<PAGE>   1
                                                                EXHIBIT 10.4
                                                

==============================================================================




                           REVOLVING CREDIT AGREEMENT

                           Dated as of July 16, 1997

                                  By And Among


                           DISCOUNT AUTO PARTS, INC.

                                      and


             SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,
                           individually and as Agent,
                                 AMSOUTH BANK,
                              BARNETT BANK, N.A.,
                           FIRST UNION NATIONAL BANK
                                      AND
                        THE FUJI BANK AND TRUST COMPANY



            
==============================================================================





<PAGE>   2


                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                     PAGE
                                                                                                                     ----
<S>                       <C>                                                                                          <C>
ARTICLE I                 DEFINITIONS; CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

         Section 1.1      Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         Section 1.2      Accounting Terms and Determination  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         Section 1.3      Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         Section 1.4      Exhibits and Schedules  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

ARTICLE II                REVOLVING LOANS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

         Section 2.1      Commitment; Use of Proceeds.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         Section 2.2      Notes; Repayment of Principal.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         Section 2.3      Voluntary Reduction of Revolving Loan Commitments . . . . . . . . . . . . . . . . . . . . .  15
         Section 2.4      Increase of Revolving Loan Commitments  . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         Section 2.5      Swingline Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         Section 2.6      Additional Lenders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

ARTICLE III               [RESERVED]  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

ARTICLE IV                GENERAL LOAN TERMS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

         Section 4.1      Funding Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         Section 4.2      Disbursement of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         Section 4.3      Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         Section 4.4      Interest Periods  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         Section 4.5      Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         Section 4.6      Voluntary Prepayments of Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         Section 4.7      Payments, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         Section 4.8      Interest Rate Not Ascertainable, etc  . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         Section 4.9      Illegality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         Section 4.10     Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         Section 4.11     Lending Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         Section 4.12     Funding Losses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         Section 4.13     Assumptions Concerning Funding of LIBOR Advances  . . . . . . . . . . . . . . . . . . . . .  27
         Section 4.14     Apportionment of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         Section 4.15     Sharing of Payments, Etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         Section 4.16     Capital Adequacy  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28          
         Section 4.17     Return of Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

ARTICLE V                 CONDITIONS TO BORROWINGS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

         Section 5.1      Conditions Precedent to Initial Loans . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         Section 5.2      Conditions to All Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32


</TABLE>




                                       i
<PAGE>   3



<TABLE>
<S>                       <C>                                                                                          <C>
ARTICLE VI                REPRESENTATIONS AND WARRANTIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

         Section 6.1      Organization and Qualification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         Section 6.2      Corporate Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         Section 6.3      Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         Section 6.4      Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         Section 6.5      Actions Pending . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         Section 6.6      Representations; No Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         Section 6.7      Title to Properties; Capitalized Leases . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         Section 6.8      Enforceability of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         Section 6.9      Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         Section 6.10     Use of Proceeds; Federal Reserve Regulations  . . . . . . . . . . . . . . . . . . . . . . .  35       
         Section 6.11     ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         Section 6.12     Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         Section 6.13     Outstanding Consolidated Funded Debt  . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         Section 6.14     Conflicting Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37  
         Section 6.15     Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37      
         Section 6.16     Possession of Franchises, Licenses, Etc . . . . . . . . . . . . . . . . . . . . . . . . . .  38   
         Section 6.17     Patents, Trademarks, Etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38 
         Section 6.18     Governmental Consent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39  
         Section 6.19     Disclosure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         Section 6.20     [Reserved]  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39 
         Section 6.21     Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         Section 6.22     Intercompany Loans; Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40      
         Section 6.23     Securities Acts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         Section 6.24     Investment Company Act; Holding Company . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         Section 6.25     Regulation G, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         Section 6.26     Changes in Financial Condition; Adverse Developments. . . . . . . . . . . . . . . . . . . .  40

ARTICLE VII               AFFIRMATIVE COVENANTS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41

         Section 7.1      Corporate Existence, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         Section 7.2      Compliance with Laws, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         Section 7.3      Payment of Taxes and Claims, Etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         Section 7.4      Keeping of Books  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         Section 7.5      Visitation, Inspection, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         Section 7.6      Insurance; Maintenance of Properties  . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         Section 7.7      Reporting Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         Section 7.8      Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         Section 7.9      Notices Under Certain Other Consolidated Funded Debt  . . . . . . . . . . . . . . . . . . .  46
         Section 7.10     Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         Section 7.11     Subordination of Intercompany Loans.  . . . . . . . . . . . . . . . . . . . . . . . . . . .  47

ARTICLE VIII              NEGATIVE COVENANTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47

         Section 8.1      [Reserved]  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         Section 8.2      Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         Section 8.3      Mergers, Acquisitions, Sales, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         Section 8.4      Investments, Loans, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         Section 8.5      Sale and Leaseback Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50


</TABLE>




                                       ii
<PAGE>   4

<TABLE>
<S>                       <C>                                                                                          <C>
         Section 8.6      Transactions with Affiliates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         Section 8.7      [Reserved]  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         Section 8.8      Changes in Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         Section 8.9      ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         Section 8.10     [Reserved]  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51          
         Section 8.11     Limitation on Payment Restrictions Affecting Consolidated Companies . . . . . . . . . . . .  51
         Section 8.12     [Reserved]  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51    
         Section 8.13     Use of Proceeds.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         Section 8.14     Subsidiary Indebtedness.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51

ARTICLE IX                EVENTS OF DEFAULT   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51

         Section 9.1      Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         Section 9.2      Covenants Without Notice  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         Section 9.3      Other Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         Section 9.4      Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         Section 9.5      Non-Payments of Other Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         Section 9.6      Defaults Under Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         Section 9.7      Bankruptcy  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         Section 9.8      ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         Section 9.9      Money Judgment; Airgas Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         Section 9.10     Change in Control of Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54          
         Section 9.11     Default Under Other Credit Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . .  54    
         Section 9.12     Attachments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55     

ARTICLE X                 THE AGENT   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55

         Section 10.1     Appointment of Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         Section 10.2     Nature of Duties of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56     
         Section 10.3     Lack of Reliance on the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56      
         Section 10.4     Certain Rights of the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
         Section 10.5     Reliance by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57  
         Section 10.6     Indemnification of Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         Section 10.7     The Agent in its Individual Capacity  . . . . . . . . . . . . . . . . . . . . . . . . . . .  57          
         Section 10.8     Holders of Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58       
         Section 10.9     Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58

ARTICLE XI                MISCELLANEOUS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59

         Section 11.1     Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         Section 11.2     Amendments, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59   
         Section 11.3     No Waiver; Remedies Cumulative  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60 
         Section 11.4     Payment of Expenses, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         Section 11.5     Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62     
         Section 11.6     Benefit of Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62  
         Section 11.7     Governing Law; Submission to Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . .  65  
         Section 11.8     Independent Nature of Lenders' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . .  66       
         Section 11.9     Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66          
         Section 11.10    Effectiveness; Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         Section 11.11    Severability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         Section 11.12    Independence of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67

</TABLE>





                                      iii
<PAGE>   5

<TABLE>
         <S>              <C>                                                                                         <C>
         Section 11.13    Change in Accounting Principles, Fiscal Year or Tax Laws  . . . . . . . . . . . . . . . . .  67
         Section 11.14    Headings Descriptive; Entire Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         Section 11.15    Time is of the Essence  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         Section 11.16    Usury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         Section 11.17    Construction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68




</TABLE>


                                       iv
<PAGE>   6

                                   SCHEDULES

<TABLE>
<S>                               <C>                                      
Schedule  6.4                     Tax Filings and Payments
Schedule  6.5                     Certain Pending and Threatened Litigation
Schedule  6.7                     Capitalized Lease Obligations
Schedule  6.11                    Employee Benefit Matters
Schedule  6.12                    List of Subsidiaries
Schedule  6.13                    Outstanding Debt, Defaults
Schedule  6.14                    Conflicting Agreements
Schedule  6.15(a)                 Environmental Compliance
Schedule  6.15(b)                 Environmental Notices
Schedule  6.15(c)                 Environmental Permits
Schedule  6.15(d)                 Equal Employment and Employee Safety
Schedule  6.17                    Patent, Trademark, License, and Other     
                                  Intellectual Property Matters
Schedule  6.21                    Labor and Employment Matters
Schedule  6.22                    Intercompany Loans
Schedule  8.2                     Existing Liens


                                                         EXHIBITS
                                                         --------

Exhibit A                         Form of Assignment and Acceptance
Exhibit B                         Form of Revolving Credit Note
Exhibit C                         Form of Additional Lender's Certificate
Exhibit D                         Form of Closing Certificate
Exhibit E                         Form of Opinion of Borrower's Counsel


</TABLE>




                                       v
<PAGE>   7

                           REVOLVING CREDIT AGREEMENT


         THIS REVOLVING CREDIT AGREEMENT, dated as of July 16, 1997 (the
"Agreement") by and among DISCOUNT AUTO PARTS, INC. ("Borrower"), a Florida
corporation, SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, ("SunTrust")
a national banking association, AMSOUTH BANK, individually and as Co-Agent,
BARNETT BANK, N.A., individually and as Co-Agent, FIRST UNION NATIONAL BANK and
THE FUJI BANK AND TRUST COMPANY (collectively, the "Lenders" and, individually,
a "Lender"), and SunTrust as Agent for the Lenders.


