Exhibit 10(g)
                                CREDIT AGREEMENT

                          Dated as of February 28, 1997

                                      among

                            PCA INTERNATIONAL, INC.,

                                  as Borrower,

             and Certain Subsidiaries and Affiliates of the Borrower

                                 as Guarantors,

                            THE LENDERS NAMED HEREIN

                                       AND

                               NATIONSBANK, N.A.,

                                    as Agent


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                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                              <C>
SECTION 1 DEFINITIONS.............................................................................................2

         1.1 Definitions..........................................................................................2
         1.2 Computation of Time Periods.........................................................................23
         1.3 Accounting Terms....................................................................................23

SECTION 2 CREDIT FACILITIES......................................................................................24

         2.1 Revolving Loans.....................................................................................24
         2.2 Letter of Credit Subfacility........................................................................26
         2.3 Term Loans..........................................................................................31

SECTION 3 OTHER PROVISIONS RELATING TO CREDIT FACILITIES.........................................................32
         3.1 Default Rate........................................................................................32
         3.2 Extension and Conversion............................................................................33
         3.3 Prepayments.........................................................................................33
         3.4 Termination and Reduction of Commitments............................................................35
         3.5 Fees................................................................................................35
         3.6 Capital Adequacy....................................................................................36
         3.7 Inability To Determine Interest Rate................................................................36
         3.8 Illegality..........................................................................................36
         3.9 Requirements of Law.................................................................................37
         3.10 Taxes..............................................................................................38
         3.11 Indemnity..........................................................................................40
         3.12 Pro Rata Treatment.................................................................................40
         3.13 Sharing of Payments................................................................................41
         3.14 Payments, Computations, Etc........................................................................42
         3.15 Evidence of Debt...................................................................................43
         3.16 Replacement of Lenders.............................................................................44

SECTION 4 GUARANTY...............................................................................................44

         4.1 The Guarantee.......................................................................................44
         4.2 Obligations Unconditional...........................................................................45
         4.3 Reinstatement.......................................................................................46
         4.4 Certain Additional Waivers..........................................................................46
         4.5 Remedies............................................................................................46
         4.6 Rights of Contribution..............................................................................47
         4.7 Continuing Guarantee................................................................................47

SECTION 5 CONDITIONS.............................................................................................48

         5.1 Conditions to Closing...............................................................................48
         5.2 Conditions to All Extensions of Credit..............................................................52

SECTION 6 REPRESENTATIONS AND WARRANTIES.........................................................................53
         6.1 Financial Condition.................................................................................53

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         6.2 No Changes or Restricted Payments...................................................................53
         6.3 Organization; Existence; Compliance with Law........................................................53
         6.4 Power; Authorization; Enforceable Obligations.......................................................54
         6.5 No Legal Bar........................................................................................54
         6.6 No Material Litigation..............................................................................54
         6.7 No Default..........................................................................................55
         6.8 Ownership of Property; Liens........................................................................55
         6.9 Intellectual Property...............................................................................55
         6.10 No Burdensome Restrictions.........................................................................55
         6.11 Taxes..............................................................................................55
         6.12 ERISA..............................................................................................56
         6.13 Governmental Regulations, Etc......................................................................57
         6.14 Subsidiaries.......................................................................................58
         6.15 Purpose of Extensions of Credit....................................................................58
         6.16 Environmental Matters..............................................................................58

SECTION 7 AFFIRMATIVE COVENANTS..................................................................................59
         7.1 Financial Statements................................................................................59
         7.2 Certificates; Other Information.....................................................................60
         7.3 Notices.............................................................................................61
         7.4 Payment of Obligations..............................................................................62
         7.5 Conduct of Business and Maintenance of Existence....................................................63
         7.6 Maintenance of Property; Insurance..................................................................63
         7.7 Inspection of Property; Books and Records; Discussions..............................................63
         7.8 Environmental Laws..................................................................................64
         7.9 Financial Covenants.................................................................................64
         7.10 Agency Fees........................................................................................65
         7.11 Additional Guaranties and Stock Pledges............................................................66
         7.12 Ownership of Subsidiaries..........................................................................66
         7.13 Use of Proceeds....................................................................................66
         7.14 Employment Contracts, Etc..........................................................................66

SECTION 8 NEGATIVE COVENANTS.....................................................................................67

         8.1 Indebtedness........................................................................................67
         8.2 Liens...............................................................................................68
         8.3 Nature of Business..................................................................................68
         8.4 Consolidation, Merger, Sale or Purchase of Assets, Capital Expenditures, etc........................68
         8.5 Advances, Investments and Loans.....................................................................69
         8.6 Transactions with Affiliates........................................................................69
         8.7 Ownership of Equity Interests.......................................................................69
         8.8 Fiscal Year.........................................................................................69
         8.9 Prepayments of Indebtedness, etc....................................................................69
         8.11 Sale Leasebacks....................................................................................70
         8.12 No Further Negative Pledges........................................................................70
         8.13 Amendments to License Agreements...................................................................70

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SECTION 9 EVENTS OF DEFAULT......................................................................................71

         9.1 Events of Default...................................................................................71
         9.2 Acceleration; Remedies..............................................................................73

SECTION 10 AGENCY PROVISIONS.....................................................................................74

         10.1 Appointment........................................................................................74
         10.2 Delegation of Duties...............................................................................74
         10.3 Exculpatory Provisions.............................................................................75
         10.4 Reliance on Communications.........................................................................75
         10.5 Notice of Default..................................................................................76
         10.6 Non-Reliance on Agent and Other Lenders............................................................76
         10.7 Indemnification....................................................................................76
         10.8 Agent in its Individual Capacity...................................................................77
         10.9 Successor Agent....................................................................................77

SECTION 11 MISCELLANEOUS.........................................................................................78

         11.1 Notices............................................................................................78
         11.2 Right of Set-Off...................................................................................79
         11.3 Benefit of Agreement...............................................................................79
         11.4 No Waiver; Remedies Cumulative.....................................................................82
         11.5 Payment of Expenses, etc...........................................................................82
         11.6 Amendments, Waivers and Consents...................................................................83
         11.7 Counterparts.......................................................................................84
         11.8 Headings...........................................................................................84
         11.9 Survival...........................................................................................84
         11.10 Governing Law; Submission to Jurisdiction; Venue..................................................84
         11.11 Severability......................................................................................85
         11.12 Entirety..........................................................................................85
         11.13 Binding Effect; Termination.......................................................................85
         11.14 Confidentiality...................................................................................86
         11.15 Source of Funds...................................................................................86
         11.16 Conflict..........................................................................................87
</TABLE>

                                    iii

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                                    SCHEDULES

Schedule 1.1(a)    Non-Recurring Expenses
Schedule 2.1(a)    Schedule of Lenders and Commitments
Schedule 2.1(b)(i  Form of Notice of Borrowing
Schedule 2.1(e)    Form of Revolving Note
Schedule 2.2(b)-1  Closing Date Letters of Credit
Schedule 2.2(b)-2  Form of Notice of Request for Letter of Credit
Schedule 2.3(e)    Form of Term Note
Schedule 3.2       Form of Notice of Extension/Conversion
Schedule 5.1(g)(v) Secretary's Certificate
Schedule 5.1(k)    List of Real Property Collateral
Schedule 5.1(m)    Corporate Structure
Schedule 6.2       Restricted Payments
Schedule 6.6       Litigation
Schedule 6.8       Existing Liens
Schedule 6.14      Subsidiaries
Schedule 7.2(b)    Form of Officer's Compliance Certificate
Schedule 7.6       Insurance
Schedule 7.11-1    Form of Joinder Agreement
Schedule 7.11-2    Form of Pledge Joinder Agreement
Schedule 7.11-3    Foreign Subsidiaries
Schedule 8.1       Existing Indebtedness
Schedule 8.5       Existing Investments
Schedule 11.1      Lenders' Addresses
Schedule 11.3(b)   Form of Assignment and Acceptance

                                       iv
<PAGE>




                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT dated as of February 28, 1997 (the "Credit
Agreement"), is by and among PCA INTERNATIONAL, INC., a North Carolina
corporation (the "Borrower"), and the subsidiaries and affiliates of the
Borrower identified on the signature pages hereto and such other subsidiaries
and affiliates as may from time to time become Guarantors hereunder in
accordance with the provisions hereof (collectively, the "Guarantors"), the
lenders named herein and such other lenders as may become a party hereto (the
"Lenders"), and NATIONSBANK, N.A., as Agent (in such capacity, the "Agent").

                               W I T N E S S E T H

                  WHEREAS, on December 20, 1996, an Offer to Purchase for Cash
(the "Tender Offer") all of the outstanding shares (the "ASI Shares") of common
stock of American Studios, Inc., a North Carolina corporation ("ASI") was made
by ASI Acquisition Corp., a North Carolina corporation and wholly-owned
subsidiary of the Borrower ("Acquisition Corp") pursuant to that certain
Agreement and Plan of Merger by and among Acquisition Corp, ASI and the
Borrower, dated as of December 17, 1996 (as it may be amended on or prior to the
Closing Date, the "Merger Agreement");

         WHEREAS, on January 27, 1997, Acquisition Corp. purchased approximately
95% of the ASI Shares that were tendered pursuant to the terms of the Tender
Offer;

                  WHEREAS, concurrently with the execution of this Credit
Agreement, ASI will be merged with and into Acquisition Corp. (the "Merger")
with Acquisition Corp being the surviving corporation;

         WHEREAS, in order to refinance certain loans obtained by the Borrower
to purchase ASI Shares at the close of the Tender Offer (the "Tender Offer
Debt"), to purchase the remaining ASI Shares acquired in connection with the
Merger, to pay costs and expenses associated with the Merger and to provide
working capital financing to the Borrower, the Borrower has requested that the
Lenders provide the Borrower with a $90,000,000 credit facility comprised of a
$25,000,000 revolving credit facility and a $65,000,000 term loan facility; and

         WHEREAS, the Lenders have agreed to make the requested credit facility
available to the Borrower on the terms and conditions hereinafter set forth;

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


                                       1
<PAGE>

                                    SECTION 1

                                   DEFINITIONS

         1.1      DEFINITIONS.

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

                  "Acquisition Corp" has the meaning given to such term in the
         first WHEREAS clause hereof, together with any successors or assigns.

                  "Additional Credit Party" means each Person that becomes a
         Guarantor after the Closing Date by execution of a Joinder Agreement.

                  "Affiliate" means, with respect to any Person, any other
         Person (i) directly or indirectly controlling or controlled by or under
         direct or indirect common control with such Person or (ii) directly or
         indirectly owning or holding five percent (5%) or more of the equity
         interest in such Person. For purposes of this definition, "control"
         when used with respect to any Person means the power to direct the
         management and policies of such Person, directly or indirectly, whether
         through the ownership of voting securities, by contract or otherwise;
         and the terms "controlling" and "controlled" have meanings correlative
         to the foregoing.

                  "Agent" has the meaning given to such term in the heading
         hereof, together with any successors or assigns.

                  "Agent's Fee Letter" means that certain letter agreement,
         dated December 16, 1996, between the Agent and the Borrower, as
         amended, modified, supplemented or replaced from time to time.

                  "Agent's Fees" shall have the meaning assigned to such term in
         Section 3.5(c).

                  "Agency Services Address" means NationsBank, N.A.,
         NC1-001-15-04, 101 North Tryon Street, Charlotte, North Carolina 28255,
         Attn: Agency Services, or such other address as may be identified by
         written notice from the Agent to the Borrower.

                  "Aggregate Revolving Committed Amount" means the aggregate
         amount of Revolving Commitments in effect from time to time, being
         initially Twenty-Five Million Dollars ($25,000,000).

                  "Aggregate Term Loan Committed Amount" means the aggregate
         amount of Term Loan Commitments in effect from time to time, being
         initially Sixty-Five Million Dollars ($65,000,000).

                                       2
<PAGE>

                  "Applicable Percentage" means for any day, the rate per annum
         set forth below opposite the applicable Consolidated Leverage Ratio
         then in effect, it being understood that the Applicable Percentage for
         (i) Base Rate Loans shall be the percentage set forth under the column
         "Base Rate Margin", (ii) Eurodollar Loans shall be the percentage set
         forth under the column "Eurodollar Margin and Letter of Credit Fee" and
         (iii) the Letter of Credit Fee shall be the percentage set forth under
         the column "Eurodollar Margin and Letter of Credit Fee":

                                                                   Eurodollar
                                                                     Margin
                             Consolidated                              and
            Pricing            Leverage           Base Rate         Letter of
             Level               Ratio             Margin          Credit Fee
             -----               -----             ------          ----------
               I                 < 2.0              0.75%             1.75%
                                 -
               II           > 2.0 but < 2.5         1.00%             2.00%
                                      -
              III           > 2.5 but < 3.0         1.25%             2.25%
                                      -
               IV                > 3.0              1.50%             2.50%

         The Applicable Percentage shall be determined and adjusted quarterly on
         the date (each a "Rate Determination Date") five (5) Business Days
         after the date by which the annual and quarterly compliance
         certificates and related financial statements and information are
         required in accordance with the provisions of Sections 7.1(a) and (b)
         and Section 7.2(b), as appropriate; provided that:

                           (i) the initial Applicable Percentages shall be based
                  on Pricing Level IV and shall remain in effect at such Pricing
                  Level until the first Rate Determination Date to occur after
                  the Closing Date, and

                           (ii) in the event an annual or quarterly compliance
                  certificate and related financial statements and information
                  are not delivered timely to the Agency Services Address by the
                  date required by Sections 7.1(a) and (b) and Section 7.2(b),
                  as appropriate, the Applicable Percentages shall be based on
                  Pricing Level IV until such time as an appropriate compliance
                  certificate and related financial statements and information
                  are delivered, whereupon the applicable Pricing Level shall be
                  adjusted based on the information contained in such compliance
                  certificate and related financial statements and information.

         Each Applicable Percentage shall be effective from a Rate Determination
         Date until the next such Rate Determination Date. The Agent shall
         determine the appropriate Applicable Percentages in the pricing matrix
         promptly upon receipt of the quarterly or annual compliance certificate
         and related financial information and shall promptly notify the
         Borrower and the Lenders of any change thereof. Such determinations by
         the Agent shall be conclusive absent manifest error. Adjustments in the
         Applicable Percentages shall be effective as to existing Extensions of
         Credit as well as new Extensions of Credit made thereafter.

                                       3
<PAGE>

                  "ASI" means American Studios, Inc., a North Carolina
         corporation.

                  "ASI Shares" has the meaning given to such term in the first
         WHEREAS clause hereof.

                  "Asset Disposition" means, (i) the sale, lease or other
         disposition of any property or asset by the Borrower or any Subsidiary
         of the Borrower, other than (A) any such sale permitted by Sections
         8.4(c)(i) and 8.4(c)(iii) and (B) any such sale permitted by Section
         8.4(c)(ii) to the extent the aggregate proceeds received from such
         sales in any fiscal year are less than $250,000, and (ii) receipt by
         the Borrower or any Subsidiary of the Borrower of any cash insurance
         proceeds or condemnation award payable by reason of theft, loss,
         physical destruction or damage, taking or similar event with respect to
         any of their property or assets in an amount in excess of $250,000.

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

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

                  "Base Rate" means, for any day, the rate per annum (rounded
         upwards, if necessary, to the nearest whole multiple of 1/100 of 1%)
         equal to the greater of (a) the Federal Funds Rate in effect on such
         day plus 1/2 of 1% or (b) the Prime Rate in effect on such day. If for
         any reason the Agent shall have determined (which determination shall
         be conclusive absent manifest error) that it is unable after due
         inquiry to ascertain the Federal Funds Rate for any reason, including
         the inability or failure of the Agent to obtain sufficient quotations
         in accordance with the terms hereof, the Base Rate shall be determined
         without regard to 

                                       4
<PAGE>

         clause (a) of the first sentence of this definition until the
         circumstances giving rise to such inability no longer exist. Any change
         in the Base Rate due to a change in the Prime Rate or the Federal Funds
         Rate shall be effective on the effective date of such change in the
         Prime Rate or the Federal Funds Rate, respectively.

                  "Base Rate Loan" means any Loan bearing interest at a rate
         determined by reference to the Base Rate.

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

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

                  "Capital Expenditures" means all expenditures which in
         accordance with GAAP would be classified as capital expenditures.

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

                  "Capital Lease Obligation" means the capital lease obligations
         relating to a Capital Lease determined in accordance with GAAP.

                  "Cash Equivalents" means (a) securities issued or directly and
         fully guaranteed or insured by the United States of America or any
         agency or instrumentality thereof (provided that the full faith and
         credit of the United States of America is pledged in support thereof)
         having maturities of not more than twelve months from the date of
         acquisition, (b) U.S. dollar denominated time deposits and certificates
         of deposit of (i) any Lender, or (ii) any domestic commercial bank of
         recognized standing (y) having capital and surplus in excess of
         $500,000,000 and (z) whose short-term commercial paper rating from S&P
         is at least A-1 or the equivalent thereof or from Moody's is at least
         P-1 or the equivalent thereof (any such bank being an "Approved Bank"),
         in each case with maturities of not more than 270 days from the date of
         acquisition, (c) commercial paper and variable or fixed rate notes
         issued by any Approved Bank (or by the parent company thereof) and
         maturing within six months of the date of acquisition, (d) repurchase
         agreements entered into by a Person with a bank or trust company
         (including any of the Lenders) or recognized securities dealer having
         capital and surplus in excess of $500,000,000 for direct obligations
         issued by or fully guaranteed by the United States of America in which
         such Person shall have a perfected first priority security interest
         (subject to no other Liens) and having, on the date of purchase
         thereof, a fair market value of at least 100% of the amount of the
         repurchase obligations, (e) obligations of any State of the United
         States or any political subdivision thereof, the interest 

                                       5
<PAGE>

         with respect to which is exempt from federal income taxation under
         Section 103 of the Code, having a long term rating of at least AA- or
         Aa-3 by S&P or Moody's, respectively, and maturing within three years
         from the date of acquisition thereof, (f) Investments in municipal
         auction preferred stock (i) rated AAA (or the equivalent thereof) or
         better by S&P or Aaa (or the equivalent thereof) or better by Moody's
         and (ii) with dividends that reset at least once every 365 days and (g)
         Investments, classified in accordance with GAAP as current assets, in
         money market investment programs registered under the Investment
         Company Act of 1940, as amended, which are administered by reputable
         financial institutions having capital of at least $100,000,000 and the
         portfolios of which are limited to Investments of the character
         described in the foregoing subdivisions (a), (b), (c), (e) and (f).

                  "Change of Control" means the occurrence of any of the
         following events: (i) any Person or two or more Persons acting in
         concert (other than Centennial Associates, L.P., Joseph Reich, Stanley
         Tulchin or John Grosso) shall have acquired beneficial ownership,
         directly or indirectly, of, or shall have acquired by contract or
         otherwise, or shall have entered into a contract or arrangement that,
         upon consummation, will result in its or their acquisition of, or
         control over, Voting Stock of the Borrower (or other securities
         convertible into such Voting Stock) representing 20% or more of the
         combined voting power of all Voting Stock of the Borrower, or (ii)
         during any period of 24 consecutive months, commencing at any time
         after the Closing Date, individuals who at the beginning of such 24
         month period were directors of the Borrower (together with any new
         director whose election by the Borrower's Board of Directors or whose
         nomination for election by the Borrower's shareholders was approved by
         a vote of at least 75% of the directors then still in office who either
         were directors at the beginning of such period or whose election or
         nomination for election was previously so approved) cease for any
         reason to constitute a majority of the directors of the Borrower then
         in office. As used herein, "beneficial ownership" shall have the
         meaning provided in Rule 13d-3 of the Securities and Exchange
         Commission under the Securities Exchange Act of 1934.

                  "Closing Date" means the date hereof.

                  "Closing Date Letters of Credit" means those letters of credit
         identified on Schedule 2.2(b)-1.

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

                  "Collateral" means all collateral referred to in and covered
         by the Collateral Documents.

                  "Collateral Documents" means the Security Agreement, the
         Pledge Agreement, the Mortgages and such other documents executed and
         delivered in connection with the attachment and perfection of the
         Lenders' security interests in the assets of the Credit 


                                       6
<PAGE>

         Parties, including without limitation, the Mortgage Policies, UCC
         financing statements and patent and trademark filings.

                  "Commitment" means the Revolving Commitment, the LOC
         Commitment and the Term Loan Commitment.

                  "Commitment Fee" shall have the meaning given such term in
         Section 3.5(a).

                  "Commitment Percentage" means the Revolving Commitment
         Percentage.

                  "Commitment Period" means the period from and including the
         Closing Date to but not including the earlier of (i) the Termination
         Date, or (ii) the date on which the Revolving Commitments terminate in
         accordance with the provisions of this Credit Agreement.

                  "Consolidated Adjusted EBITDAR" means for any period for the
         Borrower and its Subsidiaries on a consolidated basis, the sum of
         Consolidated EBITDA plus rent expense minus Capital Expenditures made
         or incurred, in each case on a consolidated basis determined in
         accordance with GAAP applied on a consistent basis. Except as expressly
         provided otherwise, the applicable period shall be for the four
         consecutive quarters ending as of the date of determination.

                  "Consolidated EBITDA" means for any period for the Borrower
         and its Subsidiaries on a consolidated basis, the sum of Consolidated
         Net Income plus Consolidated Interest Expense plus all provisions for
         any Federal, state or other domestic and foreign income taxes plus
         depreciation and amortization plus non-recurring expenses set forth on
         Schedule 1.1(a) hereto to the extent accrued during the period in
         question, in each case on a consolidated basis determined in accordance
         with GAAP applied on a consistent basis. Except as expressly provided
         otherwise, the applicable period shall be for the four consecutive
         quarters ending as of the date of determination.

                  "Consolidated Excess Cash Flow" means for any period for the
         Borrower and its Subsidiaries on a consolidated basis, the sum of
         Consolidated Net Income plus the non-cash portion of Consolidated
         Interest Expense plus depreciation, amortization and other non-cash
         charges minus Capital Expenditures minus the aggregate amount of all
         regularly scheduled payments of principal on Funded Debt minus the cash
         portion of Federal, state, local and foreign income, value added and
         similar taxes paid (to the extent not deducted in determining
         Consolidated Net Income), in each case on a consolidated basis
         determined in accordance with GAAP applied on a consistent basis.

                  "Consolidated Fixed Charge Coverage Ratio" means for any
         period, the ratio of Consolidated Adjusted EBITDAR to Consolidated
         Fixed Charges.

                  "Consolidated Fixed Charges" means for any period for the
         Borrower and its Subsidiaries on a consolidated basis, the sum of
         Consolidated Interest Expense plus 



                                       7
<PAGE>

         scheduled maturities of Funded Debt paid during such period plus
         Restricted Payments made during such period plus rent expense, in each
         case on a consolidated basis determined in accordance with GAAP applied
         on a consistent basis. Except as expressly provided otherwise, the
         applicable period shall be for the four consecutive quarters ending as
         of the date of determination.

                  "Consolidated Funded Debt" means Funded Debt of the Borrower
         and its Subsidiaries determined on a consolidated basis in accordance
         with GAAP applied on a consistent basis.

                  "Consolidated Group" means the Borrower and its Subsidiaries.

                  "Consolidated Interest Coverage Ratio" means for any period,
         the ratio of Consolidated EBITDA to Consolidated Interest Expense.

                  "Consolidated Interest Expense" means for any period for the
         Borrower and its Subsidiaries on a consolidated basis, all interest
         expense, including the amortization of debt discount and premium and
         the interest component under Capital Leases, in each case on a
         consolidated basis determined in accordance with GAAP applied on a
         consolidated basis. Except as expressly provided otherwise, the
         applicable period shall be for the four consecutive quarters ending as
         of the date of determination.

                  "Consolidated Leverage Ratio" means, as of the last day of any
         fiscal quarter, the ratio of Consolidated Funded Debt on such date to
         Consolidated EBITDA for the period of four consecutive fiscal quarters
         ending as of such day.

