly notify Chase  Co-Administrative  Agent of (i) any
proposed  acquisition  of stock,  assets,  or  property by Company or any of its
Subsidiaries  that could  reasonably be expected to expose Company or any of its
Subsidiaries to, or result in,  Environmental  Claims that could have a Material
Adverse Effect or that could  reasonably be expected to have a material  adverse
effect on any  Governmental  Authorization  then held by  Company  or any of its
Subsidiaries  and (ii) any proposed  action to be taken by Company or any of its
Subsidiaries to commence  manufacturing,  industrial or other similar operations
that could  reasonably be expected to subject Company or any of its Subsidiaries
to additional laws, rules or regulations,  including,  without limitation, laws,
rules and regulations requiring additional environmental permits or licenses.

     E. Company shall,  at its own expense,  provide copies of such documents or
information as either Co-Administrative Agent may reasonably request in relation
to any matters disclosed pursuant to this subsection 6.7.

6.8  COMPANY'S REMEDIAL ACTION REGARDING HAZARDOUS MATERIALS.

     Company  shall  promptly  take,  and shall  cause each of its  Subsidiaries
promptly to take, any and all necessary  remedial  action in connection with the
presence,  storage,  use,  disposal,  transportation or Release of any Hazardous
Materials  on or under  any  Facility  in order to  comply  with all  applicable
Environmental  Laws and  Governmental  Authorizations  unless the  failure to so
comply could not reasonably be expected to have a Material  Adverse  Effect.  In
the event  Company or any of its  Subsidiaries  takes any  remedial  action with
respect to any  Hazardous  Materials on or under any  Facility,  Company or such
Subsidiary   shall  conduct  and  complete  such  remedial  action  in  material
compliance  with all applicable  Environmental  Laws, and in accordance with the
policies,  orders and  directives of all federal,  state and local  governmental
authorities  except  when,  and  only  to the  extent  that,  Company's  or such
Subsidiary's liability for such presence, storage, use, disposal, transportation
or  Release  of any  Hazardous  Materials  is being  contested  in good faith by
Company or such Subsidiary.

6.9  EXECUTION OF SUBSIDIARY GUARANTY AND SUBSIDIARY SECURITY AGREEMENTS BY 
     SUBSIDIARIES AND FUTURE SUBSIDIARIES.

     In the event that any Person  becomes a  wholly-owned  domestic  Subsidiary
after the date hereof,  Company  will  promptly  notify Chase  Co-Administrative
Agent of that fact and cause such  Subsidiary  to execute  and  deliver to Chase
Co-Administrative  Agent and  Collateral  Agent a counterpart  of the Subsidiary
Guaranty  and  the  Pledge  Agreement,   the  Security  Agreement,  the  Limited
Partnership   Security   Agreement   and  the   Trademark   Security   Agreement
(collectively,  the  "SUBSIDIARY  SECURITY  AGREEMENTS"),  and to take  all such
further actions and execute all such further documents and instruments as may be
required to grant and perfect in favor of Collateral  Agent,  for the benefit of
Lenders,  a  first-priority  security  interest in all of the personal  property
assets of such  Subsidiary  described  in the  Subsidiary  Security  Agreements.
Company shall deliver to Chase  Co-Administrative  Agent and  Collateral  Agent,
together with such Loan  Documents,  (i) certified  copies of such  Subsidiary's
Articles or Certificate of Incorporation (or comparable constituent  documents),
together, if applicable,  with a good standing certificate from the Secretary of
State of the jurisdiction of its  incorporation,  each to be dated a recent date
prior to  their  delivery  to Chase  Co-Administrative  Agent,  (ii) a copy,  if
applicable, of such Subsidiary's Bylaws, certified by its corporate secretary or
an assistant  corporate secretary as of a recent date prior to their delivery to
Chase Co-Administrative Agent and Collateral Agent, (iii) a certificate executed
by the  secretary or an assistant  secretary  of such  Subsidiary  as to (a) the
incumbency  and  signatures  of the officers of such  Subsidiary  executing  the
Subsidiary  Guaranty  and to which such  Subsidiary  is a party and (b) the fact
that the  attached  resolutions  of the Board of  Directors  of such  Subsidiary
authorizing the execution,  delivery and performance of the Subsidiary  Guaranty
and the Subsidiary  Security  Agreements to which such Subsidiary is a party are
in full force and effect and have not been  modified  or  rescinded,  and (iv) a
favorable  opinion  of  counsel  to  such  Subsidiary,  in  form  and  substance
satisfactory to Chase Co-Administrative Agent and its counsel, as to (a) the due
organization  and good standing of such Subsidiary,  (b) the due  authorization,
execution  and delivery by such  Subsidiary of the  Subsidiary  Guaranty and the
Subsidiary  Security  Agreements to which such  Subsidiary  is a party,  (c) the
enforceability of the Subsidiary Guaranty and the Subsidiary Security Agreements
to which such Subsidiary is a party against such Subsidiary,  and (d) such other
matters as Chase  Co-Administrative  Agent and  Collateral  Agent may reasonably
request,  all of  the  foregoing  to be  reasonably  satisfactory  in  form  and
substance to Chase Co-Administrative Agent and its counsel and Collateral Agent.

6.10 INTEREST RATE PROTECTION.

     Within 180 days after the Effective  Date,  Company shall enter into one or
more  Interest  Rate  Agreements  with  respect  to the Loans,  in an  aggregate
notional  principal  amount of not less than  $100,000,000,  which Interest Rate
Agreements  shall have the effect of establishing a maximum interest rate of not
more than 10% per annum with respect to such  notional  principal  amount,  each
such  Interest  Rate  Agreement  to be in form  and  substance  satisfactory  to
Co-Administrative  Agents and with a term of not less than three  years from the
Effective Date.

6.11 CONDUCT OF BUSINESS OF MERGER SUB.

     Until  consummation  of the Union  Merger,  Merger Sub will  engage in only
those activities that are necessary or advisable to effect the Tender Offer upon
the terms set forth in the Tender  Offer  Materials,  to effect the Union Merger
and to effect the transactions contemplated by this Agreement.

6.12 CONDUCT OF BUSINESS OF UNION.

     Until  consummation of the Union Merger,  Company and Merger Sub will cause
Union and its  Subsidiaries to conduct their  respective  businesses in a manner
consistent with their past practices,  and to comply with the terms of the Union
Acquisition Agreement.

6.13 UNION MERGER.

     Company  shall comply with,  and cause Union to comply with,  all covenants
set forth in the Union  Acquisition  Agreement that are applicable  prior to the
consummation  of the Union  Merger.  Company  shall cause the Union Merger to be
consummated in accordance with the terms and conditions of the Union Acquisition
Agreement and the Tender Offer  Materials and shall cause each of the conditions
set forth in subsection 4.3 to be fulfilled as soon as  practicable  and, in any
event,  no later than 120 calendar days after the  Effective  Date. In the event
that the Tendered Union Shares to be purchased  concurrently with receipt of the
proceeds  of the  initial  Tranche  C Term  Loans on the  Effective  Date  shall
represent,  in the  aggregate,  not less than 90% of the  outstanding  shares of
Union Common Stock and, in any case,  the number of shares of Union Common Stock
required to permit Company to cause the Union Merger to occur in accordance with
the terms of the Union  Acquisition  Agreement  and Section 253 of the  Delaware
General  Corporation  Law,  Company  shall cause the Union Merger to occur under
Section 253 of the Delaware General  Corporation Law on the Effective Date or as
soon  thereafter as practicable and in any event within 10 days of the Effective
Date.

6.14 FURTHER ASSURANCES.

     At  any  time  or  from   time  to  time   upon  the   request   of  either
Co-Administrative  Agent,  Company  will,  at  its  expense,  promptly  execute,
acknowledge and deliver such further documents and do such other acts and things
as such Co-Administrative  Agent may reasonably request in order to effect fully
the purposes of the Loan Documents and to provide for payment of the Obligations
in  accordance  with the terms of this  Agreement,  the Notes and the other Loan
Documents. In furtherance and not in limitation of the foregoing,  Company shall
take,  and  cause  each of its  Subsidiaries  to take,  such  actions  as either
Co-Administrative  Agent may  reasonably  request from time to time  (including,
without  limitation,   the  execution  and  delivery  of  guaranties,   security
agreements,  pledge  agreements,   mortgages,  deeds  of  trust,  stock  powers,
financing statements and other documents,  the filing or recording of any of the
foregoing,  title insurance with respect to any of the foregoing that relates to
an interest in real property,  and the delivery of stock  certificates and other
collateral with respect to which perfection is obtained by possession) to ensure
that the Obligations are guaranteed by Subsidiary  Guarantors and are secured by
substantially all of the assets of Company and its domestic Subsidiaries. In the
event that Company or any of its Subsidiaries creates a new domestic Subsidiary,
all of  the  capital  stock  or  partnership  interests  of  such  new  domestic
Subsidiary shall be duly and validly pledged to Collateral Agent for the benefit
of Agents and Lenders pursuant to the Collateral Documents,  subject to no other
Liens.

                                   SECTION 7.
                               NEGATIVE COVENANTS

     Company  covenants  and  agrees  that,  so long  as any of the  Commitments
hereunder  shall remain in effect and until  payment in full of all of the Loans
and other  Obligations  and the  cancellation  or  expiration  of all Letters of
Credit,  unless  Requisite  Lenders shall otherwise give prior written  consent,
Company shall perform,  and shall cause each of its Subsidiaries to perform, all
covenants in this Section 7.

7.1  INDEBTEDNESS.

     Company  shall  not,  and  shall not  permit  any of its  Subsidiaries  to,
directly or indirectly,  create,  incur, assume or guaranty, or otherwise become
or remain  directly  or  indirectly  liable with  respect to, any  Indebtedness,
except:

          (i)  Company  may  become  and  remain  liable  with  respect  to  the
     Obligations;

          (ii) Company and its  Subsidiaries  may become and remain  liable with
     respect to Contingent Obligations permitted by subsection 7.4 and, upon any
     matured  obligations  actually arising pursuant  thereto,  the Indebtedness
     corresponding to the Contingent Obligations so extinguished;

          (iii) Company and its Subsidiaries,  as applicable,  may remain liable
     with respect to Indebtedness described in Schedule 7.1 annexed hereto;

          (iv)  Indebtedness of Company and its  Subsidiaries  (a) under Capital
     Leases  capitalized  on  the  consolidated  balance  sheet  of  Company  as
     liabilities,   (b)  with  respect  to  sale  and  lease-back   arrangements
     identified  on  Schedule  7.8,  or (c)  secured  by Liens  permitted  under
     subsection 7.2A(iii), in an aggregate amount not exceeding, with respect to
     Indebtedness incurred pursuant to clause (a) or (c) of this subsection 7.1,
     $15,000,000 at any time outstanding;

          (v) Company may become and remain liable with respect to  Indebtedness
     to any of its domestic Wholly Owned  Subsidiaries,  and any domestic Wholly
     Owned  Subsidiary  of Company may become and remain  liable with respect to
     Indebtedness  to Company or any other domestic  Wholly Owned  Subsidiary of
     Company  provided  that (a) all  such  intercompany  Indebtedness  shall be
     evidenced by promissory notes, (b) all such intercompany  Indebtedness owed
     by Company to any of its respective  Subsidiaries  shall be subordinated in
     right of payment to the payment in full of the Obligations  pursuant to the
     terms of the applicable  promissory notes or an intercompany  subordination
     agreement,   in  each   case  in  form  and   substance   satisfactory   to
     Co-Administrative  Agents,  and  (c)  any  payment  by  Company  or by  any
     Subsidiary of Company under any guaranty of the Obligations shall result in
     a pro tanto reduction of the amount of any intercompany  Indebtedness  owed
     by Company or by such  Subsidiary to Company or to any of its  Subsidiaries
     for whose benefit such payment is made;

          (vi)  Company  may  become  and  remain  liable  with  respect  to the
     Subordinated Notes;

          (vii)  Company may become and remain  liable with respect to Permitted
     Seller Notes,  provided that the aggregate  principal  amount of such notes
     issued shall not exceed $25,000,000; and

          (viii) Company and its  Subsidiaries  (other than,  prior to the Union
     Merger Date, Merger Sub) may become and remain liable with respect to other
     Indebtedness  in an  aggregate  principal  amount not to exceed at any time
     outstanding $10,000,000.

7.2  LIENS AND RELATED MATTERS.

     A. PROHIBITION ON LIENS. Company shall not, and shall not permit any of its
Subsidiaries  to,  directly or indirectly,  create,  incur,  assume or permit to
exist  any  Lien on or  with  respect  to any  property  or  asset  of any  kind
(including   any  document  or  instrument  in  respect  of  goods  or  accounts
receivable)  of  Company  or any of  its  Subsidiaries,  whether  now  owned  or
hereafter  acquired,  or any income or profits therefrom,  or file or permit the
filing  of, or permit to remain in effect,  any  financing  statement,  or other
similar notice of any Lien with respect to any such property,  asset,  income or
profits  under the  Uniform  Commercial  Code of any state or under any  similar
recording or notice statute, except:

          (i)      Permitted Encumbrances;

          (ii)     Liens described in Schedule 7.2 annexed hereto;

          (iii)  Purchase  money  security   interests   (including   mortgages,
     conditional sales, Capital Leases and any other title retention or deferred
     purchase  devices) in tangible  personal  property of Company or any of its
     Subsidiaries  existing  or  created at the time of  acquisition  thereof or
     within 30 days thereafter,  and the renewal, extension and refunding of any
     such  security  interest  in an amount not  exceeding  the  amount  thereof
     remaining unpaid immediately prior to such renewal, extension or refunding;
     provided,  however,  that such  Indebtedness  is  permitted  by  subsection
     7.1(iv) hereof;

          (iv) Other  Liens on assets of Company and its  Subsidiaries  securing
     Indebtedness  in an aggregate  amount not to exceed  $5,000,000 at any time
     outstanding; and

          (v) Liens granted pursuant to the Collateral Documents.

Notwithstanding  the foregoing,  prior to the Union Merger Date,  Merger Sub may
directly or  indirectly  sell,  assign,  pledge or encumber  any shares of Union
Common  Stock  owned by it for cash  and for  fair  market  value so long as the
proceeds thereof are held as Cash or Cash Equivalents.

     B.  EQUITABLE  LIEN  IN  FAVOR  OF  LENDERS.  If  Company  or  any  of  its
Subsidiaries  shall  create  or  assume  any  consensual  Lien  upon  any of its
properties or assets, whether now owned or hereafter acquired,  other than Liens
excepted by the provisions of subsection 7.2A, it shall make or cause to be made
effective provision whereby the Obligations will be secured by such Lien equally
and ratably with any and all other  Indebtedness  secured thereby as long as any
such  Indebtedness  shall be so  secured;  provided  that,  notwithstanding  the
foregoing,  this  covenant  shall not be  construed  as a consent  by  Requisite
Lenders to the  creation or  assumption  of any such Lien not  permitted  by the
provisions of subsection 7.2A.

     C. NO FURTHER NEGATIVE  PLEDGES.  Except with respect to specific  property
encumbered to secure payment of particular  Indebtedness  or to be sold pursuant
to an executed  agreement with respect to an Asset Sale, neither Company nor any
of its Subsidiaries  shall enter into any agreement  prohibiting the creation or
assumption of any Lien upon any of its  properties or assets,  whether now owned
or hereafter acquired.

     D.  NO  RESTRICTIONS  ON  SUBSIDIARY  DISTRIBUTIONS  TO  COMPANY  OR  OTHER
SUBSIDIARIES.  Except as provided  herein  Company will not, and will not permit
any of its  Subsidiaries  to,  create or  otherwise  cause or suffer to exist or
become  effective any  consensual  encumbrance or restriction of any kind on the
ability  of  any  such  Subsidiary  to (i)  pay  dividends  or  make  any  other
distributions on any of such Subsidiary's  capital stock owned by Company or any
other Subsidiary of Company,  (ii) repay or prepay any Indebtedness owed by such
Subsidiary to Company or any other  Subsidiary  of Company,  (iii) make loans or
advances to Company or any other Subsidiary of Company,  or (iv) transfer any of
its property or assets to Company or any other Subsidiary of Company.