                              W I T N E S S E T H:


         THAT, for and in consideration of the mutual covenants made herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:


                                   ARTICLE I

                           DEFINITIONS; CONSTRUCTION

         SECTION 1.1      DEFINITIONS.  As used in this Agreement, and in any
instrument, certificate, document or report delivered pursuant thereto, the
following terms shall have the following meanings (to be equally applicable to
both the singular and plural forms of the term defined):

         "ADVANCE" shall mean any principal amount advanced and remaining
outstanding at any time under the Revolving Loans, which Advance shall be made
or outstanding as a Base Rate Advance, a LIBOR Advance or a Swingline Advance.

         "AFFILIATE" of any Person means any other Person directly or
indirectly controlling, controlled by, or under common control with, such
Person, whether through the ownership of voting securities, by contract or
otherwise.  For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by", and "under
common control with") as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person.

         "AGENT" shall mean SunTrust Bank, Central Florida, National
Association, as agent for the Lenders hereunder and under the other Credit
Documents, and each successor Agent.



<PAGE>   8

         "AGREEMENT" shall mean this Revolving Credit Agreement, either as
originally executed or as it may be from time to time supplemented, amended,
restated, renewed or extended and in effect.

         "AIRGAS LITIGATION" shall mean the pending litigation known as Airgas,
Inc. et.al. vs. Discount Auto Parts, Inc. et. al., pending in the United States
District Court of Georgia, Savannah Division under Case No. LV497-32.

         "APPLICABLE MARGIN" shall mean, with respect to Revolving Loans which
are LIBOR Advances:

         The Applicable Margin shall be the number of basis points designated
         below based on the Borrower's Funded Debt to Total Capitalization
         Ratio ("FD/TC), measured quarterly:


                                       FD/TC
            <20%                    <45% but >20%              >45%
                                             -                 -  

        L + 30.00 bp                L + 37.50 bp               L + 55.00 bp

         provided, however, that adjustments, if any, to the Applicable Margin
         based on changes in the Borrower's Funded Debt to Total Capitalization
         Ratio as set forth above shall be calculated by the Agent quarterly,
         based upon the Borrower's quarterly financial statements, beginning
         with the Borrower's statements for the period ended March 4, 1997, and
         shall become effective on the first Day of the next succeeding fiscal
         quarter following the date of such calculation.

         "ASSET VALUE" shall mean, with respect to any property or asset of the
Borrower as of any particular date, an amount equal to the greater of (i) the
then book value of such property or asset as established in accordance with
GAAP, or (ii) the then fair market value of such property or asset as
determined in good faith by the board of directors of the Borrower.

         "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and acceptance
entered into by a Lender and an Eligible Assignee in accordance with the terms
of this Agreement and substantially in the form of Exhibit A.

         "BANKRUPTCY CODE" shall mean The Bankruptcy Code of 1978, as
amended and in effect from time to time (11 U.S.C. Section 5101 et seq.).

         "BASE RATE" shall mean (with any change in the Base Rate to be
effective as of the date of change of either of the following rates):





                                       2
<PAGE>   9

                 with respect to Revolving Loans the higher of (a) the rate
                 which SunTrust Banks of Florida, Inc., ("SunTrust Banks")
                 announces from time to time as its prime lending rate, as in
                 effect from time to time (the "Prime Rate") or (b) the Federal
                 Funds Rate, as in effect from time to time, plus one-half of
                 one percent (0.50%) per annum.  The Prime Rate is a reference
                 rate and does not necessarily represent the lowest or best
                 rate charged borrowing customers of any subsidiary bank of
                 SunTrust Banks; any subsidiary of SunTrust Banks, including
                 the Agent, may make commercial loans or other loans at rates
                 of interest at, above or below the Prime Rate.

         "BASE RATE ADVANCE" or "BASE RATE LOAN" shall mean an Advance made or
outstanding as a Revolving Loan and bearing interest based on the Base Rate.

         "BORROWING" shall mean the incurrence by Borrower of Advances of one
Type concurrently having the same Interest Period or the continuation or
conversion of an existing Borrowing or Borrowings in whole or in part.

         "BUSINESS DAY" shall mean any day other than Saturday, Sunday and a
day on which commercial banks are required to be closed for business in
Orlando, Florida.

         "CAPITALIZED LEASE OBLIGATIONS" shall mean all lease obligations which
have been or are required to be, in accordance with generally accepted
accounting principles, capitalized on the books of the lessee.

         "CERCLA" has the meaning set forth in Section 6.15 of this Agreement.

         "CLOSING DATE" shall mean the date on or before July __, 1997, on
which the initial Loans are made and the conditions set forth in Section 5.1
are satisfied or waived in accordance with Section 11.2.

         "CO-AGENT" or "CO-AGENTS" shall mean, individually or collectively, as
the context may require, AmSouth Bank and Barnett Bank, N.A., as Co-Agent for
the Lenders hereunder and under the other Credit Documents, and each successor
Co-Agent.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "COMMITMENT" shall mean, for any Lender at any time, its Revolving
Loan Commitment.






                                       3
<PAGE>   10


         "COMMITMENT FEE" shall mean the one-time fee payable to the Lenders on
the Closing Date, as set forth in Section 4.5(b) hereof.

         "CONSOLIDATED COMPANIES" shall mean, collectively, Borrower and all of
its Subsidiaries.

         "CONSOLIDATED EBIT" shall mean, for any fiscal period of the Borrower,
an amount equal to the sum of its Consolidated Net Income (Loss), plus, (i)
Consolidated Interest Expense and (ii) Consolidated Income Tax Expense.

         "CONSOLIDATED EBITR" shall mean, for any fiscal period of the
Borrower, an amount equal to the sum of its Consolidated EBIT, plus
Consolidated Rental Expense, for such period; provided, however, that in making
any calculation of Consolidated EBITR, the first $5,000,000.00 of liability
paid by Borrower in connection with the Airgas Litigation shall be excluded.

         "CONSOLIDATED FIXED CHARGES" shall mean, for any fiscal period of the
Borrower, an amount equal to the sum of (i) Consolidated Interest Expense and
(ii) Consolidated Rental Expense, determined in accordance with GAAP.

         "CONSOLIDATED FUNDED DEBT" shall mean, without duplication, all
Indebtedness for money borrowed, purchase money mortgages, capitalized leases,
amounts outstanding in respect of asset securitization vehicles, conditional
sales contracts and similar title retention debt instruments, including any
current maturities of such indebtedness, plus the present value of future
operating lease payments calculated using standard S&P methodology, plus the
redemption amount with respect to any redeemable preferred stock of the
Borrower or any Subsidiaries required to be redeemed within the next twelve
(12) months.  Consolidated Funded Debt shall also include any Consolidated
Funded Debt which has been guaranteed by the Borrower or any Subsidiary or
which is supported by a letter of credit issued for the account of the Borrower
or any Subsidiary.

         "CONSOLIDATED FUNDED DEBT TO TOTAL CAPITALIZATION RATIO" shall mean
the ratio of Consolidated Funded Debt to Total Capitalization.

         "CONSOLIDATED INTEREST EXPENSE" shall mean, for any fiscal period of
Borrower, total interest expense (including without limitation, interest
expense attributable to capitalized leases) of Borrower and its Subsidiaries on
a consolidated basis.

         "CONSOLIDATED INCOME TAX EXPENSE" shall mean, for any fiscal period of
the Borrower, the aggregate of (i) all taxes based upon or measured by the
income of the Borrower and its Subsidiaries on a consolidated basis and (ii)
franchise taxes payable by the 





                                       4
<PAGE>   11

Borrower and its Subsidiaries on a consolidated basis, determined in 
accordance with GAAP.