                  "Consolidated Net Income" means for any period , the net
         income of the Borrower and its Subsidiaries on a consolidated basis
         determined in accordance with GAAP applied on a consistent basis, but
         excluding for purposes of determining the Consolidated Leverage Ratio
         and the Consolidated Fixed Charge Coverage Ratio, any extraordinary
         gains or losses and any taxes on such excluded gains and any tax
         deductions or credits on account of any such excluded gains and any tax
         deductions or credits on account of any such excluded losses.

                  "Consolidated Net Worth" means total stockholders' equity of
         the Borrower and its Subsidiaries on a consolidated basis as determined
         in accordance with GAAP applied on a consistent basis.

                  "Contractual Obligation" means, as to any Person, any
         provision of any security issued by such Person or of any material
         agreement, instrument or undertaking to which such Person is a party or
         by which it or any of its property is bound.

                  "Credit Documents" means a collective reference to this Credit
         Agreement, the Notes, the LOC Documents, the Collateral Documents, each
         Joinder Agreement, the 

                                       8
<PAGE>

         Agent's Fee Letter, and all other related agreements and documents
         issued or delivered hereunder or thereunder or pursuant hereto or
         thereto.

                  "Credit Party" means any of the Borrower and the Guarantors.

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

                  "Defaulting Lender" means, at any time, any Lender that, at
         such time, (i) has failed to make an Extension of Credit required
         pursuant to the terms of this Credit Agreement, (ii) has failed to pay
         to the Agent or any Lender an amount owed by such Lender pursuant to
         the terms of the Credit Agreement or any other of the Credit Documents,
         or (iii) has been deemed insolvent or has become subject to a
         bankruptcy or insolvency proceeding or to a receiver, trustee or
         similar proceeding.

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

                  "Domestic Credit Party" means any Credit Party which is
         incorporated or organized under the laws of any State of the United
         States or the District of Columbia.

                  "Domestic Subsidiary" means any Subsidiary which is
         incorporated or organized under the laws of any State of the United
         States or the District of Columbia.

                  "Environmental Laws" means any and all lawful and applicable
         Federal, state, local and foreign statutes, laws, regulations,
         ordinances, rules, judgments, orders, decrees, permits, concessions,
         grants, franchises, licenses, agreements or other governmental
         restrictions relating to the environment or to emissions, discharges,
         releases or threatened releases of pollutants, contaminants, chemicals,
         or industrial, toxic or hazardous substances or wastes into the
         environment including, without limitation, ambient air, surface water,
         ground water, or land, or otherwise relating to the manufacture,
         processing, distribution, use, treatment, storage, disposal, transport,
         or handling of pollutants, contaminants, chemicals, or industrial,
         toxic or hazardous substances or wastes.

                  "Equity Transaction" means, with respect to the Borrower and
         its Subsidiaries, any issuance of shares of its capital stock or other
         equity interest; provided that any Equity Transaction shall not include
         any such issuance (A) by a Subsidiary of the Borrower to the Borrower
         or (B) to an employee, officer or director or former employee, officer
         or director pursuant to a stock incentive plan, stock option plan or
         other equity-based compensation plan or arrangement except to the
         extent that the aggregate annual amount of such issuances under this
         subsection (B) exceeds $750,000.

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

                                       9
<PAGE>

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

                  "ERISA Event" means (i) with respect to any Plan, the
         occurrence of a Reportable Event or the substantial cessation of
         operations (within the meaning of Section 4062(e) of ERISA); (ii) the
         withdrawal by the Borrower, any Subsidiary of the Borrower or any ERISA
         Affiliate from a Multiple Employer Plan during a plan year in which it
         was a substantial employer (as such term is defined in Section
         4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan;
         (iii) the distribution of a notice of intent to terminate or the actual
         termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA;
         (iv) the institution of proceedings to terminate or the actual
         termination of a Plan by the PBGC under Section 4042 of ERISA; (v) any
         event or condition which could reasonably be expected to constitute
         grounds under Section 4042 of ERISA for the termination of, or the
         appointment of a trustee to administer, any Plan; (vi) the complete or
         partial withdrawal of the Borrower, any Subsidiary of the Borrower or
         any ERISA Affiliate from a Multiemployer Plan; (vii) the conditions for
         imposition of a lien under Section 302(f) of ERISA exist with respect
         to any Plan; or (vii) the adoption of an amendment to any Plan
         requiring the provision of security to such Plan pursuant to Section
         307 of ERISA.

                  "Eurodollar Loan" means any Loan bearing interest at a rate
         determined by reference to the Eurodollar Rate.

                  "Eurodollar Rate" means, for the Interest Period for each
         Eurodollar Loan comprising part of the same borrowing (including
         conversions, extensions and renewals), a per annum interest rate
         determined pursuant to the following formula:

                   Eurodollar Rate  =                 Interbank Offered Rate
                                            --------------------------------
                                            1 - Eurodollar Reserve Percentage


                  "Eurodollar Reserve Percentage" means for any day, that
         percentage (expressed as a decimal) which is in effect from time to
         time under Regulation D of the Board of Governors of the Federal
         Reserve System (or any successor), as such regulation may be amended
         from time to time or any successor regulation, as the maximum reserve
         requirement (including, without limitation, any basic, supplemental,
         emergency, special, or marginal reserves) applicable with respect to
         Eurocurrency liabilities as that term is defined in Regulation D (or
         against any other category of liabilities that includes deposits by
         reference to which the interest rate of Eurodollar Loans is
         determined), whether or not Lender has any Eurocurrency liabilities
         subject to such reserve requirement at that time. Eurodollar Loans
         shall be deemed to constitute Eurocurrency liabilities and as such
         shall be deemed subject to reserve requirements without benefits of
         credits for proration, exceptions or offsets that may 


                                       10
<PAGE>

         be available from time to time to a Lender. The Eurodollar Rate shall
         be adjusted automatically on and as of the effective date of any change
         in the Eurodollar Reserve Percentage.

                  "Event of Default" means such term as defined in Section 9.1.

                  "Extension of Credit" means, as to any Lender, the making of,
         extension or conversion of, or participation in, a Loan by such Lender
         or the issuance or extension of, or participation in, a Letter of
         Credit.

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

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

                  "Foreign Credit Party" means a Credit Party which is not a
         Domestic Credit Party.

                  "Foreign Subsidiary" means a Subsidiary which is not a
         Domestic Subsidiary.

                  "Funded Debt" means, with respect to any Person, without
         duplication, (i) all Indebtedness of such Person for borrowed money,
         (ii) all purchase money Indebtedness of such Person, including without
         limitation the principal portion of all obligations of such Person
         under Capital Leases, (iii) all Guaranty Obligations of such Person
         with respect to Funded Debt of another Person, (iv) the maximum
         available amount of all standby letters of credit or acceptances issued
         or created for the account of such Person, (v) all Funded Debt of
         another Person secured by a Lien on any Property of such Person,
         whether or not such Funded Debt has been assumed, provided that for
         purposes hereof the amount of such Funded Debt shall be limited to the
         greater of (A) the amount of such Funded Debt as to which there is
         recourse to such Person and (B) the fair market value of the property
         which is subject to the Lien and (vi) the principal balance outstanding
         under any synthetic lease, tax retention operating lease, off-balance
         sheet loan or similar off-balance sheet financing product to which such
         Person is a party, where such transaction is considered borrowed money
         indebtedness for tax purposes but is classified as an operating lease
         in accordance with GAAP. The Funded Debt of any Person shall include
         the Funded Debt of any partnership or joint venture in which such
         Person is a general partner or joint venturer, but only to the extent
         to which there is recourse to such Person for the payment of such
         Funded Debt.

                                       11
<PAGE>

                  "GAAP" means generally accepted accounting principles in the
         United States applied on a consistent basis and subject to the terms of
         Section 1.3 hereof.

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

                  "Guarantor" means each of those Persons identified as a
         "Guarantor" on the signature pages hereto and each Additional Credit
         Party which may hereafter execute a Joinder Agreement, together with
         their successors and permitted assigns.

                  "Guaranteed Obligations" means, as to each Guarantor, without
         duplication, (i) all obligations of the Borrower to the Lenders and the
         Agent, whenever arising, under this Credit Agreement , the Notes or the
         Credit Documents, and (ii) all liabilities and obligations, whenever
         arising, owing from the Borrower to any Lender, or any Affiliate of a
         Lender, arising under any Hedging Agreement relating to Loans or
         Obligations hereunder.

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

                  "Hedging Agreements" means any interest rate protection
         agreement or foreign currency exchange agreement between the Borrower
         and any Lender, or any Affiliate of a Lender.

                  "Indebtedness" of any Person means (i) all obligations of such
         Person for borrowed money, (ii) all obligations of such Person
         evidenced by bonds, debentures, notes or similar instruments, or upon
         which interest payments are customarily made, (iii) all obligations of
         such Person under conditional sale or other title retention agreements
         relating to Property purchased by such Person (other than customary
         reservations or retentions of title under agreements with suppliers
         entered into in the ordinary course of business), (iv) all 

                                       12
<PAGE>

         obligations of such Person issued or assumed as the deferred purchase
         price of Property or services purchased by such Person (other than
         trade debt incurred in the ordinary course of business and due within
         six months of the incurrence thereof) which would appear as liabilities
         on a balance sheet of such Person, (v) all obligations of such Person
         under take-or-pay or similar arrangements or under commodities
         agreements, (vi) all Indebtedness of others secured by (or for which
         the holder of such Indebtedness has an existing right, contingent or
         otherwise, to be secured by) any Lien on, or payable out of the
         proceeds of production from, Property owned or acquired by such Person,
         whether or not the obligations secured thereby have been assumed,
         provided that for purposes hereof the amount of such Indebtedness shall
         be limited to the greater of (A) the amount of such Indebtedness as to
         which there is recourse to such Person and (B) the fair market value of
         the property which is subject to the Lien, (vii) all Guaranty
         Obligations of such Person, (viii) the principal portion of all
         obligations of such Person under Capital Leases, (ix) all obligations
         of such Person in respect of interest rate protection agreements,
         foreign currency exchange agreements, commodity purchase or option
         agreements or other interest or exchange rate or commodity price
         hedging agreements (including, but not limited to, the Hedging
         Agreements), (x) the maximum amount of all standby letters of credit
         issued or bankers' acceptances facilities created for the account of
         such Person and, without duplication, all drafts drawn thereunder (to
         the extent unreimbursed), (xi) all preferred stock issued by such
         Person and required by the terms thereof to be redeemed, or for which
         mandatory sinking fund payments are due, by a fixed date and (xii) the
         principal balance outstanding under any synthetic lease, tax retention
         operating lease, off-balance sheet loan or similar off-balance sheet
         financing product to which such Person is a party, where such
         transaction is considered borrowed money indebtedness for tax purposes
         but is classified as an operating lease in accordance with GAAP. The
         Indebtedness of any Person shall include the Indebtedness of any
         partnership or joint venture in which such Person is a general partner
         or a joint venturer, but only to the extent to which there is recourse
         to such Person for payment of such Indebtedness.

                  "Interbank Offered Rate" means, for the Interest Period for
         each Eurodollar Loan comprising part of the same borrowing (including
         conversions, extensions and renewals), a per annum interest rate
         (rounded upwards, if necessary, to the nearest whole multiple of 1/100
         of 1%) equal to the rate of interest, determined by the Agent on the
         basis of the offered rates for deposits in dollars for a period of time
         corresponding to such Interest Period (and commencing on the first day
         of such Interest Period), appearing on Telerate Page 3750 (or, if, for
         any reason, Telerate Page 3750 is not available, the Reuters Screen
         LIBO Page) as of approximately 11:00 A.M. (London time) two (2)
         Business Days before the first day of such Interest Period. As used
         herein, "Telerate Page 3750" means the display designated as page 3750
         by Dow Jones Telerate, Inc. (or such other page as may replace such
         page on that service for the purpose of displaying the British Bankers
         Association London interbank offered rates) and "Reuters Screen LIBO
         Page" means the display designated as page "LIBO" on the Reuters
         Monitor Money Rates Service (or such other page as may replace the LIBO
         page on that service for the purpose of displaying London interbank
         offered rates of major banks).

                                       13
<PAGE>

                  "Interest Payment Date" means (i) as to any Base Rate Loan,
         the last day of each calendar quarter, the date of repayment of
         principal of such Loan and the Termination Date and (ii) as to any
         Eurodollar Loan, the last day of each Interest Period for such Loan,
         any date of repayment of principal of such Loan and the Termination
         Date, and in addition where the applicable Interest Period is more than
         3 months, then also on the date 3 months from the beginning of the
         Interest Period, and each 3 months thereafter. If an Interest Payment
         Date falls on a date which is not a Business Day, such Interest Payment
         Date shall be deemed to be the next succeeding Business Day, except
         that in the case of Eurodollar Loans where the next succeeding Business
         Day falls in the next succeeding calendar month, then on the next
         preceding Business Day.

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

                  "Investment", in any Person, means any loan or advance to such
         Person, any purchase or other acquisition of any capital stock,
         warrants, rights, options, obligations or other securities of, or
         equity interest in, such Person, any capital contribution to such
         Person or any other investment in such Person, including, without
         limitation, any Guaranty Obligation incurred for the benefit of such
         Person.

                  "Issuing Lender" means NationsBank.

                  "Issuing Lender Fees" has the meaning assigned to such term 
         in Section 3.5(b)(ii).

                  "Joinder Agreement" means a Joinder Agreement substantially in
         the form of Schedule 7.11-1 hereto, executed and delivered by an
         Additional Credit Party in accordance with the provisions of Section
         7.11.

                  "Kmart License Agreement" means the Agreement, dated May 10,
         1996, between Kmart Corporation and the Borrower, as amended, modified
         or supplemented from time to time.

                  "Lenders" means each of the Persons identified as a "Lender"
         on the signature pages hereto, and their successors and assigns.

                                       14
<PAGE>

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

                  "Letter of Credit Fee" has the meaning given such term in 
         Section 3.5(b)(i).

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

                  "Loan" or "Loans" means the Revolving Loans and the Term 
         Loans.

                  "LOC Commitment" means the commitment of the Issuing Lender to
         issue, and to honor payment obligations under, Letters of Credit
         hereunder and with respect to each Lender, the commitment of each
         Lender to purchase participation interests in the Letters of Credit up
         to such Lender's LOC Committed Amount as specified in Schedule 2.1(a),
         as such amount may be reduced from time to time in accordance with the
         provisions hereof.

                  "LOC Committed Amount" means, collectively, the aggregate
         amount of all of the LOC Commitments of the Lenders to issue and
         participate in Letters of Credit as referenced in Section 2.2(a), being
         initially FIVE MILLION DOLLARS ($5,000,000) and, individually, the
         amount of each Lender's LOC Commitment as specified in Schedule 2.1(a).

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

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

                  "Margin Stock" has the meaning given such term in 12 CFR Part
         221.2.

                  "Material Adverse Effect" means a material adverse effect on
         (i) the condition (financial or otherwise), operations, business,
         assets, liabilities or prospects of the Borrower 


                                       15
<PAGE>

         and its Subsidiaries taken as a whole, (ii) the ability of the Credit
         Parties taken as a whole to perform any material obligation under the
         Credit Documents to which it is a party or (iii) the rights and
         remedies of the Lenders under the Credit Documents.

                  "Material Guarantors" means any Subsidiary of the Borrower
         having total assets of $1,000,000 or more.

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

                  "Merger" has the meaning given to such term in the second
         WHEREAS clause hereof.

                  "Merger Agreement" has the meaning given to such term in the
         first WHEREAS clause hereof.

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

                  "Mortgages" has the meaning given to such term in Section
         5.1(k).

                  "Mortgage Policies" has the meaning given to such term in
         Section 5.1(k).

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

                  "Multiple Employer Plan" means a Plan which the Borrower, any
         Subsidiary of the Borrower or any ERISA Affiliate and at least one
         employer other than the Borrower, any Subsidiary of the Borrower or any
         ERISA Affiliate are contributing sponsors.

                  "NationsBank" means NationsBank, N.A. and its successors.

                  "Net Proceeds" means gross cash proceeds (including any cash
         received by way of deferred payment pursuant to a promissory note,
         receivable or otherwise, but only as and when received) received in
         connection with an Asset Disposition or Equity Transaction, net of (i)
         reasonable transaction costs, including in the case of an Equity
         Transaction, underwriting discounts and commissions and in the case of
         an Asset Disposition occurring in connection with a claim under an
         insurance policy, costs incurred in connection with adjustment and
         settlement of the claim, (ii) estimated taxes payable in connection
         therewith, and (iii) in the case of an Asset Disposition, any amounts
         payable in respect of Indebtedness, including without limitation
         principal, interest, premiums and penalties, which is secured by, or
         otherwise related to, any 


                                       16
<PAGE>

         property or asset which is the subject thereof to the extent that such
         Indebtedness and any payments in respect thereof are paid with a
         portion of the proceeds therefrom.

                  "Non-Excluded Taxes" means such term as is defined in 
         Section 3.10.

                  "Note" or "Notes" means any Revolving Notes or any Term Notes.

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

                  "Notice of Extension/Conversion" means a written notice of
         extension or conversion in substantially the form of Schedule 3.2, as
         required by Section 3.2.

                  "Obligations" means, collectively, the Term Loans, the
         Revolving Loans and the LOC Obligations.

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

                  "Participation Interest" means the purchase by a Lender of a
         participation in Letters of Credit and LOC Obligations as provided in
         Section 2.2(c), and in Loans as provided in Section 3.13.

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

                  "Permitted Investments" means Investments which are either (i)
         cash and Cash Equivalents; (ii) accounts receivable created, acquired
         or made in the ordinary course of business and payable or dischargeable
         in accordance with customary trade terms; (iii) Investments consisting
         of stock, obligations, securities or other property received in
         settlement of accounts receivable (created in the ordinary course of
         business) from bankrupt obligors; (iv) Investments existing as of the
         Closing Date and set forth in Schedule 8.5; (v) Guaranty Obligations
         permitted by Section 8.1; (vi) loans to employees, directors or
         officers in connection with the award of convertible bonds or stock
         under a stock incentive plan, stock option plan or other equity-based
         compensation plan or arrangement in the aggregate not to exceed
         $500,000 (calculated on the exercise price for any such shares) in the
         aggregate at any time outstanding; (vii) other advances or loans to
         employees, directors, officers or agents not to exceed $750,000 in the
         aggregate at any time outstanding; (viii) advances or loans to
         customers or suppliers that do not exceed $250,000 in the aggregate at
         any one time outstanding; (ix) Investments by one Credit Party in and
         to another Credit Party; (x) loans, advances and investments in Foreign
         Subsidiaries in an amount not to exceed $5,000,000 in the aggregate at
         any time outstanding and (xi) other loans, advances 

                                       17
<PAGE>

         and investments of a nature not contemplated in the foregoing
         subsections in an amount not to exceed $500,000 in the aggregate at any
         time outstanding.

                  "Permitted Liens" means:

                                    (i) Liens in favor of the Agent on behalf of
                  the Lenders;

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

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

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

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

                                    (vi) easements, rights-of-way, restrictions
                  (including zoning restrictions), minor defects or
                  irregularities in title and other similar charges or
                  encumbrances not, in any material respect, impairing the use
                  of the encumbered Property for its intended purposes;

                                    (vii) Liens securing purchase money
                  Indebtedness (including Capital Leases) to the extent
                  permitted under Section 8.1(c), provided that any such Lien

                                       18
<PAGE>

                  attaches only to the Property financed and such Lien attaches
                  thereto concurrently with or within 90 days after the
                  acquisition thereof;

                                    (viii) leases or subleases granted to others
                  not interfering in any material respect with the business of
                  any member of the Consolidated Group;

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

                                    (x) 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;

                                    (xi) Liens deemed to exist in connection
                  with Investments in repurchase agreements permitted under
                  Section 8.5;

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

                                    (xiii) Liens existing as of the Closing Date
                  and set forth on Schedule 6.8; provided that (a) no such Lien
                  shall at any time be extended to or cover any Property other
                  than the Property subject thereto on the Closing Date and (b)
                  the principal amount of the Indebtedness secured by such Liens
                  shall not be extended, renewed, refunded or refinanced.

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

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

                  "Pledge Agreement" means the Pledge Agreement dated as of the
         date hereof entered into by the Credit Parties in favor of the Agent
         for the benefit of the Lenders (and affiliates of Lenders as to certain
         obligations under Hedge Agreements), as amended and modified.

                  "Prime Rate" means the rate of interest per annum publicly
         announced from time to time by NationsBank as its prime rate in effect
         at its principal office in Charlotte, North Carolina, with each change
         in the Prime Rate being effective on the date such change is publicly
         announced as effective (it being understood and agreed that the Prime
         Rate is a 


                                       19
<PAGE>

         reference rate used by NationsBank in determining interest rates on
         certain loans and is not intended to be the lowest rate of interest
         charged on any extension of credit by NationsBank to any debtor).

                  "Pro Forma" means, with respect to any event, that such event
         shall be deemed to have occurred as of the first day of the
         twelve-month period ending as of the last day of the most recent fiscal
         quarter for which the Lenders have received the financial information
         required by Section 7.1(a) or 7.1(b)(ii), as applicable.

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

                  "Receivables" means any right of payment from or on behalf of
         any obligor, whether constituting an account, chattel paper,
         instrument, general intangible or otherwise, arising from the sale or
         financing by a member of the Consolidated Group of merchandise or
         services, and monies due thereunder, security in the merchandise and
         services financed thereby, records related thereto, and the right to
         payment of any interest or finance charges and other obligations with
         respect thereto, proceeds from claims on insurance policies related
         thereto, any other proceeds related thereto, and any other related
         rights.

                  "Register" has the meaning given such term in Section 11.3(c).

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

                  "Release" means any spilling, leaking, pumping, pouring,
         emitting, emptying, discharging, injecting, escaping, leaching, dumping
         or disposing into the environment (including the abandonment or
         discarding of barrels, containers and other closed receptacles
         containing any Materials of Environmental Concern).

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

                  "Required Lenders" means, at any time, Lenders having more
         than fifty percent (50%) of the Commitments, or if the Commitments have
         been terminated, Lenders having more than fifty percent (50%) of the
         aggregate principal amount of the Obligations outstanding (taking into
         account in each case Participation Interests or obligation to
         participate therein); provided that the Commitments of, and outstanding
         principal amount of Obligations (taking into account Participation
         Interests therein) owing to, a Defaulting Lender shall be excluded for
         purposes hereof in making a determination of Required Lenders.

                                       20
<PAGE>

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

                  "Responsible Officer" means the President, the Chief Financial
         Officer, the Controller and any Vice President.

                  "Restricted Payment" means (i) any dividend or other
         distribution, direct or indirect, on account of any shares of any class
         of stock of the Borrower now or hereafter outstanding, (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 the Borrower now or hereafter outstanding, and (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 the Borrower now or hereafter outstanding.

                  "Revolving Commitment" means, with respect to each Lender, the
         commitment of such Lender to make Revolving Loans in an aggregate
         principal amount at any time outstanding of up to such Lender's
         Commitment Percentage of the Aggregate Revolving Committed Amount as
         specified in Schedule 2.1(a), as such amount may be reduced from time
         to time in accordance with the provisions hereof.

                  "Revolving Commitment Percentage" means, for each Lender, a
         fraction (expressed as a decimal) the numerator of which is the
         Revolving Commitment of such Lender at such time and the denominator of
         which is the Aggregate Revolving Committed Amount at such time. The
         initial Revolving Commitment Percentages are set out on Schedule
         2.1(a).

                  "Revolving Committed Amount" means, collectively, the
         aggregate amount of all of the Revolving Commitments as referenced in
         Section 2.1(a) and, individually, the amount of each Lender's Revolving
         Commitment as specified in Schedule 2.1(a).