7.3  INVESTMENTS; JOINT VENTURES.

     Company  shall  not,  and  shall not  permit  any of its  Subsidiaries  to,
directly or indirectly,  make or own any Investment in any Person, including any
Joint Venture, except:

          (i) Company and its  Subsidiaries may make and own Investments in Cash
     Equivalents;

          (ii) Company and its  Subsidiaries may continue to own the Investments
     owned by them as of the Effective Date in any Subsidiaries of Company and;

          (iii) Company and its Subsidiaries may make intercompany  loans to the
     extent  permitted under subsection  7.1(v);  (iv) Payco may continue to own
     the Joint Ventures owned by it as of the Effective Date;

          (v)  Company  and its  Subsidiaries  may make and own  Investments  in
     Permitted Joint Ventures; provided that (a) at the time of such Investment,
     and after giving effect thereto,  no Potential Event of Default or Event of
     Default shall have occurred and be continuing,  (b) the aggregate amount of
     all such  Investments  made after the Closing Date (other than  Investments
     made in  accordance  with  the  following  clause  (c))  shall  not  exceed
     $5,000,000,  (c) the aggregate  amount of  Investments  made in a Permitted
     Joint Venture the only assets of which are Qualified Loan Portfolios  shall
     not exceed  $30,000,000  during any Fiscal Year and,  after  giving  effect
     thereto,  the  aggregate  amount  of such  Investments  do not  exceed  the
     limitations  set  forth  in  subsection  7.7(v),  and (d)  Company  and its
     Subsidiaries  shall pledge all of their respective  equity interests in any
     Permitted Joint Venture to Collateral Agent to secure the Obligations under
     the Loan  Documents  (except to the extent,  and only to the  extent,  such
     pledge of the equity interests in a Permitted Joint Venture organized under
     the laws of a foreign country would result in Company incurring  additional
     liabilities for taxes);

          (vi) Company may make and own Investments consisting of notes received
     in connection with any Asset Sale limited to 20% of the total sale price of
     the assets sold in such Asset Sale;  provided that the aggregate  principal
     amount of such notes at any time outstanding shall not exceed $2,000,000;

          (vii) Company and its  Subsidiaries  may make and own  Investments  in
     connection   with  a  Permitted   Acquisition  or  a  Permitted   Portfolio
     Acquisition;

          (viii) Company and its Subsidiaries may make Consolidated  Maintenance
     Capital Expenditures permitted by subsection 7.6;

          (ix) Company and its Subsidiaries  may make and own other  Investments
     in an aggregate amount not to exceed at any time $2,500,000; and

          (x)  Company  may  make the  Investments  permitted  under  subsection
     7.7(vi).

7.4  CONTINGENT OBLIGATIONS.

     Company  shall  not,  and  shall not  permit  any of its  Subsidiaries  to,
directly or  indirectly,  create or become or remain  liable with respect to any
Contingent Obligation, except:

          (i) Company may become and remain  liable with  respect to  Contingent
     Obligations  in  respect  of  Letters  of  Credit,   as   applicable,   and
     Subsidiaries  of  Company  may become and  remain  liable  with  respect to
     Contingent Obligations arising under the Subsidiary Guaranty;

          (ii) Company and its  Subsidiaries  may become and remain  liable with
     respect to Contingent  Obligations under Interest Rate Agreements  required
     under subsection 6.10;

          (iii) Company and its  Subsidiaries  may become and remain liable with
     respect to Contingent  Obligations in respect of customary  indemnification
     and purchase price adjustment  obligations  incurred in the ordinary course
     of business in connection with Asset Sales or other sales of assets;

          (iv) Company and its  Subsidiaries  may become and remain  liable with
     respect to Contingent  Obligations  under guarantees in the ordinary course
     of  business  of  the  obligations  of  suppliers,   landlords,  customers,
     franchisees  and licensees of Company and its  Subsidiaries in an aggregate
     amount not to exceed at any time $2,500,000;

          (v) Company  and its  Subsidiaries  may become and remain  liable with
     respect to Contingent  Obligations  under guarantees in the ordinary course
     of  business  with  respect  to the  performance  by  Company or any of its
     Subsidiaries of obligations under collection contracts;

          (vi) Company may become and remain  liable with respect to  Contingent
     Obligations in respect of Earn Out Agreements in connection  with Permitted
     Acquisitions  and Company and its Subsidiaries may become and remain liable
     with  respect  to  Contingent   Obligations  in  respect  of  Forward  Flow
     Contracts;  provided  that to the  extent  that  purchases  of  receivables
     portfolios  from a single  seller  (together  with all  Affiliates  of such
     seller)  party  to a  Forward  Flow  Contract  with  Company  or any of its
     Subsidiaries  exceed  $1,250,000 in any 12-month  period,  any  receivables
     portfolio  purchased  during  such  12-month  period  under a Forward  Flow
     Contract with such seller shall be a Qualified Loan Portfolio;

          (vii) Company and its Subsidiaries,  as applicable,  may remain liable
     with respect to  Contingent  Obligations  described in Schedule 7.4 annexed
     hereto;

          (viii)  Subsidiaries  of Company  may become  and remain  liable  with
     respect to the Subordinated Note Guaranty; and

          (ix) Company and its  Subsidiaries  may become and remain  liable with
     respect  to  other  Contingent  Obligations;   provided  that  the  maximum
     aggregate   liability,   contingent  or  otherwise,   of  Company  and  its
     Subsidiaries in respect of all such Contingent Obligations shall at no time
     exceed $2,000,000.

7.5  RESTRICTED JUNIOR PAYMENTS.

     Company shall not, and shall not permit any of its respective  Subsidiaries
to, directly or indirectly,  declare,  order, pay, make or set apart any sum for
any  Restricted  Junior  Payment;  provided that (i) Company may make  scheduled
interest  payments in respect of the  Subordinated  Notes in accordance with the
terms of the  Subordinated  Note  Indenture;  (ii)  Company  may make  scheduled
interest and principal  payments in respect of the Existing  Seller Note and any
Permitted  Seller Notes permitted by subsection  7.1(vii) in accordance with the
terms of the Existing Seller Note and such Permitted Seller Notes; (iii) so long
as no Event of Default or Potential  Event of Default shall have occurred and be
continuing or shall be caused thereby, Company may make payments in an aggregate
amount not to exceed  $2,500,000  in any Fiscal Year to the extent  necessary to
repurchase shares of Company Common Stock from officers,  directors or employees
of Company or any of its Subsidiaries following termination of employment of any
such officer, director or employee by reason of death, disability, retirement or
resignation or following other events  customarily  requiring or permitting such
repurchase,  in each case in  accordance  with the terms of  customary  terms of
management  and/or  employee  stock  plans,  stock  subscription  agreements  or
shareholder  agreements  entered into with  officers,  directors or employees of
Company  or any of its  Subsidiaries;  (iv) so long as no  Event of  Default  or
Potential  Event of Default  shall have  occurred and be  continuing or shall be
caused thereby, Company may repurchase Company Preferred Stock and make payments
of accrued  and unpaid  dividends  to the  holders of Company  Preferred  Stock,
provided that in no event may Company pay any dividend on or repurchase  Company
Preferred  Stock unless both (x) the Leverage  Ratio for the most recently ended
four-Fiscal  Quarter  period  is less than  2.0:1.0  and (y) at least 50% of the
initial  aggregate  principal amount of the Term Loans has been repaid;  and (v)
Company and its Subsidiaries may consummate the transactions contemplated by the
Union Acquisition Documents.
7.6  FINANCIAL COVENANTS.

     A. Minimum Interest Coverage Ratio. The ratio of (i) Consolidated EBITDA to
(ii) Consolidated Interest Expense for any four-Fiscal Quarter period (each such
four-Fiscal Quarter period being a "CALCULATION PERIOD") ending June 30, 1998 or
thereafter  during any of the periods set forth below shall not be less than the
correlative ratio indicated:

===================================== ==========================================
           PERIOD DURING                               MINIMUM
   WHICH CALCULATION PERIOD ENDS               INTEREST COVERAGE RATIO
===================================== ==========================================
        06/30/98 - 12/30/99                           2.00:1.00
===================================== ==========================================
        12/31/99 - 06/29/00                           2.25:1.00
===================================== ==========================================
        06/30/00 - 12/30/00                           2.50:1.00
===================================== ==========================================
         12/31/00 - 6/29/01                           2.75:1.00
===================================== ==========================================
             Thereafter                               3.00:1.00
===================================== ==========================================

         B. MAXIMUM LEVERAGE RATIO. The ratio of (i) Consolidated  Total Debt as
of June 30,  1998 or the last day (any such day being a  "CALCULATION  DATE") of
any Fiscal  Quarter  ending  during any of the  periods  set forth below to (ii)
Consolidated  EBITDA for the Calculation  Period ending on such Calculation Date
shall not exceed the correlative ratio indicated:

=========================================== ==========================
              PERIOD DURING                          MAXIMUM
      WHICH CALCULATION DATE OCCURS                 LEVERAGE
                                                      RATIO
=========================================== ==========================
=========================================== ==========================
           06/30/98 - 06/29/99                      5.00:1.00
=========================================== ==========================
           06/30/99 - 12/30/99                      4.75:1.00
=========================================== ==========================
           12/31/99 - 06/29/00                      4.50:1.00
=========================================== ==========================
           06/30/00 - 12/30/00                      4.25:1.00
=========================================== ==========================
           12/31/00 - 06/29/01                      4.00:1.00
=========================================== ==========================
           06/30/01 - 12/30/01                      3.75:1.00
=========================================== ==========================
           12/31/01 - 06/29/02                      3.50:1.00
=========================================== ==========================
           06/30/02 - 12/30/02                      3.25:1.00
=========================================== ==========================
           12/31/02 - 06/29/03                      3.00:1.00
=========================================== ==========================
                Thereafter                          2.75:1.00
=========================================== ==========================

     C.  MINIMUM  FIXED CHARGE  COVERAGE  RATIO.  The ratio of (i)  Consolidated
EBITDA to (ii)  Consolidated  Fixed  Charges for any  Calculation  Period ending
after the Closing Date shall not be less than 1.05:1.00.

     D. CONSOLIDATED  MAINTENANCE CAPITAL  EXPENDITURES.  Company shall not, and
shall  not  permit  its  Subsidiaries  to,  make or  incur  in any  Fiscal  Year
Consolidated  Maintenance Capital  Expenditures in an aggregate amount in excess
of  $18,000,000  (the "MAXIMUM  CONSOLIDATED  MAINTENANCE  CAPITAL  EXPENDITURES
AMOUNT");   provided   that  the  Maximum   Consolidated   Maintenance   Capital
Expenditures  Amount for any Fiscal  Year other than  Fiscal  Year 1998 shall be
increased  by an amount  equal to the excess,  if any (but in no event more than
25% of the Maximum Consolidated  Maintenance Capital Expenditures Amount for the
previous  Fiscal  Year),  of  the  Maximum   Consolidated   Maintenance  Capital
Expenditures  Amount for the  previous  Fiscal  Year over the  actual  amount of
Consolidated Maintenance Capital Expenditures for such previous Fiscal Year; and
provided  further,  that immediately  following any acquisition  permitted under
subsection  7.7(v) or 7.7(vi),  the  Maximum  Consolidated  Maintenance  Capital
Expenditures  Amount for the Fiscal Year during which such  acquisition  occurs,
and for each Fiscal Year  thereafter  shall be  increased,  in each case,  by an
amount equal to the product of (i) the Maximum Consolidated  Maintenance Capital
Expenditures  Amount in effect immediately prior to such acquisition  multiplied
by (ii) the ratio of (a)  Consolidated  EBITDA  attributable  to the business or
assets so acquired but not  attributable to any Portfolio  Purchase  Business so
acquired to (b) Consolidated  EBITDA not attributable to the Portfolio  Purchase
Business  of  Company  and  its  Subsidiaries  without  giving  effect  to  such
acquisition,  determined in the case of clauses (a) and (b) for the  four-Fiscal
Quarter period most recently ended prior to such acquisition.

     E.   Certain Calculations.

          (i)  Notwithstanding  any provision of this Agreement to the contrary,
     (x)  for  purposes  of  calculating  Consolidated  EBITDA  for  any  period
     including  the third and/or fourth  Fiscal  Quarters of 1997,  Consolidated
     EBITDA shall be deemed to be  $29,100,000  for the third Fiscal  Quarter of
     1997 and  $24,600,000 for the fourth Fiscal Quarter of 1997, (y) subject to
     the  provisions of the preceding  clause (x), for purposes of  calculations
     under subsection 7.6, calculations shall be made as if the Union Merger and
     related transactions (including, without limitation,  borrowings of all the
     Tranche C Term Loans) had been  consummated as of January 1, 1998, and (z),
     Consolidated  Interest  Expense and  Consolidated  Fixed  Charges  shall be
     calculated prior to December 31, 1998 in accordance with Schedule 7.6E.

          (ii) With respect to any period during which new Subsidiaries,  assets
     or businesses are acquired  pursuant to subsection  7.7(v) or 7.7(vi),  for
     purposes of determining  compliance with the financial  covenants set forth
     in this  subsection  7.6,  Consolidated  EBITDA and  Consolidated  Interest
     Expense  shall  be  calculated  with  respect  to  such  periods  and  such
     Subsidiaries,  assets or businesses on a pro forma basis (including, except
     with respect to the Union Acquisition, pro forma adjustments arising out of
     events  which are  directly  attributable  to a specific  transaction,  are
     factually supportable and are expected to have a continuing impact, in each
     case  determined on a basis  consistent  with Article 11 of Regulation  S-X
     promulgated under the Securities Act and as interpreted by the staff of the
     Securities  and Exchange  Commission  prior to December  1996,  which would
     include  cost  savings  resulting  from head  count  reduction,  closure of
     facilities and similar restructuring  charges,  which pro forma adjustments
     shall be certified  by the chief  financial  officer of Company)  using the
     historical financial statements of all entities or assets so acquired or to
     be acquired and the  consolidated  financial  statements of Company and its
     Subsidiaries  which shall be reformulated (i) as if such  acquisition,  and
     any acquisitions  which have been consummated  during such period,  and any
     Indebtedness  or other  liabilities  incurred in  connection  with any such
     acquisition  had been  consummated  or  incurred at the  beginning  of such
     period (and  assuming  that such  Indebtedness  bears  interest  during any
     portion  of  the  applicable  measurement  period  prior  to  the  relevant
     acquisition  at the weighted  average of the interest  rates  applicable to
     outstanding  Loans during such  period),  and (ii)  otherwise in conformity
     with certain procedures to be agreed upon between  Co-Administrative Agents
     and Company, all such calculations to be in form and substance satisfactory
     to Co-Administrative Agents.

7.7  RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES.

     Company shall not, and shall not permit any of its  Subsidiaries  to, alter
the corporate, capital or legal structure of Company or any of its Subsidiaries,
create  any new  Subsidiaries  or  enter  into  any  transaction  of  merger  or
consolidation,   or  liquidate,  wind-up  or  dissolve  itself  (or  suffer  any
liquidation or dissolution),  or convey,  sell,  lease,  sub-lease,  transfer or
otherwise dispose of, in one transaction or a series of transactions, all or any
substantial part of its business, property or fixed assets, whether now owned or
hereafter  acquired,  or  acquire  by  purchase  or  otherwise  any  part of the
business,  property or fixed assets of, or stock or other evidence of beneficial
ownership of, any Person, except:

          (i) any  Subsidiary  of Company may be merged with or into  Company or
     any domestic Wholly Owned Subsidiary of Company, or be liquidated, wound up
     or dissolved,  or all or any substantial part of its business,  property or
     assets may be conveyed, sold, leased, transferred or otherwise disposed of,
     in one transaction or a series of transactions,  to Company or any domestic
     Wholly Owned  Subsidiary of Company;  provided  that, in the case of such a
     merger,  Company or such Wholly Owned Subsidiary shall be the continuing or
     surviving corporation;

          (ii) Company and its  Subsidiaries  may acquire  inventory (other than
     receivables portfolios),  equipment and other assets in the ordinary course
     of business;

          (iii) Company and its  Subsidiaries  may sell or otherwise  dispose of
     assets in transactions  that do not constitute  Asset Sales;  provided that
     the  consideration  received for such assets shall be in an amount at least
     equal to the fair market  value  thereof  (determined  in good faith by the
     board of directors of Company);

          (iv)  Company and its  Subsidiaries  may make any Asset Sale of assets
     that have, in the aggregate,  a fair market value (determined in good faith
     by the board of directors of Company) not in excess of 20% of  Consolidated
     EBITDA for the four-Fiscal Quarter period most recently ended prior to such
     Asset Sale;  provided that (x) the  consideration  received for such assets
     shall be in an  amount  at least  equal to the fair  market  value  thereof
     (determined  in good faith by the board of directors  of Company);  (y) not
     less than 80% of the consideration received therefor shall be cash; and (z)
     the proceeds of such Asset Sales shall be applied as required by subsection
     2.4B(iii)(a);

          (v) Company may make acquisitions of receivables  portfolios and other
     assets and  businesses  (including  acquisitions  of the  capital  stock of
     another Person), provided that:

               (a)  in  the  event  that  the  aggregate   amount  of  all  such
          acquisitions in any Fiscal Year would exceed  $5,000,000  after giving
          effect to any such  proposed  acquisition,  (x) the Interest  Coverage
          Ratio  (calculated  on a pro forma basis giving effect to the proposed
          acquisition)  shall not be less than the ratio set forth in subsection
          7.6A  applicable at the time of such  acquisition and (y) the Leverage
          Ratio  (calculated  on a pro forma basis giving effect to the proposed
          acquisition)  shall  not be  greater  than  the  ratio  set  forth  in
          subsection 7.6B applicable at the time of such acquisition;

               (b) the  aggregate  amount  expended for  Permitted  Acquisitions
          (other than pursuant to subsection  7.7(vi))  after the Effective Date
          shall not exceed $60,000,000;

               (c) any receivables  portfolio acquired shall be a Qualified Loan
          Portfolio;

               (d)  the  aggregate  amount  expended  for  Permitted   Portfolio
          Acquisitions during any Fiscal Year together with the aggregate amount
          of all Investments  made pursuant to subsection  7.3(v)(c) during such
          Fiscal Year shall not exceed $60,000,000;

               (e) that  portion  of  Consolidated  EBITDA  attributable  to any
          assets so  acquired  in any  single  acquisition  or series of related
          acquisitions,  as  projected  by Company for the  twelve-month  period
          immediately  following the date of such acquisition or the date of the
          first of such  series  of  related  acquisitions,  as the case may be,
          shall  not  exceed  20% of  Consolidated  EBITDA  for the  four-Fiscal
          Quarter  period  most  recently  ended  prior  to  the  date  of  such
          acquisition, and Company shall have delivered an Officer's Certificate
          to  Co-Administrative  Agents  (together with  supporting  information
          therefor) to the foregoing effect; and

               (f) no Event of Default or Potential  Event of Default shall have
          occurred and be continuing at the time of such acquisition or shall be
          caused thereby; and

          (vi) Company may consummate the Tender Offer on the Effective Date and
     the Union Merger on the Delayed-Draw Term Loan Funding Date.