         "CONSOLIDATED NET INCOME (LOSS)" shall mean, for any fiscal period of
Borrower, the consolidated net income (or loss) of Borrower and its
Subsidiaries for such period (taken as a single accounting period); provided
that there shall be excluded therefrom (i) any items of gain or loss, together
with any related provision for Taxes which were included in determining such
consolidated net income, resulting from the sale of assets other than in the
ordinary course of business; and (ii) the income (or loss) of any party accrued
prior to the date such party becomes a Subsidiary of Borrower or is merged into
or consolidated with Borrower or any of its Subsidiaries, or such party's
assets are acquired by the Borrower or any of its Subsidiaries.

         "CONSOLIDATED NET WORTH" shall mean, for any period of determination,
the net worth of the Borrower and its Subsidiaries on a consolidated basis,
determined in accordance with GAAP.

         "CONSOLIDATED RENTAL EXPENSE" shall mean for any fiscal period of
Borrower, total rental expense and operating lease expense of Borrower and its
Subsidiaries on a consolidated basis, determined in accordance with GAAP.

         "CONTRACTUAL OBLIGATION" of any Person shall mean any provision of any
agreement, instrument or undertaking under which such Person is obligated or by
which it or any of the property owned by it is bound.

         "CREDIT DOCUMENTS" shall mean, collectively, this Agreement, as
amended from time to time and the Notes.

         "CREDIT PARTIES" shall mean, collectively, each of the Borrower and
every other Person who from time to time executes a Credit Document who is
liable for all or any portion of the Obligations.

         "DEFAULT" shall mean any condition or event which, with notice or
lapse of time or both, would constitute an Event of Default.

         "DEFAULT RATE" shall mean the higher of (i) Base Rate plus two percent
(2%), or (ii) the interest rate otherwise applicable to said amount outstanding
plus two percent (2%), but in no event shall such interest rate exceed the
highest lawful rate.

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

         "ELIGIBLE ASSIGNEE" shall mean (i) a commercial bank organized under
the laws of the United States, or any state thereof, having total assets in
excess of $1,000,000,000.00 or any commercial finance or asset based lending
Affiliate of any




                                       5
<PAGE>   12

such commercial bank and (ii) any Lender or any Affiliate of any Lender.

         "ENVIRONMENTAL LAWS" shall mean all federal, state, local and foreign
statutes and codes or regulations, rules or ordinances issued, promulgated, or
approved thereunder, and having the force of laws, now or hereafter in effect
(including, without limitation, those with respect to asbestos or asbestos
containing material or exposure to asbestos or asbestos containing material),
relating to pollution or protection of the environment and relating to public
health and safety, including, without limitation, those imposing liability or
standards of conduct concerning (i) emissions, discharges, releases or
threatened releases of pollutants, contaminants, chemicals or industrial toxic
or hazardous materials, substances or wastes, including without limitation, any
Hazardous Substance, petroleum including crude oil or any fraction thereof, any
petroleum product or other waste, chemicals or substances regulated by any
Environmental Law into the environment (including without limitation, ambient
air, surface water, ground water, land surface or subsurface strata), or (ii)
the manufacture, processing, distribution, use, generation, treatment, storage,
disposal, transport or handling of any Hazardous Substance, petroleum including
crude oil or any fraction thereof, any petroleum product or other waste,
chemicals or substances regulated by any Environmental Law, and (iii)
underground storage tanks and related piping, and emissions, discharges and
releases or threatened releases therefrom, such Environmental Laws to include,
without limitation (i) the Clean Air Act (42 U.S.C. Section 7401 et seq.), (ii)
the Clean Water Act (33 U.S.C. Section 1251 et seq.), (iii) the Resource
Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), (iv) the Toxic
Substances Control Act (15 U.S.C. Section 2601 et seq.) and (v) the
Comprehensive Environmental Response Compensation and Liability Act, as amended
by the Superfund Amendments and Reauthorization Act (42 U.S.C. Section 9601 et
seq.).

         "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended and in effect from time to time.

         "ERISA AFFILIATE" shall mean, with respect to any Person, each trade
or business (whether or not incorporated) which is a member of a group of which
that Person is a member and which is under common control within the meaning of
the regulations promulgated under Section 414 of the Code.

         "EVENT OF DEFAULT" shall have the meaning set forth in Article IX.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute thereto.





                                       6
<PAGE>   13


         "EXTENSION OF CREDIT" shall mean the making of a Loan or the
conversion of a Loan of one Type into a Loan of another Type.

         "FEDERAL FUNDS RATE" shall mean for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with member banks of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business
Day) by the Federal Reserve Bank of Atlanta, or, if such rate is not so
published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent.

         "FEE LETTER" shall mean that certain engagement letter, dated April
23, 1997, entered into by and among the Agent, the Borrower and SunTrust
Capital Markets, Inc.

         "FINAL MATURITY DATE" shall mean the date on which all commitments
have been terminated and all amounts outstanding under this Agreement have been
declared or have automatically become due and payable pursuant to the
provisions of Article IX.

         "GAAP" shall mean generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination.

         "GUARANTEED INDEBTEDNESS" shall mean, as to any Person, any obligation
of such Person guaranteeing any indebtedness, lease, dividend, or other
obligation ("primary obligation") of any other Person (the "primary obligor")
in any manner including, without limitation, any obligation or arrangement of
such Person (a) to purchase or repurchase any such primary obligation, (b) to
advance or supply funds (i) for the purchase or payment of any such primary
obligation or (ii) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency or any balance sheet
condition of the primary obligor, (c) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such
primary obligation, or (d) to indemnify the owner of such primary obligation
against loss in respect thereof.

         "HAZARDOUS SUBSTANCES" has the meaning assigned to that term in
CERCLA.






                                       7
<PAGE>   14


         "INCIDENTAL CONTRACTS" shall mean those contracts to which a
Consolidated Company is a party or by which its assets are bound, and as to
which (i) the assets or services provided to the Consolidated Company under
said contract are not material, (ii) the assets or services so provided under
said contract are generic in nature and can readily be replaced on
substantially comparable terms, or (iii) the loss of said assets or services
would not have a Materially Adverse Effect.

         "INDEBTEDNESS" of any Person shall mean, without duplication (i) all
obligations of such Person which in accordance with GAAP would be shown on the
balance sheet of such Person as a liability (including, without limitation,
obligations for borrowed money and for the deferred purchase price of property
or services, and obligations evidenced by bonds, debentures, notes or other
similar instruments); (ii) all rental obligations under leases required to be
capitalized under GAAP; (iii) all Guaranteed Indebtedness of such Person
(including contingent reimbursement obligations under undrawn letters of
credit); (iv) Indebtedness of others secured by any Lien upon property owned by
such Person, whether or not assumed; and (v) obligations or other liabilities
under currency contracts, interest rate hedging contracts, or similar
agreements or combinations thereof.

         "INTERCOMPANY LOANS" shall mean, collectively, (i) the loans more
particularly described on Schedule 6.22 and (ii) those loans or other
extensions of credit made by any Consolidated Company to another Consolidated
Company satisfying the terms and conditions set forth in Section 8.1 or as may
otherwise be approved in writing by the Agent and the Required Lenders.

         "INTEREST PERIOD" shall mean (i) 1, 2, 3 or 6 months as selected by
the Borrower with respect to LIBOR Advances; (ii) thirty (30) days with respect
to Base Rate Advances; and (iii) any period of not more than 7 days as agreed
to in writing by the Borrower and the Agent with respect to Swingline Advances;
provided, that (a) the first day of an Interest Period must be a Business Day,
(b) any Interest Period that would otherwise end on a day that is not a
Business Day for LIBOR Loans shall be extended to the next succeeding Business
Day for LIBOR Loans, unless such Business Day falls in the next calendar month,
in which case the Interest Period shall end on the next preceding Business Day
for LIBOR Loans, and (c) Borrower may not elect an Interest Period which would
extend beyond the Termination Date.

         "INVESTMENT" shall mean, when used with respect to any Person, any
direct or indirect advance, loan or other extension of credit (other than the
creation of receivables in the ordinary course of business) or capital
contribution by such Person (by means of transfers of property to others or
payments for property or services for the account or use of others, or
otherwise) to any Person, or any direct or indirect purchase or other
acquisition by such Person of, or of a beneficial interest in,





                                       8
<PAGE>   15

capital stock, partnership interests, bonds, notes, debentures or other
securities issued by any other Person.

         "LENDER" or "LENDERS" shall mean SunTrust, the other banks and lending
institutions listed on the signature pages hereof and any lending institution
added as a Lender after the Closing Date, and each assignee thereof, if any,
pursuant to Section 11.6.