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

                  "Revolving Note" or "Revolving Notes" means the promissory
         notes of the Borrower in favor of each of the Lenders evidencing the
         Revolving Loans in substantially the form attached as Schedule 2.1(e),
         individually or collectively, as appropriate, as such promissory notes
         may be amended, modified, supplemented, extended, renewed or replaced
         from time to time.

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

                                       21
<PAGE>

                  "Security Agreement" means the Security Agreement dated as of
         the date hereof entered into by the Credit Parties in favor of the
         Agent for the benefit of the Lenders (and affiliates of Lenders as to
         certain obligations under Hedge Agreements), as amended and modified.

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

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

                  "Subsidiary" means, as to any Person, (a) any corporation more
         than 50% of whose stock of any class or classes having by the terms
         thereof ordinary voting power to elect a majority of the directors of
         such corporation (irrespective of whether or not at the time, any class
         or classes of such corporation shall have or might have voting power by
         reason of the happening of any contingency) is at the time owned by
         such Person directly or indirectly through Subsidiaries, and (b) any
         partnership, association, joint venture or other entity in which such
         Person directly or indirectly through Subsidiaries has more than 50% of
         the voting interests at any time. Unless otherwise identified,
         "Subsidiary" or "Subsidiaries" shall mean Subsidiaries of the Borrower.

                  "Tender Offer" has the meaning given to such term in the first
         WHEREAS clause hereof.

                  "Tender Offer Debt" has the meaning given to such term in the
         fourth WHEREAS clause hereof.

                  "Term Loan Commitment" means, with respect to each Lender, the
         commitment of such Lender to make Term Loans in an aggregate principal
         amount at any time outstanding of up to such Lender's Commitment
         Percentage of the Aggregate Term Loan Committed 

                                       22
<PAGE>

         Amount as specified in Schedule 2.1(a), as such amount may be reduced
         from time to time in accordance with the provisions hereof.

                  "Term Loan Committed Amount" means, collectively, the
         aggregate amount of all of the Term Loan Commitments as referenced in
         Section 2.3(a) and, individually, the amount of each Lender's Term Loan
         Commitment as specified in Schedule 2.1(a).

                  "Term Loans" has the meaning assigned to such term in Section
         2.3.

                  "Term Note" or "Term Notes" means the promissory notes of the
         Borrower in favor of each of the Lenders evidencing the Term Loans in
         substantially the form attached as Schedule 2.3(e), individually or
         collectively, as appropriate, as such promissory notes may be amended,
         modified, supplemented, extended, renewed or replaced from time to
         time.

                  "Termination Date" means February 28, 2002, or if extended
         with the written consent of each of the Lenders, such later date as to
         which the Termination Date may be extended.

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

                  "Wal*Mart License Agreement" means the agreement, dated July
         29, 1992, between Wal*Mart Stores, Inc. and American Studios, Inc., as
         the same may be amended, modified or supplemented from time to time and
         any other agreements entered into from time to time between the
         Borrower (or its Subsidiaries) and Wal*Mart Stores, Inc. granting the
         Borrower or its Subsidiaries the right to operate retail portrait
         photography studios in Wal*Mart stores in the United States and Canada.

                  "Wholly Owned Subsidiary" of any Person means any Subsidiary
         100% of whose Voting Stock or other equity interests is at the time
         owned by such Person directly or indirectly through other Wholly Owned
         Subsidiaries.

         1.2      COMPUTATION OF TIME PERIODS.

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

         1.3      ACCOUNTING TERMS.

                  Except as otherwise expressly provided herein, all accounting
terms used herein shall be interpreted, and all financial statements and
certificates and reports as to financial matters required to be delivered to the
Lenders hereunder shall be prepared, in accordance with GAAP 

                                       23
<PAGE>

applied on a consistent basis. All calculations made for the purposes of
determining compliance with this Credit Agreement shall (except as otherwise
expressly provided herein) be made by application of GAAP applied on a basis
consistent with the most recent annual or quarterly financial statements
delivered pursuant to Section 7.1 hereof (or, prior to the delivery of the first
financial statements pursuant to Section 7.1 hereof, consistent with the annual
audited financial statements referenced in Section 6.1(i)); provided, however,
if (a) the Borrower shall object to determining such compliance on such basis at
the time of delivery of such financial statements due to any change in GAAP or
the rules promulgated with respect thereto or (b) the Agent or the Required
Lenders shall so object in writing within 30 days after delivery of such
financial statements, then such calculations shall be made on a basis consistent
with the most recent financial statements delivered by the Borrower to the
Lenders as to which no such objection shall have been made.

                                    SECTION 2

                                CREDIT FACILITIES

         2.1      REVOLVING LOANS.

         (a) Revolving Commitment. During the Commitment Period, subject to the
terms and conditions hereof, each Lender severally agrees to make revolving
credit loans (the "Revolving Loans") to the Borrower from time to time in the
amount of such Lender's Revolving Commitment Percentage of such Revolving Loans
for the purposes hereinafter set forth; provided that (i) with regard to the
Lenders collectively, the aggregate principal amount of Obligations under
Revolving Loans and the LOC Obligations outstanding at any time shall not exceed
TWENTY-FIVE MILLION DOLLARS ($25,000,000) (as referenced on Schedule 2.1(a), the
"Revolving Committed Amount") and (ii) with regard to each Lender individually,
such Lender's Revolving Commitment Percentage of Obligations under Revolving
Loans and the LOC Obligations outstanding at any time shall not exceed such
Lender's Revolving Committed Amount. Revolving Loans may consist of Base Rate
Loans or Eurodollar Loans, or a combination thereof, as the Borrower may
request, and may be repaid and reborrowed in accordance with the provisions
hereof.

         (b)      Revolving Loan Borrowings.

                  (i) Notice of Borrowing. The Borrower shall request a
         Revolving Loan borrowing by written notice (or telephone notice
         promptly confirmed in writing) to the Agent not later than 11:00 A.M.
         (Charlotte, North Carolina time) on the date of the requested borrowing
         (which shall be a Business Day) in the case of Base Rate Loans, and on
         the third Business Day prior to the date of the requested borrowing in
         the case of Eurodollar Loans. Each such request for borrowing shall be
         irrevocable and shall specify (A) that a Revolving Loan is requested
         (B) the date of the requested borrowing (which shall be a Business
         Day), (C) the aggregate principal amount to be borrowed, and (D)
         whether the borrowing shall be comprised of Base Rate Loans, Eurodollar
         Loans or a combination thereof, and if Eurodollar Loans are requested,
         the Interest Period(s) therefor. If the 

                                       24
<PAGE>

         Borrower shall fail to specify in any such Notice of Borrowing
         (I) an applicable Interest Period in the case of a Eurodollar Loan,
         then such notice shall be deemed to be a request for an Interest Period
         of one month, or (II) the type of Revolving Loan requested, then such
         notice shall be deemed to be a request for a Base Rate Loan hereunder.
         The Agent shall give notice to each Lender promptly upon receipt of
         each Notice of Borrowing pursuant to this Section 2.1(b)(i), the
         contents thereof and each such Lender's share of any borrowing to be
         made pursuant thereto.

                  (ii) Minimum Amounts. Each Revolving Loan shall be in a
         minimum aggregate principal amount of $1,000,000, in the case of
         Eurodollar Loans, or $500,000 (or the remaining Revolving Committed
         Amount, if less), in the case of Base Rate Loans, and integral
         multiples of $500,000 in excess thereof.

                  (iii) Advances. Each Lender will make its Revolving Commitment
         Percentage of each Revolving Loan borrowing available to the Agent for
         the account of the Borrower as specified in Section 3.14(a), or in such
         other manner as the Agent may specify in writing, by 1:00 P.M.
         (Charlotte, North Carolina time) on the date specified in the
         applicable Notice of Borrowing (or the date on which a borrowing is
         deemed requested pursuant to Section 2.2(e) hereof) in Dollars and in
         funds immediately available to the Agent. Such borrowing will then be
         made available to the Borrower by the Agent by crediting the account of
         the Borrower on the books of the Agent with the aggregate of the
         amounts made available to the Agent by the Lenders and in like funds as
         received by the Agent.

         (c) Repayment. The principal amount of all Revolving Loans shall be due
and payable in full on the Termination Date.

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

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

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

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

         (e) Revolving Notes. The Revolving Loans shall be evidenced by a duly
executed Revolving Note in favor of each Lender.

         (f) Maximum Number of Eurodollar Loans. The Borrower will be limited to
a maximum number of eight (8) Eurodollar Loans outstanding at any time. For
purposes hereof, Eurodollar 


                                       25
<PAGE>

Loans with separate or different Interest Periods will be considered as separate
Eurodollar Loans even if their Interest Periods expire on the same date.

         2.2      LETTER OF CREDIT SUBFACILITY.

         (a) Issuance. During the Commitment Period, subject to the terms and
conditions hereof and of the LOC Documents, if any, and such other terms and
conditions which the Issuing Lender may reasonably require, the Issuing Lender
shall issue, and the Lenders shall participate in, such Letters of Credit as the
Borrower may request (or have requested in the case of Closing Date Letters of
Credit) for its own account or for the account of another Credit Party as
provided herein, in a form acceptable to the Issuing Lender, for the purposes
hereinafter set forth; provided that (i) the aggregate amount of LOC Obligations
shall not exceed FIVE MILLION DOLLARS ($5,000,000) at any time (the "LOC
Committed Amount"), (ii) with regard to the Lenders collectively, the aggregate
principal amount of Obligations under Revolving Loans and the LOC Obligations
outstanding at any time shall not exceed the Aggregate Revolving Committed
Amount and (iii) with regard to each Lender individually, such Lender's
Revolving Commitment Percentage of Obligations under Revolving Loans and the LOC
Obligations outstanding at any time shall not exceed such Lender's Revolving
Committed Amount. Letters of Credit issued hereunder shall not have an original
expiry date more than one year from the date of issuance or extension, nor an
expiry date, whether as originally issued or by extension, extending beyond the
Termination Date. Each Letter of Credit shall comply with the related LOC
Documents. The issuance date of each Letter of Credit shall be a Business Day.

         (b) Notice and Reports. Except for Closing Date Letters of Credit
described on Schedule 2.2(b)-1, the request for the issuance of a Letter of
Credit shall be submitted by the Borrower to the Issuing Lender at least three
(3) Business Days prior to the requested date of issuance (or such shorter
period as may be agreed by the Issuing Lender. A form of Notice of Request for
Letter of Credit is attached as Schedule 2.2(b)-2. The Issuing Lender will
provide to the Agent at least monthly, and more frequently upon request, a
detailed summary report on its Letters of Credit and the activity thereon, in
form and substance acceptable to the Agent.

         (c) Participation. Each Lender, upon issuance of a Letter of Credit
(or, as of the Closing Date, in the case of the Closing Date Letters of Credit),
shall be deemed to have purchased without recourse a participation from the
applicable Issuing Lender in such Letter of Credit and the obligations arising
thereunder, in each case in an amount equal to its pro rata share of the
obligations under such Letter of Credit (based on the respective Commitment
Percentages of the Lenders) and shall absolutely, unconditionally and
irrevocably assume, as primary obligor and not as surety, and be obligated to
pay to the Issuing Lender therefor and discharge when due, its pro rata share of
the obligations arising under such Letter of Credit. Without limiting the scope
and nature of each Lender's participation in any Letter of Credit, to the extent
that the Issuing Lender has not been reimbursed as required hereunder or under
any such Letter of Credit, each such Lender shall pay to the Issuing Lender its
pro rata share of such unreimbursed drawing in same day funds on the day of
notification by the Issuing Lender of an unreimbursed drawing pursuant to the
provisions of subsection (d) hereof. The obligation of each Lender to so
reimburse

                                       26
<PAGE>

the Issuing Lender shall be absolute and unconditional and shall not be affected
by the occurrence of a Default, an Event of Default or any other occurrence or
event. Any such reimbursement shall not relieve or otherwise impair the
obligation of the Borrower to reimburse the Issuing Lender under any Letter of
Credit, together with interest as hereinafter provided. As of the Closing Date,
each Closing Date Letter of Credit shall be deemed for all purposes of the
Credit Agreement and the other Credit Documents to be a Letter of Credit.

         (d) Reimbursement. In the event of any drawing under any Letter of
Credit, the Issuing Lender will promptly notify the Borrower. Unless the
Borrower shall immediately notify the Issuing Lender that the Borrower intends
to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall
be deemed to have requested that the Lenders make a Revolving Loan in the amount
of the drawing as provided in subsection (e) hereof on the related Letter of
Credit, the proceeds of which will be used to satisfy the related reimbursement
obligations. The Borrower promises to reimburse the Issuing Lender on the day of
drawing under any Letter of Credit (either with the proceeds of a Revolving Loan
obtained hereunder or otherwise) in same day funds. If the Borrower shall fail
to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount
of such drawing shall bear interest at a per annum rate equal to the Base Rate
plus the sum of (i) the Applicable Percentage and (ii) two percent (2%). The
Borrower's reimbursement obligations hereunder shall be absolute and
unconditional under all circumstances irrespective of any rights of setoff,
counterclaim or defense to payment the Borrower may claim or have against the
Issuing Lender, the Agent, the Lenders, the beneficiary of the Letter of Credit
drawn upon or any other Person, including without limitation any defense based
on any failure of the Borrower or any other Credit Party to receive
consideration or the legality, validity, regularity or unenforceability of the
Letter of Credit. The Issuing Lender will promptly notify the other Lenders of
the amount of any unreimbursed drawing and each Lender shall promptly pay to the
Agent for the account of the Issuing Lender in Dollars and in immediately
available funds, the amount of such Lender's pro rata share of such unreimbursed
drawing. Such payment shall be made on the day such notice is received by such
Lender from the Issuing Lender if such notice is received at or before 2:00 P.M.
(Charlotte, North Carolina time) otherwise such payment shall be made at or
before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next
succeeding the day such notice is received. If such Lender does not pay such
amount to the Issuing Lender in full upon such request, such Lender shall, on
demand, pay to the Agent for the account of the Issuing Lender interest on the
unpaid amount during the period from the date of such drawing until such Lender
pays such amount to the Issuing Lender in full at a rate per annum equal to, if
paid within three (3) Business Days of the date that such Lender is required to
make payments of such amount pursuant to the preceding sentence, the Federal
Funds Rate and thereafter at a rate equal to the Base Rate. Each Lender's
obligation to make such payment to the Issuing Lender, and the right of the
Issuing Lender to receive the same, shall be absolute and unconditional, shall
not be affected by any circumstance whatsoever and without regard to the
termination of this Credit Agreement or the Commitments hereunder, the existence
of a Default or Event of Default or the acceleration of the obligations of the
Borrower hereunder and shall be made without any offset, 


                                       27
<PAGE>

abatement, withholding or reduction whatsoever. Simultaneously with the making
of each such payment by a Lender to the Issuing Lender, such Lender shall,
automatically and without any further action on the part of the Issuing Lender
or such Lender, acquire a participation in an amount equal to such payment
(excluding the portion of such payment constituting interest owing to the
Issuing Lender) in the related unreimbursed drawing portion of the LOC
Obligation and in the interest thereon and in the related LOC Documents, and
shall have a claim against the Borrower with respect thereto.

         (e) Repayment with Revolving Loans. On any day on which the Borrower
shall have requested, or been deemed to have requested, a Revolving Loan to
reimburse a drawing under a Letter of Credit, the Agent shall give notice to the
Lenders that a Revolving Loan has been requested or deemed requested by the
Borrower to be made in connection with a drawing under a Letter of Credit, in
which case a Revolving Loan comprised of Base Rate Loans (or Eurodollar Loans to
the extent the Borrower has complied with the procedures of Section 2.1(b)(i)
with respect thereto) shall be immediately made to the Borrower by all Lenders
(notwithstanding any termination of the Commitments pursuant to Section 9.2) pro
rata based on the respective Commitment Percentages of the Lenders (determined
before giving effect to any termination of the Commitments pursuant to Section
9.2) and the proceeds thereof shall be paid directly to the Issuing Lender for
application to the respective LOC Obligations. Each such Lender hereby
irrevocably agrees to make its pro rata share of each such Revolving Loan
immediately upon any such request or deemed request in the amount, in the manner
and on the date specified in the preceding sentence notwithstanding (i) the
amount of such borrowing may not comply with the minimum amount for advances of
Revolving Loans otherwise required hereunder, (ii) whether any conditions
specified in Section 5.2 are then satisfied, (iii) whether a Default or an Event
of Default then exists, (iv) failure for any such request or deemed request for
Revolving Loan to be made by the time otherwise required hereunder, (v) whether
the date of such borrowing is a date on which Revolving Loans are otherwise
permitted to be made hereunder or (vi) any termination of the Commitments
relating thereto immediately prior to or contemporaneously with such borrowing.
In the event that any Revolving Loan cannot for any reason be made on the date
otherwise required above (including, without limitation, as a result of the
commencement of a proceeding under the Bankruptcy Code with respect to the
Borrower or any Credit Party), then each such Lender hereby agrees that it shall
forthwith purchase (as of the date such borrowing would otherwise have occurred,
but adjusted for any payments received from the Borrower on or after such date
and prior to such purchase) from the Issuing Lender such participation in the
outstanding LOC Obligations as shall be necessary to cause each such Lender to
share in such LOC Obligations ratably (based upon the respective Commitment
Percentages of the Lenders (determined before giving effect to any termination
of the Commitments pursuant to Section 9.2)), provided that in the event such
payment is not made on the day of drawing, such Lender shall pay in addition to
the Issuing Lender interest on the amount of its unfunded Participation Interest
at a rate equal to, if paid within three (3) Business Days of the date of
drawing, the Federal Funds Rate, and thereafter at the Base Rate.

         (f) Designation of other Credit Parties as Account Parties.
Notwithstanding anything to the contrary set forth in this Credit Agreement,
including without limitation Section 2.2(a) hereof, a Letter of Credit hereunder
may contain a statement to the effect that such Letter of Credit is issued for
the account of a Credit Party other than the Borrower, provided that
notwithstanding such 


                                       28
<PAGE>

statement, the Borrower shall be the actual account party for all purposes of
this Credit Agreement for such Letter of Credit and such statement shall not
affect the Borrower's reimbursement obligations hereunder with respect to such
Letter of Credit.

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

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

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

                  (i) In addition to its other obligations under this Section
         2.2, the Borrower hereby agrees to protect, indemnify, pay and save the
         Issuing Lender harmless from and against any and all claims, demands,
         liabilities, damages, losses, costs, charges and expenses (including
         reasonable attorneys' fees) that the Issuing Lender may incur or be
         subject to as a consequence, direct or indirect, of (A) the issuance of
         any Letter of Credit or (B) the failure of the Issuing Lender to honor
         a drawing under a Letter of Credit as a result of any act or omission,
         whether rightful or wrongful, of any present or future de jure or de
         facto government or governmental authority (all such acts or omissions,
         herein called "Government Acts").

                  (ii) As between the Borrower and the Issuing Lender, the
         Borrower shall assume all risks of the acts, omissions or misuse of any
         Letter of Credit by the beneficiary thereof. The Issuing Lender shall
         not be responsible: (A) for the form, validity, sufficiency, accuracy,
         genuineness or legal effect of any document submitted by any party in
         connection with the application for and issuance of any Letter of
         Credit, even if it should in fact prove to be in any or all respects
         invalid, fraudulent or forged; (B) for the validity or sufficiency of
         any instrument transferring or assigning or purporting to transfer or
         assign any Letter of Credit or the rights or benefits thereunder or
         proceeds thereof, in whole or in part, that may prove to be invalid or
         ineffective for any reason; (C) for errors, omissions, interruptions or
         delays in transmission or delivery of any messages, by mail, cable,
         telegraph, telex or otherwise, whether or not they be in cipher; (D)
         for any loss or delay in the transmission or otherwise of any document
         required in order to make a drawing under a Letter of Credit or of the
         proceeds thereof; and (E) for any consequences arising from causes
         beyond the control of the Issuing Lender, including, without
         limitation, any Government Acts. None of the above shall affect,
         impair, or prevent the vesting of the Issuing Lender's rights or powers
         hereunder.

                                       29
<PAGE>

                  (iii) In furtherance and extension of, and not in limitation
         of, the specific provisions hereinabove set forth, any action taken or
         omitted by the Issuing Lender, under or in connection with any Letter
         of Credit or the related certificates, if taken or omitted in good
         faith and without gross negligence or willful misconduct, shall not put
         such Issuing Lender under any resulting liability to the Borrower or
         any other Credit Party. It is the intention of the parties that this
         Credit Agreement shall be construed and applied to protect and
         indemnify the Issuing Lender against any and all risks involved in the
         issuance of the Letters of Credit, all of which risks are hereby
         assumed by the Borrower (on behalf of itself and each of the other
         Credit Parties), including, without limitation, any and all Government
         Acts. The Issuing Lender shall not, in any way, be liable for any
         failure by the Issuing Lender or anyone else to pay any drawing under
         any Letter of Credit as a result of any Government Acts or any other
         cause beyond the control of the Issuing Lender.

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

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

         (j) Responsibility of Issuing Lender. It is expressly understood and
agreed that the obligations of the Issuing Lender hereunder to the Lenders are
only those expressly set forth in this Credit Agreement and that the Issuing
Lender shall be entitled to assume that the conditions precedent set forth in
Section 5.2 have been satisfied unless it shall have acquired actual knowledge
that any such condition precedent has not been satisfied; provided, however,
that nothing set forth in this Section 2.2 shall be deemed to prejudice the
right of any Lender to recover from the Issuing Lender any amounts made
available by such Lender to the Issuing Lender pursuant to this Section 2.2 in
the event that it is determined by a court of competent jurisdiction that the
payment with respect to a Letter of Credit constituted gross negligence or
willful misconduct on the part of the Issuing Lender.

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

                                       30
<PAGE>

         2.3     TERM LOANS.

         (a) Term Loans. Subject to the terms and conditions set forth herein
(including specifically without limitation the satisfaction of each of the
conditions contained in Section 5 hereof), each Lender severally agrees, on the
Closing Date, to make a term loan (collectively, the "Term Loans") to the
Borrower, in Dollars, in an amount equal to such Lender's Commitment Percentage,
if any, of the Term Loan Committed Amount; provided that the aggregate amount of
such Term Loans made on the Closing Date shall not exceed the Aggregate Term
Loan Committed Amount. No Term Loans shall be made after the Closing Date. Once
repaid, Term Loans cannot be reborrowed.

         (b) Funding of Term Loans. On the Closing Date, each applicable Lender
will make its Commitment Percentage of the Term Loans available to the Agent by
deposit, in Dollars and in immediately available funds, at the offices of the
Agent at its principal office in Charlotte, North Carolina or at such other
address as the Agent may designate in writing. The amount of the Term Loans will
then be made available to the Borrower by the Agent by crediting the account of
the Borrower on the books of such office of the Agent, to the extent the amount
of such Term Loans is made available to the Agent. The Term Loans shall
initially bear interest at the Eurodollar Rate plus the Applicable Percentage.

         No Lender shall be responsible for the failure or delay by any other
Lender in its obligation to make a Term Loan hereunder; provided, however, that
the failure of any Lender to fulfill its obligations hereunder shall not relieve
any other Lender of its obligations hereunder. If the Agent shall have received
an executed signature page to this Credit Agreement (whether an original or via
telecopy) from a Lender, the Agent may assume that such Lender has or will make
the amount of its Term Loans available to the Agent on the Closing Date, and the
Agent in reliance upon such assumption, may (in its sole discretion but without
any obligation to do so) make available to the Borrower a corresponding amount.
If such corresponding amount is not in fact made available to the Agent, the
Agent shall be able to recover such corresponding amount from such Lender. If
such Lender shall fail to pay such corresponding amount forthwith upon the
Agent's demand therefor, the Agent will promptly notify the Borrower, and the
Borrower shall immediately pay such corresponding amount to the Agent. The Agent
shall also be entitled to recover from the Lender or the Borrower, as the case
may be, interest on such corresponding amount in respect of each day from the
date such corresponding amount was made available by the Agent to the Borrower
to the date such corresponding amount is recovered by the Agent at a per annum
rate equal to (i) from the Borrower at the applicable rate for such Term Loan
and (ii) from a Lender at the Federal Funds Rate.