Notwithstanding  the foregoing,  prior to the Union Merger Date,  Merger Sub may
directly or  indirectly  sell,  assign,  pledge or encumber  any shares of Union
Common  Stock  owned by it for cash  and for  fair  market  value so long as the
proceeds thereof are held as Cash or Cash Equivalents.

7.8  SALES AND LEASE-BACKS.

     Except as set forth in  Schedule  7.8,  Company  shall  not,  and shall not
permit any of its  Subsidiaries  to,  directly or  indirectly,  become or remain
liable as lessee or as a guarantor  or other  surety with  respect to any lease,
whether an Operating  Lease or a Capital Lease,  of any property  (whether real,
personal or mixed),  whether now owned or hereafter acquired,  (i) which Company
or any of its  Subsidiaries has sold or transferred or is to sell or transfer to
any other Person (other than Company or any of its  Subsidiaries)  or (ii) which
Company or any of its  Subsidiaries  intends to use for  substantially  the same
purpose as any other  property which has been or is to be sold or transferred by
Company or any of its  Subsidiaries  to any Person (other than Company or any of
its Subsidiaries) in connection with such lease.

7.9  TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.

     Company  shall  not,  and  shall not  permit  any of its  Subsidiaries  to,
directly  or  indirectly,   enter  into  or  permit  to  exist  any  transaction
(including,  without  limitation,  the purchase,  sale, lease or exchange of any
property or the  rendering of any service)  with any holder of 5% or more of any
class of equity Securities of Company or with any Affiliate of Company or of any
such holder, on terms that are less favorable to Company or that Subsidiary,  as
the case may be, than those that might be obtained at the time from  Persons who
are not such a holder or  Affiliate;  provided  that the  foregoing  restriction
shall not apply to (i) any  transaction  between  Company  and any of its Wholly
Owned  Subsidiaries  or  between  any of its  Wholly  Owned  Subsidiaries,  (ii)
reasonable  and  customary  fees paid to members of the boards of  directors  of
Company and its Subsidiaries,  (iii) fees, expenses and other amounts payable to
the MDC  Entities  on the  Closing  Date,  the First  Amendment  Date and/or the
Effective Date, and (iv) the Management Fees.

7.10 DISPOSAL OF SUBSIDIARY STOCK.

     Company shall not:

          (i) directly or indirectly sell, assign,  pledge or otherwise encumber
     or dispose of any shares of capital stock or other equity Securities of any
     of its  Subsidiaries,  except as  permitted  under  this  Agreement  or the
     Collateral Documents or to qualify directors if required by applicable law;
     or

          (ii) permit any of its  Subsidiaries  directly or  indirectly to sell,
     assign,  pledge or  otherwise  encumber or dispose of any shares of capital
     stock or other equity Securities of any of its Subsidiaries (including such
     Subsidiary),  except as permitted  under this  Agreement or the  Collateral
     Documents or to Company,  another wholly-owned Subsidiary of Company, or to
     qualify directors if required by applicable law.

Notwithstanding  the foregoing,  prior to the Union Merger Date,  Merger Sub may
directly or indirectly sell,  assign,  pledge or encumber shares of Union Common
Stock owned by it for cash and for fair market value.

7.11 CONDUCT OF BUSINESS.

     Company shall not, and shall not permit any of its  Subsidiaries to, engage
in any  business  other than (i) the  businesses  engaged in by Company  and its
Subsidiaries   on  the  Effective   Date  (after  giving  effect  to  the  Union
Acquisition)  and  similar or related  businesses  and (ii) such other  lines of
business  as may be  consented  to by  Co-Administrative  Agents  and  Requisite
Lenders.

7.12 AMENDMENTS  OR  WAIVERS  OF  CERTAIN  RELATED  AGREEMENTS;   AMENDMENTS  OF
     DOCUMENTS RELATING TO SUBORDINATED INDEBTEDNESS; DESIGNATION OF "DESIGNATED
     SENIOR DEBT"; PREFERRED STOCK.

     A. AMENDMENTS OR WAIVERS OF CERTAIN RELATED AGREEMENTS. Neither Company nor
any of its Subsidiaries will agree to any material amendment to, or waive any of
its  material  rights  under,  any  Related  Agreement  (other  than any Related
Agreement  evidencing  or  governing  any  Subordinated  Indebtedness),  the MDC
Advisory  Services  Agreement or the Stockholders  Agreement after the Effective
Date if such  amendment  or waiver  would be adverse to Lenders  without in each
case obtaining the prior written consent of Requisite  Lenders to such amendment
or waiver; provided, however, that if certain performance criteria determined by
the Board of Directors  of Company are met from time to time,  Company may amend
the MDC Advisory  Services  Agreement  without the consent of Lenders to provide
for an increase or increases in the annual  Management  Fee payable  thereunder,
provided that such Management Fee shall not exceed $1,000,000 annually.

     B. AMENDMENTS OF DOCUMENTS RELATING TO SUBORDINATED  INDEBTEDNESS.  Company
shall not, and shall not permit any of its  Subsidiaries  to, amend or otherwise
change the terms of any Subordinated Indebtedness or Subordinated Note Document,
or make any payment  consistent with an amendment thereof or change thereto,  if
the effect of such  amendment or change is to increase the interest rate on such
Subordinated  Indebtedness,  change  (to  earlier  dates)  any dates  upon which
payments of principal  or interest are due thereon,  change any event of default
or  condition  to an  event of  default  with  respect  thereto  (other  than to
eliminate  any such  event of  default  or  increase  any grace  period  related
thereto),  change the redemption,  prepayment or defeasance  provisions thereof,
change the subordination  provisions  thereof (or of any guaranty  thereof),  or
change any collateral  therefor (other than to release such  collateral),  or if
the effect of such  amendment or change,  together with all other  amendments or
changes  made,  is  to  increase  materially  the  obligations  of  the  obligor
thereunder  or  to  confer  any  additional   rights  on  the  holders  of  such
Subordinated  Indebtedness (or trustee or other  representative on their behalf)
which would be adverse to Company or Lenders.

     C. DESIGNATION OF "DESIGNATED SENIOR DEBT". Company shall not designate any
Indebtedness as "Designated  Senior Debt" (as defined in the  Subordinated  Note
Indenture) for purposes of the  Subordinated  Note  Indenture  without the prior
written consent of Requisite Lenders.

     D.  PREFERRED  STOCK.  Without  the prior  written  approval  of  Requisite
Lenders,  Company shall not amend,  restate,  supplement or otherwise modify its
Articles  of  Incorporation  if  the  effect  of  such  amendment,  restatement,
supplement or  modification  is to (i) increase the dividend rate payable on, or
change the redemption  provisions of, the Company Preferred Stock, (ii) together
with all other amendments or changes made,  increase  materially the obligations
of Company to the  holders of the  Company  Preferred  Stock,  (iii)  confer any
additional  rights on the holders of the Company  Preferred Stock which would be
adverse to Company or Lenders, or (iv) provide for the issuance of any preferred
stock of Company in  addition to the  Company  Preferred  Stock or the filing or
amendment of any certificate of designation with respect thereto.

7.13     FISCAL YEAR.

     Company shall not change its Fiscal Year-end from December 31.


                                   SECTION 8.
                                EVENTS OF DEFAULT

     IF any of the following  conditions or events  ("EVENTS OF DEFAULT")  shall
occur:

8.1  FAILURE TO MAKE PAYMENTS WHEN DUE.

     Failure by Company to pay any  installment  of  principal  of any Loan when
due,  whether at stated maturity,  by  acceleration,  by notice of prepayment or
otherwise;  failure by Company to pay when due any amount  payable to an Issuing
Lender in reimbursement of any drawing honored or payment made under a Letter of
Credit;  or failure by Company to pay any interest on any Loan or any fee or any
other amount due under this Agreement within five days after the date due; or

8.2  DEFAULT IN OTHER AGREEMENTS.

     (i) Failure of Company or any of its  Subsidiaries  to pay when due (a) any
principal of or interest on any Indebtedness  (other than Indebtedness  referred
to in subsection 8.1) in an individual principal amount of $2,500,000 or more or
any items of Indebtedness  with an aggregate  principal  amount of $5,000,000 or
more or (b) any  Contingent  Obligation  in an  individual  principal  amount of
$2,500,000 or more or any  Contingent  Obligations  with an aggregate  principal
amount of  $5,000,000  or more,  in each case beyond the end of any grace period
provided  therefor;  or  (ii)  breach  or  default  by  Company  or  any  of its
Subsidiaries  with respect to any other material term of (a) any evidence of any
Indebtedness  in an  individual  principal  amount of  $2,500,000 or more or any
items of Indebtedness  with an aggregate  principal amount of $5,000,000 or more
or any Contingent  Obligation in an individual principal amount of $2,500,000 or
more  or any  Contingent  Obligations  with an  aggregate  principal  amount  of
$5,000,000  or more or (b) any  loan  agreement,  mortgage,  indenture  or other
agreement relating to such Indebtedness or Contingent  Obligation(s),  if in any
case under this clause (ii) the effect of such breach or default is to cause, or
to permit the holder or holders of that Indebtedness or Contingent Obligation(s)
(or a trustee on behalf of such holder or holders) to cause,  that  Indebtedness
or  Contingent  Obligation(s)  to become or be declared due and payable prior to
its stated maturity or the stated maturity of any underlying obligation,  as the
case may be (upon the giving or receiving  of notice,  lapse of time,  both,  or
otherwise); or

8.3  BREACH OF CERTAIN COVENANTS.

     Failure  of  Company  to  perform  or  comply  with any  term or  condition
contained in subsection 2.4, 2.5 or 6.2 or Section 7 of this Agreement; or

8.4  BREACH OF WARRANTY.

     Any material  representation,  warranty,  certification  or other statement
made by  Company  or any of its  Subsidiaries  in any  Loan  Document  or in any
statement or certificate at any time given by Company or any of its Subsidiaries
in writing  pursuant  hereto or thereto or in  connection  herewith or therewith
shall be false in any material respect on the date as of which made; or

8.5  OTHER DEFAULTS UNDER LOAN DOCUMENTS.

     Any Loan Party shall default in the  performance of or compliance  with any
term contained in this Agreement or any of the other Loan Documents,  other than
any such term  referred to in any other  subsection  of this Section 8, and such
default  shall not have been remedied or waived within 30 days after the earlier
of (i) an officer of Company  becoming  aware of such default or (ii) receipt by
Company of notice from any Agent or Lender of such default; or

8.6  INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

     (i) A court having  jurisdiction  in the  premises  shall enter a decree or
order for relief in respect of Company or any of its  Subsidiaries  (other  than
Immaterial  Subsidiaries)  in an involuntary  case under the Bankruptcy  Code or
under  any  other  applicable  bankruptcy,  insolvency  or  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 shall be commenced  against Company or any of its Subsidiaries
(other than  Immaterial  Subsidiaries)  under the  Bankruptcy  Code or under any
other  applicable  bankruptcy,  insolvency  or 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 Company or any of its  Subsidiaries
(other than Immaterial  Subsidiaries),  or over all or a substantial part of its
property,  shall have been entered; or there shall have occurred the involuntary
appointment of an interim receiver, trustee or other custodian of Company or any
of  its  Subsidiaries  (other  than  Immaterial   Subsidiaries)  for  all  or  a
substantial  part of its  property;  or a warrant of  attachment,  execution  or
similar  process  shall have been  issued  against any  substantial  part of the
property  of  Company  or  any  of  its  Subsidiaries   (other  than  Immaterial
Subsidiaries),  and any such event  described in this clause (ii) shall continue
for 60 days unless dismissed, bonded or discharged; or

8.7  VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

     (i) Company or any of its Subsidiaries (other than Immaterial Subsidiaries)
shall  have an order  for  relief  entered  with  respect  to it or  commence  a
voluntary  case  under  the  Bankruptcy  Code  or  under  any  other  applicable
bankruptcy,  insolvency  or similar  law now or  hereafter  in effect,  or shall
consent to the entry of an order for relief in an  involuntary  case,  or to the
conversion of an 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 Company or
any of its  Subsidiaries  (other than  Immaterial  Subsidiaries)  shall make any
assignment  for  the  benefit  of  creditors;  or  (ii)  Company  or  any of its
Subsidiaries (other than Immaterial Subsidiaries) shall be unable, or shall fail
generally,  or shall  admit in writing its  inability,  to pay its debts as such
debts  become  due;  or  the  Board  of  Directors  of  Company  or  any  of its
Subsidiaries  (other than Immaterial  Subsidiaries)  (or any committee  thereof)
shall adopt any  resolution or otherwise  authorize any action to approve any of
the actions referred to in clause (i) above or this clause (ii); or

8.8  JUDGMENTS AND ATTACHMENTS.

     (i) Any money  judgment,  writ or warrant of attachment or similar  process
involving (a) in any individual case an amount in excess of $2,500,000 or (b) in
the aggregate at any time an amount in excess of $5,000,000  (in either case not
adequately covered by insurance as to which a solvent and unaffiliated insurance
company has acknowledged  coverage) shall be entered or filed against Company or
any of its  Subsidiaries  or any of their  respective  assets  and shall  remain
undischarged, unvacated, unbonded or unstayed for a period of 60 days (or in any
event later than five days prior to the date of any proposed  sale  thereunder);
or (ii) any money  judgment  shall be  rendered  against  Company  or any of its
Subsidiaries or any of their respective  assets, or any settlement shall require
payment by,  Company or any of its  Subsidiaries  in any  individual  case in an
amount in excess of $12,000,000; (iii) any of the following shall occur twice or
both of the following shall occur:  (a) a money judgment in excess of $5,000,000
in an  individual  case  shall  be  rendered  against  Company  or  any  of  its
Subsidiaries  or any of  their  respective  assets,  or (b) a  settlement  shall
require payment by Company or any of its Subsidiaries in excess of $5,000,000 in
an individual case; provided,  however, that the amount of any money judgment or
required settlement under the preceding clauses (ii) and (iii) shall not include
for the purposes of such clauses any portion  thereof which has been paid for by
insurance or which is adequately  covered by insurance as to which a solvent and
unaffiliated insurance company has acknowledged coverage;  provided further that
for purposes of calculating  payments of amounts under this  subsection  8.8, no
payment  shall be deemed to have been made  hereunder  to the  extent  that such
payment represents an amount reflected as a reserve in the Company's Projections
for potential liabilities arising out of events occurring prior to the Effective
Date; or

8.9  DISSOLUTION.

     Any order,  judgment or decree shall be entered  against  Company or any of
its  Subsidiaries  decreeing  the  dissolution  or split up of  Company  or that
Subsidiary and such order shall remain  undischarged or unstayed for a period in
excess of 30 days; or