         "LENDING OFFICE" shall mean for each Lender the office such Lender may
designate in writing from time to time to Borrower and the Agent with respect
to each Type of Loan.

         "LIBOR" shall mean, for any Interest Period, the offered rates for
deposits in U.S. dollars for a period comparable to the Interest Period
appearing on the Reuters Screen LIBOR Page as of 11:00 a.m., London time, on
the day that is two London banking days prior to the first day of the Interest
Period.  If at least two such rates appear on the Reuters Screen LIBOR Page,
the rate for that Interest Period will be the arithmetic mean of such rates,
rounded, if necessary, to the next higher 1/16 of 1.0%; and in either case as
such rates may be adjusted for any applicable reserve requirements.  If the
foregoing rate is unavailable from the Reuters Screen for any reason, then such
rate shall be determined by the Agent from Telerate or, if such rate is also
unavailable on such service, then on any other interest rate reporting service
of recognized standing designated in writing by the Agent to Borrower and the
Lenders; in any such case rounded, if necessary, to the next higher 1/16 of
1.0%, if the rate is not such a multiple.

         "LIBOR ADVANCE" or "LIBOR LOAN" shall mean an Advance made or
outstanding as a Revolving Loan and bearing interest based on LIBOR plus the
Applicable Margin.

         "LIEN" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind or description and shall include,
without limitation, any agreement to give any of the foregoing, any conditional
sale or other title retention agreement, any capitalized lease in the nature
thereof including any lease or similar arrangement with a public authority
executed in connection with the issuance of industrial development revenue
bonds or pollution control revenue bonds, and the filing of or agreement to
give any financing statement under the Uniform Commercial Code of any
jurisdiction.

         "LOANS" shall mean, collectively, the Base Rate Loans, the LIBOR Loans
and the Swingline Loans.

         "MATERIALLY ADVERSE EFFECT" shall mean a material adverse effect upon,
or a material adverse change in, the (i) business, results of operations,
properties, or financial condition of the Consolidated Companies taken as a
whole, (ii) legality, validity, binding effect or enforceability of any Credit
Document, or (iii) 





                                       9
<PAGE>   16

ability of the Credit Parties (taken as a whole) to perform their obligations
under the Credit Documents.

         "MAXIMUM SWINGLINE AMOUNT" shall mean the maximum aggregate principal
amount of Swingline Loans which may be outstanding at any one time, which shall
be $15,000,000.00.

         "MOODY'S" shall mean Moody's Investors Service, Inc. and its
successors and assigns.

         "MULTIEMPLOYER PLAN" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

         "NON-USAGE FEE" shall mean the quarterly fee payable by the Borrower
in accordance with Section 4.5(c) hereof.

         "NOTE" OR "NOTES" shall mean, individually, or collectively, as the
context may require, any of the Revolving Credit Notes, either as originally
executed or as the same may be from time to time supplemented, modified,
amended, renewed, extended or replaced.

         "NOTICE OF BORROWING" shall have the meaning provided in Section 4.1.

         "NOTICE OF CONVERSION/CONTINUATION" shall have the meaning provided in
Section 4.1.

         "OBLIGATIONS" shall mean all amounts owing to the Agent or any Lender
pursuant to the terms of this Agreement or any other Credit Document, including
without limitation, all Loans (including all principal and interest payments
due thereunder), fees, expenses, indemnification and reimbursement payments,
indebtedness, liabilities, and obligations of the Credit Parties, direct or
indirect, absolute or contingent, liquidated or unliquidated, now existing or
hereafter arising, together with all renewals, extensions, modifications or
refinancings thereof.

         "PAYMENT OFFICE" shall mean the office of the Agent located at 200
South Orange Avenue, Orlando, Florida; or such other location as may be
designated by the Agent from time to time in writing.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation, and any
successor thereto.

         "PERSON" shall mean and shall include an individual, a partnership, a
joint venture, a corporation, a limited liability company, a trust, an
unincorporated association, a government or any department or agency thereof
and any other entity whatsoever.

         "PLAN" shall mean any employee benefit plan, program, arrangement,
practice or contract, maintained by or on behalf of 





                                       10
<PAGE>   17

the Borrower or an ERISA Affiliate, which provides benefits or compensation to
or on behalf of employees or former employees, whether formal or informal,
whether or not written, including but not limited to the following types of
plans:

                 (i)      Executive Arrangements - any bonus, incentive
compensation, stock option, deferred compensation, commission, severance,
"golden parachute", "rabbi trust", or other executive compensation plan,
program, contract, arrangement or practice;

                 (ii)     ERISA Plans - any "employee benefit plan" as defined
in Section 3(3) of ERISA), including, but not limited to, any defined benefit
pension plan, profit sharing plan, money purchase pension plan, savings or
thrift plan, stock bonus plan, employee stock ownership plan, Multiemployer
Plan, or any plan, fund, program, arrangement or practice providing for medical
(including post-retirement medical), hospitalization, accident, sickness,
disability, or life insurance benefits; and

                 (iii) Other Employee Fringe Benefits - any stock purchase,
vacation, scholarship, day care, prepaid legal services, severance pay or other
fringe benefit plan, program, arrangement, contract or practice.

         "PRO RATA SHARE" shall mean, with respect to the Commitment of each
Lender, each Loan to be made by and each payment (including, without
limitation, any payment of principal, interest or fees) to be made to each
Lender, the approximate percentage designated as such Lender's Pro Rata Share
of such Commitment, such Loans or such payments, as applicable, set forth under
the name of such Lender on the respective signature page for such Lender, in
each case as such Pro Rata Share may change from time to time as a result of
assignments or amendments made pursuant to this Agreement, rounded to the
nearest one tenth of one percent.

         "Q-LUBE" shall mean the DAP/LUBECO Partnership, a Nevada general
partnership, consisting of DAP/LUBECO Corp., a Nevada corporation and LUBECO
Management, Inc. as general partners and created pursuant to that certain
General Partnership Agreement, dated March 1, 1997.

         "REQUIRED LENDERS" shall mean, at any time, any three (3) or more
Lenders holding at least sixty-six and two-thirds percent (66-2/3%) of the
then aggregate amount of the Revolving Loan Commitments.

         "REQUIREMENT OF LAW" for any Person shall mean the articles or
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 





                                       11
<PAGE>   18

property or to which such Person or any of its property is subject.

         "REUTERS SCREEN" shall mean, when used in connection with any
designated page and LIBOR, the display page so designated on the Reuter Monitor
Money Rates Service (or such other page as may replace that page on that
service for the purpose of displaying rates comparable to LIBOR).

         "REVOLVING CREDIT NOTES" shall mean, collectively, the promissory
notes evidencing the Revolving Loans in substantially the form attached hereto
as Exhibit B, either as originally executed or as the same may from time to
time be supplemented, modified, amended, renewed, extended or replaced.

         "REVOLVING LOANS" shall mean, collectively, the revolving credit loans
made to Borrower by the Lenders pursuant to Article II.

         "REVOLVING LOAN COMMITMENT" shall mean, at any time for any Lender,
the amount of such commitment set forth opposite such Lender's name on the
signature pages hereof, as the same may be increased or decreased from time to
time as a result of any reduction thereof pursuant to Section 2.3, any increase
thereof pursuant to Section 2.4, any assignment thereof pursuant to Section
11.6, or any amendment thereof pursuant to Section 11.2, which amount shall
include such Lender's Revolving Loans.

         "S & P" shall mean the Standard & Poor's Corporation and its
successors and assigns.

         "SENIOR MANAGEMENT" shall mean with respect to any Person the Chief
Executive Officer, the President, the Executive Vice Presidents and the Chief
Financial Officer and any Person holding comparable offices or duties.

         "STOCKHOLDERS' EQUITY" shall mean, with respect to any Person as at
any date of determination, the stockholders' equity of such Person, determined
on a consolidated basis in conformity with GAAP.

         "SUBORDINATED DEBT" shall mean Indebtedness of Borrower and its
Subsidiaries subordinated to all obligations of Borrower and its Subsidiaries
or any other Credit Party arising under this Agreement and the Notes on terms
and conditions satisfactory in all respects to the Agent and the Required
Lenders, including without limitation, with respect to interest rates, payment
terms, maturities, amortization schedules, covenants, defaults, remedies, and
subordination provisions, as evidenced by the written approval of the Agent and
Required Lenders.

         "SUBSIDIARY" shall mean, with respect to any Person, any corporation
or other entity (including, without limitation,





                                       12
<PAGE>   19

partnerships, joint ventures, and associations) regardless of its jurisdiction
of organization or formation, at least a majority of the total combined voting
power of all classes of voting stock or other ownership interests of which
shall, at the time as of which any determination is being made, be owned by
such Person, either directly or indirectly through one or more other
Subsidiaries.