         (c) Amortization. The principal amount of the Term Loans shall be
repaid in quarterly installments on the dates set forth below:

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<PAGE>

                  Principal Amortization             Term Loan Principal
                      Payment Dates                  Amortization Payment
                      -------------                  --------------------
                  March 31, 1998                             $1,250,000
                  June 30, 1998                              $1,250,000
                  September 30, 1998                         $2,500,000
                  December 31, 1998                          $5,000,000
                  March 31, 1999                             $1,875,000
                  June 30, 1999                              $1,875,000
                  September 30, 1999                         $3,750,000
                  December 31, 1999                          $7,500,000
                  March 31, 2000                             $2,500,000
                  June 30, 2000                              $2,500,000
                  September 30, 2000                         $5,000,000
                  December 31, 2000                         $10,000,000
                  March 31, 2001                             $2,500,000
                  June 30, 2001                              $2,500,000
                  September 30, 2001                         $5,000,000
                  December 31, 2001                         $10,000,000
                  TOTAL                                     $65,000,000

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

                  (i) Base Rate Loans. During such periods as Term Loans shall
         be comprised in whole or in part of Base Rate Loans, such Base Rate
         Loans shall bear interest at a per annum rate equal to the Base Rate
         plus the Applicable Percentage; and

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

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

         (e) Term Notes. The Term Loans shall be evidenced by a duly executed
Term Note in favor of each Lender.

                                    SECTION 3
                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

         3.1      DEFAULT RATE.

         Upon the occurrence, and during the continuance, of an Event of
Default, the principal of and, to the extent permitted by law, interest on the
Loans and any other amounts owing hereunder or under the other Credit Documents
shall bear interest, payable on demand, at a per annum rate 2% 

                                       32
<PAGE>

greater than the rate which would otherwise be applicable (or if no rate is
applicable, whether in respect of interest, fees or other amounts, then 2%
greater than the Base Rate).

         3.2      EXTENSION AND CONVERSION.

         Subject to the terms of Section 5.2, the Borrower shall have the
option, on any Business Day, to extend existing Loans into a subsequent
permissible Interest Period or to convert Loans into Loans of another interest
rate type; provided, however, that (i) except as provided in Section 3.8,
Eurodollar Loans may be converted into Base Rate Loans only on the last day of
the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended,
and Base Rate Loans may be converted into Eurodollar Loans, only if no Default
or Event of Default is in existence on the date of extension or conversion,
(iii) Loans extended as, or converted into, Eurodollar Loans shall be subject to
the terms of the definition of "Interest Period" set forth in Section 1.1 and
shall be in a minimum aggregate principal amount of $1,000,000 and integral
multiples of $500,000 in excess thereof, and (iv) any request for extension or
conversion of a Eurodollar Loan which shall fail to specify an Interest Period
shall be deemed to be a request for an Interest Period of one month. Each such
extension or conversion shall be effected by the Borrower by giving a Notice of
Extension/Conversion (or telephone notice promptly confirmed in writing) to the
Agent prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day
of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan,
and on the third Business Day prior to, in the case of the extension of a
Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan,
the date of the proposed extension or conversion, specifying the date of the
proposed extension or conversion, the Loans to be so extended or converted, the
types of Loans into which such Loans are to be converted and, if appropriate,
the applicable Interest Periods with respect thereto. Each request for extension
or conversion shall be irrevocable and shall constitute a representation and
warranty by the Borrower of the matters specified in subsections (a) through (d)
of Section 5.2. In the event the Borrower fails to request extension or
conversion of any Eurodollar Loan in accordance with this Section, or any such
conversion or extension is not permitted or required by this Section, then such
Eurodollar Loan shall be automatically converted into a Base Rate Loan at the
end of the Interest Period applicable thereto. The Agent shall give each Lender
notice as promptly as practicable of any such proposed extension or conversion
affecting any Loan. The Borrower will be limited to a maximum number of eight
(8) Eurodollar Loans outstanding at any time. For purposes hereof, Eurodollar
Loans with separate or different Interest Periods will be considered as separate
Eurodollar Loans even if their Interest Periods expire on the same date.

         3.3      PREPAYMENTS.

         (a) Voluntary Prepayments. The Loans may be repaid in whole or in part
without premium or penalty; provided that (i) Eurodollar Loans may be prepaid
only upon three (3) Business Days' prior written notice to the Agent and must be
accompanied by payment of any amounts owing under Section 3.11, (ii) partial
prepayments shall be minimum principal amounts of $1,000,000, in the case of
Eurodollar Loans, $1,000,000, in the case of Base Rate Loans and in integral
multiples of $500,000 in excess thereof and (iii) voluntary prepayments with
respect to the Term Loans shall be applied pro rata among each remaining
installment of principal.

                                       33
<PAGE>

         (b) Mandatory Prepayments. The Borrower will make the following
prepayments (to be applied as set forth in paragraph (c) below):

                  (i) Commitment Limitations. If at any time, (A) the aggregate
         principal amount of Revolving Loans and the LOC Obligations shall
         exceed the Aggregate Revolving Committed Amount or (B) the aggregate
         amount of LOC Obligations shall exceed the LOC Committed Amount, the
         Borrower shall immediately make payment on the Revolving Loans and/or
         to a cash collateral account in respect of the LOC Obligations, in an
         amount sufficient to eliminate the deficiency.

                  (ii) Asset Dispositions. The Borrower will make prepayment on
         the Loans and/or to a cash collateral account in respect of LOC
         Obligations in an amount equal to one hundred percent (100%) of the Net
         Proceeds received from Asset Dispositions.

                  (iii) Equity Transactions. The Borrower will make prepayment
         on the Loans and/or to a cash collateral account in respect of LOC
         Obligations in an amount equal to one hundred percent (100%) of the Net
         Proceeds received from any Equity Transaction (it being agreed that any
         such payments required in connection with the issuance of stock under
         stock incentive, stock option or other similar plans shall be made
         quarterly within sixty days following the end of each quarter).

                  (iv) Excess Cash Flow. Within 10 days after the date the
         audited financial statements are required to be delivered pursuant to
         Section 7.1(a) (commencing with the fiscal year ending January 31,
         1998), the Borrower shall make a prepayment on the Loans and/or to a
         cash collateral account in respect of the LOC Obligations in an amount
         equal to (A) 75% of Consolidated Excess Cash Flow for the fiscal year
         most recently ended less (B) any voluntary prepayments (other than
         voluntary prepayments of loans outstanding under revolving lines of
         credit, including Revolving Loans hereunder, unless there is a
         corresponding permanent reduction in the commitments relating thereto)
         on Funded Debt made during such fiscal year.

                      (c) Application of Prepayments. All amounts required to be
              paid pursuant to Section 3.3(b)(i) shall be applied first to
              Revolving Loans and second to a cash collateral account in respect
              of LOC Obligations. All amounts required to be prepaid pursuant to
              Section 3.3(b)(ii) and (iii) above shall be paid promptly upon
              receipt of the amounts to be prepaid. All amounts required to be
              prepaid pursuant to Section 3.3(b)(ii), (iii) and (iv) above shall
              be applied first to the Term Loans, second to the Revolving Loans
              (with a corresponding reduction in the Aggregate Revolving
              Committed Amount) and third to a cash collateral account in
              respect of the LOC Obligations; provided, however, such reduction
              in the Aggregate Revolving Committed Amount shall not be required
              if no Default or Event of Default exists hereunder at the time of
              such prepayment. Amounts applied to the Term Loans will reduce pro
              rata each remaining installment of principal. Within the
              parameters of the application set forth above, prepayments shall
              be applied first to Base Rate Loans and 

                                       34
<PAGE>

              then to Eurodollar Loans in direct order of Interest Period
              maturities. All prepayments hereunder shall be subject to Section
              3.11.

         3.4      TERMINATION AND REDUCTION OF COMMITMENTS

         (a) Voluntary Reductions. The Revolving Commitments may be terminated
or permanently reduced in whole or in part upon three (3) Business Days' prior
written notice to the Agent, provided that (i) after giving effect to any
voluntary reduction the aggregate amount of Obligations under Revolving Loans
and the LOC Obligations outstanding shall not exceed the Aggregate Revolving
Committed Amount, as reduced, and (ii) partial reductions shall be in a minimum
principal amount of $2,000,000, and in integral multiples of $1,000,000 in
excess thereof.

         (b) Mandatory Reduction. The Revolving Commitments hereunder shall
terminate on the Termination Date.

         3.5      FEES.

         (a) Commitment Fee. In consideration of the Revolving Commitments
hereunder, the Borrower agrees to pay to the Agent for the ratable benefit of
the Lenders a commitment fee (the "Commitment Fee") equal to 0.50% per annum on
the average daily unused amount of the Revolving Committed Amount for the
applicable period. The Commitment Fee shall be payable quarterly in arrears on
the 15th day following the last day of each calendar quarter for the immediately
preceding quarter (or portion thereof) beginning with the first such date to
occur after the Closing Date and on the Termination Date.

         (b)      Letter of Credit Fees.

                  (i) Letter of Credit Fee. In consideration of the LOC
         Commitment hereunder, the Borrower agrees to pay to the Agent for the
         ratable benefit of the Lenders a fee (the "Letter of Credit Fee") equal
         to the Applicable Percentage per annum for Eurodollar Loans on the
         average daily maximum amount available to be drawn under Letters of
         Credit from the date of issuance to the date of expiration. The Letter
         of Credit Fee shall be payable quarterly in arrears on the 15th day
         following the last day of each calendar quarter for the immediately
         preceding quarter (or portion thereof) beginning with the first such
         date to occur after the Closing Date and on the applicable date of
         expiration.

                  (ii) Issuing Lender Fee. In addition to the Letter of Credit
         Fee, the Borrower agrees to pay to the Issuing Lender for its own
         account without sharing by the other Lenders (A) such fronting and
         negotiation fees as may be mutually agreed upon by the Issuing Lender
         and the Borrower from time to time and (B) customary charges of the
         Issuing Lender with respect to the issuance, amendment, transfer,
         administration, cancellation and conversion of, and drawings under,
         such Letters of Credit (collectively, the "Issuing Lender Fees").

                                       35
<PAGE>

         (c) Administrative Fees. The Borrower agrees to pay to the Agent, for
its own account, an annual administrative fee and such other fees, if any,
referred to in the Agent's Fee Letter (collectively, the "Agent Fees").

         3.6      CAPITAL ADEQUACY.

         If any Lender has determined, after the date hereof, that the adoption
or the becoming effective of, or any change in, or any change by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or administration
of, any applicable law, rule or regulation regarding capital adequacy, or
compliance by such Lender with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Lender's capital or assets as a consequence of its commitments or
obligations hereunder to a level below that which such Lender could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy), then,
upon notice from such Lender to the Borrower, the Borrower shall be obligated to
pay within thirty days of demand therefor to such Lender such additional amount
or amounts as will compensate such Lender for such reduction. The Lender shall
provide the Borrower notice of any such claim within ninety days of the
occurrence of any event constituting the basis for such claim. Each
determination by any such Lender of amounts owing under this Section shall,
absent manifest error, be conclusive and binding on the parties hereto.

         3.7      INABILITY TO DETERMINE INTEREST RATE.

         If prior to the first day of any Interest Period, the Agent shall have
determined (which determination shall be conclusive and binding upon the
Borrower) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Eurodollar Rate
for such Interest Period, the Agent shall give telecopy or telephonic notice
thereof to the Borrower and the Lenders as soon as practicable thereafter. If
such notice is given (a) any Eurodollar Loans requested to be made on the first
day of such Interest Period shall be made as Base Rate Loans and (b) any Loans
that were to have been converted on the first day of such Interest Period to or
continued as Eurodollar Loans shall be converted to or continued as Base Rate
Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar
Loans shall be made or continued as such, nor shall the Borrower have the right
to convert Base Rate Loans to Eurodollar Loans.

         3.8      ILLEGALITY.

         Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
occurring after the Closing Date shall make it unlawful for any Lender to make
or maintain Eurodollar Loans as contemplated by this Credit Agreement, (a) such
Lender shall promptly give written notice of such circumstances to the Borrower
and the Agent (which notice shall be withdrawn whenever such circumstances no
longer exist), (b) the commitment of such Lender hereunder to make Eurodollar
Loans, continue 


                                       36
<PAGE>

Eurodollar Loans as such and convert a Base Rate Loan to Eurodollar Loans shall
forthwith be canceled and, until such time as it shall no longer be unlawful for
such Lender to make or maintain Eurodollar Loans, such Lender shall then have a
commitment only to make a Base Rate Loan when a Eurodollar Loan is requested and
(c) such Lender's Loans then outstanding as Eurodollar Loans, if any, shall be
converted automatically to Base Rate Loans on the respective last days of the
then current Interest Periods with respect to such Loans or within such earlier
period as required by law. If any such conversion of a Eurodollar Loan occurs on
a day which is not the last day of the then current Interest Period with respect
thereto, the Borrower shall pay to such Lender such amounts, if any, as may be
required pursuant to Section 3.11.

         3.9      REQUIREMENTS OF LAW.

         If, after the date hereof, the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof applicable to
any Lender, or compliance by any Lender with any request or directive (whether
or not having the force of law) from any central bank or other Governmental
Authority, in each case made subsequent to the Closing Date (or, if later, the
date on which such Lender becomes a Lender):

                  (a) shall subject such Lender to any tax of any kind
         whatsoever with respect to any Letter of Credit, any Eurodollar Loans
         made by it or its obligation to make Eurodollar Loans, or change the
         basis of taxation of payments to such Lender in respect thereof (except
         for (i) Non-Excluded Taxes covered by Section 3.10 (including
         Non-Excluded Taxes imposed solely by reason of any failure of such
         Lender to comply with its obligations under Section 3.10(b)) and (ii)
         changes in taxes measured by or imposed upon the overall net income, or
         franchise tax (imposed in lieu of such net income tax), of such Lender
         or its applicable lending office, branch, or any affiliate thereof));

                  (b) shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against assets
         held by, deposits or other liabilities in or for the account of,
         advances, loans or other extensions of credit by, or any other
         acquisition of funds by, any office of such Lender which is not
         otherwise included in the determination of the Eurodollar Rate
         hereunder; or

                  (c) shall impose on such Lender any other condition (excluding
         any tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, upon notice to the Borrower from such Lender,
through the Agent, in accordance herewith, the Borrower shall be obligated to
pay within 30 days of demand therefor to such Lender, any additional amounts
necessary to compensate such Lender for such increased cost or reduced amount
receivable, provided that, in any such case, the Borrower may elect to convert
the Eurodollar Loans made by such Lender hereunder to Base Rate Loans by giving
the Agent at least one Business Day's notice of such election, in which case the
Borrower 


                                       37
<PAGE>

shall promptly pay to such Lender, upon demand, without duplication, such
amounts, if any, as may be required pursuant to Section 3.11. The Lender shall
provide the Borrower notice of any such claim within ninety days of the
occurrence of any event constituting the basis for such claim. If any Lender
becomes entitled to claim any additional amounts pursuant to this subsection, it
shall provide prompt notice thereof to the Borrower, through the Agent,
certifying (x) that one of the events described in this paragraph has occurred
and describing in reasonable detail the nature of such event, (y) as to the
increased cost or reduced amount resulting from such event and (z) as to the
additional amount demanded by such Lender and a reasonably detailed explanation
of the calculation thereof. Such a certificate as to any additional amounts
payable pursuant to this subsection submitted by such Lender, through the Agent,
to the Borrower shall be conclusive and binding on the parties hereto in the
absence of manifest error. This covenant shall survive the termination of this
Credit Agreement and the payment of the Loans and all other amounts payable
hereunder.

         3.10     TAXES.

         (a) Except as provided below in this subsection, all payments made by
the Borrower under this Credit Agreement and any Notes shall be made free and
clear of, and without deduction or withholding for or on account of, any present
or future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any court, or governmental body, agency or other
official, excluding taxes measured by or imposed upon the overall net income of
any Lender or its applicable lending office, or any branch or affiliate thereof,
and all franchise taxes, branch taxes, taxes on doing business or taxes on the
overall capital or net worth of any Lender or its applicable lending office, or
any branch or affiliate thereof imposed: (i) by the jurisdiction under the laws
of which such Lender, applicable lending office, branch or affiliate is
organized or is located, or in which its principal executive office is located,
or any nation within which such jurisdiction is located or any political
subdivision thereof; or (ii) by reason of any connection between the
jurisdiction imposing such tax and such Lender, applicable lending office,
branch or affiliate other than a connection arising solely from such Lender
having executed, delivered or performed its obligations, or received payment
under or enforced, this Credit Agreement or any Notes. If any such non-excluded
taxes, levies, imposts, duties, charges, fees, deductions or withholdings
("Non-Excluded Taxes") are required to be withheld from any amounts payable to
the Agent or any Lender hereunder or under any Notes, (A) the amounts so payable
to the Agent or such Lender shall be increased to the extent necessary to yield
to the Agent or such Lender (after payment of all Non-Excluded Taxes) interest
or any such other amounts payable hereunder at the rates or in the amounts
specified in this Credit Agreement and any Notes, provided, however, that the
Borrower shall be entitled to deduct and withhold any Non-Excluded Taxes and
shall not be required to increase any such amounts payable to any Lender that is
not organized under the laws of the United States of America or a state thereof
if such Lender fails to comply with the requirements of paragraph (b) of this
subsection whenever any Non-Excluded Taxes are payable by the Borrower, and (B)
as promptly as possible thereafter the Borrower shall send to the Agent for its
own account or for the account of such Lender, as the case may be, a certified
copy of an original official receipt received by the Borrower showing payment
thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to the Agent the required


                                       38
<PAGE>

receipts or other required documentary evidence, the Borrower shall indemnify
the Agent and the Lenders for any incremental taxes, interest or penalties that
may become payable by the Agent or any Lender as a result of any such failure.
The agreements in this subsection shall survive the termination of this Credit
Agreement and the payment of the Loans and all other amounts payable hereunder.

         (b) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof shall:

                  (X)(i) on or before the date of any payment by the Borrower
         under this Credit Agreement or Notes to such Lender, deliver to the
         Borrower and the Agent (A) two (2) duly completed copies of United
         States Internal Revenue Service Form 1001 or 4224, or successor
         applicable form, as the case may be, certifying that it is entitled to
         receive payments under this Credit Agreement and any Notes without
         deduction or withholding of any United States federal income taxes and
         (B) an Internal Revenue Service Form W-8 or W-9, or successor
         applicable form, as the case may be, certifying that it is entitled to
         an exemption from United States backup withholding tax;

                  (ii) deliver to the Borrower and the Agent two (2) further
         copies of any such form or certification on or before the date that any
         such form or certification expires or becomes obsolete and after the
         occurrence of any event requiring a change in the most recent form
         previously delivered by it to the Borrower; and

                  (iii) obtain such extensions of time for filing and complete
         such forms or certifications as may reasonably be requested by the
         Borrower or the Agent; or

                  (Y) in the case of any such Lender that is not a "bank" within
         the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (i)
         represent to the Borrower (for the benefit of the Borrower and the
         Agent) that it is not a bank within the meaning of Section 881(c)(3)(A)
         of the Internal Revenue Code, (ii) agree to furnish to the Borrower on
         or before the date of any payment by the Borrower, with a copy to the
         Agent two (2) accurate and complete original signed copies of Internal
         Revenue Service Form W-8, or successor applicable form certifying to
         such Lender's legal entitlement at the date of such certificate to an
         exemption from U.S. withholding tax under the provisions of Section
         881(c) of the Internal Revenue Code with respect to payments to be made
         under this Credit Agreement and any Notes (and to deliver to the
         Borrower and the Agent two (2) further copies of such form on or before
         the date it expires or becomes obsolete and after the occurrence of any
         event requiring a change in the most recently provided form and, if
         necessary, obtain any extensions of time reasonably requested by the
         Borrower or the Agent for filing and completing such forms), and (iii)
         agree, to the extent legally entitled to do so, upon reasonable request
         by the Borrower, to provide to the Borrower (for the benefit of the
         Borrower and the Agent) such other forms as may be reasonably required
         in order to establish the legal entitlement of such Lender to an
         exemption from withholding with respect to payments under this Credit
         Agreement and any Notes;

                                       39
<PAGE>

unless in any such case any change in treaty, law or regulation has occurred
after the date such Person becomes a Lender hereunder which renders all such
forms inapplicable or which would prevent such Lender from duly completing and
delivering any such form with respect to it and such Lender so advises the
Borrower and the Agent. Each Person that shall become a Lender or a participant
of a Lender pursuant to subsection 11.3 shall, upon the effectiveness of the
related transfer, be required to provide all of the forms, certifications and
statements required pursuant to this subsection, provided that in the case of a
participant of a Lender the obligations of such participant of a Lender pursuant
to this subsection (b) shall be determined as if the participant of a Lender
were a Lender except that such participant of a Lender shall furnish all such
required forms, certifications and statements to the Lender from which the
related participation shall have been purchased.

         3.11     INDEMNITY.

         The Borrower promises to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur (other
than through such Lender's gross negligence or willful misconduct) as a
consequence of (a) default by the Borrower in making a borrowing of, conversion
into or continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Credit Agreement,
(b) default by the Borrower in making any prepayment of a Eurodollar Loan after
the Borrower has given a notice thereof in accordance with the provisions of
this Credit Agreement or (c) the making of a prepayment of Eurodollar Loans on a
day which is not the last day of an Interest Period with respect thereto. With
respect to Eurodollar Loans, such indemnification may include an amount equal to
the excess, if any, of (i) the amount of interest which would have accrued on
the amount so prepaid, or not so borrowed, converted or continued, for the
period from the date of such prepayment or of such failure to borrow, convert or
continue to the last day of the applicable Interest Period (or, in the case of a
failure to borrow, convert or continue, the Interest Period that would have
commenced on the date of such failure) in each case at the applicable rate of
interest for such Eurodollar Loans provided for herein (excluding, however, the
Applicable Percentage included therein, if any) over (ii) the amount of interest
(as reasonably determined by such Lender) which would have accrued to such
Lender on such amount by placing such amount on deposit for a comparable period
with leading banks in the interbank Eurodollar market. The covenants of the
Borrower set forth in this Section 3.11 shall survive the termination of this
Credit Agreement and the payment of the Loans and all other amounts payable
hereunder.

         3.12     PRO RATA TREATMENT.

         Except to the extent otherwise provided herein:

         (a) Loans. Each Loan, each payment or prepayment of principal of any
Loan or reimbursement obligations arising from drawings under Letters of Credit,
each payment of interest on the Loans or reimbursement obligations arising from
drawings under Letters of Credit, each payment of Commitment Fees, each payment
of the Letter of Credit Fee, each reduction of the Revolving Committed Amount
and each conversion or extension of any Loan, shall be allocated 


                                       40
<PAGE>

pro rata among the Lenders in accordance with the respective principal amounts
of their outstanding Loans and Participation Interests.

         (b) Advances. Unless the Agent shall have been notified in writing by
any Lender prior to a borrowing that such Lender will not make the amount that
would constitute its ratable share of such borrowing available to the Agent, the
Agent may assume that such Lender is making such amount available to the Agent,
and the Agent may, in reliance upon such assumption, make available to the
Borrower a corresponding amount. If such amount is not made available to the
Agent by such Lender within the time period specified therefor hereunder, such
Lender shall pay to the Agent, on demand, such amount with interest thereon at a
rate equal to the Federal Funds Rate for the period until such Lender makes such
amount immediately available to the Agent. A certificate of the Agent submitted
to any Lender with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error.