8.10 EMPLOYEE BENEFIT PLANS.

     There shall occur one or more ERISA  Events  which  individually  or in the
aggregate results in a Material Adverse Effect; or there shall exist an Unfunded
Current  Liability,  individually  or in the  aggregate  for all  Pension  Plans
(excluding  for purposes of such  computation  any Pension Plans with respect to
which  there is no  Unfunded  Current  Liability),  which  would have a Material
Adverse Effect; or

8.11 CHANGE IN CONTROL.

     (i) Prior to the  consummation  of any initial  public  offering of Company
Common Stock,  (a) the MDC Entities shall at any time not own, in the aggregate,
at least 51% of the combined voting power of Company voting  Securities;  or (b)
any Person  (other  than the MDC  Entities),  including  a "group"  (within  the
meaning of Sections  13(d) and 14(d)(2) of the Exchange Act) which includes such
Person, shall purchase or otherwise acquire, directly or indirectly,  beneficial
ownership  of  Securities  of  Company  and,  as a result  of such  purchase  or
acquisition,  any Person  (together with its associates and  Affiliates),  shall
directly or indirectly beneficially own in the aggregate Securities representing
more than 35% of the combined voting power of Company voting Securities; or (ii)
at any time  thereafter,  (a) the MDC Entities  together shall own,  directly or
indirectly,  in the aggregate,  a lesser percentage of the combined voting power
of Company voting Securities than any other holder,  including a "group" (within
the meaning of Sections  13(d) and 14(d)(2) of the Exchange Act) which  includes
such  holder,  of such voting  Securities;  (b) a majority of the members of the
Board of  Directors of Company  shall not be  Continuing  Directors;  or (c) any
Person (other than the MDC Entities), including a "group" (within the meaning of
Sections  13(d) and 14(d)(2) of the Exchange  Act) which  includes  such Person,
shall  purchase  or  otherwise  acquire,  directly  or  indirectly,   beneficial
ownership  of  Securities  of  Company  and,  as a result  of such  purchase  or
acquisition,  any Person  (together with its associates and  Affiliates),  shall
directly or indirectly beneficially own in the aggregate Securities representing
more than 25% of the combined voting power of Company voting Securities; or

8.12 INVALIDITY OF GUARANTIES.

     At any time after the execution and delivery  thereof,  any Guaranty of the
Obligations of Company,  for any reason other than the  satisfaction  in full of
all Obligations, ceases to be in full force and effect or is declared to be null
and void  (except  with  respect to the  obligations  thereunder  of  Immaterial
Subsidiaries of Company) or any Loan Party (other than  Immaterial  Subsidiaries
of  Company)  denies in writing  that it has any further  liability,  including,
without limitation,  with respect to future advances by Lenders,  under any Loan
Document to which it is a party; or

8.13 FAILURE OF SECURITY.

     Any Collateral  Document shall, at any time,  cease to be in full force and
effect (other than by reason of a release of Collateral thereunder in accordance
with the terms hereof or thereof, the satisfaction in full of the Obligations or
any other  termination of such Collateral  Document in accordance with the terms
hereof or  thereof)  or shall be  declared  null and void;  or the  validity  or
enforceability thereof shall be contested in writing by any Loan Party; or Agent
shall  not  have  or  shall  cease  to  have a valid  security  interest  in any
Collateral  purported  to be covered  thereby,  perfected  and with the priority
required by the  relevant  Collateral  Document,  for any reason  other than the
failure of Agents or any Lender to take any action  within its control,  subject
only to Liens permitted under the applicable Collateral Documents; or

8.14 FAILURE TO CONSUMMATE ACQUISITIONS.

     The Union  Acquisition  shall not be  consummated  in accordance  with this
Agreement and the applicable Related Agreements  concurrently with the making of
the Tranche C Term Loans,  or the Union Merger shall not be  consummated  within
120 days following the Effective Date in accordance  with this Agreement and the
applicable Related  Agreements  concurrently with the making of the Delayed-Draw
Term Loans,  or the Payco  Acquisition,  the  Accelerated  Acquisition,  the NSA
Acquisition,  the  Union  Acquisition  or the  Union  Merger  shall be  unwound,
reversed or otherwise rescinded in whole or in part for any reason;

8.15 DEFAULT UNDER SUBORDINATION PROVISIONS.

     Company or any guarantor of Subordinated  Indebtedness shall fail to comply
with the subordination  provisions  contained in the Subordinated Note Indenture
or  any  other  instrument,  indenture  or  agreement  pursuant  to  which  such
Subordinated Indebtedness is issued;

THEN (i) upon the occurrence of any Event of Default described in subsection 8.6
or 8.7, each of (a) the unpaid  principal  amount of and accrued interest on the
Loans,  (b) an amount equal to the maximum  amount that may at any time be drawn
under all Letters of Credit  then  outstanding  (whether or not any  beneficiary
under any such Letter of Credit  shall have  presented,  or shall be entitled at
such time to present, the drafts or other documents or certificates  required to
draw  under  such  Letter  of  Credit)  and  (c)  all  other  Obligations  shall
automatically become immediately due and payable,  without presentment,  demand,
protest or other  requirements  of any kind,  all of which are hereby  expressly
waived by  Company,  and the  obligation  of each  Lender to make any Loan,  the
obligation  of Chase  Co-Administrative  Agent to issue any Letter of Credit and
the right of any Lender to issue any Letter of Credit  hereunder shall thereupon
terminate, and (ii) upon the occurrence and during the continuation of any other
Event of Default, Chase  Co-Administrative Agent shall, upon the written request
of Requisite Lenders,  by written notice to Company,  declare all or any portion
of the  amounts  described  in clauses (a) through (c) above to be, and the same
shall forthwith become,  immediately due and payable, and the obligation of each
Lender to make any Loan,  the  obligation  of Chase  Co-Administrative  Agent to
issue any  Letter of Credit  and the right of any  Lender to issue any Letter of
Credit  hereunder shall thereupon  terminate;  provided that the foregoing shall
not affect in any way the obligations of Lenders under subsection 3.3C(i) or the
obligations of Lenders to purchase participations in any unpaid Swing Line Loans
as provided in subsection 2.1A(iv).

     Any  amounts  described  in  clause  (b)  above,  when  received  by  Chase
Co-Administrative Agent, shall be held by Chase Co-Administrative Agent pursuant
to the terms of the Collateral Account Agreement and shall be applied as therein
provided.

     Notwithstanding anything contained in the second preceding paragraph, if at
any time  within 60 days after an  acceleration  of the Loans  pursuant  to such
paragraph  Company shall pay all arrears of interest and all payments on account
of  principal  which  shall have become due  otherwise  than as a result of such
acceleration (with interest on principal and, to the extent permitted by law, on
overdue  interest,  at the rates  specified in this Agreement) and all Events of
Default and Potential Events of Default (other than non-payment of the principal
of and  accrued  interest  on the Loans,  in each case which is due and  payable
solely  by virtue of  acceleration)  shall be  remedied  or waived  pursuant  to
subsection 10.6, then Requisite  Lenders,  by written notice to Company,  may at
their option rescind and annul such acceleration and its consequences;  but such
action shall not affect any  subsequent  Event of Default or Potential  Event of
Default or impair any right consequent thereon. The provisions of this paragraph
are  intended  merely to bind  Lenders  to a  decision  which may be made at the
election of Requisite Lenders and are not intended to benefit Company and do not
grant Company the right to require Lenders to rescind or annul any  acceleration
hereunder  or preclude  Agents or Lenders from  exercising  any of the rights or
remedies  available  to  them  under  any of the  Loan  Documents,  even  if the
conditions set forth in this paragraph are met.


                                   SECTION 9.
                                     AGENTS

9.1  APPOINTMENT.

     A. Each of GSCP and Chase is hereby  appointed  a  Co-Administrative  Agent
hereunder and under the other Loan  Documents and each Lender hereby  authorizes
each Co-Administrative Agent to act as its agent in accordance with the terms of
this  Agreement  and the other  Loan  Documents.  Each of GSCP and CSI is hereby
appointed an Arranging  Agent  hereunder and under the other Loan  Documents and
each  Lender  hereby  authorizes  each  Arranging  Agent to act as its  agent in
accordance  with the  terms of this  Agreement  and the  other  Loan  Documents.
SunTrust is hereby appointed Collateral Agent hereunder and under the other Loan
Documents and each Lender hereby authorizes Collateral Agent to act as its agent
in accordance  with the terms of this  Agreement  and the other Loan  Documents.
Each Agent agrees to act upon the express conditions contained in this Agreement
and the other Loan  Documents,  as applicable.  The provisions of this Section 9
are solely  for the  benefit of Agents and  Lenders  and  Company  shall have no
rights  as a  third  party  beneficiary  of any of the  provisions  thereof.  In
performing its functions and duties under this  Agreement,  each Agent shall act
solely as an agent of  Lenders  and does not  assume  and shall not be deemed to
have assumed any obligation  towards or  relationship of agency or trust with or
for Company or any of its Subsidiaries. Upon the Effective Date, all obligations
of Arranging Agents hereunder shall terminate.

     B. APPOINTMENT OF SUPPLEMENTAL COLLATERAL AGENTS. It is the purpose of this
Agreement and the other Loan  Documents  that there shall be no violation of any
law of any jurisdiction denying or restricting the right of banking corporations
or associations to transact  business as agent or trustee in such  jurisdiction.
It is recognized  that in case of litigation  under this Agreement or any of the
other Loan Documents, and in particular in case of the enforcement of any of the
Loan Documents, or in case Chase Co-Administrative Agent deems that by reason of
any present or future law of any jurisdiction  Collateral Agent may not exercise
any of the rights, powers or remedies granted herein or in any of the other Loan
Documents  or take any other  action  which may be  desirable  or  necessary  in
connection  therewith,  it may be necessary that Chase  Co-Administrative  Agent
appoint  an  additional   individual  or  institution  as  a  separate  trustee,
co-trustee,  collateral  agent  or  collateral  co-agent  (any  such  additional
individual  or  institution   being  referred  to  herein   individually   as  a
"SUPPLEMENTAL  COLLATERAL  AGENT" and collectively as  "SUPPLEMENTAL  COLLATERAL
AGENTS").

     In the event that Chase  Co-Administrative  Agent  appoints a  Supplemental
Collateral  Agent with  respect  to any  Collateral,  (i) each and every  right,
power,  privilege or duty  expressed or intended by this Agreement or any of the
other  Loan  Documents  to be  exercised  by or vested in or  conveyed  to Chase
Co-Administrative  Agent with respect to such Collateral shall be exercisable by
and vest in such  Supplemental  Collateral Agent to the extent,  and only to the
extent,  necessary to enable such Supplemental Collateral Agent to exercise such
rights,  powers and  privileges  with respect to such  Collateral and to perform
such duties with respect to such  Collateral,  and every covenant and obligation
contained in the Loan  Documents  and  necessary to the exercise or  performance
thereof by such Supplemental Collateral Agent shall run to and be enforceable by
either Agent or such  Supplemental  Collateral Agent, and (ii) the provisions of
this Section 9 and of subsections  10.2 and 10.3 that refer to Collateral  Agent
shall  inure  to the  benefit  of such  Supplemental  Collateral  Agent  and all
references  therein to  Collateral  Agent  shall be deemed to be  references  to
Collateral Agent and/or such  Supplemental  Collateral Agent, as the context may
require.

     Should any  instrument  in writing  from Company or any other Loan Party be
required  by  any   Supplemental   Collateral   Agent  so   appointed  by  Chase
Co-Administrative  Agent for more fully and certainly  vesting in and confirming
to him or it such rights, powers, privileges and duties, Company shall, or shall
cause such Loan Party to,  execute,  acknowledge  and  deliver  any and all such
instruments promptly upon request by Chase Co-Administrative  Agent. In case any
Supplemental  Collateral  Agent,  or a  successor  thereto,  shall  die,  become
incapable of acting,  resign or be removed, all the rights,  powers,  privileges
and duties of such  Supplemental  Collateral  Agent, to the extent  permitted by
law, shall vest in and be exercised by Collateral Agent until the appointment of
a new Supplemental Collateral Agent.

9.2  POWERS; GENERAL IMMUNITY.

     A. DUTIES SPECIFIED.  Each Lender irrevocably authorizes each Agent to take
such action on such Lender's  behalf and to exercise  such powers  hereunder and
under the other Loan  Documents as are  specifically  delegated to such Agent by
the terms  hereof  and  thereof,  together  with such  powers as are  reasonably
incidental thereto. Each Agent shall have only those duties and responsibilities
that are expressly specified in this Agreement and the other Loan Documents, and
it may perform such duties by or through its agents or employees. No Agent shall
have,  by  reason  of this  Agreement  or any of the  other  Loan  Documents,  a
fiduciary  relationship in respect of any Lender;  and nothing in this Agreement
or any of the other Loan  Documents,  expressed  or  implied,  is intended to or
shall be so construed as to impose upon any Agent any  obligations in respect of
this Agreement or any of the other Loan Documents  except as expressly set forth
herein or therein.

     B. NO RESPONSIBILITY FOR CERTAIN MATTERS.  No Agent shall be responsible to
any   Lender   for  the   execution,   effectiveness,   genuineness,   validity,
enforceability,  collectibility  or  sufficiency  of this Agreement or any other
Loan  Document or for any  representations,  warranties,  recitals or statements
made  herein or  therein  or made in any  written  or oral  statement  or in any
financial or other statements, instruments, reports or certificates or any other
documents furnished by any Agent to Lenders or by or on behalf of Company and/or
its  Subsidiaries  to any  Agent  or any  Lender  in  connection  with  the Loan
Documents  and  the  transactions  contemplated  thereby  or for  the  financial
condition  or  business  affairs of Company or any other  Person  liable for the
payment of any  Obligations,  nor shall any Agent be  required to  ascertain  or
inquire as to the  performance  or observance  of any of the terms,  conditions,
provisions, covenants or agreements contained in any of the Loan Documents or as
to the use of the  proceeds  of the Loans or the use of the Letters of Credit or
as to the  existence or possible  existence of any Event of Default or Potential
Event  of  Default.  Anything  contained  in  this  Agreement  to  the  contrary
notwithstanding,  neither  Co-Administrative  Agent  shall  have  any  liability
arising  from  confirmations  of the  amount of  outstanding  Loans or the Total
Utilization of Revolving Loan Commitments or the component amounts thereof.

     C.  EXCULPATORY  PROVISIONS.  Neither  any  Agent  nor any of such  Agent's
respective officers,  directors,  employees or agents shall be liable to Lenders
for any action taken or omitted by such Agent under or in connection with any of
the Loan Documents  except to the extent caused by such Agent's gross negligence
or willful misconduct. If any Agent shall request instructions from Lenders with
respect  to any act or action  (including  the  failure  to take an  action)  in
connection  with this Agreement or any of the other Loan  Documents,  such Agent
shall be  entitled to refrain  from such act or taking  such  action  unless and
until such Agent shall have received  instructions  from  Requisite  Lenders (or
such other Lenders as may be required to give such instructions under subsection
10.6).  Without  prejudice to the  generality of the  foregoing,  (i) such Agent
shall be entitled to rely,  and shall be fully  protected  in relying,  upon any
communication,  instrument or document  believed by it to be genuine and correct
and to have been signed or sent by the proper  person or  persons,  and shall be
entitled to rely and shall be protected in relying on opinions and  judgments of
attorneys (who may be attorneys for Company and its Subsidiaries),  accountants,
experts and other professional advisors selected by it; and (ii) no Lender shall
have any right of action whatsoever against such Agent as a result of such Agent
acting or (where so instructed)  refraining  from acting under this Agreement or
any of the other Loan Documents in accordance with the instructions of Requisite
Lenders  (or such other  Lenders as may be  required  to give such  instructions
under subsection  10.6). Such Agent shall be entitled to refrain from exercising
any power,  discretion or authority  vested in it under this Agreement or any of
the other Loan Documents  unless and until it has obtained the  instructions  of
Requisite  Lenders  (or such  other  Lenders  as may be  required  to give  such
instructions under subsection 10.6).

     D. AGENTS ENTITLED TO ACT AS LENDER.  The agency hereby created shall in no
way  impair or affect  any of the  rights and powers of, or impose any duties or
obligations  upon, any Agent in its individual  capacity as a Lender  hereunder.
With respect to its  participation in the Loans and the Letters of Credit,  each
Agent shall have the same rights and powers  hereunder  as any other  Lender and
may exercise the same as though it were not  performing the duties and functions
delegated  to it  hereunder,  and the term  "Lender" or "Lenders" or any similar
term shall, unless the context clearly otherwise  indicates,  include such Agent
in its individual  capacity.  Each Agent and its Affiliates may accept  deposits
from,  lend  money  to and  generally  engage  in any  kind of  banking,  trust,
financial advisory or other business with Company or any of its Affiliates as if
it were not  performing  the duties  specified  herein,  and may accept fees and
other  consideration  from  Company  and/or its  Subsidiaries  for  services  in
connection  with this Agreement and otherwise  without having to account for the
same to Lenders.