         "SWINGLINE ADVANCE" or "SWINGLINE LOAN" shall mean an Advance made or
outstanding as a Revolving Loan and made to Borrower by SunTrust pursuant to
Section 2.5.

         "SYNDICATE REVOLVING LOAN" shall mean, collectively, the Revolving
Loans made to Borrower hereunder.

         "TAXES" shall mean any present or future taxes, levies, imposts,
duties, fees, assessments, deductions, withholdings or other charges of
whatever nature, including without limitation, income, receipts, excise,
property, sales, transfer, license, payroll, withholding, social security and
franchise taxes now or hereafter imposed or levied by the United States, or any
state, local or foreign government or by any department, agency or other
political subdivision or taxing authority thereof or therein and all interest,
penalties, additions to tax and similar liabilities with respect thereto.

         "TELERATE" shall mean, when used in connection with any designated
page and "LIBOR," the display page so designated on the Dow Jones Telerate
Service (or such other page as may replace that page on that service for the
purpose of displaying rates comparable to "LIBOR").

         "TERMINATION DATE" shall mean the earlier of (a) July 1, 2000 or (b)
the occurrence of an Event of Default; or such later date as the Agent and the
Lenders, in their sole discretion, may agree to in writing.

         "TOTAL CAPITALIZATION" shall mean the sum of Consolidated Funded Debt
and Stockholders' Equity.

         "TOTAL COMMITMENT" shall mean the sum of the Lenders' Commitments as
such Total Commitment may be increased or reduced by voluntary reduction,
prepayment or nonrenewal of a Lender's Commitment as provided herein.

         "TYPE" of Borrowing shall mean a Borrowing consisting of Base Rate
Advances or LIBOR Advances.

         SECTION 1.2      ACCOUNTING TERMS AND DETERMINATION.  Unless otherwise
defined or specified herein, all accounting terms shall be construed herein,
all accounting determinations hereunder shall be made, all financial statements
required to be delivered hereunder shall be prepared, and all financial records
shall be maintained in accordance with GAAP.






                                       13
<PAGE>   20


         SECTION 1.3      OTHER DEFINITIONAL PROVISIONS.

                 (a)      Except as otherwise specified herein, references
herein to any agreement or contract defined or referred to herein shall be
deemed a reference to any such agreement or contract (and in the case of any
instrument, any other instrument issued in substitution therefor) as the terms
thereof may have been or may be amended, supplemented, waived or otherwise
modified from time to time.

         (b)     The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Article,
Section, Schedule, Exhibit and like references are to this Agreement unless
otherwise specified.

         (c)     The singular pronoun, when used in this Agreement, shall
include the plural and neuter shall include the masculine and the feminine.

         (d)     All terms defined in this Agreement shall have the defined
meanings when used in any Note or, except as otherwise expressly stated herein,
any certificate, opinion, or other document delivered pursuant hereto.

         SECTION 1.4      EXHIBITS AND SCHEDULES.  All Exhibits and Schedules
attached hereto are by reference made a part hereof.


                                   ARTICLE II

                                REVOLVING LOANS

         SECTION 2.1      COMMITMENT; USE OF PROCEEDS.

                 (a)  Subject to and upon the terms and conditions herein set
forth, each Lender severally agrees from time to time on and after the Closing
Date, but prior to the Termination Date, to make the Revolving Loans as
provided in this Section 2.1.  Borrower shall be entitled to repay and reborrow
Revolving Loans in accordance with the provisions hereof.

                 (b)  The sum of the aggregate unpaid principal amount of any
Lender's Revolving Loans outstanding shall not exceed at any time such Lender's
Revolving Loan Commitment.

                 (c)  The sum of the aggregate unpaid principal amount of all
Revolving Loans shall not exceed at any time the total Revolving Loan
Commitment for all Lenders.

                 (d)  Except as set forth below in Section 2.5, with respect to
Swingline Loans, each Revolving Loan shall, at the option of Borrower, be made
or continued as, or converted into, 




                                       14
<PAGE>   21

part of one or more Borrowings that shall consist entirely of Syndicate
Revolving Loans (as Base Rate Advances or LIBOR Advances).  The aggregate
principal amount of each Borrowing of Syndicate Revolving Loans comprised of
Base Rate Advances shall be not less than $1,000,000.00 or a greater integral
multiple of $100,000.00 and LIBOR Advances shall be not less than $5,000,000.00
or a greater integral multiple of $1,000,000.00.  At no time shall the number
of Borrowings of Syndicate Revolving Loans comprised of LIBOR Advances
outstanding under this Article II exceed eight (8); provided that, for the
purpose of determining the minimum amount for Borrowings resulting from
conversions or continuations, all Borrowings of Base Rate Advances under this
Facility shall be considered as one Borrowing.  In the case of SunTrust, its
obligation to make Syndicate Revolving Loans consisting of Base Rate Advances
and LIBOR Advances shall be reduced by the aggregate outstanding principal
amount of Swingline Advances from time to time.

                 (e)  Except as set forth below in Section 2.5 with respect to
Swingline Loans, the proceeds of Revolving Loans shall be used for working
capital and for other general corporate purposes of the Borrower, including
acquisitions, capital expenditures and to buy back stock of the Borrower.


         SECTION 2.2      NOTES; REPAYMENT OF PRINCIPAL.

                 (a)      Borrower's obligations to pay the principal of, and
interest on, the Syndicate Revolving Loans to each Lender shall be evidenced by
the records of the Agent and such Lender and by the Revolving Credit Note
payable to such Lender (or the assignor of such Lender) completed in conformity
with this Agreement.

                 (b)      All outstanding principal amounts under the Revolving
Loans shall be due and payable in full on the Termination Date.

         SECTION 2.3      VOLUNTARY REDUCTION OF REVOLVING LOAN COMMITMENTS.
Upon at least three (3) Business Days' prior telephonic notice (promptly
confirmed in writing) to the Agent, Borrower shall have the right, without
premium or penalty, to terminate the Revolving Loan Commitments, in part or in
whole, provided that (i) any such termination shall apply to proportionately
and permanently reduce the Revolving Loan Commitments of each of the Lenders,
(ii) any partial termination pursuant to this Section 2.3 shall be in an amount
of at least $10,000,000.00 and integral multiples of $1,000,000.00, and (iii)
no such reduction shall be permitted without payment of all costs required to
be paid hereunder with respect to a prepayment.  If the aggregate outstanding
amount of the Revolving Loans exceeds the amount of the Revolving Loan
Commitments as so reduced, Borrower shall immediately repay the Revolving Loans
for the ratable account of the Lenders by an amount equal to such excess,





                                       15
<PAGE>   22

together with all accrued but unpaid interest on such excess amount and any
amounts due under Section 4.12 hereof.

         SECTION 2.4      INCREASE OF REVOLVING LOAN COMMITMENTS.  Borrower
shall have the right, at any time during the term of this Agreement, to request
the increase of the Revolving Loan Commitments by an aggregate amount of
$25,000,000.00, to $200,000,000.00.  Any such request shall be in writing and
delivered to the Agent.  Upon approval of the request by all Lenders, the
Revolving Loan Commitments of each Lender shall be proportionately and
permanently increased, unless a new Lender or Lenders are added to address such
increase or unless agreed otherwise between the Borrower and the Lenders.  Such
increase shall be on the same terms and conditions as set forth in this
Agreement and Borrower shall execute and deliver to Agent and the Lenders such
documents as may reasonably be requested by Agent and the Lenders to evidence
such increase.  The Agent shall give the Borrower notice of whether or not the
request has been approved by all Lenders.

         SECTION 2.5      SWINGLINE LOANS.

                 (a)      Subject to and upon the terms and conditions herein
set forth, SunTrust agrees from time to time on and after the Closing Date, but
prior to the Termination Date, to make Swingline Loans to Borrower in an
aggregate principal amount outstanding at any time not to exceed the Maximum
Swingline Amount.

                 (b)      Each such Swingline Loan shall be made in the amounts
and at the times as may be mutually agreed upon from time to time by and
between the Borrower and SunTrust and shall bear interest at such rate or rates
as may be mutually agreed upon by and between the Borrower and SunTrust from
time to time for each Swingline Loan.

                 (c)      The proceeds of Swingline Loans shall be used for
working capital and for other general corporate purposes of the Borrower.