         3.13     SHARING OF PAYMENTS.

         The Lenders agree among themselves that, in the event that any Lender
shall obtain payment in respect of any Loan, LOC Obligations or any other
obligation owing to such Lender under this Credit Agreement through the exercise
of a right of setoff, banker's lien or counterclaim, or pursuant to a secured
claim under Section 506 of Title 11 of the United States Code or other security
or interest arising from, or in lieu of, such secured claim, received by such
Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, in excess of its pro rata share of such
payment as provided for in this Credit Agreement, such Lender shall promptly
purchase from the other Lenders a participation in such Loans, LOC Obligations
and other obligations in such amounts, and make such other adjustments from time
to time, as shall be equitable to the end that all Lenders share such payment in
accordance with their respective ratable shares as provided for in this Credit
Agreement. The Lenders further agree among themselves that if payment to a
Lender obtained by such Lender through the exercise of a right of setoff,
banker's lien, counterclaim or other event as aforesaid shall be rescinded or
must otherwise be restored, each Lender which shall have shared the benefit of
such payment shall, by repurchase of a participation theretofore sold, return
its share of that benefit (together with its share of any accrued interest
payable with respect thereto) to each Lender whose payment shall have been
rescinded or otherwise restored. The Borrower agrees that any Lender so
purchasing such a participation may, to the fullest extent permitted by law,
exercise all rights of payment, including setoff, banker's lien or counterclaim,
with respect to such participation as fully as if such Lender were a holder of
such Loan, LOC Obligations or other obligation in the amount of such
participation. Except as otherwise expressly provided in this Credit Agreement,
if any Lender or the Agent shall fail to remit to the Agent or any other Lender
an amount payable by such Lender or the Agent to the Agent or such other Lender
pursuant to this Credit Agreement on the date when such amount is due, such
payments shall be made together with interest thereon for each date from the
date such amount is due until the date such amount is paid to the Agent or such
other Lender at a rate per annum equal to the Federal Funds Rate. If under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a setoff to which this Section 3.13 applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured 


                                       41
<PAGE>

claim in a manner consistent with the rights of the Lenders under this Section
3.13 to share in the benefits of any recovery on such secured claim.

         3.14     PAYMENTS, COMPUTATIONS, ETC.

         (a) Except as otherwise specifically provided herein, all payments
hereunder shall be made to the Agent in dollars in immediately available funds,
without offset, deduction, counterclaim or withholding of any kind, at the
Agent's office specified in Section 11.1 not later than 2:00 P.M. (Charlotte,
North Carolina time) on the date when due. Payments received after such time
shall be deemed to have been received on the next succeeding Business Day. The
Agent may (but shall not be obligated to) debit the amount of any such payment
which is not made by such time to any ordinary deposit account of the Borrower
maintained with the Agent (with notice to the Borrower). The Borrower shall, at
the time it makes any payment under this Credit Agreement, specify to the Agent
the Loans, LOC Obligations, Fees, interest or other amounts payable by the
Borrower hereunder to which such payment is to be applied (and in the event that
it fails so to specify, or if such application would be inconsistent with the
terms hereof, the Agent shall distribute such payment to the Lenders in such
manner as the Agent may determine to be appropriate in respect of obligations
owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The
Agent will distribute such payments to such Lenders, if any such payment is
received prior to 2:00 P.M. (Charlotte, North Carolina time) on a Business Day
in like funds as received prior to the end of such Business Day and otherwise
the Agent will distribute such payment to such Lenders on the next succeeding
Business Day. Whenever any payment hereunder shall be stated to be due on a day
which is not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day (subject to accrual of interest and Fees for the period
of such extension), except that in the case of Eurodollar Loans, if the
extension would cause the payment to be made in the next following calendar
month, then such payment shall instead be made on the next preceding Business
Day. Except as expressly provided otherwise herein, all computations of interest
and fees shall be made on the basis of actual number of days elapsed over a year
of 360 days, except with respect to computation of interest on Base Rate Loans
which (unless the Base Rate is determined by reference to the Federal Funds
Rate) shall be calculated based on a year of 365 or 366 days, as appropriate.
Interest shall accrue from and include the date of borrowing, but exclude the
date of payment.

         (b) Allocation of Payments After Event of Default. Notwithstanding any
other provisions of this Credit Agreement or any other Credit Document to the
contrary, after the occurrence and during the continuance of an Event of
Default, all amounts collected or received by the Agent or any Lender on account
of the Guaranteed Obligations or any other amounts outstanding under any of the
Credit Documents shall be paid over or delivered as follows:

                  FIRST, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation reasonable attorneys' fees)
         of the Agent in connection with enforcing the rights of the Lenders
         under the Credit Documents;

                  SECOND, to payment of any fees owed to the Agent;

                                       42
<PAGE>

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

                  FOURTH, to the payment of all accrued interest and fees on or
         in respect of the Obligations;

                  FIFTH, to the payment of the outstanding principal amount of
         the Guaranteed Obligations (including the payment or cash
         collateralization of the outstanding LOC Obligations);

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

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

In carrying out the foregoing, (i) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; and (ii) each of the Lenders shall receive an amount equal
to its pro rata share (based on the proportion that the then outstanding
Obligations owed to such Lender bears to the aggregate then outstanding
Obligations) of amounts available to be applied pursuant to clauses "THIRD",
"FOURTH", "FIFTH" and "SIXTH" above; and (iii) to the extent that any amounts
available for distribution pursuant to clause "FIFTH" above are attributable to
the issued but undrawn amount of outstanding Letters of Credit, such amounts
shall be held by the Agent in a cash collateral account and applied (A) first,
to reimburse the Issuing Lender for any drawings under such Letters of Credit
and (B) then, following the expiration of all Letters of Credit, to all other
obligations of the types described in clauses "FIFTH" and "SIXTH" above in the
manner provided in this Section 3.14(b).

         3.15     EVIDENCE OF DEBT.

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

         (b) The Agent shall maintain the Register pursuant to Section 11.3(c)
hereof, and a subaccount for each Lender, in which Register and subaccounts
(taken together) shall be recorded (i) the amount, type and Interest Period of
each such Loan hereunder, (ii) the amount of any principal or interest due and
payable or to become due and payable to each Lender hereunder and (iii) the
amount of any sum received by the Agent hereunder from or for the account of the
Borrower and each Lender's share thereof. The Agent will make reasonable efforts
to maintain the 


                                       43
<PAGE>

accuracy of the subaccounts referred to in the preceding sentence and to
promptly update such subaccounts from time to time, as necessary.

         (c) The entries made in the accounts, Register and subaccounts
maintained pursuant to subsection (b) of this Section 3.15 (and, if consistent
with the entries of the Agent, subsection (a)) shall be prima facie evidence of
the existence and amounts of the obligations of the Borrower therein recorded;
provided, however, that the failure of any Lender or the Agent to maintain any
such account, such Register or such subaccount, as applicable, or any error
therein, shall not in any manner affect the obligation of the Borrower to repay
the Loans made by such Lender in accordance with the terms hereof.

         3.16     REPLACEMENT OF LENDERS.

         In the event any Lender delivers to the Borrower any notice in
accordance with Section 3.6, 3.8, 3.9 or 3.10, then the Borrower shall have the
right, if no Default or Event of Default then exists, to replace such Lender
(the "Replaced Lender") with one or more additional banks or financial
institutions (collectively, the "Replacement Lender"), provided, that (a) at the
time of any replacement pursuant to this Section 3.16, the Replacement Lender
shall enter into one or more Assignment and Acceptance agreements pursuant to,
and in accordance with the terms of, Section 11.3(b) (and with all processing
and recordation fees payable pursuant to said Section 11.3(b) to be paid by the
Replacement Lender or, at its option, the Borrower) pursuant to which the
Replacement Lender shall acquire all of the rights and obligations of the
Replaced Lender hereunder and, in connection therewith, shall pay to the
Replaced Lender in respect thereof an amount equal to the sum of (i) the
principal of, and all accrued interest on, all outstanding Loans of the Replaced
Lender, and (ii) all accrued, but theretofore unpaid, fees owing to the Replaced
Lender pursuant to Section 3.5, and (b) all other obligations of the Borrower
owing to the Replaced Lender (including all other obligations, if any, owing
pursuant to Sections 3.6, 3.8, 3.9 and 3.10) shall be paid in full to such
Replaced Lender concurrently with such replacement.

                                    SECTION 4

                                    GUARANTY

         4.1      THE GUARANTEE.

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

                                       44
<PAGE>

Guaranteed Obligations, the same will be promptly paid in full when due (whether
at extended maturity, as a mandatory prepayment, by acceleration or otherwise)
in accordance with the terms of such extension or renewal.

         Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents or Hedging Agreements, to the extent the
obligations of a Guarantor shall be adjudicated to be invalid or unenforceable
for any reason (including, without limitation, because of any applicable state
or federal law relating to fraudulent conveyances or transfers) then the
obligations of each Guarantor hereunder shall be limited to the maximum amount
that is permissible under applicable law (whether federal or state and
including, without limitation, the Bankruptcy Code).

         4.2      OBLIGATIONS UNCONDITIONAL.

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

                  (i) at any time or from time to time, without notice to any
         Guarantor, the time for any performance of or compliance with any of
         the Guaranteed Obligations shall be extended, or such performance or
         compliance shall be waived;

                  (ii) any of the acts mentioned in any of the provisions of any
         of the Credit Documents, any Hedging Agreement or any other agreement
         or instrument referred to in the Credit Documents or Hedging Agreements
         shall be done or omitted;

                  (iii) the maturity of any of the Guaranteed Obligations shall
         be accelerated, or any of the Guaranteed Obligations shall be modified,
         supplemented or amended in any respect, or any right under any of the
         Credit Documents, any Hedging Agreement or any other agreement or
         instrument referred to in the Credit Documents or Hedging Agreements
         shall be waived or any other guarantee of any of the Guaranteed
         Obligations or any security therefor shall be released or exchanged in
         whole or in part or otherwise dealt with;

                                       45
<PAGE>

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

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

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

         4.3      REINSTATEMENT.

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

         4.4      CERTAIN ADDITIONAL WAIVERS.

         Without limiting the generality of the provisions of this Section 4,
each Guarantor hereby specifically waives the benefits of N.C. Gen. Stat. ss.ss.
26-7 through 26-9, inclusive. Each Guarantor further agrees that such Guarantor
shall have no right of recourse to security for the Guaranteed Obligations,
except through the exercise of the rights of subrogation pursuant to Section
4.2.

         4.5      REMEDIES.

         The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Agent and the Lenders, on the
other hand, the Guaranteed Obligations may be declared to be forthwith due and
payable as provided in Section 9.2 hereof (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section 9.2)
for purposes of Section 4.1 hereof notwithstanding any stay, injunction or other
prohibition preventing such declaration (or preventing the Guaranteed
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such 


                                       46
<PAGE>

declaration (or the Guaranteed Obligations being deemed to have become
automatically due and payable), the Guaranteed Obligations (whether or not due
and payable by any other Person) shall forthwith become due and payable by the
Guarantors for purposes of said Section 4.1.

         4.6      RIGHTS OF CONTRIBUTION.

         The Guarantors hereby agree, as among themselves, that if any Guarantor
shall become an Excess Funding Guarantor (as defined below), each other
Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the
succeeding provisions of this Section 4.6), pay to such Excess Funding Guarantor
an amount equal to such Guarantor's Pro Rata Share (as defined below and
determined, for this purpose, without reference to the properties, assets,
liabilities and debts of such Excess Funding Guarantor) of such Excess Payment
(as defined below). The payment obligation of any Guarantor to any Excess
Funding Guarantor under this Section 4.6 shall be subordinate and subject in
right of payment to the prior payment in full of the obligations of such
Guarantor under the other provisions of this Section 4, and such Excess Funding
Guarantor shall not exercise any right or remedy with respect to such excess
until payment and satisfaction in full of all of such obligations. For purposes
hereof, (i) "Excess Funding Guarantor" shall mean, in respect of any obligations
arising under the other provisions of this Section 4 (hereafter, the "Guarantied
Obligations"), a Guarantor that has paid an amount in excess of its Pro Rata
Share of the Guarantied Obligations; (ii) "Excess Payment" shall mean, in
respect of any Guarantied Obligations, the amount paid by an Excess Funding
Guarantor in excess of its Pro Rata Share of such Guarantied Obligations; and
(iii) "Pro Rata Share", for the purposes of this Section 4.6, shall mean, for
any Guarantor, the ratio (expressed as a percentage) of (a) the amount by which
the aggregate present fair saleable value of all of its assets and properties
exceeds the amount of all debts and liabilities of such Guarantor (including
contingent, subordinated, unmatured, and unliquidated liabilities, but excluding
the obligations of such Guarantor hereunder) to (b) the amount by which the
aggregate present fair saleable value of all assets and other properties of the
Borrower and all of the Guarantors exceeds the amount of all of the debts and
liabilities (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of the Borrower and the Guarantors
hereunder) of the Borrower and all of the Guarantors, all as of the Closing Date
(if any Guarantor becomes a party hereto subsequent to the Closing Date, then
for the purposes of this Section 4.6 such subsequent Guarantor shall be deemed
to have been a Guarantor as of the Closing Date and the information pertaining
to, and only pertaining to, such Guarantor as of the date such Guarantor became
a Guarantor shall be deemed true as of the Closing Date).

         4.7      CONTINUING GUARANTEE.

         The guarantee in this Section 4 is a continuing guarantee, and shall
apply to all Guaranteed Obligations whenever arising.

                                       47
<PAGE>

                                    SECTION 5

                                   CONDITIONS

         5.1      CONDITIONS TO CLOSING.

         This Credit Agreement shall become effective, and the initial
Extensions of Credit may be made, upon the satisfaction of the following
conditions precedent:

                  (a) Execution of Credit Agreement and Credit Documents.
Receipt of (i) multiple counterparts of this Credit Agreement, (ii) a Revolving
Note for each Lender, (iii) a Term Note for each Lender, and (iv) the Collateral
Documents, in each case executed by a duly authorized officer of each party
thereto and in each case conforming to the requirements of this Credit
Agreement.

                  (b) Financial Information. Receipt of financial information
regarding the Borrower and its Subsidiaries, as may be requested by, and in each
case in form and substance satisfactory to the Agent.

                  (c) Repayment of Existing Indebtedness. Simultaneously with
the completion of the Merger, all Tender Offer Debt shall be refinanced with the
proceeds of the Term Loans and all Liens granted in connection

therewith shall have been released and terminated.

                  (d) Absence of Legal Proceedings. The absence of any action ,
suit, investigation or proceeding pending in any court or before any arbitrator
or governmental instrumentality which could reasonably be expected to have a
Material Adverse Effect on the Consolidated Group taken as a whole or on the
transactions contemplated by this Credit Agreement.

                  (e) Host Agreements. Each of the Wal*Mart License Agreement
and the Kmart License Agreement shall be in full force and effect.

                  (f) Legal Opinions. Receipt of multiple counterparts of
opinions of counsel for the Credit Parties relating to the Credit Documents and
the transactions contemplated herein, in form and substance satisfactory to the
Agent.

                  (g) Corporate Documents. Receipt of the following (or their
equivalent) for each of the Credit Parties:

                           (i) Articles of Incorporation. Copies of the articles
         of incorporation or charter documents certified to be true and complete
         as of a recent date by the appropriate governmental authority of the
         state of its incorporation.

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

                           (iii) Bylaws. Copies of the bylaws certified by a
         secretary or assistant 


                                       48
<PAGE>

         secretary as of the Closing Date to be true and correct and in force
         and effect as of such date.

                           (iv) Good Standing. Copies, where applicable, of (A)
         certificates of good standing, existence or its equivalent certified as
         of a recent date by the appropriate governmental authorities of the
         state of incorporation and each other state in which the failure to so
         qualify and be in good standing would have a material adverse effect on
         the business or operations in such state and (B) a certificate
         indicating payment of all corporate franchise taxes certified as of a
         recent date by the appropriate governmental taxing authorities.

                           (v) Officer's Certificate. An officer's certificate
         for each of the Credit Parties dated as of the Closing Date
         substantially in the form of Schedule 5.1(g)(v) with appropriate
         insertions and attachments.

                  (h) Merger. The Merger Agreement and the other documentation
related to the Merger shall be in full force and effect and the Merger shall
have been consummated in accordance with the terms and subject to each of the
conditions contained in such agreements. Without limiting the generality of the
foregoing, no more than $57.5 million shall have been paid for 100% of the ASI
Shares (on a fully diluted basis), the Tender Offer and the Merger shall have
been commenced, conducted and concluded in compliance with applicable law, all
material agreements produced in connection therewith shall be satisfactory to
the Agent, all SEC filings produced in connection therewith shall be
satisfactory to the Agent, and immediately prior to the Merger, the debt
(including capital leases) outstanding at ASI shall not exceed $15,000,000 and
simultaneously with the completion of the Merger, all such debt of ASI shall be
refinanced with the proceeds of the Term Loans and all Liens (other than
Permitted Liens) granted in connection therewith shall have been released and
terminated.

                  (i) KeyMan Life Insurance. Evidence of key man life insurance
for John Grosso in the amount of at least $3,000,000 naming the Borrower as
beneficiary.

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

                                (i) searches of Uniform Commercial Code ("UCC")
                  filings in the jurisdiction of the chief executive office of 
                  each Credit Party and each jurisdiction where any Collateral 
                  is located or where a filing would need to be made in order 
                  to perfect the Lenders' security interest in the Collateral 
                  (other than locations where the Agent determines that the 
                  value of Collateral located thereon is not material), copies 
                  of the financing statements on file in such jurisdictions and
                  evidence that no Liens exist other than Permitted Liens;

                                               49
 <PAGE>
                                (ii) duly executed UCC financing statements for
                  each appropriate jurisdiction as is necessary, in the Agent's
                  sole discretion, to perfect the Lenders' security interest in
                  the Collateral (other than locations where the Agent
                  determines that the value of Collateral located thereon is not
                  material);

                               (iii) searches of ownership of intellectual
                  property in the appropriate governmental offices and such
                  patent/trademark/copyright filings as requested by the Agent
                  in order to perfect the Agent's security interest in the
                  Collateral; and

                                (iv) all stock certificates evidencing the stock
                  pledged to the Agent pursuant to the Pledge Agreements,
                  together with duly executed in blank undated stock powers
                  attached thereto.

                  (k)  Real Property Collateral.  The Agent shall have received:

                                 (i) fully executed and notarized mortgages,
                  deeds of trust or deeds to secure debt (each a "Mortgage" and
                  collectively the "Mortgages") encumbering the fee interest of
                  the Credit Parties in each real property asset owned by a
                  Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged
                  Property" and collectively the "Mortgaged Properties"),
                  together with such UCC-1 financing statements as the Agent
                  shall deem appropriate with respect to each such Mortgaged
                  Property;

                                (ii) ALTA or other appropriate form mortgagee
                  title insurance policies (the "Mortgage Policies") issued by
                  title insurers satisfactory to the Agent (the "Title Insurance
                  Company"), in an amount satisfactory to the Agent with respect
                  to each parcel of real property encumbered by a Mortgage and
                  otherwise in form and substance satisfactory to the Agent;

                               (iii) maps or plats of an as-built survey of the
                  sites of the Mortgaged Properties certified to the Agent and
                  the Title Insurance Company in a manner satisfactory to them,
                  dated a date satisfactory to the Agent and the Title Insurance
                  Company by an independent professional licensed land surveyor
                  satisfactory to the Agent and the Title Insurance Company,
                  which maps or plats and the surveys on which they are based
                  shall be sufficient to delete any standard printed survey
                  exception contained in the applicable title policy and be made
                  in accordance with the Minimum Standard Detail Requirements
                  for Land Title Surveys jointly established and adopted by the
                  American Land Title Association and the American Congress on
                  Surveying and Mapping in 1992; and

                                (iv) certification from a registered engineer or
                  land surveyor in a form satisfactory to the Agent or other
                  evidence acceptable to the Agent that none of the improvements
                  on the real property encumbered by the Mortgages 

                                       50
<PAGE>

                                     
                   are located within any area designated by the Director of the
                   Federal Emergency Management Agency as a "special flood
                   hazard" area or if any improvements on such properties are
                   located within a "special flood hazard" area, evidence of a
                   flood insurance policy from a company and in an amount
                   satisfactory to the Agent for the applicable portion of the
                   premises, naming the Agent, for the benefit of the Lenders,
                   as mortgagee;

                  (l) Evidence of Insurance. Receipt by the Agent of copies of
insurance policies or certificates of insurance of the Credit Parties evidencing
liability and casualty insurance meeting the requirements set forth in the
Credit Documents, including, but not limited to, naming the Agent as sole loss
payee on behalf of the Lenders.

                   (m) Corporate Structure. The corporate capital and ownership
structure of the Borrower and the Guarantors (after giving effect to the
purchase of the ASI Shares and the Merger) shall be as described

in Schedule 5.1(m).

                  (n) Government Consent. Receipt by the Agent of evidence that
all governmental, shareholder and material third party consents (including
Hart-Scott-Rodino clearance) and approvals necessary or desirable in connection
with the acquisition of the ASI Shares and the Merger and the related financings
and other transactions contemplated hereby and expiration of all applicable
waiting periods without any action being taken by any authority that could
reasonably be likely to restrain, prevent or impose any material adverse
conditions on the acquisition of the ASI Shares or the Merger or such other
transactions or that could reasonably be likely to seek or threaten any of the
foregoing, and no law or regulation shall be applicable which in the judgment of
the Agent could reasonably be likely to have such effect.

                  (o) Severance Payments. Evidence satisfactory to the Agent
that the aggregate amounts to be paid by ASI (or the Borrower on behalf of ASI)
in connection with required termination and/or severance payments to key
employees of ASI upon a change of control of ASI shall not exceed $2.8 million.

                  (p) Material Contracts. No material agreements or any
organizational documents of the Borrower or any of its Subsidiaries (including,
without limitation, any agreements executed in connection with the Tender Offer
or the Merger) shall have been amended, modified, or supplemented, repealed or
revoked, or terminated, nor shall any waivers or consents in connection
therewith have been given without the prior written consent of the Agent
(including, without limitation, actions requiring the consent or waiver of the
Borrower pursuant to Article V of the Merger Agreement, but excluding actions
expressly permitted to be taken or omitted by ASI or its subsidiaries in
accordance with said Article V) if any such amendment, modification, supplement,
repeal, revocation, termination, waiver, or consent would have an adverse effect
on the interests of the Lenders under this Credit Agreement.

                   (q) Fees. Receipt of all fees, if any, owing pursuant to the
Agent's Fee Letter and  Section 3.5 or otherwise.
                                       51
<PAGE>


                  (r) Availability. After giving effect to the borrowing of
Revolving Loans and the outstanding LOC Obligations as of the Closing Date,
there shall be no less than $15 million of availability under the Revolving
Commitments.

                   (s) Interest Rate Protection. The Borrower shall have in
place one or more Hedging Agreements satisfactory in form and substance to the
Agent.

                   (t) Subsection 5.2 Conditions. The conditions specified in
Section 5.2 shall be satisfied. 

                   (u) Additional Matters. All other documents and legal matters
in connection with the transactions contemplated by this Credit Agreement shall
be reasonably satisfactory in form and substance to the

Agent.

         5.2      CONDITIONS TO ALL EXTENSIONS OF CREDIT.

         The obligation of each Lender to make any Extension of Credit hereunder
(including the initial Extension of Credit to be made hereunder) is subject to
the satisfaction of the following conditions precedent on the date of making
such Extension of Credit:

                  (a) Representations and Warranties. The representations and
warranties made by the Credit Parties herein or in any other Credit Documents or
which are contained in any certificate furnished at any time under or in
connection herewith shall be true and correct in all material respects on and as
of the date of such Extension of Credit as if made on and as of such date
(except for those which expressly relate to an earlier date).