9.3  REPRESENTATIONS   AND  WARRANTIES;   NO  RESPONSIBILITY  FOR  APPRAISAL  OF
     CREDITWORTHINESS.

     Each Lender  represents  and warrants that it has made its own  independent
investigation  of the  financial  condition  and  affairs  of  Company  and  its
Subsidiaries  in  connection  with the making of the Loans and the  issuance  of
Letters of Credit  hereunder and that it has made and shall continue to make its
own appraisal of the creditworthiness of Company and its Subsidiaries.  No Agent
shall  have any duty or  responsibility,  either  initially  or on a  continuing
basis, to make any such investigation or any such appraisal on behalf of Lenders
or to provide  any  Lender  with any credit or other  information  with  respect
thereto, whether coming into its possession before the making of the Loans or at
any time or times thereafter,  and no Agent shall have any  responsibility  with
respect to the accuracy of or the  completeness of any  information  provided to
Lenders.

9.4  RIGHT TO INDEMNITY.

     Each  Lender,  in  proportion  to its Pro Rata Share,  severally  agrees to
indemnify  each  Agent,  to the  extent  that  such  Agent  shall  not have been
reimbursed  by Company,  for and against any and all  liabilities,  obligations,
losses,  damages,   penalties,   actions,   judgments,  suits,  costs,  expenses
(including, without limitation, counsel fees and disbursements) or disbursements
of any kind or  nature  whatsoever  which  may be  imposed  on,  incurred  by or
asserted  against  such Agent in  performing  its duties  hereunder or under the
other Loan  Documents  or  otherwise  in its  capacity  as such Agent in any way
relating  to or  arising  out of this  Agreement  or the other  Loan  Documents;
provided  that no Lender  shall be liable for any  portion of such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or  disbursements  resulting  from such  Agent's  gross  negligence  or
willful misconduct.

9.5  SUCCESSOR AGENTS AND SWING LINE LENDER.

     A.  SUCCESSOR  AGENTS.  Any Agent may resign at any time by giving 30 days'
prior written notice thereof to the other Agents,  Lenders and Company,  and any
Agent may be  removed  at any time with or  without  cause by an  instrument  or
concurrent  instruments  in writing  delivered to Company and  Co-Administrative
Agents and signed by Requisite  Lenders.  Upon any such notice of resignation or
any such removal,  Requisite  Lenders  shall have the right,  upon five Business
Days' notice to Company,  to appoint a successor  Agent.  Upon the acceptance of
any  appointment as Agent hereunder by a successor  Agent,  that successor Agent
shall  thereupon  succeed  to and become  vested  with all the  rights,  powers,
privileges  and duties of the  retiring  or removed  Agent and the  retiring  or
removed Agent shall be  discharged  from its duties and  obligations  under this
Agreement.  After  any  retiring  or  removed  Agent's  resignation  or  removal
hereunder as Agent,  the provisions of this Section 9 shall inure to its benefit
as to any  actions  taken or omitted to be taken by it while it was Agent  under
this Agreement.

     B.  SUCCESSOR  SWING  LINE  LENDER.  Any  resignation  or  removal of Chase
Co-Administrative  Agent pursuant to subsection  9.5A shall also  constitute the
resignation  or removal of Chase or its successor as Swing Line Lender,  and any
successor Chase  Co-Administrative  Agent appointed  pursuant to subsection 9.5A
shall, upon its acceptance of such appointment,  become the successor Swing Line
Lender for all purposes  hereunder.  In such event (i) Company  shall prepay any
outstanding   Swing  Line  Loans  made  by  the   retiring   or  removed   Chase
Co-Administrative  Agent in its  capacity as Swing Line  Lender,  (ii) upon such
prepayment, the retiring or removed Chase Co-Administrative Agent and Swing Line
Lender  shall  surrender  the  Swing  Line  Note  held  by  it  to  Company  for
cancellation,  and  (iii)  Company  shall  issue a new  Swing  Line  Note to the
successor Chase  Co-Administrative  Agent and Swing Line Lender substantially in
the form of Exhibit VI annexed hereto, in the principal amount of the Swing Line
Loan Commitment then in effect and with other appropriate insertions.

9.6  COLLATERAL DOCUMENTS.

     Each Lender and Agent hereby further  authorizes  Collateral Agent to enter
into each Collateral  Document as secured party on behalf of and for the benefit
of Agents and  Lenders  and  agrees to be bound by the terms of each  Collateral
Document;  provided that Collateral Agent shall not enter into or consent to any
amendment, modification, termination or waiver of any provision contained in any
Collateral  Document  without the prior  consent of  Requisite  Lenders  (or, if
required pursuant to subsection 10.6, all Lenders);  provided further,  however,
that,  without further written consent or authorization  from Requisite Lenders,
Collateral  Agent may execute any documents or  instruments  necessary to effect
the release of any asset constituting Collateral from the Lien of the applicable
Collateral  Document in the event that such asset is sold or otherwise  disposed
of in a  transaction  effected  in  accordance  with  subsection  7.7.  Anything
contained in any of the Loan  Documents to the  contrary  notwithstanding,  each
Lender agrees that no Lender shall have any right  individually  to realize upon
any  of  the  Collateral  under  any  Collateral  Document  (including,  without
limitation,  through the exercise of a right of set-off against call deposits of
such  Lender in which any funds on deposit in the  Collateral  Account  may from
time to time be invested),  it being  understood  and agreed that all rights and
remedies  under the Collateral  Documents may be exercised  solely by Collateral
Agent for the benefit of Lenders in accordance with the terms thereof.

                                   SECTION 10.
                                  MISCELLANEOUS

10.1 ASSIGNMENTS AND PARTICIPATIONS IN LOANS, LETTERS OF CREDIT.

     A. GENERAL.  Subject to subsection  10.1B, each Lender shall have the right
at any time to (i) sell, assign, transfer or negotiate to any Eligible Assignee,
or (ii) sell participations to any Person in, all or any part of its Commitments
(together with its Letters of Credit or  participations  therein made or arising
pursuant to its Revolving  Loan  Commitment)  or any Loan or Loans made by it or
any other interest herein or in any other  Obligations owed to it; provided that
no such sale,  assignment,  transfer or participation shall, without the consent
of Company, require Company to file a registration statement with the Securities
and Exchange Commission or apply to qualify such sale,  assignment,  transfer or
participation under the securities laws of any state;  provided further, that no
such  sale,  assignment  or  transfer  described  in clause  (i) above  shall be
effective  unless  and  until  an  Assignment  Agreement  effecting  such  sale,
assignment or transfer shall have been accepted by Chase Co-Administrative Agent
and  recorded in the  Register as provided in  subsection  10.1B(ii);  provided,
further that no such sale,  assignment,  transfer or participation of any Letter
of Credit  or any  participation  therein  may be made  separately  from a sale,
assignment,  transfer  or  participation  of a  corresponding  interest  in  the
Revolving Loan Commitment and the Revolving  Loans of the Lender  effecting such
sale, assignment, transfer or participation; and provided further that, anything
contained herein to the contrary notwithstanding, the Swing Line Loan Commitment
and the Swing  Line  Loans of Swing Line  Lender  may not be sold,  assigned  or
transferred  as  described  in  clause  (i)  above to any  Person  other  than a
successor  Chase  Co-Administrative  Agent and Swing  Line  Lender to the extent
contemplated by subsection 9.5. Except as otherwise  provided in this subsection
10.1, no Lender shall, as between Company and such Lender, be relieved of any of
its  obligations  hereunder  as a result of any sale,  assignment,  transfer  or
negotiation  of, or any  granting of  participations  in, all or any part of its
Commitments or the Loans, the Letters of Credit or participations therein or the
other Obligations owed to such Lender.

     B.       ASSIGNMENTS.

          (i) Amounts and Terms of Assignments. Each Commitment, Loan, Letter of
     Credit, or participation therein or other Obligation may (a) be assigned in
     any  amount to  another  Lender who is a  Non-Defaulting  Lender,  or to an
     Affiliate  of the  assigning  Lender or another  Lender who, in either such
     case, is a  Non-Defaulting  Lender,  with the consent of  Co-Administrative
     Agents (which consent shall not be unreasonably withheld) and the giving of
     notice to  Company;  provided  that,  after  giving  effect  to a  proposed
     assignment to another Lender,  the assigning Lender shall have an aggregate
     Commitment  of  at  least   $5,000,000   unless  the  proposed   assignment
     constitutes  the aggregate  amount of the  Commitments,  Loans,  Letters of
     Credit, and  participations  therein and other Obligations of the assigning
     Lender,  or (b) be  assigned  in an  aggregate  amount  of  not  less  than
     $5,000,000 (or such lesser amount as shall  constitute the aggregate amount
     of the Commitments,  Loans,  Letters of Credit, and participations  therein
     and other  Obligations  of the  assigning  Lender)  to any  other  Eligible
     Assignee with the consent of Co-Administrative  Agents (which consent shall
     not be unreasonably  withheld) and the giving of notice to Company.  To the
     extent of any such  assignment in accordance  with either clause (a) or (b)
     above,  the  assigning  Lender  shall be relieved of its  obligations  with
     respect to its Commitments,  Loans,  Letters of Credit,  or  participations
     therein  or other  Obligations  or the  portion  thereof so  assigned.  The
     parties  to each  such  assignment  shall  execute  and  deliver  to  Chase
     Co-Administrative  Agent, for its acceptance and recording in the Register,
     an Assignment  Agreement,  together with a processing fee of $3,000 payable
     by the assigning Lender and such certificates, documents or other evidence,
     if any,  with  respect to United  States  federal  income  tax  withholding
     matters as the assignee under such Assignment  Agreement may be required to
     deliver  to  Chase   Co-Administrative   Agent   pursuant   to   subsection
     2.7B(iii)(a).  Upon such execution,  delivery,  acceptance and recordation,
     from and after the effective date specified in such  Assignment  Agreement,
     (y) the assignee thereunder shall be a party hereto and, to the extent that
     rights and obligations  hereunder have been assigned to it pursuant to such
     Assignment  Agreement,  shall have the rights and  obligations  of a Lender
     hereunder and (z) the assigning Lender thereunder shall, to the extent that
     rights and obligations  hereunder have been assigned by it pursuant to such
     Assignment  Agreement,  relinquish  its rights (other than any rights which
     survive the  termination of this Agreement under  subsection  10.9B) and be
     released from its obligations  under this Agreement (and, in the case of an
     Assignment  Agreement covering all or the remaining portion of an assigning
     Lender's  rights and obligations  under this  Agreement,  such Lender shall
     cease to be a party hereto; provided that, anything contained in any of the
     Loan  Documents  to the  contrary  notwithstanding,  if such  Lender is the
     Issuing  Lender  with  respect to any  outstanding  Letters of Credit  such
     Lender  shall  continue  to have all rights and  obligations  of an Issuing
     Lender with  respect to such Letters of Credit  until the  cancellation  or
     expiration of such Letters of Credit and the  reimbursement  of any amounts
     drawn thereunder).  The Commitments  hereunder shall be modified to reflect
     the  Commitments  of such  assignee and any remaining  Commitments  of such
     assigning  Lender and, if any such assignment  occurs after the issuance of
     the Notes  hereunder,  the assigning  Lender shall surrender its applicable
     Notes and, upon such  surrender,  new Notes shall be issued to the assignee
     and, if applicable,  to the assigning Lender,  substantially in the form of
     Exhibit IV-A,  Exhibit IV-B,  Exhibit IV-C, Exhibit V or Exhibit VI annexed
     hereto, as the case may be, with appropriate insertions, to reflect the new
     Commitments and/or outstanding Term Loans of the assignee and the assigning
     Lender.

          (ii)  Acceptance  by Chase  Co-Administrative  Agent;  Recordation  in
     Register.  Upon its  receipt  of an  Assignment  Agreement  executed  by an
     assigning  Lender  and an  assignee  representing  that  it is an  Eligible
     Assignee,  together  with the  processing  fee  referred  to in  subsection
     10.1B(i) and any certificates,  documents or other evidence with respect to
     United States federal income tax withholding matters that such assignee may
     be  required  to  deliver  to Chase  Co-Administrative  Agent  pursuant  to
     subsection  2.7B(iii)(a),  Chase  Co-Administrative  Agent  shall,  if such
     Assignment Agreement has been completed and is in substantially the form of
     Exhibit XIII hereto and if  Co-Administrative  Agents have consented to the
     assignment  evidenced  thereby  (to the extent  such  consent  is  required
     pursuant to subsection  10.1B(i)),  (a) accept such Assignment Agreement by
     executing a counterpart thereof as provided therein (which acceptance shall
     evidence  any  required  consent of Chase  Co-Administrative  Agent to such
     assignment),  (b) record the information contained therein in the Register,
     and (c) give  prompt  notice  thereof to Company.  Chase  Co-Administrative
     Agent shall maintain a copy of each Assignment  Agreement  delivered to and
     accepted by it as provided in this subsection 10.1B(ii).

     C. PARTICIPATIONS. The holder of any participation, other than an Affiliate
of the Lender granting such participation, shall not be entitled to require such
Lender to take or omit to take any action  hereunder except action (i) effecting
the extension of the final maturity of the Loan allocated to such participation,
(ii)  effecting a reduction of the principal  amount of or affecting the rate of
interest  payable on any Loan allocated to such  participation,  (iii) releasing
all or  substantially  all of  the  Collateral,  or  (iv)  releasing  all of the
Guarantors from their obligations under the Guaranties,  and all amounts payable
by Company hereunder  (including,  without  limitation,  amounts payable to such
Lender pursuant to subsections 2.6D, 2.7 and 3.6) shall be determined as if such
Lender  had  not  sold  such  participation.  Company  and  each  Lender  hereby
acknowledge  and agree that,  solely for purposes of subsections  10.4 and 10.5,
(a) any  participation  will give rise to a direct  obligation of Company to the
participant and (b) the participant shall be considered to be a "Lender".

     D. ASSIGNMENTS TO FEDERAL RESERVE BANKS. In addition to the assignments and
participations permitted under the foregoing provisions of this subsection 10.1,
any Lender may  assign  and  pledge all or any  portion of its Loans,  the other
Obligations  owed to such  Lender and its Notes to any Federal  Reserve  Bank as
collateral  security  pursuant to  Regulation A of the Board of Governors of the
Federal Reserve System and any operating circular issued by such Federal Reserve
Bank;  provided that (i) no Lender shall, as between Company and such Lender, be
relieved of any of its obligations  hereunder as a result of any such assignment
and pledge and (ii) in no event shall such Federal Reserve Bank be considered to
be a "Lender" or be entitled to require the assigning  Lender to take or omit to
take any action hereunder.

     E. INFORMATION.  Each Lender may furnish any information concerning Company
and its  Subsidiaries  in the  possession  of that  Lender  from time to time to
assignees and participants  (including  prospective assignees and participants),
subject to subsection 10.20.

     F. LIMITATION. No assignee, participant or other transferee or any Lender's
rights shall be entitled to receive any greater  payment  under  subsection  2.7
than such Lender would have been  entitled to receive with respect to the rights
transferred,  unless such transfer is made with Company's  prior written consent
or at a time when the circumstances  giving rise to such greater payment did not
exist.

     G.  REPRESENTATIONS  OF LENDERS.  Each Lender listed on the signature pages
hereof  hereby  represents  and  warrants  (i) that it is an  Eligible  Assignee
described in clause (i) of the definition  thereof;  (ii) that it has experience
and  expertise in the making of loans such as the Loans;  and (iii) that it will
make its Loans for its own account in the  ordinary  course of its  business and
without  a view  to  distribution  of  such  Loans  within  the  meaning  of the
Securities  Act or the Exchange Act or other federal  securities  laws (it being
understood  that,  subject  to the  provisions  of  this  subsection  10.1,  the
disposition  of such Loans or any  interests  therein  shall at all times remain
within its exclusive control).  Each Lender that becomes a party hereto pursuant
to an Assignment Agreement shall be deemed to agree that the representations and
warranties of such Lender contained in Section 2(c) of such Assignment Agreement
are incorporated herein by this reference.