         SECTION 2.6      ADDITIONAL LENDERS.  In the event that financial
institutions other than those serving as Lenders on the Closing Date are added
as Lenders subsequent to the Closing Date, the Borrower and each such
additional Lender shall execute and deliver to the Agent an additional lender
certificate substantially in the form of Exhibit C.  No such financial
institution shall be added as a Lender without Borrower's prior written
consent.





                                       16
<PAGE>   23


                                  ARTICLE III

                                   [RESERVED]


                                   ARTICLE IV

                               GENERAL LOAN TERMS

         SECTION 4.1      FUNDING NOTICES.

                 (a)      Whenever Borrower desires to make a Borrowing with
respect to the Revolving Loan Commitments (other than one resulting from a
Swingline Advance pursuant to Section 2.5 or a conversion or continuation
pursuant to Section 4.1(b)), it shall give the Agent prior notice (if by
telephone, promptly confirmed in writing) of such Borrowing (a "Notice of
Borrowing"), such Notice of Borrowing to be given prior to 11:00 A.M. (local
time for the Agent) at its Payment Office (i) one Business Day prior to the
requested date of such Borrowing in the case of Revolving Loans comprised of
Base Rate Advances, and (ii) three Business Days prior to the requested date of
such Borrowing in the case of LIBOR Advances.  Notices received after 11:00
A.M. shall be deemed received on the next Business Day.  Each Notice of
Borrowing shall be irrevocable and shall specify the aggregate principal amount
of the Borrowing, the date of Borrowing (which shall be a Business Day),
whether the Borrowing is to consist of Base Rate Advances or LIBOR Advances and
(in the case of LIBOR Advances) the Interest Period to be applicable thereto. 
Swingline Advances shall be made by SunTrust from time to time upon such terms
and conditions as may be mutually agreed upon by and between the Borrower and
SunTrust from time to time for each such Swingline Loan.

                 (b)      Whenever Borrower desires to convert all or a portion
of an outstanding Borrowing under the Syndicate Revolving Loans, which
Borrowing consists of Base Rate Advances or LIBOR Advances, into one or more
Borrowings consisting of Advances of another Type, or to continue outstanding a
Borrowing consisting of LIBOR Advances for a new Interest Period, it shall give
the Agent at least three Business Days' prior notice (if by telephone, promptly
confirmed in writing) of each such Borrowing to be converted into or continued
as LIBOR Advances.  Such notice (a "Notice of Conversion/Continuation") shall
be given prior to 11:00 A.M. (local time for the Agent) on the date specified
at the Payment Office of the Agent.  Each such Notice of
Conversion/Continuation shall be irrevocable and shall specify the aggregate
principal amount of the Advances to be converted or continued, the date of such
conversion or continuation, whether the Advances are being converted into or
continued as Base Rate Advances or LIBOR Advances and (in the case of LIBOR
Advances) the Interest Period applicable thereto.  If, upon the expiration of
any Interest Period in respect of any Borrowing, Borrower





                                       17
<PAGE>   24

shall have failed to give a Notice of Conversion/Continuation, Borrower shall
be deemed to have elected to convert or continue such Borrowing to a Borrowing
consisting of Base Rate Advances.  So long as any Default or Event of Default
shall have occurred and be continuing, no Borrowing may be converted into or
continued (upon expiration of the current Interest Period) as LIBOR Advances. 
No conversion or continuation of any Borrowing of LIBOR Advances shall be
permitted except on the last day of the Interest Period in respect thereof.

                 (c)      The Agent and the Lenders may act without liability
upon the basis of any such notice given pursuant to this Section 4.1 reasonably
believed by the Agent or the Lender in good faith to be from Borrower in making
Loans hereunder or in continuing or converting Loans or Advances outstanding
hereunder.

                 (d)      The Agent shall promptly give each Lender notice by
telephone (confirmed in writing) or by telex, telecopy or facsimile
transmission of the matters covered by the notices given to the Agent pursuant
to this Section 4.1 with respect to the Revolving Credit Commitments.

                 (e)      Notwithstanding anything to the contrary contained
elsewhere in this Agreement, any notice given under this Section 4.1 shall be
given by the Borrower in accordance with reasonable written policies of the
Agent in effect from time to time and provided to the Borrower by the Agent,
which policies shall be binding on the Borrower.

         SECTION 4.2      DISBURSEMENT OF FUNDS.

                 (a)      No later than 1:00 p.m. (local time for the Agent) on
the date of each Borrowing pursuant to the Revolving Loan Commitments (other
than one resulting from a Swingline Advance pursuant to Section 2.5 or a
conversion or continuation pursuant to Section 4.1(b)), each Lender will make
available its Pro Rata Share of the amount of such Borrowing in immediately
available funds at the Payment Office of the Agent.  The Agent will make
available to Borrower the aggregate of the amounts (if any) so made available
by the Lenders to the Agent in a timely manner by crediting such amounts to
Borrower's demand deposit account maintained with the Agent or at Borrower's
option, to effect a wire transfer of such amounts to Borrower's account
specified by the Borrower, by the close of business on such Business Day.  In
the event that the Lenders do not make such amounts available to the Agent by
the time prescribed above, but such amount is received later that day, such
amount may be credited to Borrower in the manner described in the preceding
sentence on the next Business Day (with interest on such amount to begin
accruing hereunder on such next Business Day).

                 (b)      Unless the Agent shall have been notified by any
Lender prior to the date of a Borrowing that such Lender does not 





                                       18
<PAGE>   25

intend to make available to the Agent such Lender's portion of the Borrowing to
be made on such date, the Agent may assume that such Lender has made such
amount available to the Agent on such date and the Agent may make available to
Borrower a corresponding amount.  If such corresponding amount is not in fact
made available to the Agent by such Lender on the date of such Borrowing, the
Agent shall be entitled to recover such corresponding amount on demand from
such Lender together with interest at the Federal Funds Rate.  If such Lender
does not pay such corresponding amount forthwith upon the Agent's demand
therefor, the Agent shall promptly notify Borrower, and Borrower shall
immediately pay such corresponding amount to the Agent together with interest
at the rate specified for the Borrowing.  Nothing in this subsection shall be
deemed to relieve any Lender from its obligation to fund its Commitments
hereunder or to prejudice any rights which Borrower may have against any Lender
as a result of any default by such Lender hereunder.

                 (c)      All Borrowings under the Syndicate Revolving Loan
shall be loaned by the Lenders on the basis of their Pro Rata Share of the
Revolving Loan Commitments.  No Lender shall be responsible for any default by
any other Lender in its obligations hereunder, and each Lender shall be
obligated to make the Loans provided to be made by it hereunder, regardless of
the failure of any other Lender to fund its Commitments hereunder.

         SECTION 4.3      INTEREST.

                 (a)      Borrower agrees to pay interest in respect of all
unpaid principal amounts of the Revolving Loans from the respective dates such
principal amounts were advanced to maturity (whether by acceleration, notice of
prepayment or otherwise) at rates per annum (on the basis of a 360 day year)
equal to the applicable rates indicated below:

                          (i)    For Base Rate Advances--The Base Rate in
         effect from time to time;

                          (ii)   For LIBOR Advances--The applicable LIBOR plus
         the Applicable Margin.

                          (iii)  For Swingline Advances--The rate or rates
         which shall be mutually agreed upon from time to time by the Borrower
         and SunTrust for each such Swingline Loan or Advance.

                 (b)      Overdue principal (whether by non-payment at
scheduled due date, acceleration, notice of prepayment or otherwise) and, to
the extent not prohibited by applicable law, overdue interest, in respect of
the Revolving Loans and all other overdue amounts owing hereunder, shall bear
interest from each date that such amounts are overdue at the Default Rate.





                                       19
<PAGE>   26


                 (c)      Interest on each Loan shall accrue from and including
the date of such Loan to but excluding the date of any repayment thereof;
provided that, if a Loan is repaid on the same day made, one day's interest
shall be paid on such Loan.  Interest on all outstanding Base Rate Advances
shall be payable quarterly in arrears on the last calendar day of each quarter.
Interest on all outstanding LIBOR Advances shall be payable on the last day of
each Interest Period applicable thereto and, with respect to advances made for
an Interest Period longer that three (3) months, also on the last day of each
three (3) month period prior to the end of the Interest Period.  Interest on
all outstanding Swingline Advances shall be payable on the last day of each
Interest Period applicable thereto.  Interest on all Loans shall be payable on
any conversion of any Advances comprising such Loans into Advances of another
Type, prepayment (on the amount prepaid), at maturity (whether by acceleration,
notice of prepayment or otherwise) and, after maturity, on demand.