                  (b) No Default or Event of Default. No Default or Event of
Default shall have occurred and be continuing on such date or after giving
effect to the Extension of Credit to be made on such date unless such Default or
Event of Default shall have been waived in accordance with this Credit
Agreement.

                   (c) Additional Conditions to Revolving Loans. If a Revolving
Loan is made pursuant to Section 2.1, all conditions set forth therein shall
have been satisfied.

                   (d) Additional Conditions to Letters of Credit. If such
Extension of Credit is made pursuant to Section 2.2, all conditions set forth
therein shall have been satisfied.

         Each request for Extension of Credit (including extensions and
conversions) and each acceptance by the Borrower of an Extension of Credit
(including extensions and conversions) shall be deemed to constitute a
representation and warranty by the Borrower as of the date of such Extension of
Credit that the applicable conditions in paragraphs (a), (b), (c) and (d) of
this subsection have been satisfied.
                                       52
<PAGE>


                                    SECTION 6

                         REPRESENTATIONS AND WARRANTIES

         To induce the Lenders to enter into this Credit Agreement and to make
Extensions of Credit herein provided for, each of the members of the
Consolidated Group parties hereto hereby represents and warrants to the Agent
and to each Lender that:

         6.1      FINANCIAL CONDITION.

         Each of the financial statements described below (copies of which have
heretofore been provided to the Agent for distribution to the Lenders), have
been prepared in accordance with GAAP consistently applied throughout the
periods covered thereby, are complete and correct in all material respects and
present fairly the financial condition and results from operations of the
entities and for the periods specified, subject in the case of interim
company-prepared statements to normal year-end adjustments and the absence of
notes required by GAAP:

                  (i) an audited consolidated balance sheet of the Borrower and
         its consolidated subsidiaries dated as of January 31, 1996, together
         with related statements income and cash flows certified by KPMG Peat
         Marwick certified public accountants;

                  (ii) a company-prepared consolidated balance sheet of the
         Borrower and its consolidated subsidiaries dated as of October 31,
         1996, together with related consolidated statements of income and cash
         flows; and

                  (iii) a company-prepared consolidated balance sheet of ASI and
         its consolidated subsidiaries dated as of September 30, 1996, together
         with related consolidated statements of income and cash flows.

         6.2      NO CHANGES OR RESTRICTED PAYMENTS.

         Since the date of the audited financial statements referenced in
Section 6.1(i), (a) there has been no circumstance, development or event
relating to or affecting the members of the Consolidated Group which has had or
would be reasonably expected to have a Material Adverse Effect, and (b) except
as set forth on Schedule 6.2 or as permitted herein, no Restricted Payments have
been made or declared or are contemplated by any members of the Consolidated
Group.

         6.3      ORGANIZATION; EXISTENCE; COMPLIANCE WITH LAW.

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

                                       53
<PAGE>

in  the aggregate, have a Material Adverse Effect, and (d) is in compliance
with all  Requirements of Law, except  to the extent  that  the
failure to comply therewith would not, in the aggregate, be reasonably expected
to have a Material Adverse Effect.

         6.4      POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

         Each of the Credit Parties has the corporate or other necessary power
and authority, and the legal right, to make, deliver and perform the Credit
Documents to which it is a party and has taken all necessary corporate action to
authorize the execution, delivery and performance by it of the Credit Documents
to which it is a party. No consent or authorization of, filing with, notice to
or other act by or in respect of, any Governmental Authority or any other Person
is required in connection with the borrowings hereunder or with the execution,
delivery or performance of any Credit Documents by the Credit Parties (other
than those which have been obtained, such filings as are required by the
Securities and Exchange Commission and to fulfill other reporting requirements
with Governmental Authorities) or with the validity or enforceability of any
Credit Document against the Credit Parties (except such filings as are necessary
in connection with the perfection of the Liens created by such Credit
Documents). Each Credit Document to which the Credit Parties are a party
constitutes a legal, valid and binding obligation of such Credit Parties
enforceable against such Credit Parties in accordance with their respective
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law.

         6.5      NO LEGAL BAR.

         The execution, delivery and performance of the Credit Documents, the
borrowings hereunder and the use of the Extensions of Credit will not violate
any Requirement of Law, which violation has or would reasonably be expected to
have a Material Adverse Effect, or any Contractual Obligation of any member of
the Consolidated Group (except those as to which waivers or consents have been
obtained ), and will not result in, or require, the creation or imposition of
any Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or Contractual Obligation other than the Liens arising under
or contemplated in connection with the Credit Documents. No member of the
Consolidated Group is in default under or with respect to any of its Contractual
Obligations in any respect which has or would reasonably be expected to have a
Material Adverse Effect.

         6.6      NO MATERIAL LITIGATION.

         No claim, litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the best knowledge of the
Credit Parties, threatened by or against, any members of the Consolidated Group
or against any of their respective properties or revenues which (a) relate to
the Credit Documents or any of the transactions contemplated hereby or thereby
(including specifically without limitation the Tender Offer and the Merger) or
(b) if adversely determined, would reasonably be expected to have a Material
Adverse Effect. Set forth on Schedule 6.6 is a summary of all claims,
litigation, investigations and proceedings


                                       54
<PAGE>

pending or, to the best knowledge of the Credit Parties, threatened by or
against the members of the Consolidated Group or against any of their respective
properties or revenues, and none of such actions, individually or in the
aggregate, is reasonably expected to have a Material Adverse Effect.

         6.7      NO DEFAULT.

         No Default or Event of Default has occurred and is continuing.

         6.8      OWNERSHIP OF PROPERTY; LIENS.

         Each of members of the Consolidated Group has good record and
marketable title in fee simple to, or a valid leasehold interest in, all its
material real property, and good title to, or a valid leasehold interest in, all
its other material property, and none of such property is subject to any Lien,
except for Permitted Liens.

         6.9      INTELLECTUAL PROPERTY.

         Each of the members of the Consolidated Group owns, or has the legal
right to use, all United States trademarks, tradenames, copyrights, technology,
know-how and processes, if any, necessary for each of them to conduct its
business as currently conducted (the "Intellectual Property") except for those
the failure to own or have such legal right to use would not be reasonably
expected to have a Material Adverse Effect. No claim has been asserted and is
pending by any Person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such Intellectual
Property, nor does any Credit Party know of any such claim, and the use of such
Intellectual Property by the members of the Consolidated Group does not infringe
on the rights of any Person, except for such claims and infringements that in
the aggregate, would not be reasonably expected to have a Material Adverse
Effect.

         6.10     NO BURDENSOME RESTRICTIONS.

         No Requirement of Law applicable to, or Contractual Obligation of, the
members of the Consolidated Group has or would be reasonably expected to have a
Material Adverse Effect.

         6.11     TAXES.

         Each of the members of the Consolidated Group has filed or caused to be
filed all United States federal income tax returns and all other material tax
returns which, to the best knowledge of the Credit Parties, are required to be
filed and has paid (a) all taxes shown to be due and payable on said returns or
(b) all taxes shown to be due and payable on any assessments of which it has
received notice made against it or any of its property and all other taxes, fees
or other charges imposed on it or any of its property by any Governmental
Authority (other than any (i) taxes, fees or other charges with respect to which
the failure to pay, in the aggregate, would not have a Material Adverse Effect
or (ii) taxes, fees or other charges the amount or validity of which are
currently being contested and with respect to which reserves in conformity with
GAAP have been

                                       55
<PAGE>

provided on the books of such Person), and no tax Lien has been
filed, and, to the best knowledge of the Credit Parties, no claim is being
asserted, with respect to any such tax, fee or other charge.

         6.12     ERISA

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

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

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

         (c) No member of the Consolidated Group nor any ERISA Affiliate has
incurred, or, to the best knowledge of the Credit Parties, could be reasonably
expected to incur, any withdrawal liability under ERISA to any Multiemployer
Plan or Multiple Employer Plan. No member of the Consolidated Group nor any
ERISA Affiliate would become subject to any withdrawal liability under ERISA if
any member of the Consolidated Group or any ERISA Affiliate were to withdraw
completely from all Multiemployer Plans and Multiple Employer Plans as of the
valuation date most closely preceding the date on which this representation is
made or deemed made. No member of the Consolidated Group nor any ERISA Affiliate
has received any notification that any Multiemployer Plan is in reorganization
(within the meaning of Section 4241 of ERISA), is insolvent (within the meaning
of Section 4245 of ERISA), or has been terminated (within the meaning of Title
IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit
Parties, reasonably expected to be in reorganization, insolvent, or terminated.

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

                                       56
<PAGE>


         (e) No member of the Consolidated Group nor any ERISA Affiliates has
any material liability with respect to "expected post-retirement benefit
obligations" within the meaning of the Financial Accounting Standards Board
Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of
ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply
has been administered in compliance in all material respects of such sections.

         6.13     GOVERNMENTAL REGULATIONS, ETC.

                  (a) No part of the proceeds of the Loans will be used,
         directly or indirectly, for the purpose of purchasing or carrying any
         "margin stock" within the meaning of Regulation G or Regulation U, or
         for the purpose of purchasing or carrying or trading in any securities.
         If requested by any Lender or the Agent, the Borrower will furnish to
         the Agent and each Lender additional statements to the foregoing effect
         in conformity with the requirements of FR Form U-1 referred to in said
         Regulation U. No indebtedness being reduced or retired out of the
         proceeds of the Loans was or will be incurred for the purpose of
         purchasing or carrying any margin stock within the meaning of
         Regulation U or any "margin security" within the meaning of Regulation
         T. Margin Stock does not constitute more than 25% of the value of the
         consolidated assets of the Borrower and its Subsidiaries. None of the
         transactions contemplated by this Credit Agreement (including, without
         limitation, the direct or indirect use of the proceeds of the Loans)
         will violate or result in a violation of the Securities Act of 1933, as
         amended, or the Securities Exchange Act of 1934, as amended, or
         regulations issued pursuant thereto, or Regulation G, T, U or X.

                  (b) None of the members of the Consolidated Group is subject
         to regulation under the Public Utility Holding Company Act of 1935, the
         Federal Power Act or the Investment Company Act of 1940, each as
         amended. In addition, none of the members of the Consolidated Group is
         (i) an "investment company" registered or required to be registered
         under the Investment Company Act of 1940, as amended, and is not
         controlled by such a company, or (ii) a "holding company", or a
         "subsidiary company" of a "holding company", or an "affiliate" of a
         "holding company" or of a "subsidiary" of a "holding company", within
         the meaning of the Public Utility Holding Company Act of 1935, as
         amended.

                  (c) Each of the members of the Consolidated Group has obtained
         all material licenses, permits, franchises, other governmental
         authorizations and third party approvals necessary to the ownership of
         its respective Property and to the conduct of its business.

                  (d) None of the members of the Consolidated Group is in
         violation of any applicable statute, regulation or ordinance of the
         United States of America, or of any state, city, town, municipality,
         county or any other jurisdiction, or of any agency thereof (including
         without limitation, environmental laws and regulations), which
         violation could reasonably be expected to have a Material Adverse
         Effect.

                  (e) Each of the members of the Consolidated Group is current
         with all material reports and documents, if any, required to be filed
         with any state or federal securities

                                       57


<PAGE>

         commission or similar agency and is in full compliance in all
         material respects with all applicable rules and regulations of such
         commissions.

         6.14     SUBSIDIARIES.

         Set forth on Schedule 6.14 are all the Subsidiaries of the Borrower at
the Closing Date, the jurisdiction of their incorporation and the direct or
indirect ownership interest of the Borrower therein.

         6.15     PURPOSE OF EXTENSIONS OF CREDIT.

         The Extensions of Credit will be used to refinance the Tender Offer
Debt, refinance other existing Funded Debt, and to finance working capital and
other corporate purposes (including without limitation the payment of fees and
expenses related to the purchase of the ASI Shares and the Merger). The Letters
of Credit shall be used only for or in connection with appeal bonds,
reimbursement obligations arising in connection with surety and reclamation
bonds, reinsurance, domestic or international trade transactions and obligations
not otherwise aforementioned relating to transactions entered into by the
applicable account party in the ordinary course of business.

         6.16     ENVIRONMENTAL MATTERS.

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

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

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

         (c) None of the members of the Consolidated Group has received any
written or verbal notice of, or inquiry from any Governmental Authority
regarding, any violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Businesses, nor
does any member of the Consolidated Group have knowledge or reason to believe
that any such notice will be received or is being threatened.

         (d) Materials of Environmental Concern have not been transported or
disposed of from the Properties, or generated, treated, stored or disposed of
at, on or under any of the Properties or any other location, in each case by or
on behalf of any members of the Consolidated Group in

                                       58
<PAGE>


violation of, or in a manner that would be reasonably likely to give rise to
liability under, any applicable Environmental Law.

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

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

                                    SECTION 7

                              AFFIRMATIVE COVENANTS

         Each of the Credit Parties covenants and agrees that on the Closing
Date, and so long as this Credit Agreement is in effect and until the
Commitments have been terminated, no Obligations remain outstanding and all
amounts owing hereunder or in connection herewith have been paid in full, each
of the members of the Consolidated Group party hereto shall:

         7.1      FINANCIAL STATEMENTS.

         Furnish, or cause to be furnished, to the Agent and to each of the
Lenders:

                  (a) Audited Financial Statements. As soon as available, but in
         any event within 90 days after the end of each fiscal year, an audited
         consolidated balance sheet of the Borrower and its subsidiaries as of
         the end of the fiscal year and the related consolidated statements of
         income, retained earnings, shareholders' equity and cash flows for the
         year, audited by KPMG Peat Marwick, or other firm of independent
         certified public accountants of nationally recognized standing
         reasonably acceptable to the Required Lenders, setting forth in each
         case in comparative form the figures for the previous year, reported
         without a "going concern" or like qualification or exception, or
         qualification indicating that the scope of the audit was inadequate to
         permit such independent certified public accountants to certify such
         financial statements without such qualification.

                  (b)  Company-Prepared Financial Statements.  As soon as
         available, but in any event

                           (i) within 30 days after the end of each month, a
                  company-prepared unaudited consolidated and consolidating
                  balance sheet of the Borrower and its

                                       59
<PAGE>


                  subsidiaries as of the end of such month and related 
                  company-prepared consolidated  and consolidating statements
                  of income for such monthly period and for the fiscal year
                  to date;

                           (ii) within 45 days after the end of each of the
                  first three fiscal quarters, the company-prepared unaudited
                  consolidated and consolidating balance sheet of the Borrower
                  and its subsidiaries as of the end of such quarter and related
                  company-prepared consolidated and consolidating statements of
                  income, retained earnings, shareholders' equity and cash flows
                  for such quarterly period and for the fiscal year to date or,
                  in lieu thereof, the Borrower's report on Form 10Q filed with
                  the Securities and Exchange Commission for such period;

                           (iii) within 45 days following the end of each fiscal
                  year, an annual business plan and budget for the members of
                  the Consolidated Group, containing, among other things, pro
                  forma financial statements for the then current fiscal year,

         in each case setting forth in comparative form the consolidated and
         consolidating figures for the corresponding period or periods of the
         preceding fiscal year or the portion of the fiscal year ending with
         such period, as applicable, in each case subject to normal recurring
         year-end audit adjustments and the absence of notes required by GAAP.

All such financial statements shall be complete and correct in all material
respects (subject, in the case of interim statements, to normal recurring
year-end audit adjustments) and shall be prepared in reasonable detail and, in
the case of the annual and quarterly financial statements provided in accordance
with subsections (a) and (b) above, in accordance with GAAP applied consistently
throughout the periods reflected therein) and further accompanied by a
description of, and an estimation of the effect on the financial statements on
account of, any change in the application of accounting principles as provided
in Section 1.3.

         7.2      CERTIFICATES; OTHER INFORMATION.

         Furnish, or cause to be furnished, to the Agent and to each of the
Lenders:

                  (a) Accountant's Certificate and Reports. Concurrently with
         the delivery of the financial statements referred to in subsection
         7.1(a) above, a certificate of the independent certified public
         accountants reporting on such financial statements stating that in
         making the examination necessary therefor no knowledge was obtained of
         any Default or Event of Default, except as specified in such
         certificate.

                  (b) Officer's Certificate. Concurrently with the delivery of
         the financial statements referred to in Sections 7.1(a) and 7.1(b)(ii)
         above, a certificate of a Responsible Officer stating that, to the best
         of such Responsible Officer's knowledge and belief, (i) the financial
         statements fairly present in all material respects the financial
         condition of the parties covered by such financial statements, (ii)
         during such period the members of the Consolidated Group have observed
         or performed in all material respects

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         the covenants and other agreements hereunder and under the other Credit
         Documents relating to them, and satisfied in all material respects the
         conditions, contained in this Credit Agreement to be observed,
         performed or satisfied by them, (iii) such Responsible Officer has
         obtained no knowledge of any Default or Event of Default except as
         specified in such certificate and (iv) such certificate shall include
         the calculations required to indicate compliance with Section 7.9. A
         form of Officer's Certificate is attached as Schedule 7.2(b).

                  (c) Accountants' Reports. Promptly upon receipt, a copy of any
         final (as distinguished from a preliminary or discussion draft)
         "management letter" or other similar report submitted by independent
         accountants or financial consultants to the members of the Consolidated
         Group in connection with any annual, interim or special audit.

                  (d) Public Information. Within ten days after the same are
         sent, copies of all reports (other than those otherwise provided
         pursuant to subsection 7.1) and other financial information which any
         member of the Consolidated Group sends to its public stockholders, and
         within ten days after the same are filed, copies of all financial
         statements and non-confidential reports which any member of the
         Consolidated Group may make to, or file with, the Securities and
         Exchange Commission or any successor or analogous Governmental
         Authority.

                (e) Other Information. Promptly, such additional financial and
         other information as the Agent, at the request of any Lender, may from
         time to time reasonably request.

         7.3      NOTICES.

         Give notice to the Agent (which shall promptly transmit such notice to
each Lender) of:

               (a) Defaults. Immediately (and in any event within five (5)
         Business Days) after a Responsible Officer of any Credit Party knows or
         has reason to know thereof, the occurrence of any Default or Event of
         Default.

               (b) Contractual Obligations. Promptly, the occurrence of any
         default or event of default under any Contractual Obligation of any
         member of the Consolidated Group which would reasonably be

         expected to have a Material Adverse Effect.

               (c) Legal Proceedings. Promptly, the initiation of any
         litigation, or any investigation or proceeding (including without
         limitation, any environmental proceeding) known to any Responsible
         Officer of a member of the Consolidated Group, or any material
         development in respect thereof, against any member of the Consolidated
         Group which, if adversely determined, would reasonably be expected to
         have a Material Adverse Effect (and in any event, where compensation,
         reimbursement, damages or relief is sought in excess of $500,000 in any
         instance).
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                  (d) ERISA. Promptly, after any Responsible Officer of the
         Borrower knows or has reason to know of (i) any event or condition,
         including, but not limited to, any Reportable Event, that constitutes,
         or might reasonably lead to, an ERISA Event; (ii) with respect to any
         Multiemployer Plan, the receipt of notice as prescribed in ERISA or
         otherwise of any withdrawal liability assessed against any of their
         ERISA Affiliates, or of a determination that any Multiemployer Plan is
         in reorganization or insolvent (both within the meaning of Title IV of
         ERISA); (iii) the failure to make full payment on or before the due
         date (including extensions) thereof of all amounts which the members of
         the Consolidated Group or any ERISA Affiliate are required to
         contribute to each Plan pursuant to its terms and as required to meet
         the minimum funding standard set forth in ERISA and the Code with
         respect; or (iv) any change in the funding status of any Plan that
         reasonably could be expected to have a Material Adverse Effect;
         together with a description of any such event or condition or a copy of
         any such notice and a statement by the chief financial officer of the
         Borrower briefly setting forth the details regarding such event,
         condition, or notice, and the action, if any, which has been or is
         being taken or is proposed to be taken by the Credit Parties with
         respect thereto. Promptly upon request, the members of the Consolidated
         Group shall furnish the Agent and the Lenders with such additional
         information concerning any Plan as may be reasonably requested,
         including, but not limited to, copies of each annual report/return
         (Form 5500 series), as well as all schedules and attachments thereto
         required to be filed with the Department of Labor and/or the Internal
         Revenue Service pursuant to ERISA and the Code, respectively, for each
         "plan year" (within the meaning of Section 3(39) of ERISA).

               (e) Other. Promptly, any other development or event which a
         Responsible Officer determines could reasonably be expected to have a
         Material Adverse Effect.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the relevant Credit Parties propose to take with respect
thereto.

         7.4      PAYMENT OF OBLIGATIONS.

         Pay, discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, in accordance with prudent business
practice (subject, where applicable, to specified grace periods) all material
obligations of each member of the Consolidated Group of whatever nature and any
additional costs that are imposed as a result of any failure to so pay,
discharge or otherwise satisfy such obligations, except when the amount or
validity of such obligations and costs is currently being contested in good
faith by appropriate proceedings and reserves, if applicable, in conformity with
GAAP with respect thereto have been provided on the books of the Consolidated
Group, as the case may be.
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         7.5      CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.

         Continue to engage in business of the same general type as now
conducted by it on the date hereof, and preserve, renew and keep in full force
and effect its corporate existence and take all reasonable action to maintain
all rights, privileges, licenses and franchises necessary or desirable in the
normal conduct of its business; and comply with all Contractual Obligations and
Requirements of Law applicable to it except to the extent that failure to comply
therewith would not, in the aggregate, have a Material Adverse Effect.

         7.6      MAINTENANCE OF PROPERTY; INSURANCE.

         Keep all material property useful and necessary in its business in
reasonably good working order and condition (ordinary wear and tear excepted);
maintain with financially sound and reputable insurance companies casualty,
liability and such other insurance (which may include plans of self-insurance)
with such coverage and deductibles, and in such amounts as may be consistent
with prudent business practice and in any event consistent with normal industry
practice (except to any greater extent as may be required by the terms of any of
the other Credit Documents); and furnish to the Agent, upon written request,
full information as to the insurance carried. The Agent shall be named as loss
payee or mortgagee, as its interest may appear, and/or as additional insured
with respect to any such insurance providing coverage in respect of any
Collateral, and each provider of any such insurance shall agree, by endorsement
upon the policy or policies issued by it or by independent instruments furnished
to the Agent, that it will give the Agent thirty (30) days prior written notice
before any such policy or policies shall be altered or canceled, and that no act
or default of the Borrower or any of its Subsidiaries or any other Person shall
affect the rights of the Agent or the Lenders under such policy or policies. The
present insurance coverage of the Borrower and its Subsidiaries is outlined as
to carrier, policy number, expiration date, type and amount on Schedule 7.6, as
Schedule 7.6 may be amended from time to time by written notice to the Agent.

         7.7      INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.

         (a) Keep proper books of records and account in which full, true and
correct entries in conformity with GAAP and all Requirements of Law shall be
made of all dealings and transactions in relation to its businesses and
activities; and permit, during regular business hours and upon reasonable notice
by the Agent, the Agent to visit and inspect any of its properties and examine
and make abstracts (including photocopies) from any of its books and records
(other than materials protected by the attorney-client privilege and materials
which the Credit Parties may not disclose without violation of a confidentiality
obligation binding upon them) at any reasonable time, and to discuss the
business, operations, properties and financial and other condition of the
members of the Consolidated Group with officers and employees of the members of
the Consolidated Group and with their independent certified public accountants.
The cost of the inspection referred to in the preceding sentence shall be for
the account of the Lenders unless an Event of Default has occurred and is
continuing, in which case the cost of such inspection shall be for the account
of the Credit Parties.

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<PAGE>


         (b) In addition to the foregoing subsection (a), permit the Agent to
have agents or representatives to conduct a "field audit" of its inventory and
accounts, including inspection of the inventory and account records and a right
to examine and make abstracts (including photocopies) from its books and records
relating to its inventory and accounts once in each fiscal year, and more
frequently after the occurrence of an Event of Default.