10.2     EXPENSES.

     Whether or not the transactions  contemplated  hereby shall be consummated,
Company agrees to pay promptly (i) all the actual and  reasonable  costs and out
of  pocket  expenses  of   Co-Administrative   Agents  in  connection  with  the
preparation of the Loan Documents;  (ii) all the actual and reasonable  costs of
furnishing all opinions by counsel for Company  (including,  without limitation,
any opinions requested by Lenders as to any legal matters arising hereunder) and
of Company's performance of and compliance with all agreements and conditions on
its part to be performed  or complied  with under this  Agreement  and the other
Loan  Documents  including,  without  limitation,  with  respect  to  confirming
compliance with environmental and insurance  requirements;  (iii) the reasonable
fees, expenses and disbursements of counsel to Agents (including allocated costs
of internal counsel) in connection with the negotiation,  preparation, execution
and  administration  of the  Loan  Documents  and the  Loans  and any  consents,
amendments,  waivers  or other  modifications  hereto or  thereto  and any other
documents or matters requested by Company;  (iv) all other actual and reasonable
costs  and  expenses  incurred  by Agents in  connection  with the  negotiation,
preparation   and  execution  of  the  Loan   Documents  and  the   transactions
contemplated  hereby and thereby;  and (v) after the  occurrence  of an Event of
Default, all costs and expenses, including reasonable attorneys' fees (including
allocated costs of internal counsel) and costs of settlement, incurred by Agents
and Lenders in enforcing any  Obligations  of or in collecting  any payments due
from Company hereunder or under the other Loan Documents by reason of such Event
of Default or in connection with any refinancing or  restructuring of the credit
arrangements  provided  under this  Agreement in the nature of a  "work-out"  or
pursuant to any insolvency or bankruptcy proceedings.

10.3 INDEMNITY.

     In addition to the payment of expenses pursuant to subsection 10.2, whether
or not the transactions contemplated hereby shall be consummated, Company agrees
to  defend,  indemnify,  pay and  hold  harmless  Agents  and  Lenders,  and the
officers,  directors,  trustees,  partners,  employees,  agents,  attorneys  and
affiliates of any of Agents and Lenders  (collectively called the "INDEMNITEES")
from and against any and all other liabilities,  obligations,  losses,  damages,
penalties,  actions, judgments, suits, claims, costs, expenses and disbursements
of any kind or nature whatsoever (including,  without limitation, the reasonable
fees and  disbursements  of counsel for such  Indemnitees in connection with any
investigative,  administrative or judicial proceeding commenced or threatened by
any Person, whether or not any such Indemnitee shall be designated as a party or
a potential  party  thereto),  whether  direct,  indirect or  consequential  and
whether  based  on any  federal,  state  or  foreign  laws,  statutes,  rules or
regulations  (including,  without  limitation,  securities and commercial  laws,
statutes,  rules or  regulations  and  Environmental  Laws),  on  common  law or
equitable  cause or on contract or otherwise,  that may be imposed on,  incurred
by, or  asserted  against  any such  Indemnitee,  in any manner  relating  to or
arising out of this  Agreement or the other Loan  Documents or the  transactions
contemplated  hereby  or  thereby  (including,   without  limitation,   Lenders'
agreement to make the Loans hereunder or the use or intended use of the proceeds
of any of the Loans or the issuance of Letters of Credit hereunder or the use or
intended  use  of any  of  the  Letters  of  Credit)  (collectively  called  the
"INDEMNIFIED LIABILITIES");  provided that Company shall not have any obligation
to any Indemnitee  hereunder with respect to any Indemnified  Liabilities to the
extent, and only to the extent, of any particular liability,  obligation,  loss,
damage,  penalty, claim, cost, expense or disbursement that arose from the gross
negligence  or willful  misconduct  of that  Indemnitee as determined by a final
judgment  of  a  court  of  competent  jurisdiction.  To  the  extent  that  the
undertaking  to  defend,  indemnify,  pay and  hold  harmless  set  forth in the
preceding  sentence may be  unenforceable  because it is violative of any law or
public policy, Company shall contribute the maximum portion that it is permitted
to pay and satisfy under  applicable law to the payment and  satisfaction of all
Indemnified Liabilities incurred by the Indemnitees or any of them.

10.4 SET-OFF; SECURITY INTEREST IN DEPOSIT ACCOUNTS.

     In addition to any rights now or hereafter granted under applicable law and
not by way of limitation of any such rights,  upon the occurrence and during the
continuance of any Event of Default each Lender is hereby  authorized by Company
at any time or from  time to time,  without  notice to  Company  or to any other
Person,  any  such  notice  being  hereby  expressly  waived,  to set off and to
appropriate  and to apply any and all deposits  (general or special,  including,
but not limited to, Indebtedness  evidenced by certificates of deposit,  whether
matured  or  unmatured,   but  not  including  trust  accounts)  and  any  other
Indebtedness  at any time held or owing by that  Lender  (at any  office of that
Lender wherever  located) to or for the credit or the account of Company against
and on account of the  obligations  and  liabilities  of Company to that  Lender
under this  Agreement,  the  Notes,  the  Letters  of Credit and  participations
therein,  including, but not limited to, all claims of any nature or description
arising  out of or  connected  with this  Agreement,  the Notes,  the Letters of
Credit and  participations  therein or any other Loan Document,  irrespective of
whether or not (i) that Lender shall have made any demand  hereunder or (ii) the
principal  of or the  interest  on the Loans or any  amounts  in  respect of the
Letters of Credit or any other amounts due  hereunder  shall have become due and
payable pursuant to Section 8 and although said obligations and liabilities,  or
any of them,  may be contingent or unmatured.  Company  hereby further grants to
each  Agent  and  Lender  a  security  interest  in all  deposits  and  accounts
maintained with such Agent or Lender as security for the Obligations.

10.5 RATABLE SHARING.

     Lenders hereby agree among themselves that if any of them shall, whether by
voluntary  payment (other than a voluntary  prepayment of Loans made and applied
in accordance with the terms of this  Agreement),  by realization upon security,
through the exercise of any right of set-off or banker's  lien, by  counterclaim
or cross action or by the  enforcement  of any right under the Loan Documents or
otherwise,  or as adequate  protection of a deposit  treated as cash  collateral
under the Bankruptcy  Code,  receive payment or reduction of a proportion of the
aggregate amount of principal,  interest,  amounts payable in respect of Letters
of Credit, fees and other amounts then due and owing to that Lender hereunder or
under the other Loan Documents  (collectively,  the  "AGGREGATE  AMOUNTS DUE" to
such Lender) which is greater than the  proportion  received by any other Lender
in respect of the Aggregate  Amounts Due to such other  Lender,  then the Lender
receiving  such   proportionately   greater   payment  shall  (i)  notify  Chase
Co-Administrative Agent and each other Lender of the receipt of such payment and
(ii) apply a portion of such payment to purchase  participations (which it shall
be deemed to have purchased from each seller of a  participation  simultaneously
upon the receipt by such seller of its portion of such payment) in the Aggregate
Amounts  Due to the  other  Lenders  so that all such  recoveries  of  Aggregate
Amounts  Due shall be shared  by all  Lenders  in  proportion  to the  Aggregate
Amounts  Due to  them;  provided  that if all or  part  of such  proportionately
greater payment received by such purchasing Lender is thereafter  recovered from
such Lender upon the  bankruptcy,  reorganization  or  insolvency  proceeding of
Company or otherwise, those purchases shall be rescinded and the purchase prices
paid for such participations shall be returned to such purchasing Lender ratably
to the extent of such recovery, but without interest. Company expressly consents
to the foregoing  arrangement and agrees that any holder of a  participation  so
purchased  may  exercise  any  and all  rights  of  banker's  lien,  set-off  or
counterclaim  with respect to any and all monies owing by Company to that holder
with  respect  thereto  as fully as if that  holder  were owed the amount of the
participation held by that holder.

10.6 AMENDMENTS AND WAIVERS.

     A. No amendment,  modification,  termination  or waiver of any provision of
this  Agreement or of the Notes,  or consent to any  departure by Company or any
other Loan Party therefrom,  shall in any event be effective without the written
concurrence   of  Requisite   Lenders;   provided   that  any  such   amendment,
modification, termination, waiver or consent which: reduces the principal amount
of any of the Loans;  reduces the  percentage  specified  in the  definition  of
"Requisite  Lenders" (it being  understood  that,  with the consent of Requisite
Lenders,  additional  extensions  of credit  pursuant to this  Agreement  may be
included in the  determination of "Requisite  Lenders" on substantially the same
basis as the Tranche A Term Loan  Commitments,  Tranche A Term Loans,  Tranche B
Term Loan  Commitments,  Tranche B Term Loans,  Tranche C Term Loan Commitments,
Tranche  C Term  Loans,  Revolving  Loan  Commitments  and  Revolving  Loans are
included on the  Effective  Date);  changes in any manner any  provision of this
Agreement which, by its terms, expressly requires the approval or concurrence of
all Lenders;  postpones the scheduled  final  maturity date of any of the Loans;
postpones  the date or reduces  the  amount of any  scheduled  payment  (but not
prepayment)  of principal of any of the Loans;  postpones  the date on which any
interest or any fees are payable;  decreases  the interest  rate borne by any of
the Loans (other than any waiver of any increase in the interest rate applicable
to any of the  Loans  pursuant  to  subsection  2.2E) or the  amount of any fees
payable hereunder;  increases the maximum duration of Interest Periods permitted
hereunder; releases all or substantially all of the Collateral;  releases all of
the Guarantors from their obligations  under the Guaranties;  reduces the amount
or  postpones  the due date of any amount  payable in respect of, or extends the
required  expiration  date of, any Letter of Credit;  changes the obligations of
Lenders relating to the purchase of  participations  in Letters of Credit in any
manner that could be adverse to any Issuing Lender; or changes in any manner the
provisions  contained  in  subsection  8.1 or this  subsection  10.6;  shall  be
effective  only if evidenced by a writing  signed by or on behalf of all Lenders
to whom  are  owed  Obligations  being  directly  affected  by  such  amendment,
modification,  termination,  waiver or consent. In addition,  (i) any amendment,
modification,  termination  or  waiver  of any of the  provisions  contained  in
Section 4 shall be  effective  only if  evidenced  by a writing  signed by or on
behalf of  Co-Administrative  Agents and Requisite  Lenders,  (ii) no amendment,
modification,  termination  or  waiver  of any  provision  of any Note  shall be
effective  without the written  concurrence of the Lender which is the holder of
that  Note,  (iii) no  amendment,  modification,  termination  or  waiver of any
provision of this Agreement which  disproportionately  and adversely affects the
obligation  of any Loan Party to make  payments  (including  without  limitation
mandatory  prepayments) to the holders of the Tranche A Term Loans,  the holders
of the Tranche B Term  Loans,  the holders of the Tranche C Loans or the holders
of the  Revolving  Loans and  Revolving  Loan  Commitments,  shall be  effective
without the written concurrence of the holders of 51% in principal amount of the
class  (i.e.,  Tranche A Term Loans,  Tranche B Term  Loans,  Tranche C Loans or
Revolving Loans and Revolving Loan Commitments each being a "class" of Loans) of
Loans so  disproportionately  and  adversely  affected;  (iv) no increase in the
Commitments  of any  Lender  over the  amount  thereof  then in effect  shall be
effective  without the written  concurrence of that Lender,  it being understood
and  agreed  that in no event  shall  waivers  or  modifications  of  conditions
precedent,  covenants,  Events of Default,  Potential  Events of Default or of a
mandatory  prepayment or a reduction of any or all of the  Commitments be deemed
to constitute  an increase of the  Commitment of any Lender and that an increase
in the available  portion of any Commitment of any Lender shall not be deemed to
constitute  an increase in the  Commitment  of such  Lender,  (v) no  amendment,
modification,  termination or waiver of any provision of subsection  2.1A(iv) or
any other provision of this Agreement relating to the Swing Line Loan Commitment
or the Swing Line Loans shall be effective  without the written  concurrence  of
Swing Line Lender, (vi) no amendment, modification, termination or waiver of any
provision  of Section 3  relating  to the  rights or  obligations  of any or all
Issuing  Lenders  shall be effective  without the written  concurrence  of Chase
Co-Administrative Agent and each Lender who is an Issuing Lender with respect to
any Letter of Credit then  outstanding,  and (vii) no  amendment,  modification,
termination or waiver of any provision of Section 9 or of any other provision of
this  Agreement  which,  by  its  terms,  expressly  requires  the  approval  or
concurrence of Chase Co-Administrative Agent or Co-Administrative Agent shall be
effective without the written  concurrence of Chase  Co-Administrative  Agent or
Co-Administrative  Agent, as the case may be, Chase Co-Administrative Agent may,
but shall have no obligation  to, with the  concurrence  of any Lender,  execute
amendments,  modifications,  waivers or consents on behalf of that  Lender.  Any
waiver or consent shall be effective  only in the specific  instance and for the
specific  purpose  for which it was given.  No notice to or demand on Company in
any case  shall  entitle  Company  to any other or  further  notice or demand in
similar or other circumstances. Any amendment, modification, termination, waiver
or consent  effected in accordance  with this  subsection  10.6 shall be binding
upon each Lender at the time  outstanding,  each future Lender and, if signed by
Company, on Company.

     B. If,  in  connection  with any  proposed  change,  waiver,  discharge  or
termination  to any of the provision of this  Agreement as  contemplated  by the
proviso in the first sentence of this subsection  10.6, the consent of Requisite
Lenders is  obtained  but  consent of one or more of such  other  Lenders  whose
consent  is  required  is  not  obtained,  then  Company  may,  so  long  as all
non-consenting Lenders are so treated, elect to terminate such Lender as a party
to this  Agreement;  provided  that,  concurrently  with such  termination,  (i)
Company shall pay that Lender all principal, interest and fees and other amounts
due to be paid to such Lender with  respect to all periods  through such date of
termination,  (ii) another  financial  institution  satisfactory  to Company and
Co-Administrative  Agents (or if either Co-Administrative Agent is also a Lender
to   be   terminated,   the   successor    Co-Administrative   Agent   and   the
Co-Administrative  Agent not so  terminated)  shall agree,  as of such date,  to
become a Lender for all purposes under this Agreement  (whether by assignment or
amendment)  and to assume all  obligations  of the Lender to be terminated as of
such date, and (iii) all documents and supporting  materials  necessary,  in the
judgment of Co-Administrative  Agents (or if either  Co-Administrative  Agent is
also a Lender to be terminated,  the successor  Co-Administrative  Agent and the
Co-Administrative  Agent not so terminated) to evidence the substitution of such
Lender shall have been received and approved by  Co-Administrative  Agents as of
such date.

10.7 INDEPENDENCE OF COVENANTS.

     All  covenants  hereunder  shall be given  independent  effect so that if a
particular  action or condition is not permitted by any of such  covenants,  the
fact that it would be permitted by an exception to, or would otherwise be within
the limitations of, another  covenant shall not avoid the occurrence of an Event
of Default or  Potential  Event of Default if such action is taken or  condition
exists.

10.8 NOTICES.

     Unless  otherwise   specifically  provided  herein,  any  notice  or  other
communication  herein  required or permitted to be given shall be in writing and
may be personally served,  telecopied,  telexed or sent by United States mail or
courier  service and shall be deemed to have been given when delivered in person
or by courier service,  upon receipt of telecopy or telex, or four Business Days
after  depositing  it in the United States mail,  registered or certified,  with
postage  prepaid  and  properly  addressed;   provided  that  notices  to  Chase
Co-Administrative  Agent shall not be effective until received. For the purposes
hereof,  the  address  of each  party  hereto  shall be as set forth  under such
party's  name on the  signature  pages  hereof  or (i) as to  Company  and Chase
Co-Administrative  Agent,  such  other  address as shall be  designated  by such
Person in a written notice  delivered to the other parties hereto and (ii) as to
each other party,  such other  address as shall be designated by such party in a
written notice delivered to Chase Co-Administrative Agent.

10.9 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

     A. All representations, warranties and agreements made herein shall survive
the execution and delivery of this Agreement and the making of the Loans and the
issuance of the Letters of Credit hereunder.

     B.  Notwithstanding  anything  in this  Agreement  or implied by law to the
contrary,  the agreements of Company set forth in subsections  2.6D,  2.7, 3.5A,
3.6, 10.2,  10.3 and 10.4 and the agreements of Lenders set forth in subsections
9.2C,  9.4,  10.4,  10.5 and 10.20 shall  survive the payment of the Loans,  the
cancellation or expiration of the Letters of Credit and the reimbursement of any
amounts drawn or paid thereunder, and the termination of this Agreement.