         SECTION 4.4      INTEREST PERIODS.  In connection with the making or
continuation of, or conversion into, each Syndicate Revolving Loan comprised of
LIBOR Advances, Borrower shall select an interest period (each an "Interest
Period") to be applicable to such LIBOR Advances, which Interest Period shall
be either a 1, 2, 3 or 6 month period; provided that:

                 (a)      The initial Interest Period for any Borrowing of
LIBOR Advances shall commence on the date of such Borrowing (including the date
of any conversion from a Borrowing consisting of Advances of another Type) and
each Interest Period occurring thereafter in respect of such Borrowing shall
commence on the day on which the next preceding Interest Period expires;

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

                 (c)      Any Interest Period in respect of LIBOR Advances
which begins on a day for which there is no numerically corresponding day in
the calendar month at the end of such Interest Period shall, subject to Section
4.4(d), below, expire on the last Business Day of such calendar month;

                 (d)      No Interest Period shall extend beyond any date upon
which any principal payment is due with respect to the Revolving Loans.






                                       20
<PAGE>   27

         SECTION 4.5      FEES.

                 (a)      Borrower shall pay to SunTrust Capital Markets, Inc.
on the Closing Date, any fees or expenses as required by the Fee Letter.

                 (b)      Commitment Fee.  On the Closing Date, Borrower shall
pay to the Agent, for the account of and distribution to each Lender, a
Commitment Fee as follows:

                          (i)      the amount required by the Fee Letter for
         the Agent;

                          (ii)     the amount of twelve and one-half basis
         points for each Co-Agent; and

                          (iii) the amount of ten basis points for each other
         Lender.

                 (c)      Non-Usage Fee.  Borrower shall pay to the Agent, for
the account of and ratable distribution to each Lender, a non-usage fee for the
period commencing on the Closing Date to and including the Termination Date, on
the average daily unused portions of the Revolving Loan Commitment of each
Lender, such fee being payable quarterly in arrears on the last calendar day of
each fiscal quarter of Borrower and on the Termination Date, computed at a rate
equal to the number of basis points designated below based on the Borrower's
Funded Debt to Total Capitalization Ratio ("FD/TC"), measured quarterly:


                                       FD/TC
            <20%                      >45% but >20%             >45%
                                               -                -

          10.00 bp                      12.50 bp               17.50 bp

provided, however, that adjustments, if any, to such commitment fee based on
changes in the Borrower's Funded Debt to Total Capitalization Ratio as set
forth above shall be calculated by the Agent quarterly, based upon the
Borrower's quarterly financial statements, beginning with the Borrower's
statements for the period ended March 4, 1997, and shall become effective on
the first Day of the next succeeding fiscal quarter following the date of such
calculation.

                 (d)  Annual Administrative Fee.  Borrower shall pay to the
Agent an annual administrative fee, in advance, as set forth in the Fee Letter.






                                       21
<PAGE>   28


         SECTION 4.6      VOLUNTARY PREPAYMENTS OF BORROWINGS.

                 (a)      Borrower may, at its option, prepay Borrowings
consisting of Base Rate Advances at any time in whole, or from time to time in
part, in amounts aggregating $1,000,000.00 or any greater integral multiple of
$100,000.00, by paying the principal amount to be prepaid together with
interest accrued and unpaid thereon to the date of prepayment.  Those
Borrowings consisting of LIBOR Advances may be prepaid, at Borrower's option,
in whole, or from time to time in part, in the respective minimum amounts set
forth in this Section 4.6(a) by paying the principal amount to be prepaid,
together with interest accrued and unpaid thereon to the date of prepayment,
and all compensation payments pursuant to Section 4.12 if such prepayment is
made on a date other than the last day of an Interest Period applicable
thereto.  Each such optional prepayment shall be applied in accordance with
Section 4.6(c) below.

                 (b)      Borrower shall give written notice (or telephonic
notice confirmed in writing) to the Agent of any intended prepayment of the
Revolving Loans not less than two Business Days prior to any prepayment.  Such
notice, once given, shall be irrevocable.  Upon receipt of such notice of
prepayment pursuant to the first sentence of this paragraph (b), the Agent
shall promptly notify each Lender of the contents of such notice and of such
Lender's share of such prepayment.

                 (c)      Borrower, when providing notice of prepayment
pursuant to Section 4.6(b) may designate the Types of Advances and the specific
Borrowing or Borrowings which are to be prepaid, provided that (i) if any
prepayment of LIBOR Advances made pursuant to a single Borrowing of the
Revolving Loans shall reduce the outstanding Advances made pursuant to such
Borrowing to an amount less than $1,000,000.00, such Borrowing shall
immediately be converted into Base Rate Advances; and (ii) each prepayment made
pursuant to a single Borrowing shall be applied pro rata among the Loans
comprising such Borrowing.

         SECTION 4.7      PAYMENTS, ETC.

                 (a)      Except as otherwise specifically provided herein, all
payments under this Agreement and the other Credit Documents shall be made
without defense, set-off or counterclaim to the Agent, not later than 1:00 p.m.
(local time for the Agent) on the date when due and shall be made in Dollars in
immediately available funds at the respective Payment Office.

                 (b)      (i)     All such payments shall be made free and
clear of and without deduction or withholding for any Taxes in respect of this
Agreement, the Notes or other Credit Documents, or any payments of principal,
interest, fees or other amounts payable hereunder or thereunder (but excluding
any Taxes imposed on the overall net income of the Lenders).  If any Taxes are
so





                                       22
<PAGE>   29

levied or imposed, Borrower agrees (A) to pay the full amount of such Taxes,
and such additional amounts as may be necessary so that every net payment of
all amounts due hereunder and under the Notes and other Credit Documents, after
withholding or deduction for or on account of any such Taxes (including
additional sums payable under this Section 4.7), will not be less than the full
amount provided for herein had no such deduction or withholding been required,
(B) to make such withholding or deduction and (C) to pay the full amount
deducted to the relevant authority in accordance with applicable law.  Borrower
will furnish to the Agent and each Lender, within 30 days after the date the
payment of any Taxes is due pursuant to applicable law, certified copies of tax
receipts evidencing such payment by Borrower.  Borrower will indemnify and hold
harmless the Agent and each Lender and reimburse the Agent and each Lender upon
written request for the amount of any Taxes so levied or imposed and paid by
the Agent or Lender and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
were correctly or illegally asserted.  A certificate as to the amount of such
payment by such Lender or the Agent, absent manifest error, shall be final,
conclusive and binding for all purposes.

                          (ii)    Each Lender that is organized under the laws
of any jurisdiction other than the United States of America or any State
thereof (including the District of Columbia) agrees to furnish to Borrower and
the Agent, prior to the time it becomes a Lender hereunder, two copies of
either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue
Service Form 1001 or any successor forms thereto (wherein such Lender claims
entitlement to complete exemption from or reduced rate of U.S. Federal
withholding tax on interest paid by Borrower hereunder) and to provide to
Borrower and the Agent a new Form 4224 or Form 1001 or any successor forms
thereto if any previously delivered form is found to be incomplete or incorrect
in any material respect or upon the obsolescence of any previously delivered
form; provided, however, that no Lender shall be required to furnish a form
under this paragraph (ii) if it is not entitled to claim an exemption from or a
reduced rate of withholding under applicable law.  A Lender that is not
entitled to claim an exemption from or a reduced rate of withholding under
applicable law, promptly upon written request of Borrower, shall so inform
Borrower in writing.

                 (c)      Whenever any payment to be made hereunder or under
any Note 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 and,
with respect to payments of principal, interest thereon shall be payable at the
applicable rate during such extension.

                 (d)      All computations of interest and fees shall be made
on the basis of a year of 360 days for the actual number of 






                                       23
<PAGE>   30

days (including the first day but excluding the last day) occurring in the
period for which such interest or fees are payable (to the extent computed on
the basis of days elapsed).  Interest on Base Rate Advances shall be calculated
based on the Base Rate from and including the date of such Loan to but
excluding the date of the repayment or conversion thereof.  Interest on LIBOR
Advances shall be calculated as to each Interest Period from and including the
first day thereof to but excluding the last day thereof.

                 (e)      Payment by Borrower to the Agent in accordance with
the terms of this Agreement shall, as to Borrower, constitute payment to the
Lenders under this Agreement.