         7.8      ENVIRONMENTAL LAWS.

         (a) Comply in all material respects with, and take reasonable actions
         to ensure compliance in all material respects by all tenants and
         subtenants, if any, with, all applicable Environmental Laws and obtain
         and comply in all material respects with and maintain, and take
         reasonable actions to ensure that all tenants and subtenants obtain and
         comply in all material respects with and maintain, any and all
         licenses, approvals, notifications, registrations or permits required
         by applicable Environmental Laws except to the extent that failure to
         do so would not reasonably be expected to have a Material Adverse
         Effect;

         (b) Conduct and complete all investigations, studies, sampling and
         testing, and all remedial, removal and other actions required under
         Environmental Laws and promptly comply in all material respects with
         all lawful orders and directives of all Governmental Authorities
         regarding Environmental Laws except to the extent that the same are
         being contested in good faith by appropriate proceedings and the
         failure to do so or the pendency of such proceedings would not
         reasonably be expected to have a Material Adverse Effect; and

         (c) Defend, indemnify and hold harmless the Agent and the Lenders, and
         their respective employees, agents, officers and directors, from and
         against any and all claims, demands, penalties, fines, liabilities,
         settlements, damages, costs and expenses of whatever kind or nature
         known or unknown, contingent or otherwise, arising out of, or in any
         way relating to the violation of, noncompliance with or liability
         under, any Environmental Law applicable to the operations of the
         members of the Consolidated Group or the Properties, or any orders,
         requirements or demands of Governmental Authorities related thereto,
         including, without limitation, reasonable attorney's and consultant's
         fees, investigation and laboratory fees, response costs, court costs
         and litigation expenses, except to the extent that any of the foregoing
         arise out of the gross negligence or willful misconduct of the party
         seeking indemnification therefor. The agreements in this paragraph
         shall survive repayment of the Loans and all other amounts payable
         hereunder, and termination of the Commitments.

         7.9      FINANCIAL COVENANTS.

         (a) Consolidated Net Worth. There shall be maintained, as of the end of
each fiscal quarter commencing with the fiscal quarter ending February 2, 1997,
Consolidated Net Worth equal to not less than the sum of (i) $27,500,000 plus
(ii) one hundred percent (100%) of the Net Proceeds of any Equity Transaction
occurring after the Closing Date plus (iii) on the last day of
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<PAGE>


each fiscal quarter, beginning with the fiscal quarter ending May 4, 1997, an
amount equal to fifty percent (50%) of Consolidated Net Income for the quarter
then ended (but not less than zero).

         (b) Consolidated Leverage Ratio. There shall be maintained, as of the
end of each fiscal quarter to occur during the periods shown, a Consolidated
Leverage Ratio of not greater than:

Closing Date to February 1, 1998                     3.75 to 1.0
February 2, 1998 to August 2, 1998                   3.00 to 1.0
August 3, 1998 to January 31, 1999                   2.50 to 1.0
February 1, 1999 and thereafter                      2.00 to 1.0

         (c) Consolidated Fixed Charge Coverage Ratio. There shall be
maintained, as of the end of each fiscal quarter to occur during the periods
shown, a Consolidated Fixed Charge Coverage Ratio of at least:

Closing Date to November 2, 1997                      1.00 to 1.0
November 3, 1997 and thereafter                       1.50 to 1.0

         (d) Consolidated Interest Coverage Ratio. There shall be maintained, as
of the end of each fiscal quarter to occur during the periods shown, a
Consolidated Interest Coverage Ratio of at least:

Closing Date to November 1, 1998                       3.0 to 1.0
November 2, 1998 and thereafter                        3.5 to 1.0

         (e) Capital Expenditures. The aggregate amount of Capital Expenditures
for the Borrower and its consolidated subsidiaries will not exceed the amounts
shown in the fiscal years set forth below:

1998                                                  $18,000,000
1999                                                  $18,000,000
2000 and thereafter                                   $16,000,000

provided, however, if the Consolidated Leverage Ratio shall fall below 2.0 to
1.0 for the calculation occurring on two consecutive fiscal quarters, then this
Section 7.9(e) shall have no further force and effect.

         7.10     AGENCY FEES.

         Pay to the Agent the annual agency fee and comply with the other
agreements provided for in the Agent's Fee Letter.

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<PAGE>

         7.11     ADDITIONAL GUARANTIES AND STOCK PLEDGES.

                  (a) Domestic Subsidiaries. At any time any Person becomes a
         Domestic Subsidiary, the Borrower will promptly notify the Agent
         thereof and within 15 days of such event, cause such Domestic
         Subsidiary to become a Guarantor hereunder by (i) execution of a
         Joinder Agreement, (ii) delivery of supporting resolutions, incumbency
         certificates, corporation formation and organizational documentation
         and opinions of counsel as the Agent may reasonably request, (iii)
         delivery of security agreements, mortgages and other related documents
         (in a form acceptable to the Agent) necessary to perfect a lien on or
         security interest in all material assets of such Domestic Subsidiary
         and (iv) delivery of stock certificates and a related pledge agreement
         or pledge joinder agreement evidencing the pledge of 100% of the Voting
         Stock of such Domestic Subsidiary and of 100% of the Voting Stock of
         each of its Domestic Subsidiaries and 65% of the Voting Stock of each
         of its Foreign Subsidiaries, together in each case with undated stock
         transfer powers executed in blank.

                  (b) Foreign Subsidiaries. At any time that (i) either of the
         Foreign Subsidiaries named on Schedule 7.11-3 has assets with a book
         value of $100,000 or more, or (ii) any other Person becomes a Foreign
         Subsidiary, then in each such case the Borrower will promptly notify
         the Agent thereof and cause (A) delivery of supporting resolutions,
         incumbency certificates, corporation formation and organizational
         documentation and opinions of counsel as the Agent may reasonably
         request, and (B) delivery of stock certificates (where required for
         perfection under local law) and a related pledge agreement or pledge
         joinder agreement evidencing the pledge of 65% of the Voting Stock of
         such Foreign Subsidiary and of 65% of the Voting Stock of each of its
         Domestic Subsidiaries and 65% of the Voting Stock of each of its
         Foreign Subsidiaries, together in each case with undated stock transfer
         powers executed in blank.

         7.12     OWNERSHIP OF SUBSIDIARIES.

         Except to the extent otherwise permitted in Section 8.7 and except as
set forth on Schedule 6.14, the Borrower shall, directly or indirectly, own at
all times 100% of the Voting Stock of each of its Subsidiaries.

         7.13     USE OF PROCEEDS.

         Extensions of Credit will be used solely for the purposes provided in
Section 6.15.

         7.14     EMPLOYMENT CONTRACTS, ETC.

         The Borrower shall deliver or cause to be delivered to the Agent on or
prior to June 30, 1997 copies of executed employment contracts (with non-compete
provisions) with each of John Grosso, Jan Reivenbark and Eric Jeltrup. Such
contracts shall have an employment term of at least two years from the
                                       66
<PAGE>


date of execution and a non-compete term of at least four years from the date of
execution and such other terms and provisions as are typical for employment
contracts of this type and for companies similar to the Borrower.

                                    SECTION 8

                               NEGATIVE COVENANTS

         Each of the Credit Parties covenants and agrees that on the Closing
Date, and so long as this Credit Agreement is in effect and until the
Commitments have been terminated, no Obligations remain outstanding and all
amounts owing hereunder or in connection herewith, have been paid in full, no
member of the Consolidated Group shall:

         8.1      INDEBTEDNESS.

         Contract, create, incur, assume or permit to exist any Indebtedness,
except:

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

                  (b) Indebtedness set forth in Schedule 8.1, and renewals,
         refinancings and extensions thereof on terms and conditions no less
         favorable than for such existing Indebtedness;

                  (c) Capital Lease Obligations and Indebtedness incurred, in
         each case, to provide all or a portion of the purchase price or costs
         of construction of an asset, provided that (i) such Indebtedness when
         incurred shall not exceed the purchase price or cost of construction of
         such asset, (ii) no such Indebtedness shall be refinanced for a
         principal amount in excess of the principal balance outstanding thereon
         at the time of such refinancing, and (iii) the total amount of all such
         Indebtedness shall not exceed $2,500,000 at any time outstanding;

                  (d) Indebtedness and obligations owing under interest rate
         protection agreements relating to the Obligations hereunder and under
         interest rate, commodities and foreign currency exchange protection
         agreements entered into in the ordinary course of business to manage
         existing or anticipated risks and not for speculative purposes;

                  (e) (i) unsecured intercompany Indebtedness owing by one
         Credit Party to another Credit Party and (ii) unsecured intercompany
         Indebtedness owing by a Credit Party to a Subsidiary of the Borrower
         which is not a Credit Party, in each case to the extent permitted under
         Section 8.5 hereof;

                  (f)  other unsecured Indebtedness of the Borrower of up to 
         $1,000,000 in the aggregate at any time outstanding; and

                  (g)  Guaranty Obligations of Indebtedness permitted under 
         this Section 8.1.

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<PAGE>

         8.2      LIENS.

         Contract, create, incur, assume or permit to exist any Lien with
respect to any of their respective property or assets of any kind (whether real
or personal, tangible or intangible), whether now owned or hereafter acquired,
except for Permitted Liens.

         8.3      NATURE OF BUSINESS.

         Alter the character of their business in any material respect from that
conducted as of the Closing Date.

         8.4      CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, CAPITAL
EXPENDITURES, ETC.

         (a) Dissolve, liquidate or wind up their affairs, except (i) in
connection with a disposition of assets permitted by the terms of subsection (c)
hereof and (ii) for the dissolution and liquidation of a wholly-owned Subsidiary
of a Credit Party where the parent company Credit Party receives the assets of
such Subsidiary;

         (b) Enter into any transaction of merger or consolidation; provided,
however, that, so long as no Default or Event of Default would be directly or
indirectly caused as a result thereof, a member of the Consolidated Group may
merge or consolidate with another member of the Consolidated Group, provided
that (A) if the Borrower is a party thereto, the Borrower shall be the surviving
corporation and (B) if one of the parties thereto is a Credit Party, such Credit
Party shall be the surviving corporation;

         (c) Sell, lease, transfer or otherwise dispose of any Property
(including without limitation pursuant to any sale/leaseback transaction or
securitization transaction ) other than (i) the sale of inventory in the
ordinary course of business for fair consideration, (ii) the sale or disposition
of machinery and equipment no longer used or useful in the conduct of such
Person's business, and (iii) other sales of assets, provided that after giving
effect to such sale or other disposition, the aggregate book value of assets
sold or otherwise disposed of pursuant to this clause (iii) in any given fiscal
year does not exceed an amount equal to $250,000;

         (d) Except as otherwise permitted by Section 7.11, Section 8.4(b) and
Section 8.5 hereof, (i) acquire all or any portion of the capital stock or
securities of any other Person or (ii) purchase, lease or otherwise acquire (in
a single transaction or a series of related transactions) all or any substantial
part of the Property of any other Person; or

         (e) Take or permit any action, or fail to take any action, the effect
of which would be to cause a Domestic Credit Party to lose its status as such,
other than as expressly permitted in this Section.


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<PAGE>


         8.5      ADVANCES, INVESTMENTS AND LOANS.

         Lend money or extend credit or make advances to any Person, or purchase
or acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, or otherwise make an Investment in, any Person
except for Permitted Investments.

         8.6      TRANSACTIONS WITH AFFILIATES.

         Enter into or permit to exist any transaction or series of
transactions, whether or not in the ordinary course of business, with any
officer, director, shareholder, Subsidiary or Affiliate other than (i)
transactions permitted by Section 8.1, Section 8.4(b), Section 8.5 or Section
8.10, (ii) customary fees and expenses paid to directors and (iii) where such
transactions are on terms and conditions substantially as favorable as would be
obtainable in a comparable arm's-length transaction with a Person other than an
officer, director, shareholder or Affiliate.

         8.7      OWNERSHIP OF EQUITY INTERESTS.

         Issue, sell, transfer, pledge or otherwise dispose of any partnership
interests, shares of capital stock or other equity or ownership interests
("Equity Interests") in any member of the Consolidated Group, except (i)
issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary
of such Credit Party, (ii) in connection with a transaction permitted by Section
8.4, and (iii) as needed to qualify directors under applicable law.

         8.8      FISCAL YEAR.

         Change its fiscal year end from the Sunday falling closest to January
31st of each year.

         8.9      PREPAYMENTS OF INDEBTEDNESS, ETC.

         (a) After the issuance thereof, amend or modify (or permit the
amendment or modification of), the terms of any other Indebtedness in a manner
adverse to the interests of the Lenders (including specifically shortening any
maturity or average life to maturity or requiring any payment sooner than
previously scheduled or increasing the interest rate or fees applicable
thereto);

         (b) Make any prepayment, redemption, defeasance or acquisition for
value of (including without limitation, by way of depositing money or securities
with the trustee with respect thereto before due for the purpose of paying when
due), or refund, refinance or exchange of any Funded Debt other than (i)
intercompany Indebtedness permitted hereunder, (ii) regularly scheduled payments
of principal and interest on such Funded Debt, and (iii) to the extent permitted
by Section 8.10.
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<PAGE>


         8.10     Restricted Payments.

         Make or permit any Restricted Payments, provided, that the Borrower may
pay dividends on shares of common stock of the Borrower so long as : (a)
immediately before and after making such payment, no Default or Event of Default
then exists or would result from the making of such payment, (b) the Borrower
and its Subsidiaries, after giving effect to such payment on a Pro Forma basis,
will be in compliance with each of the financial covenants contained in Section
7.9 hereof and (c) the aggregate amount of such dividends paid in any fiscal
year shall not exceed 25% of Consolidated Excess Cash Flow for the fiscal year
prior to the year in which such dividends are paid.

         8.11     SALE LEASEBACKS.

         Directly or indirectly become or remain liable as lessee or as
guarantor or other surety with respect to any lease, whether an Operating Lease
or a Capital Lease, of any Property (whether real or personal or mixed), whether
now owned or hereafter acquired, (i) which such Person has sold or transferred
or is to sell or transfer to any other Person other than a Credit Party or (ii)
which such Person intends to use for substantially the same purpose as any other
Property which has been sold or is to be sold or transferred by such Person to
any other Person in connection with such lease.

         8.12     NO FURTHER NEGATIVE PLEDGES.

         Except with respect to prohibitions against other encumbrances on
specific Property encumbered to secure payment of particular Indebtedness (which
Indebtedness relates solely to such specific Property, and improvements and
accretions thereto, and is otherwise permitted hereby), no member of the
Consolidated Group will enter into, assume or become subject to any agreement
prohibiting or otherwise restricting the creation or assumption of any Lien upon
its properties or assets, whether now owned or hereafter acquired, or requiring
the grant of any security for such obligation if security is given for some
other obligation.

         8.13     AMENDMENTS TO LICENSE AGREEMENTS.

         Terminate or permit to expire the Kmart License Agreement or the US
Wal*Mart License Agreement, or close its operations at fifty or more individual
photography studios located in the United States in any single fiscal year
(provided, that, in determining the immediately foregoing, the number of studios
closed during such fiscal year will be offset against the number of studios
opened during such fiscal year) unless, after giving effect to such closings and
any such prior closings or other studio closings, determined as of the end of
the next succeeding fiscal quarter, the Borrower is able to establish to the
satisfaction of the Agent that the Borrower will be in compliance on a Pro Forma
basis with each of the financial covenants contained in Section 7.9 hereof;
provided, however, that notwithstanding the foregoing to the contrary, up to an
additional 415 studios may be closed in calendar year 1997.

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<PAGE>

                                    SECTION 9

                                EVENTS OF DEFAULT

         9.1      EVENTS OF DEFAULT.

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

        (a)       Payment.  Any Credit Party shall

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

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

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

         (c)      Covenants.

                  (i) Default in the due performance or observance of any term,
         covenant or agreement contained in Section 7.3(a), 7.9, 7.13 or 8.1
         through 8.13, inclusive, or

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

         (d) Other Credit Documents. (i) Any Credit Party shall default in the
due performance or observance of any material term, covenant or agreement in any
of the other Credit Documents (subject to applicable grace or cure periods, if
any), or (ii) any Credit Document shall fail to be in full force and effect or
to give the Agent and/or the Lenders any material part of the Liens, rights,
powers and privileges purported to be created thereby or any Credit Party shall
assert the same ; or

         (e) Guaranties. Except as to the Credit Party which is dissolved,
merged or consolidated out of existence as the result of or in connection with a
dissolution, merger or
                                       71
<PAGE>


consolidation permitted by Section 8.4(a) or Section 8.4(b), the guaranty given
by any Guarantor hereunder or any material provision thereof shall cease to be
in full force and effect, or any Guarantor hereunder or any Person acting by or
on behalf of such Guarantor shall deny or disaffirm such Guarantor's obligations
under such guaranty, or any Guarantor shall default in the due performance or
observance of any term, covenant or agreement on its part to be performed or
observed pursuant to any guaranty; or

         (f) Bankruptcy, etc. Any Bankruptcy Event shall occur with respect to
any member of the Consolidated Group; or

        (g)  Defaults under Other Agreements.

                  (i) (A) There shall occur a default (beyond the applicable
         grace period with respect thereto, if any) under either the Kmart
         License Agreement or the Wal*Mart License Agreement, or (B) any member
         of the Consolidated Group shall default in the performance or
         observance (beyond the applicable grace period with respect thereto, if
         any) of any other material obligation or condition of any contract or
         lease material to the Consolidated Group, taken as a whole; or

                  (ii) With respect to any Indebtedness (other than Indebtedness
         outstanding under this Credit Agreement) in excess of $250,000 in the
         aggregate for the Consolidated Group taken as a whole, (A) (1) any
         member of the Consolidated Group shall default in any payment (beyond
         the applicable grace period with respect thereto, if any) with respect
         to any such Indebtedness, or (2) the occurrence and continuance of a
         default in the observance or performance relating to such Indebtedness
         or contained in any instrument or agreement evidencing, securing or
         relating thereto, or any other event or condition shall occur or
         condition exist, the effect of which default or other event or
         condition is to cause, or permit, the holder or holders of such
         Indebtedness (or trustee or agent on behalf of such holders) to cause
         (determined without regard to whether any notice or lapse of time is
         required), any such Indebtedness to become due prior to its stated
         maturity; or (B) any such Indebtedness shall be declared due and
         payable, or required to be prepaid other than by a regularly scheduled
         required prepayment, prior to the stated maturity thereof; or

         (h) Judgments. Any member of the Consolidated Group shall fail within
30 days of the date due and payable to pay, bond or otherwise discharge any
judgment, settlement or order for the payment of money which judgment,
settlement or order, when aggregated with all other such judgments, settlements
or orders due and unpaid at such time, exceeds $250,000, and which is not stayed
on appeal (or for which no motion for stay is pending) or is not otherwise being
executed; or

         (i) ERISA. Any of the following events or conditions, if such event or
condition could reasonably be expected to have a Material Adverse Effect: (1)
any "accumulated funding deficiency," as such term is defined in Section 302 of
ERISA and Section 412 of the Code, whether or not waived, shall exist with
respect to any Plan, or any lien shall arise on the assets of a member of the
Consolidated Group or any ERISA Affiliate in favor of the PBGC or a Plan; (2)
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an ERISA event shall occur with respect to a Single Employer Plan, which is, in
the reasonable opinion of the Agent, likely to result in the termination of such
Plan for purposes of Title IV of ERISA; (3) an ERISA Event shall occur with
respect to a Multiemployer Plan or Multiple Employer Plan, which is, in the
reasonable opinion of the Agent, likely to result in (i) the termination of such
Plan for purposes of Title IV of ERISA, or (ii) a member of the Consolidated
Group or any ERISA Affiliate incurring any liability in connection with a
withdrawal from, reorganization of (within the meaning of Section 4241 of
ERISA), or insolvency of (within the meaning of Section 4245 of ERISA) such
Plan; or (4) any prohibited transaction (within the meaning of Section 406 of
ERISA or Section 4975 of the Code) or breach of fiduciary responsibility shall
occur which may subject a member of the Consolidated Group or any ERISA
Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA
or Section 4975 of the Code, or under any agreement or other instrument pursuant
to which a member of the Consolidated Group or any ERISA Affiliate has agreed or
is required to indemnify any person against any such liability; or

         (j) Ownership. There shall occur, without the prior written consent of
the Lenders, which consent shall not be unreasonably withheld or delayed, a
Change of Control.

         9.2      ACCELERATION; REMEDIES.

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

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

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

                  (iii) Cash Collateral. Direct the Borrower to pay (and the
         Borrower agrees that upon receipt of such notice, or upon the
         occurrence of an Event of Default under Section 9.1(f), it will
         immediately pay) to the Agent additional cash, to be held by the Agent,
         for the benefit of the Lenders, in a cash collateral account as
         additional security for the LOC Obligations in respect of subsequent
         drawings under all then outstanding Letters of Credit in an amount
         equal to the maximum aggregate amount which may be drawn under all
         Letters of Credits then outstanding.

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<PAGE>

                  (iv) Enforcement of Rights. Enforce any and all rights and
         interests created and existing under the Credit Documents and all
         rights of set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section
9.1(f) shall occur, then the Commitments shall automatically terminate and all
Loans, all reimbursement obligations arising from drawings under Letters of
Credit, all accrued interest in respect thereof, all accrued and unpaid Fees and
other indebtedness or obligations owing to the Agent and/or any of the Lenders
hereunder automatically shall immediately become due and payable without
presentment, demand, protest or the giving of any notice or other action by the
Agent or the Lenders, all of which are hereby waived by the Credit Parties.

                                   SECTION 10

                                AGENCY PROVISIONS

         10.1     APPOINTMENT.

         Each Lender hereby designates and appoints NationsBank, N.A. as Agent
(in such capacity, the "Agent") of such Lender to act as specified herein and
the other Credit Documents, and each such Lender hereby authorizes the Agent as
the Agent for such Lender, to take such action on its behalf under the
provisions of this Credit Agreement and the other Credit Documents and to
exercise such powers and perform such duties as are expressly delegated by the
terms hereof and of the other Credit Documents, together with such other powers
as are reasonably incidental thereto. Each Lender further directs and authorizes
the Agent to execute releases (or similar agreements) to give effect to the
provisions of this Credit Agreement and the other Credit Documents.
Notwithstanding any provision to the contrary elsewhere herein and in the other
Credit Documents, the Agent shall not have any duties or responsibilities,
except those expressly set forth herein and therein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Credit Agreement or any of the other Credit Documents, or shall otherwise exist
against the Agent. The provisions of this Section are solely for the benefit of
the Agent and the Lenders and none of the Credit Parties shall have any rights
as a third party beneficiary of the provisions hereof. In performing its
functions and duties under this Credit Agreement and the other Credit Documents,
the Agent shall act solely as Agent of the Lenders and does not assume and shall
not be deemed to have assumed any obligation or relationship of agency or trust
with or for any Credit Party or any of their respective Affiliates.

         10.2     DELEGATION OF DUTIES.

         The Agent may execute any of their respective duties hereunder or under
the other Credit Documents by or through agents or attorneys-in-fact and shall
be entitled to advice of counsel concerning all matters pertaining to such
duties. The Agent shall not be responsible for the negligence or misconduct of
any agents or attorneys-in-fact selected by it with reasonable care.

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         10.3     EXCULPATORY PROVISIONS.