10.10 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

     No  failure  or  delay  on  the  part  of  Chase  Co-Administrative  Agent,
Collateral Agent or any Lender in the exercise of any power,  right or privilege
hereunder or under any other Loan  Document  shall  impair such power,  right or
privilege or be construed to be a waiver of any default or acquiescence therein,
nor shall any single or partial  exercise of any such power,  right or privilege
preclude  other or  further  exercise  thereof or of any other  power,  right or
privilege.  All rights and remedies  existing under this Agreement and the other
Loan  Documents are  cumulative to, and not exclusive of, any rights or remedies
otherwise available.

10.11 MARSHALLING; PAYMENTS SET ASIDE.

     Neither  Chase  Co-Administrative  Agent nor any Lender  shall be under any
obligation  to marshal  any  assets in favor of  Company  or any other  party or
against  or in  payment of any or all of the  Obligations.  To the  extent  that
Company makes a payment or payments to Chase Co-Administrative Agent, Collateral
Agent or Lenders (or to Chase  Co-Administrative  Agent or Collateral  Agent for
the benefit of Lenders), or Chase  Co-Administrative  Agent, Collateral Agent or
Lenders enforce any security  interests or exercise their rights of setoff,  and
such  payment or payments or the proceeds of such  enforcement  or setoff or any
part  thereof  are  subsequently  invalidated,  declared  to  be  fraudulent  or
preferential,  set aside and/or required to be repaid to a trustee,  receiver or
any other party under any bankruptcy law, any other state or federal law, common
law or any equitable cause, then, to the extent of such recovery, the obligation
or part thereof originally  intended to be satisfied,  and all Liens, rights and
remedies  therefor or related  thereto,  shall be revived and  continued in full
force  and  effect  as if such  payment  or  payments  had not been made or such
enforcement or setoff had not occurred.

10.12 SEVERABILITY.

     In case any  provision in or obligation  under this  Agreement or the Notes
shall be invalid,  illegal or unenforceable in any  jurisdiction,  the validity,
legality and  enforceability of the remaining  provisions or obligations,  or of
such provision or obligation in any other jurisdiction,  shall not in any way be
affected or impaired thereby.

10.13 OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.

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

10.14 HEADINGS.

     Section and subsection  headings in this Agreement are included  herein for
convenience  of reference only and shall not constitute a part of this Agreement
for any other purpose or be given any substantive effect.

10.15 APPLICABLE LAW.

     THIS  AGREEMENT  AND THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES  HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED  AND ENFORCED IN  ACCORDANCE  WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),  WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.

10.16 SUCCESSORS AND ASSIGNS.

     This  Agreement  shall  be  binding  upon  the  parties  hereto  and  their
respective  successors and assigns and shall inure to the benefit of the parties
hereto and the  successors  and  assigns of Lenders  (it being  understood  that
Lenders' rights of assignment are subject to subsection 10.1).  Company's rights
or  obligations  hereunder  nor any  interest  therein  may not be  assigned  or
delegated by Company without the prior written consent of all Lenders.

10.17 CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

     ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS THEREUNDER, MAY
BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE,
COUNTY  AND CITY OF NEW  YORK.  BY  EXECUTING  AND  DELIVERING  THIS  AGREEMENT,
COMPANY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY

          (I)   ACCEPTS   GENERALLY   AND   UNCONDITIONALLY   THE   NONEXCLUSIVE
     JURISDICTION AND VENUE OF SUCH COURTS;

          (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

          (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY
     SUCH COURT MAY BE MADE BY  REGISTERED  OR CERTIFIED  MAIL,  RETURN  RECEIPT
     REQUESTED, TO COMPANY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION
     10.8;

          (IV)  AGREES  THAT  SERVICE  AS  PROVIDED  IN  CLAUSE  (III)  ABOVE IS
     SUFFICIENT  TO  CONFER  PERSONAL  JURISDICTION  OVER  COMPANY  IN ANY  SUCH
     PROCEEDING  IN ANY SUCH COURT,  AND  OTHERWISE  CONSTITUTES  EFFECTIVE  AND
     BINDING SERVICE IN EVERY RESPECT;

          (V) AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER
     MANNER  PERMITTED  BY LAW OR TO BRING  PROCEEDINGS  AGAINST  COMPANY IN THE
     COURTS OF ANY OTHER JURISDICTION; AND

          (VI) AGREES THAT THE PROVISIONS OF THIS  SUBSECTION  10.17 RELATING TO
     JURISDICTION  AND VENUE  SHALL BE BINDING  AND  ENFORCEABLE  TO THE FULLEST
     EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR
     OTHERWISE.

10.18 WAIVER OF JURY TRIAL.

     EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS  AGREEMENT OR ANY OF THE OTHER LOAN  DOCUMENTS  OR ANY DEALINGS  BETWEEN
THEM  RELATING  TO  THE  SUBJECT   MATTER  OF  THIS  LOAN   TRANSACTION  OR  THE
LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver
is intended to be  all-encompassing of any and all disputes that may be filed in
any court and that relate to the subject matter of this transaction,  including,
without limitation,  contract claims, tort claims, breach of duty claims and all
other common law and statutory claims.  Each party hereto acknowledges that this
waiver is a material inducement to enter into a business relationship, that each
has already relied on this waiver in entering into this Agreement, and that each
will  continue to rely on this waiver in their  related  future  dealings.  Each
party hereto further  warrants and  represents  that it has reviewed this waiver
with its legal  counsel and that it knowingly  and  voluntarily  waives its jury
trial  rights  following   consultation  with  legal  counsel.  THIS  WAIVER  IS
IRREVOCABLE,  MEANING  THAT IT MAY NOT BE MODIFIED  EITHER  ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION
10.18 AND EXECUTED BY EACH OF THE PARTIES  HERETO),  AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT  AMENDMENTS,  RENEWALS,  SUPPLEMENTS OR  MODIFICATIONS TO THIS
AGREEMENT  OR ANY OF THE  OTHER  LOAN  DOCUMENTS  OR TO ANY OTHER  DOCUMENTS  OR
AGREEMENTS  RELATING TO THE LOANS MADE  HEREUNDER.  In the event of  litigation,
this Agreement may be filed as a written consent to a trial by the court.

10.19 CONFIDENTIALITY.

     Each Lender shall hold all non-public  information obtained pursuant to the
requirements  of this Agreement  which has been  identified as  confidential  by
Company in  accordance  with such  Lender's  customary  procedures  for handling
confidential  information  of this  nature,  it being  understood  and agreed by
Company that in any event a Lender may make disclosures  reasonably  required by
any bona  fide  assignee,  transferee  or  participant  in  connection  with the
contemplated  assignment  or  transfer  by  such  Lender  of  any  Loans  or any
participation  therein or as required or requested by any governmental agency or
representative  thereof  or  pursuant  to  legal  process  or  by  the  National
Association of Insurance Commissioners or in connection with the exercise of any
remedy under the Loan Documents;  provided that, unless specifically  prohibited
by  applicable  law or court  order,  each Lender  shall  notify  Company of any
request by any  governmental  agency or  representative  thereof (other than any
such request in connection  with any  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;  and provided, further that
in no event shall any Lender be  obligated  or required to return any  materials
furnished by Company or any of its Subsidiaries.

10.20 COUNTERPARTS; EFFECTIVENESS.

     This Agreement and any amendments,  waivers, consents or supplements hereto
or in connection  herewith may be executed in any number of counterparts  and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed and delivered  shall be deemed an original,  but all such  counterparts
together shall constitute but one and the same  instrument;  signature pages may
be  detached  from  multiple  separate  counterparts  and  attached  to a single
counterpart  so that all  signature  pages are  physically  attached to the same
document.

     It is the intention of each of the parties hereto that the Existing  Credit
Agreement be amended and restated so as to preserve the  perfection and priority
of all  security  interests  securing  indebtedness  and  obligations  under the
Existing Credit Agreement and the other Loan Documents and that all indebtedness
and obligations of Company and its  Subsidiaries  hereunder and thereunder shall
be  secured  by the  Collateral  Documents  and that  this  Agreement  shall not
constitute a novation of the  obligations  and  liabilities  existing  under the
Existing  Credit  Agreement or be deemed to evidence or constitute  repayment of
all or any portion of any such  obligations or  liabilities.  The parties hereto
further  acknowledge  and agree that this Agreement  constitutes an amendment of
the Existing Credit Agreement made under the terms of subsection 10.6 thereof.

     The Agreement  shall become  effective  upon the execution of a counterpart
hereof by Company,  Co-Administrative Agents, Requisite Lenders (as such term is
defined in the  Existing  Credit  Agreement)  and the New Lenders and receipt by
Company and Chase  Co-Administrative Agent of written or telephonic notification
of such execution and authorization of delivery  thereof;  provided that, unless
and until all of the conditions  set forth in subsections  4.2 and 4.4 have been
satisfied or waived in accordance  with  subsection  10.6 of the Existing Credit
Agreement,  the Existing Credit  Agreement shall remain in full force and effect
without  giving  effect  to the  amendments  set  forth  herein,  all as if this
Agreement had never been executed and delivered.


                  [Remainder of page intentionally left blank]



<PAGE>


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

COMPANY:                 OUTSOURCING SOLUTIONS INC.


                                   By:   ____________________________
                                         Name:
                                         Title:


                                   Notice Address:

                                   390 South Woods Mill Road, Suite 150
                                   Chesterfield, Missouri 63017
                                   Attention:   Daniel J. Dolan
                                                Chief Financial Officer
                                   Facsimile:   (314) 576-1867

                                   with a copy to:

                                   McCown De Leeuw & Co.
                                   31st Floor
                                   101 East 52nd Street
                                   New York, New York 10022
                                   Attention:   Tyler T. Zachem
                                   Facsimile:   (212) 355-6283
                                                (212) 355-6945

                                   and a copy to:

                                   White & Case
                                   1155 Avenue of the Americas
                                   New York, New York 10036
                                   Attention:   Frank L. Schiff, Esq.
                                   Facsimile:   (212) 819-7817


<PAGE>


AGENTS AND LENDERS:      GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                  individually, as a Co-Administrative Agent 
                                  and as an Arranging Agent


                                  By:   _____________________________
                                        Authorized Signatory


                                  Notice Address:

                                  Goldman Sachs Credit Partners L.P.
                                  c/o Goldman, Sachs & Co.
                                  85 Broad Street
                                  New York, New York 10004
                                  Attention:    Stephen King
                                  Telephone:    (212) 902-8123
                                  Facsimile:    (212) 357-8680

                                  with a copy to:

                                  Goldman Sachs Credit Partners L.P.
                                  c/o Goldman, Sachs & Co.
                                  85 Broad Street
                                  New York, New York 10004
                                  Attention:    Lola Small
                                  Telephone:    (212) 902-4599
                                  Facsimile:    (212) 357-4597



<PAGE>


                                  THE CHASE MANHATTAN BANK,
                                  individually and as a Co-Administrative Agent


                                  By:   _____________________________
                                        Gail Weiss
                                        Vice President

                                  Notice Address:

                                  270 Park Avenue, 36th Floor
                                  New York, New York 10017
                                  Attention:   William J. Caggiano
                                  Telephone:   (212) 270-5049
                                  Facsimile:   (212) 270-1789

                                  with a copy to:

                                  One Chase Manhattan Plaza
                                  8th Floor
                                  New York, New York 10081
                                  Attention:   Sandra Miklave
                                               Loan Servicing Group
                                  Telephone:   (212) 552-7953
                                  Facsimile:   (212) 552-5658




<PAGE>


                                  SUNTRUST BANK, ATLANTA,
                                  individually and as Collateral Agent


                                  By:   _____________________________
                                        Dennis H. James, Jr.
                                        Assistant Vice President


                                  By:   _____________________________
                                        Name:
                                        Title:

                                  Notice Address:

                                  Suntrust Bank, Atlanta
                                  25 Park Place, 23rd Floor
                                  Atlanta, Georgia 30303
                                  Attention:   Dennis H. James, Jr.
                                  Telephone:   (404) 588-7963
                                  Facsimile:   (404) 588-8833

                                  With a copy to:

                                  Suntrust Bank, Atlanta
                                  25 Park Place, 23rd Floor
                                  Atlanta, Georgia 30303
                                  Attention:   Devyonne Aabeel
                                  Telephone:   (404) 588-7077
                                  Facsimile:   (404) 588-8833



<PAGE>


                                  THE FIRST NATIONAL BANK OF CHICAGO


                                  By:   _____________________________
                                        Name:
                                        Title:

                                  Notice Address:

                                  The First National Bank of Chicago
                                  One First National Plaza
                                  Mail Suite 0173
                                  Chicago, IL 60670-0173
                                  Attention:   William J. Oleferchik
                                  Telephone:   (312) 732-2947
                                  Facsimile:   (312) 732-1117

                                  With a copy to:

                                  The First National Bank of Chicago
                                  One First National Plaza
                                  Mail Suite 0364
                                  Chicago, IL 60670-0364
                                  Telephone:   (312) 732-6503
                                  Facsimile:   (312) 732-1117




<PAGE>


                                  BANK OF SCOTLAND


                                  By:  ______________________________
                                       Name:
                                       Title:


                                  Notice Address:

                                  Bank of Scotland
                                  565 Fifth Avenue, 5th Floor
                                  New York, New York 10017
                                  Attention:    John Kelly
                                  Telephone:    (212) 450-0830
                                  Facsimile:    (212) 682-5720


                                  With a copy to:

                                  Bank of Scotland
                                  565 Fifth Avenue, 5th Floor
                                  New York, New York 10017
                                  Attention:    Janet Taffe
                                                Assistant Vice President
                                  Telephone:    (212) 450-0872
                                  Facsimile:    (212) 557-9460



<PAGE>


                                  MERRILL LYNCH SENIOR FLOATING
                                  RATE FUND, INC.


                                  By:   _____________________________
                                        Name:
                                        Title:

                                  Notice Address:

                                  Merrill Lynch Asset Management
                                  800 Scudders Mill Road - Area 2C
                                  Plainsboro, New Jersey 08536
                                  Attention:   Anthony Clemente
                                  Telephone:   (609) 282-2092
                                  Facsimile:   (609) 282-2756



<PAGE>





                       THIS PAGE INTENTIONALLY LEFT BLANK


<PAGE>


                                  CREDITANSTALT - BANKVEREIN


                                  By:   _____________________________
                                        Robert M. Biringer
                                        Executive Vice President


                                  By:   _____________________________
                                        Carl G. Drake
                                        Senior Associate

                                  Notice Address:

                                  Creditanstalt
                                  Two Ravina Drive, Suite 1680
                                  Atlanta, Georgia 30346
                                  Attention:   Robert M. Biringer
                                  Telephone:   (770) 390-1850
                                  Facsimile:   (770) 390-1851

                                  With a copy to:

                                  Troutman Sanders
                                  Suite 5200
                                  600 Peachtree Street, N.W.
                                  Atlanta, GA 30308
                                  Attention:   Hazen Dempster
                                  Telephone:   (404) 885-3000
                                  Facsimile:   (404) 885-3947

                                  Creditanstalt
                                  Two Greenwich Plaza
                                  Greenwich, CT 06830
                                  Attention:   Lisa Bruno
                                  Telephone:   (203) 861-6464
                                  Facsimile:   (203) 861-6594



<PAGE>


                                  BANKBOSTON, N.A.


                                  By:   _____________________________
                                        Name:
                                        Title:

                                  Notice Address:

                                  BankBoston, N.A.
                                  Diversified Finance
                                  100 Federal Street, MS 01-08-05
                                  Boston, Massachusetts 02110
                                  Attention:   Clifford A. Gaysunas
                                               Assistant Vice President
                                  Telephone:   (617) 434-3051
                                  Facsimile:   (617) 434-4929


                                  With a copy to:

                                  BankBoston, N.A.
                                  Commercial Loan Services
                                  100 Federal Street, MS 01-08-04
                                  Boston, Massachusetts 02110
                                  Attention:   Joan Broderick
                                               Administrative Officer
                                  Telephone:   (617) 434-2456
                                  Facsimile:   (617) 434-9820


<PAGE>


                                  HELLER FINANCIAL, INC.