         The Agent and its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall not be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection
herewith or in connection with any of the other Credit Documents (except for its
or such Person's own gross negligence or willful misconduct), or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any of the Credit Parties contained herein
or in any of the other Credit Documents or in any certificate, report, document,
financial statement or other written or oral statement referred to or provided
for in, or received by the Agent under or in connection herewith or in
connection with the other Credit Documents, or enforceability or sufficiency
therefor of any of the other Credit Documents, or for any failure of any Credit
Party to perform its obligations hereunder or thereunder. The Agent shall not be
responsible to any Lender for the effectiveness, genuineness, validity,
enforceability, collectability or sufficiency of this Credit Agreement, or any
of the other Credit Documents or for any representations, warranties, recitals
or statements made herein or therein or made by the Borrower or any Credit Party
in any written or oral statement or in any financial or other statements,
instruments, reports, certificates or any other documents in connection herewith
or therewith furnished or made by the Agent to the Lenders or by or on behalf of
the Credit Parties to the Agent or any Lender or be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained herein or therein or as to the use
of the proceeds of the Loans or the use of the Letters of Credit or of the
existence or possible existence of any Default or Event of Default or, except as
otherwise provided herein, to inspect the properties, books or records of the
Credit Parties or any of their respective Affiliates.

         10.4     RELIANCE ON COMMUNICATIONS.

         The Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to any of the Credit Parties, independent accountants and
other experts selected by the Agent with reasonable care). The Agent may deem
and treat the Lenders as the owner of their respective interests hereunder for
all purposes unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Agent in accordance with Section 11.3(b)
hereof. The Agent shall be fully justified in failing or refusing to take any
action under this Credit Agreement or under any of the other Credit Documents
unless it shall first receive such advice or concurrence of the Required Lenders
as it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action. The Agent shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
or under any of the other Credit Documents in accordance with a request of the
Required Lenders (or to the extent specifically provided in Section 11.6, all
the Lenders) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders (including their successors and
assigns).
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<PAGE>

         10.5     NOTICE OF DEFAULT.

         The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless the Agent has
received notice from a Lender or a Credit Party referring to the Credit
Document, describing such Default or Event of Default and stating that such
notice is a "notice of default." In the event that the Agent receives such a
notice, the Agent shall give prompt notice thereof to the Lenders. The Agent
shall take such action with respect to such Default or Event of Default as shall
be reasonably directed by the Required Lenders.

         10.6     NON-RELIANCE ON AGENT AND OTHER LENDERS.

         Each Lender expressly acknowledges that each of the Agent and its
officers, directors, employees, agents, attorneys-in-fact or affiliates has not
made any representations or warranties to it and that no act by the Agent or any
affiliate thereof hereinafter taken, including any review of the affairs of any
Credit Party or any of their respective Affiliates, shall be deemed to
constitute any representation or warranty by the Agent to any Lender. Each
Lender represents to the Agent that it has, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, assets, operations, property, financial and other conditions,
prospects and creditworthiness of the Borrower, the other Credit Parties or
their respective Affiliates and made its own decision to make its Loans
hereunder and enter into this Credit Agreement. Each Lender also represents that
it will, independently and without reliance upon the Agent or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Credit Agreement, and to make such
investigation as it deems necessary to inform itself as to the business, assets,
operations, property, financial and other conditions, prospects and
creditworthiness of the Borrower, the other Credit Parties and their respective
Affiliates. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Agent hereunder, the Agent shall not have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, assets, property, financial or
other conditions, prospects or creditworthiness of the Borrower, the other
Credit Parties or any of their respective Affiliates which may come into the
possession of the Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.

         10.7     INDEMNIFICATION.

         The Lenders agree to indemnify the Agent in its capacity as such (to
the extent not reimbursed by the Borrower and without limiting the obligation of
the Borrower to do so), ratably according to their respective Commitments (or if
the Commitments have expired or been terminated, in accordance with the
respective principal amounts of outstanding Loans and Participation Interests of
the Lenders), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including without limitation at
any time following the final payment of all of the obligations of the Borrower
hereunder and under the other Credit Documents)
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<PAGE>


be imposed on, incurred by or asserted against the Agent in its capacity as such
in any way relating to or arising out of this Credit Agreement or the other
Credit Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by the Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or willful
misconduct of the Agent. If any indemnity furnished to the Agent for any purpose
shall, in the opinion of the Agent, be insufficient or become impaired, the
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished. The
agreements in this Section shall survive the repayment of the Loans, LOC
Obligations and other obligations under the Credit Documents and the termination
of the Commitments hereunder.

         10.8     AGENT IN ITS INDIVIDUAL CAPACITY.

         The Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower, its Subsidiaries
or their respective Affiliates as though the Agent were not the Agent hereunder.
With respect to the Loans made by and all obligations of the Borrower hereunder
and under the other Credit Documents, the Agent shall have the same rights and
powers under this Credit Agreement as any Lender and may exercise the same as
though it were not the Agent, and the terms "Lender" and "Lenders" shall include
the Agent in its individual capacity.

         10.9     SUCCESSOR AGENT.

         The Agent may, at any time, resign upon 20 days' written notice to the
Lenders. Upon any such resignation, the Required Lenders shall have the right to
appoint a successor Agent. If no successor Agent shall have been so appointed by
the Required Lenders, and shall have accepted such appointment, within 30 days
after the notice of resignation, then the retiring Agent shall select a
successor Agent provided such successor is a Lender hereunder or a commercial
bank organized under the laws of the United States of America or of any State
thereof and has a combined capital and surplus of at least $400,000,000 and is
reasonably acceptable to the Required Lenders. Upon the acceptance of any
appointment as Agent hereunder by a successor, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations as Agent, as appropriate, under this Credit
Agreement and the other Credit Documents and the provisions of this Section 10.9
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Credit Agreement.

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                                   SECTION 11

                                  MISCELLANEOUS

         11.1     NOTICES.

         Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (i) when
delivered, (ii) when transmitted via telecopy (or other facsimile device) to the
number set out below, (iii) the day following the day on which the same has been
delivered prepaid to a reputable national overnight air courier service, or (iv)
the third Business Day following the day on which the same is sent by certified
or registered mail, postage prepaid, in each case to the respective parties at
the address, in the case of the Borrower, Guarantors and the Agent, set forth
below, and, in the case of the Lenders, set forth on Schedule 11.1, or at such
other address as such party may specify by written notice to the other parties
hereto:

                  if to the Borrower or the Guarantors:

                           PCA INTERNATIONAL, INC.
                           815 Matthews-Mint Hill Road
                           Matthews, North Carolina  28105
                           Attn:  John Grosso, President
                           Telephone:  (704) 847-8011
                           Telecopy:    (704)  847-1548

                  with a copy to:

                           Robinson, Bradshaw & Hinson, P.A.
                           101 North Tryon Street
                           Suite 1900
                           Charlotte, North Carolina 28205
                           Attn:  Thomas B. Henson
                           Telephone:  (704) 377-2536
                           Telecopy:  (704) 378-4000

                  if to the Agent:

                           NationsBank, N.A.
                           101 N. Tryon Street
                           Independence Center, 15th Floor
                           NC1-001-15-04
                           Charlotte, North Carolina  28255
                           Attn:  Agency Services
                           Telephone:  (704) 386-8388
                           Telecopy:   (704) 386-9923

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<PAGE>


                  with a copy to:

                           NationsBank, N.A.
                           NationsBank Corporate Center
                           100 North Tryon Street
                           Charlotte, North Carolina 28202-4003
                           Attn:  Mark Halmrast
                           Telephone:  (704) 386-0649
                           Telecopy:  (704) 386-1270

                           and

                           Moore & Van Allen, PLLC
                           NationsBank Corporate Center
                           100 North Tryon Street Floor 47
                           Charlotte, North Carolina 28202-4003
                           Attn:  Molly McGill
                           Telephone:  (704) 331-1092
                           Telecopy:  (704) 331-1159

         11.2     RIGHT OF SET-OFF.

         In addition to any rights now or hereafter granted under applicable law
or otherwise, and not by way of limitation of any such rights, upon the
occurrence of an Event of Default, each Lender is authorized at any time and
from time to time, without presentment, demand, protest or other notice of any
kind (all of which rights being hereby expressly waived), to set-off and to
appropriate and apply any and all deposits (general or special) and any other
indebtedness at any time held or owing by such Lender (including, without
limitation branches, agencies or Affiliates of such Lender wherever located) to
or for the credit or the account of any Credit Party against obligations and
liabilities of such Person to such Lender hereunder, under the Notes, the other
Credit Documents or otherwise, irrespective of whether such Lender shall have
made any demand hereunder and although such obligations, liabilities or claims,
or any of them, may be contingent or unmatured, and any such set-off shall be
deemed to have been made immediately upon the occurrence of an Event of Default
even though such charge is made or entered on the books of such Lender
subsequent thereto. Any Person purchasing a participation in the Loans and
Commitments hereunder pursuant to Section 3.13 or Section 11.3(d) may exercise
all rights of set-off with respect to its participation interest as fully as if
such Person were a Lender hereunder. Following the exercise of its rights under
this Section 11.2, such Lender shall make reasonable efforts to notify the
Borrower and/or the relevant Credit Party.

         11.3     BENEFIT OF AGREEMENT.

                  (a) Generally. This Credit Agreement shall be binding upon and
         inure to the benefit of and be enforceable by the respective successors
         and assigns of the parties hereto; provided that none of the Credit
         Parties may assign or transfer any of

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<PAGE>

         its interests without prior written consent of the Lenders; provided
         further that the rights of each Lender to transfer, assign or grant
         participations in its rights and/or obligations hereunder shall be
         limited as set forth in this Section 11.3, provided however that
         nothing herein shall prevent or prohibit any Lender from (i) pledging
         its Loans hereunder to a Federal Reserve Bank in support of borrowings
         made by such Lender from such Federal Reserve Bank, or (ii) granting
         assignments or selling participations in such Lender's Loans and/or
         Commitments hereunder to its parent company and/or to any Affiliate or
         Subsidiary of such Lender.

                  (b) Assignments. Each Lender may assign all or a portion of
         its rights and obligations hereunder, pursuant to an assignment
         agreement substantially in the form of Schedule 11.3(b), to (i) any
         Lender or any Affiliate of a Lender, or (ii) any other commercial bank,
         financial institution or "accredited investor" (as defined in
         Regulation D of the Securities and Exchange Commission) reasonably
         acceptable to the Agent and, so long as no Default or Event of Default
         has occurred and is continuing, the Borrower; provided that (A) any
         such assignment (other than any assignment to an existing Lender) shall
         be in a minimum aggregate amount of $5,000,000 (or, if less, the
         remaining amount of the Commitment being assigned by such Lender) of
         the Commitments and in integral multiples of $1,000,000 above such
         amount and (B) each such assignment shall be of a constant, not
         varying, percentage of all such Lender's rights and obligations under
         this Credit Agreement. Any assignment hereunder shall be effective upon
         delivery to the Agent of written notice of the assignment together,
         except in the case of assignments made internally to a Lender's
         Affiliate, with a transfer fee of $3,500 payable to the Agent for its
         own account from and after the later of (x) the effective date
         specified in the applicable assignment agreement and (y) the date of
         recording of such assignment in the Register pursuant to the terms of
         subsection (c) below. The assigning Lender will give prompt notice to
         the Agent and the Borrower of any such assignment. Upon the
         effectiveness of any such assignment (and after notice to, and (to the
         extent required pursuant to the terms hereof), with the consent of, the
         Borrower as provided herein), the assignee shall become a "Lender" for
         all purposes of this Credit Agreement and the other Credit Documents
         and, to the extent of such assignment, the assigning Lender shall be
         relieved of its obligations hereunder to the extent of the Loans and
         Commitment components being assigned. Along such lines the Borrower
         agrees that upon notice of any such assignment and surrender of the
         appropriate Note or Notes, it will promptly provide to the assigning
         Lender and to the assignee separate promissory notes in the amount of
         their respective interests substantially in the form of the original
         Note (but with notation thereon that it is given in substitution for
         and replacement of the original Note or any replacement notes thereof).
         By executing and delivering an assignment agreement in accordance with
         this Section 11.3(b), the assigning Lender thereunder and the assignee
         thereunder shall be deemed to confirm to and agree with each other and
         the other parties hereto as follows: (i) such assigning Lender warrants
         that it is the legal and beneficial owner of the interest being
         assigned thereby free and clear of any adverse claim; (ii) except as
         set forth in clause (i) above, such assigning Lender makes no
         representation or warranty and assumes no responsibility with respect
         to any statements, warranties or representations made in or in
         connection with this Credit Agreement, any of the other Credit
         Documents or any other instrument or document furnished pursuant hereto

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<PAGE>



         or thereto, or the execution, legality, validity, enforceability,
         genuineness, sufficiency or value of this Credit Agreement, any of the
         other Credit Documents or any other instrument or document furnished
         pursuant hereto or thereto or the financial condition of any Credit
         Party or any of their respective Affiliates or the performance or
         observance by any Credit Party of any of its obligations under this
         Credit Agreement, any of the other Credit Documents or any other
         instrument or document furnished pursuant hereto or thereto; (iii) such
         assignee represents and warrants that it is legally authorized to enter
         into such assignment agreement; (iv) such assignee confirms that it has
         received a copy of this Credit Agreement, the other Credit Documents
         and such other documents and information as it has deemed appropriate
         to make its own credit analysis and decision to enter into such
         assignment agreement; (v) such assignee will independently and without
         reliance upon the Agent, such assigning Lender or any other Lender, and
         based on such documents and information as it shall deem appropriate at
         the time, continue to make its own credit decisions in taking or not
         taking action under this Credit Agreement and the other Credit
         Documents; (vi) such assignee appoints and authorizes the Agent to take
         such action on its behalf and to exercise such powers under this Credit
         Agreement or any other Credit Document as are delegated to the Agent by
         the terms hereof or thereof, together with such powers as are
         reasonably incidental thereto; and (vii) such assignee agrees that it
         will perform in accordance with their terms all the obligations which
         by the terms of this Credit Agreement and the other Credit Documents
         are required to be performed by it as a Lender.

                  (c) Maintenance of Register. The Agent shall maintain at one
         of its offices in Charlotte, North Carolina a copy of each Lender
         assignment agreement delivered to it in accordance with the terms of
         subsection (b) above and a register for the recordation of the identity
         of the principal amount, type and Interest Period of each Loan
         outstanding hereunder, the names, addresses and the Commitments of the
         Lenders pursuant to the terms hereof from time to time (the
         "Register"). The Agent will make reasonable efforts to maintain the
         accuracy of the Register and to promptly update the Register from time
         to time, as necessary. The entries in the Register shall be conclusive
         in the absence of manifest error and the Borrower, the Agent and the
         Lenders may treat each Person whose name is recorded in the Register
         pursuant to the terms hereof as a Lender hereunder for all purposes of
         this Credit Agreement. The Register shall be available for inspection
         by the Borrower and each Lender, at any reasonable time and from time
         to time upon reasonable prior notice.

                  (d) Participations. Each Lender may sell, transfer, grant or
         assign participations in all or any part of such Lender's interests and
         obligations hereunder; provided that (i) such selling Lender shall
         remain a "Lender" for all purposes under this Credit Agreement (such
         selling Lender's obligations under the Credit Documents remaining
         unchanged) and the participant shall not constitute a Lender hereunder,
         (ii) no such participant shall have, or be granted, rights to approve
         any amendment or waiver relating to this Credit Agreement or the other
         Credit Documents except to the extent any such amendment or waiver
         would (A) reduce the principal of or rate of interest on or Fees in
         respect of any Loans in which the participant is participating, (B)
         postpone the date fixed for any payment of principal
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<PAGE>


         (including extension of the Termination Date or the date of any
         mandatory prepayment), interest or Fees in which the participant is
         participating, or (C) release all or substantially all of the
         Collateral, and (iii) sub-participations by the participant (except to
         an affiliate, parent company or affiliate of a parent company of the
         participant) shall be prohibited. In the case of any such
         participation, the participant shall not have any rights under this
         Credit Agreement or the other Credit Documents (the participant's
         rights against the selling Lender in respect of such participation to
         be those set forth in the participation agreement with such Lender
         creating such participation) and all amounts payable by the Borrower
         hereunder shall be determined as if such Lender had not sold such
         participation, provided, however, that such participant shall be
         entitled to receive additional amounts under Sections 3.6, 3.9, 3.10
         and 3.11 on the same basis as if it were a Lender and shall have set
         off rights as provided in Section 11.2.

         11.4     NO WAIVER; REMEDIES CUMULATIVE.

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

         11.5     PAYMENT OF EXPENSES, ETC.

         The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and
expenses (A) of the Agent in connection with the negotiation, preparation,
execution and delivery and administration of this Credit Agreement and the other
Credit Documents and the documents and instruments referred to therein
(including, without limitation, the reasonable fees and expenses of Moore & Van
Allen, PLLC, special counsel to the Agent) and any amendment, waiver or consent
relating hereto and thereto including, but not limited to, any such amendments,
waivers or consents resulting from or related to any work-out, renegotiation or
restructure relating to the performance by the Credit Parties under this Credit
Agreement and (B) of the Agent and the Lenders in connection with enforcement of
the Credit Documents and the documents and instruments referred to therein as a
result of the occurrence of a Default or Event of Default (including, without
limitation, in connection with any such enforcement, the reasonable fees and
disbursements of counsel for the Agent and each of the Lenders); (ii) pay and
hold the Agent harmless from and against all reasonable fees, costs and expenses
(including reasonable fees of employees of the Agent or its Affiliates) of
"field audits" of inventory conducted as provided in Section 7.7(b) at any time
a Default or Event of Default then exists; (iii) pay and hold each of the
Lenders harmless from and

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against any and all present and future stamp and other similar taxes with
respect to the foregoing matters and save each of the Lenders harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission (other than to the extent attributable to such Lender) to pay such
taxes; and (iv) indemnify each Lender, its officers, directors, employees,
representatives and agents from and hold each of them harmless against any and
all losses, liabilities, claims, damages or expenses (including, without
limitation, reasonable attorneys' fees and expenses) incurred by any of them as
a result of, or arising out of, or in any way related to, or by reason of (A)
any investigation, litigation or other proceeding (whether or not any Lender is
a party thereto) related to the entering into and/or performance of any Credit
Document or the use of proceeds of any Loans (including other extensions of
credit) hereunder or the consummation of any other transactions (including
without limitation the Tender Offer and the Merger) contemplated in any Credit
Document, including, without limitation, the reasonable fees and disbursements
of counsel incurred in connection with any such investigation, litigation or
other proceeding or (B) the presence or Release of any Materials of
Environmental Concern at, under or from any Property owned, operated or leased
by the Borrower or any of its Subsidiaries, or the failure by the Borrower or
any of its Subsidiaries to comply with any Environmental Law (but excluding, in
the case of either of clause (A) or (B) above, any such losses, liabilities,
claims, damages or expenses to the extent incurred by reason of gross negligence
or willful misconduct on the part of the Person to be indemnified).

         11.6     AMENDMENTS, WAIVERS AND CONSENTS.

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

                  (a) no such amendment, change, waiver, discharge or
         termination shall, without the consent of each Lender directly affected
         thereby, (i) reduce the rate or extend the time of payment of interest
         (other than as a result of waiving the applicability of any
         post-default increase in interest rates) on any Loan or fees hereunder,
         (ii) extend (A) the termination date of the Commitments of such Lender,
         (B) the maturity of any Loan, or any portion or installment thereof, or
         (C) the time of payment of any reimbursement obligation, or any portion
         thereof, arising from drawings under Letters of Credit, or (iii) reduce
         the principal amount on any Loan;

                  (b) no such amendment, change, waiver, discharge or
         termination shall, without the consent of each Lender affected thereby,
         (i) increase the Commitment of such Lender over the amount thereof in
         effect (it being understood and agreed that a waiver of any Default or
         Event of Default or of a mandatory reduction in the total commitments
         shall not constitute a change in the terms of any Commitment of any
         Lender), (ii) release all or any substantial portion of the collateral
         pledged to secure the Obligations hereunder or release any Material
         Guarantor from the guaranty obligations hereunder, (iii) amend, modify
         or waive any provision of this Section 11.6 or Section 3.6, 3.10, 3.11,
         3.12, 3.13, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (iv) reduce any
         percentage specified in, or otherwise modify, the

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         definition of "Required Lenders," or (v) consent to the assignment or
         transfer by the Borrower or any other Credit Party of any of its rights
         and obligations under (or in respect of) the Credit Documents to which
         it is a party; and

                  (c) no provision of Section 2.2 may be amended without the
         consent of the Issuing Lender and no provision of Section 10 may be
         amended without the consent of the Agent.

         11.7     COUNTERPARTS.

         This Credit Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. It shall not be necessary in
making proof of this Credit Agreement to produce or account for more than one
such counterpart.

         11.8     HEADINGS.

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

         11.9     SURVIVAL.

         All indemnities set forth herein, including, without limitation, in
Section 2.2(i), 3.9, 10.7 or 11.5 shall survive the execution and delivery of
this Credit Agreement, the making of the Loans, the issuance of the Letters of
Credit, the repayment of the Loans, LOC Obligations and other obligations under
the Credit Documents and the termination of the Commitments hereunder, and all
representations and warranties made by the Credit Parties herein shall survive
delivery of the Notes and the making of the Loans hereunder.

   

           11.10    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

         (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH
CAROLINA. Any legal action or proceeding with respect to this Credit Agreement
or any other Credit Document may be brought in the courts of the State of North
Carolina in Mecklenburg County, or of the United States for the Western District
of North Carolina, and, by execution and delivery of this Credit Agreement, each
of the Credit Parties hereby irrevocably accepts for itself and in respect of
its property, generally and unconditionally, the nonexclusive jurisdiction of
such courts. Each of the Credit Parties further irrevocably consents to the
service of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to it at the address set out for notices pursuant to Section
11.1, such service to become effective three (3) days after such mailing.
Nothing herein

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shall affect the right of the Agent to serve process in any other
manner permitted by law or to commence legal proceedings or to otherwise proceed
against any Credit Party in any other jurisdiction.

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

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

         11.11    SEVERABILITY.

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

         11.12    ENTIRETY.

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

         11.13    BINDING EFFECT; TERMINATION.

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

         (b) The term of this Credit Agreement shall be until no Loans, LOC
Obligations or any other amounts payable hereunder or under any of the other
Credit Documents shall remain outstanding and until all of the Commitments
hereunder shall have expired or been terminated.

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         11.14    CONFIDENTIALITY.

         The Agent and the Lenders agree to keep confidential (and to cause
their respective affiliates, officers, directors, employees, agents and
representatives to keep confidential) all information, materials and documents
furnished to the Agent or any such Lender by or on behalf of any Credit Party
(whether before or after the Closing Date) which relates to the Borrower or any
of its Subsidiaries (the "Information"). Notwithstanding the foregoing, the
Agent and each Lender shall be permitted to disclose Information (i) to its
affiliates, officers, directors, employees, agents and representatives in
connection with its participation in any of the transactions evidenced by this
Credit Agreement or any other Credit Documents or the administration of this
Credit Agreement or any other Credit Documents; (ii) to the extent required by
applicable laws and regulations or by any subpoena or similar legal process, or
requested by any Governmental Authority; (iii) to the extent such Information
(A) becomes publicly available other than as a result of a breach of this Credit
Agreement or any agreement entered into pursuant to clause (iv) below, (B)
becomes available to the Agent or such Lender on a non-confidential basis from a
source other than a Credit Party or (C) was available to the Agent or such
Lender on a non-confidential basis prior to its disclosure to the Agent or such
Lender by a Credit Party; (iv) to any assignee or participant (or prospective
assignee or participant) so long as such assignee or participant (or prospective
assignee or participant) first specifically agrees in a writing furnished to and
for the benefit of the Credit Parties to be bound by the terms of this Section
11.14; or (v) to the extent that the Borrower shall have consented in writing to
such disclosure. Nothing set forth in this Section 11.14 shall obligate the
Agent or any Lender to return any materials furnished by the Credit Parties.

         11.15    SOURCE OF FUNDS.

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

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

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

                  (c) to the extent that any part of such funds constitutes
         assets of an insurance company's general account, such insurance
         company has complied with all of the requirements of the regulations
         issued under Section 401(c)(1)(A) of ERISA; or
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                  (d) such funds constitute assets of one or more specific
         benefit plans which such Lender has identified in writing to the
         Borrower.

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

         11.16    CONFLICT.

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

                           [Signature Page to Follow]

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