                                  By:   _____________________________
                                        Name:
                                        Title:

                                  Notice Address:

                                  Heller Financial
                                  500 West Monroe Street
                                  Chicago, Illinois 60661
                                  Attention:   Patrick Hayes
                                  Telephone:   (312) 441-7035
                                  Facsimile:   (312) 441-7357


<PAGE>







                       THIS PAGE INTENTIONALLY LEFT BLANK


<PAGE>


                                  PNC BANK, NATIONAL ASSOCIATION


                                  By:   _____________________________
                                        Name:
                                        Title:

                                  Notice Address:

                                  PNC Bank
                                  345 Park Avenue, 29th Floor
                                  New York, New York 10154
                                  Attention:   Mark Williams
                                  Telephone:   (212) 409-3724
                                  Facsimile:   (212) 409-3737

                                  With a copy to:

                                  PNC Bank
                                  345 Park Avenue, 29th Floor
                                  New York, New York 10154
                                  Attention:   Anna Di Rocco
                                  Telephone:   (212) 409-3717
                                  Facsimile:   (212) 409-3737


<PAGE>


                                  SOUTHERN PACIFIC BANK


                                  By:   _____________________________
                                        Name:
                                        Title:

                                  Notice Address:

                                  Southern Pacific Bank
                                  12300 Wilshire Blvd.
                                  Los Angeles, California 90025
                                  Attention:   Chris Kelleher
                                               Charles D. Martorano
                                  Telephone:   (310) 442-3351/3315
                                  Facsimile:   (310) 207-4067

                                  With a copy to:

                                  Southern Pacific Bank
                                  12300 Wilshire Blvd.
                                  Los Angeles, California 90025
                                  Attention:   Charles Williams
                                  Telephone:   (310) 442-3312
                                  Facsimile:   (310) 207-4067



<PAGE>


                                  VAN KAMPEN AMERICAN CAPITAL
                                  PRIME RATE INCOME TRUST


                                  By:   _____________________________
                                        Name:
                                        Title:

                                  Notice Address:

                                  Van Kampen American Capital
                                  One Parkview Plaza
                                  Oakbrook Terrace, Illinois 60181
                                  Attention:   Jeffrey Maillet
                                  Telephone:   (630) 684-6438
                                  Facsimile:   (630) 684-6740



<PAGE>


                                  INDOSUEZ CAPITAL FUNDING II, LTD.

                                  By:  INDOSUEZ CAPITAL LUXEMBOURG, 
                                       as Collateral Manager

                                       By:   _______________________
                                             Name:
                                             Title:



                                  INDOSUEZ CAPITAL FUNDING III, LTD.

                                  By:  INDOSUEZ CAPITAL LUXEMBOURG, 
                                       as Collateral Manager


                                       By:   ________________________
                                             Name:
                                             Title:


                                  Notice Address:

                                  Indosuez Capital
                                  1211 Avenue of the Americas
                                  New York, NY 10036
                                  Attention:   Francoise Berthelot
                                  Telephone:   (212) 278-2213
                                  Facsimile:   (212) 278-2254


<PAGE>


                                  SENIOR DEBT PORTFOLIO

                                  By:  BOSTON MANAGEMENT AND
                                       RESEARCH, as Investment Advisor


                                       By:   _______________________
                                             Name:
                                             Title:


                                  Notice Address:

                                  Eaton Vance Management
                                  24 Federal Street
                                  Boston, MA 02210
                                  Attention:   Scott Page
                                  Telephone:   (617) 654-8486
                                  Facsimile:   (617) 695-9594


<PAGE>


                                  PILGRIM AMERICA PRIME RATE TRUST


                                  By:   _____________________________
                                        Name:
                                        Title:

                                  Notice Address:

                                  Pilgrim Group
                                  Two Rennaissance Square
                                  40 N. Central Avenue, Suite 1200
                                  Phoenix, AZ 85004
                                  Attention:   Michael Bacevich
                                  Telephone:   (602) 417-8258
                                  Facsimile:   (602) 417-8327


<PAGE>


                                  KZH HOLDING CORPORATION III


                                  By:   _____________________________
                                        Name:
                                        Title:

                                  Notice Address:

                                  KZH Holding Corporation III
                                  c/o The Chase Manhattan Bank
                                  450 West 33rd Street, 15th Floor
                                  New York, NY 10001
                                  Attention:   Virginia Conway/Joe Nerich
                                  Telephone:   (212) 946-7575
                                  Facsimile:   (212) 946-7776


<PAGE>







                       THIS PAGE INTENTIONALLY LEFT BLANK


<PAGE>







                       THIS PAGE INTENTIONALLY LEFT BLANK


<PAGE>







                       THIS PAGE INTENTIONALLY LEFT BLANK


<PAGE>


                                  PACIFIC LIFE CBO 1998-1 LTD


                                  By:   _____________________________
                                        Name:
                                        Title:

                                  Notice Address:

                                  Pacific Mutual Insurance
                                  700 Newport Center Drive
                                  Newport Beach, CA 92660
                                  Attention:   Michael Long
                                  Telephone:   (714) 640-3745
                                  Facsimile:   (714) 640-3199


<PAGE>


                                  CYPRESS TREE BOSTON PARTNERS


                                  By:   _____________________________
                                        Name:
                                        Title:

                                  Notice Address:

                                  BankBoston
                                  100 Federal Street, Mail Stop 1-9-2
                                  Boston, MA 02110
                                  Attention:   Patrick Morris
                                  Telephone:   (617) 434-9779
                                  Facsimile:   (617) 434-9591


<PAGE>


                                  DELANO COMPANY

                                  By: Pacific Investment Management Company,
                                      as its Investment Advisor


                                  By:   _____________________________
                                        Name:
                                        Title:

                                  Notice Address:

                                  Chase Bank of Texas National Association
                                  601 Travis Street, 8th Floor
                                  Houston, TX 77002
                                  Attention:   Delano Company
                                  Telephone:   (713) 216-1672
                                  Facsimile:   (713) 216-8299


<PAGE>


                                  KZH-CRESCENT CORPORATION


                                  By:   _____________________________
                                        Name:
                                        Title:

                                  Notice Address:

                                  KZH-Crescent Corporation
                                  c/o The Chase Manhattan Bank
                                  450 West 33rd Street, 15th Floor
                                  New York, NY 10001
                                  Attention:   Virginia Conway
                                  Telephone:   (212) 946-7575
                                  Facsimile:   (212) 946-7776


<PAGE>


                                  KZH-CRESCENT 2 CORPORATION


                                  By:   _____________________________
                                        Name:
                                        Title:

                                  Notice Address:

                                  KZH-Crescent 2 Corporation
                                  c/o The Chase Manhattan Bank
                                  450 West 33rd Street, 15th Floor
                                  New York, NY 10001
                                  Attention:   Virginia Conway
                                  Telephone:   (212) 946-7575
                                  Facsimile:   (212) 946-7776


<PAGE>









                                                                       EXECUTION








                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


                          DATED AS OF JANUARY 26, 1998


                                      AMONG


                           OUTSOURCING SOLUTIONS INC.,
                                  AS BORROWER,


                           THE LENDERS LISTED HEREIN,
                                   AS LENDERS,


                       GOLDMAN SACHS CREDIT PARTNERS L.P.
                                       AND
                            THE CHASE MANHATTAN BANK,
                          AS CO-ADMINISTRATIVE AGENTS,


                       GOLDMAN SACHS CREDIT PARTNERS L.P.
                                       AND
                             CHASE SECURITIES INC.,
                              AS ARRANGING AGENTS,


                                       AND


                             SUNTRUST BANK, ATLANTA,
                               AS COLLATERAL AGENT








<PAGE>


                           OUTSOURCING SOLUTIONS INC.

                                CREDIT AGREEMENT

                                TABLE OF CONTENTS

                                                                            PAGE

                                   SECTION 1.
                                                                  DEFINITIONS  3

1.1       Certain Terms.....................................................   3
1.2       Accounting  Terms;  Utilization  of GAAP for Purposes of  
          Calculations Under Agreement......................................  36
1.3       Other Definitional Provisions.....................................  36


                                   SECTION 2.
                                   AMOUNTS AND TERMS OF COMMITMENTS AND LOANS 36
2.1       Commitments; Loans................................................  36
2.2       Interest on the Loans.............................................  44
2.3       Fees..............................................................  48
2.4       Repayments, Prepayments and Reductions in Revolving 
          Loan Commitments; General Provisions Regarding Payments...........  49
2.5       Use of Proceeds...................................................  59
2.6       Special Provisions Governing Eurodollar Rate Loans................  60
2.7       Increased Costs; Taxes; Capital Adequacy..........................  63
2.8       Obligation of Lenders and Issuing Lenders to Mitigate.............  67

                                   SECTION 3.
                                                            LETTERS OF CREDIT 68
3.1       Issuance of Letters of Credit and Lenders' Purchase 
          of Participations Therein.........................................  68
3.2       Letter of Credit Fees.............................................  72
3.3       Drawings and Payments and Reimbursement of Amounts Paid 
          Under Letters of Credit...........................................  72
3.4       Obligations Absolute..............................................  75
3.5       Indemnification; Nature of Issuing Lender's Duties................  76
3.6       Increased Costs and Taxes Relating to Letters of Credit...........  77

                                   SECTION 4.
                                    CONDITIONS TO LOANS AND LETTERS OF CREDIT 78
4.1       Conditions to Existing Loans and Letters of Credit................  78
4.2       Conditions to Tranche C Term Loans................................  78
4.3       Conditions to Delayed-Draw Term Loans.............................  86
4.4       Conditions to All Loans...........................................  88
4.5       Conditions to Letters of Credit...................................  89

                                   SECTION 5.
                                               REPRESENTATIONS AND WARRANTIES 90
5.1       Organization, Powers, Qualification, Good Standing, 
          Business and Subsidiaries.........................................  90
5.2       Authorization of Borrowing, etc.. ................................  91
5.3       Financial Condition; Projections..................................  92
5.4       No Material Adverse Change; No Restricted Junior Payments.........  94
5.5       Title to Properties; Liens........................................  94
5.6       Litigation; Adverse Facts.........................................  94
5.7       Payment of Taxes..................................................  95
5.8       Performance of Agreements; Materially Adverse Agreements..........  95
5.9       Governmental Regulation...........................................  95
5.10      Securities Activities.............................................  95
5.11      Employee Benefit Plans............................................  95
5.12      Certain Fees......................................................  96
5.13      Environmental Protection..........................................  96
5.14      Employee Matters..................................................  98
5.15      Solvency..........................................................  98
5.16      Matters Relating to Collateral....................................  98
5.17      Related Agreements................................................  99
5.18      Disclosure........................................................ 100
5.19      Subordination of Seller Notes..................................... 101
5.20      Margin Lending Matters............................................ 101

                                   SECTION 6.
                                                       AFFIRMATIVE COVENANTS 101
6.1       Financial Statements and Other Reports............................ 101
6.2       Corporate Existence, etc.......................................... 107
6.3       Payment of Taxes and Claims; Tax Consolidation.................... 107
6.4       Maintenance of Properties; Insurance.............................. 108
6.5       Inspection; Lender Meeting........................................ 108
6.6       Compliance with Laws, etc......................................... 108
6.7       Environmental Disclosure and Inspection........................... 109
6.8       Company's Remedial Action Regarding Hazardous Materials........... 110
6.9       Execution of Subsidiary Guaranty and Subsidiary Security 
          Agreements by Subsidiaries and Future Subsidiaries................ 110
6.10      Interest Rate Protection.......................................... 111
6.11      Conduct of Business of Merger Sub................................. 111
6.12      Conduct of Business of Union...................................... 112
6.13      Union Merger...................................................... 112
6.14      Further Assurances................................................ 112

                                   SECTION 7.
                                                          NEGATIVE COVENANTS 113
7.1       Indebtedness...................................................... 113
7.2       Liens and Related Matters......................................... 114
7.3       Investments; Joint Ventures....................................... 115
7.4       Contingent Obligations............................................ 116
7.5       Restricted Junior Payments........................................ 118
7.6       Financial Covenants............................................... 118
7.7       Restriction on Fundamental Changes; Asset Sales................... 121
7.8       Sales and Lease-Backs............................................. 123
7.9       Transactions with Shareholders and Affiliates..................... 123
7.10      Disposal of Subsidiary Stock...................................... 124
7.11      Conduct of Business............................................... 124
7.12      Amendments or Waivers of Certain Related Agreements;
          Amendments of Documents Relating to Subordinated
          Indebtedness; Designation of  "Designated Senior Debt "; 
          Preferred Stock................................................... 124
7.13      Fiscal Year....................................................... 125

                                   SECTION 8.
                                                           EVENTS OF DEFAULT 125
8.1       Failure to Make Payments When Due................................. 125
8.2       Default in Other Agreements....................................... 126
8.3       Breach of Certain Covenants....................................... 126
8.4       Breach of Warranty................................................ 126
8.5       Other Defaults Under Loan Documents............................... 126
8.6       Involuntary Bankruptcy; Appointment of Receiver, etc.............. 127
8.7       Voluntary Bankruptcy; Appointment of Receiver, etc................ 127
8.8       Judgments and Attachments......................................... 127
8.9       Dissolution....................................................... 128
8.10      Employee Benefit Plans............................................ 128
8.11      Change in Control................................................. 128
8.12      Invalidity of Guaranties. 129
8.13      Failure of Security............................................... 129
8.14      Failure to Consummate Acquisitions.129
8.15      Default Under Subordination Provisions............................ 130

                                   SECTION 9.
                                                                      AGENTS 131
9.1       Appointment....................................................... 131
9.2       Powers; General Immunity.......................................... 132
9.3       Representations and Warranties; No Responsibility For Appraisal of 
          Creditworthiness.................................................. 134
9.4       Right to Indemnity................................................ 134
9.5       Successor Agents and Swing Line Lender............................ 134
9.6       Collateral Documents.............................................. 135

                                   SECTION 10.
                                                               MISCELLANEOUS 136
10.1      Assignments and Participations in Loans, Letters of Credit........ 136
10.2      Expenses.......................................................... 139
10.3      Indemnity......................................................... 139
10.4      Set-Off; Security Interest in Deposit Accounts.................... 140
10.5      Ratable Sharing................................................... 141
10.6      Amendments and Waivers............................................ 141
10.7      Independence of Covenants......................................... 143
10.8      Notices........................................................... 143
10.9      Survival of Representations, Warranties and Agreements............ 144
10.10     Failure or Indulgence Not Waiver; Remedies Cumulative............. 144
10.11     Marshalling; Payments Set Aside................................... 144
10.12     Severability...................................................... 145
10.13     Obligations Several; Independent Nature of Lenders' Rights........ 145
10.14     Headings.......................................................... 145
10.15     Applicable Law.................................................... 145
10.16     Successors and Assigns............................................ 145
10.17     Consent to Jurisdiction and Service of Process.................... 146
10.18     Waiver of Jury Trial.............................................. 146
10.19     Confidentiality................................................... 147
10.20     Counterparts; Effectiveness....................................... 147

Signature pages..............................................................S-1


<PAGE>









                                    EXHIBITS



I                 FORM OF NOTICE OF BORROWING
II                FORM OF NOTICE OF CONVERSION/CONTINUATION
III               FORM OF NOTICE OF ISSUANCE OF LETTER OF CREDIT
IV-A              FORM OF TRANCHE A TERM NOTE
IV-B              FORM OF TRANCHE B TERM NOTE
IV-C              FORM OF TRANCHE C TERM NOTE
V                 FORM OF REVOLVING NOTE
VI                FORM OF SWING LINE NOTE
VII               FORM OF SUBSIDIARY GUARANTY
VIII              FORM OF PLEDGE AGREEMENT
IX-A              FORM OF SECURITY AGREEMENT
IX-B              FORM OF LIMITED PARTNERSHIP SECURITY AGREEMENT
IX-C              FORM OF TRADEMARK SECURITY AGREEMENT
X                 FORM OF COMPLIANCE CERTIFICATE
XI                FORM OF OPINION OF LOAN PARTIES' COUNSEL
XII               FORM OF SECOND ACKNOWLEDGEMENT AND CONSENT
XIII              FORM OF ASSIGNMENT AGREEMENT
XIV               FORM OF PERMITTED SELLER NOTE
XV                FORM OF CERTIFICATE RE NON-BANK STATUS
XVI               FORM OF COLLATERAL ACCOUNT AGREEMENT


<PAGE>


                                    SCHEDULES



2.1               LENDERS' COMMITMENTS, EXISTING LOANS AND PRO RATA SHARES; 
                  LENDING OFFICES
3.1               EXISTING LETTERS OF CREDIT
4.2J              CORPORATE AND CAPITAL STRUCTURE; MANAGEMENT
5.1               SUBSIDIARIES OF COMPANY
5.13              CERTAIN ENVIRONMENTAL MATTERS
7.1               CERTAIN EXISTING INDEBTEDNESS
7.2               CERTAIN EXISTING LIENS
7.4               CERTAIN EXISTING CONTINGENT OBLIGATIONS
7.4(iv)(a)        CERTAIN EXISTING EARN OUT AGREEMENTS
7.4(iv)(b)        CERTAIN EXISTING FORWARD FLOW CONTRACTS
7.6E              CERTAIN FINANCIAL CALCULATIONS
7.8               CERTAIN PERMITTED SALES AND LEASE-BACKS