                 (f)      Application of Payments.  Except as hereinafter set
forth with respect to Swingline Loans, all payments made on the Notes shall be
applied (i) first to any accrued but unpaid fees as set forth in Section 4.5,
(ii) next, to interest accrued to the date of payment, (iii) next, to any
compensation payments pursuant to Section 4.12, if applicable, and (iv) then to
the unpaid principal balance; provided, however, in the event an Event of
Default occurs and is continuing, payments shall be applied first to any costs
or expenses, including reasonable attorneys' fees that the Agent or any of the
Lenders may incur in exercising their rights under this Agreement or the other
Credit Documents.  All payments made on Swingline Loans shall be applied as
determined by SunTrust in its sole and absolute discretion.

         SECTION 4.8      INTEREST RATE NOT ASCERTAINABLE, ETC.  In the event
that the Agent shall have determined (which determination shall be made in good
faith and, absent manifest error, shall be final, conclusive and binding upon
all parties) that on any date for determining LIBOR for any Interest Period, by
reason of any changes arising after the date of this Agreement, adequate and
fair means do not exist for ascertaining LIBOR then, and in any such event, the
Agent shall forthwith give notice (by telephone confirmed in writing) to
Borrower and to the Lenders of such determination and a summary of the basis
for such determination.  Until the Agent notifies Borrower that the
circumstances giving rise to the suspension described herein no longer exist,
the obligations of the Lenders to make or permit portions of the Revolving
Loans to remain outstanding past the last day of the then current Interest
Periods as LIBOR Advances shall be suspended, and such affected Advances shall
bear the same interest as Base Rate Advances.

         SECTION 4.9      ILLEGALITY.

                 (a)      In the event that any Lender shall have determined
(which determination shall be made in good faith and, absent manifest error,
shall be final, conclusive and binding upon all parties) at any time that the
making or continuance of any LIBOR Advance has become unlawful or impractical
by compliance by such 





                                       24
<PAGE>   31

Lender in good faith with any applicable law, governmental rule, regulation,
guideline or order (whether or not having the force of law and whether or not
failure to comply therewith would be unlawful), then, in any such event, the
Lender shall give prompt notice (by telephone confirmed in writing) to Borrower
and to the Agent of such determination and a summary of the basis for such
determination (which notice the Agent shall promptly transmit to the other
Lenders).

                 (b)      Upon the giving of the notice to Borrower referred to
in subsection (a) above, (i) Borrower's right to request and such Lender's
obligation to make LIBOR Advances shall be immediately suspended, and such
Lender shall make an Advance as part of the requested Borrowing of LIBOR
Advances as a Base Rate Advance, which Base Rate Advance shall, for all other
purposes, be considered part of such Borrowing, and (ii) if the affected LIBOR
Advance or Advances are then outstanding, Borrower shall immediately, or if
permitted by applicable law, no later than the date permitted thereby, upon at
least one Business Day's written notice to the Agent and the affected Lender,
convert each such Advance into an Advance or Advances of a different Type with
an Interest Period ending on the date on which the Interest Period applicable
to the affected LIBOR Advances expires, provided that if more than one Lender
is affected at any time, then all affected Lenders must be treated the same
pursuant to this Section 4.9(b).

         SECTION 4.10     INCREASED COSTS.

                 (a)      If, by reason of (i) after the date hereof, the
introduction of or any change (including, without limitation, any change by way
of imposition or increase of reserve requirements) in or in the interpretation
of any law or regulation, or (ii) the compliance with any guideline or request
from any central bank or other governmental authority or quasi-governmental
authority exercising control over banks or financial institutions generally
(whether or not having the force of law):

                          (1)     any Lender (or its applicable Lending Office)
                 shall be subject to any tax, duty or other charge with respect
                 to its LIBOR Advances or its obligation to make LIBOR
                 Advances, or the basis of taxation of payments to any Lender
                 of the principal of or interest on its LIBOR Advances or its
                 obligation to make LIBOR Advances shall have changed (except
                 for changes in the tax on the overall net income of such
                 Lender or its applicable Lending Office); or

                          (2)     any reserve (including, without limitation,
                 any imposed by the Board of Governors of the Federal Reserve
                 System), special deposit or similar requirement against assets
                 of, deposits with or for the account of, or credit extended
                 by, any Lender's applicable Lending 





                                       25
<PAGE>   32

                 Office shall be imposed or deemed applicable or any other
                 condition affecting its LIBOR Advances or its obligation to
                 make LIBOR Advances shall be imposed on any Lender or its
                 applicable Lending Office or the London interbank market or
                 the United States secondary certificate of deposit market;

and as a result thereof there shall be any increase in the cost to such Lender
of agreeing to make or making, funding or maintaining LIBOR Advances, or there
shall be a reduction in the amount received or receivable by such Lender or its
applicable Lending Office, then Borrower shall from time to time (subject, in
the case of certain Taxes, to the applicable provisions of Section 4.7(b)),
upon written notice from and demand by such Lender on Borrower (with a copy of
such notice and demand to the Agent), pay to the Agent for the account of such
Lender within five Business Days after the date of such notice and demand,
additional amounts sufficient to indemnify such Lender against such increased
cost.  A certificate as to the amount of such increased cost, submitted to
Borrower and the Agent by such Lender in good faith and accompanied by a
statement prepared by such Lender describing in reasonable detail the basis for
and calculation of such increased cost, shall, except for manifest error, be
final, conclusive and binding for all purposes.

                 (b)      If any Lender shall advise the Agent that at any
time, because of the circumstances described in clauses (i) or (ii) in
paragraph 4.10(a) above or any other circumstances beyond such Lender's control
arising after the date of this Agreement affecting such Lender or the London
interbank market or such Lender's position in such market, LIBOR as determined
by the Agent will not adequately and fairly reflect the cost to such Lender of
funding its LIBOR Advances, then, and in any such event:

                          (i)     the Agent shall forthwith give notice (by
telephone confirmed in writing) to Borrower and to the other Lenders of such
advice;

                          (ii)    Borrower's right to request and such Lender's
obligation to make or permit portions of the Loans to remain outstanding past
the last day of the then current Interest Periods as LIBOR Advances shall be
immediately suspended; and

                          (iii)   such Lender shall make a Loan as part of the
requested Borrowing of LIBOR Advances as a Base Rate Advance, which such Base
Rate Advance shall, for all other purposes, be considered part of such
Borrowing.

         SECTION 4.11     LENDING OFFICES.

                 (a)      Each Lender agrees that, if requested by Borrower, it
will use reasonable efforts (subject to overall policy 





                                       26
<PAGE>   33

considerations of such Lender) to designate an alternate Lending Office with
respect to any of its LIBOR Advances affected by the matters or circumstances
described in Sections 4.7(b), 4.8, 4.9 or 4.10 to reduce the liability of
Borrower or avoid the results provided thereunder, so long as such designation
is not disadvantageous to such Lender as determined by such Lender, which
determination if made in good faith, shall be conclusive and binding on all
parties hereto.  Nothing in this Section 4.11 shall affect or postpone any of
the obligations of Borrower or any right of any Lender provided hereunder.

                 (b)      If any Lender that is organized under the laws of any
jurisdiction other than the United States of America or any State thereof
(including the District of Columbia) issues a public announcement with respect
to the closing of its lending offices in the United States such that any
withholdings or deductions and additional payments with respect to Taxes may be
required to be made by Borrower thereafter pursuant to Section 4.7(b), such
Lender shall use reasonable efforts to furnish Borrower notice thereof as soon
as practicable thereafter; provided, however, that no delay or failure to
furnish such notice shall in any event release or discharge Borrower from its
obligations to such Lender pursuant to Section 4.7(b) or otherwise result in
any liability of such Lender.

         SECTION 4.12     FUNDING LOSSES.  Borrower shall compensate each
Lender, upon its written request to Borrower (which request shall set forth the
basis for requesting such amounts in reasonable detail and which request shall
be made in good faith), for all losses, expenses and liabilities (including,
without limitation, any interest paid by such Lender to lenders of funds
borrowed by it to make or carry its LIBOR Advances, in either case to the
extent not recovered by such Lender in connection with the reemployment of such
funds and including loss of anticipated profits), which the Lender may sustain:
(i) if for any reason (other than a default by such Lender) a borrowing of, or
conversion to or continuation of, LIBOR Advances to Borrower does not occur on
the date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation (whether or not withdrawn), (ii) if any repayment
(including mandatory prepayments and any conversions pursuant to Section
4.9(b)) of any LIBOR Advances to Borrower occurs on a date which is not the
last day of an Interest Period applicable thereto, or (iii) if, for any reason,
Borrower defaults in its obligation to repay its LIBOR Advances when required
by the terms of this Agreement.

         SECTION 4.13     ASSUMPTIONS CONCERNING FUNDING OF LIBOR ADVANCES.
Calculation of all amounts payable to a Lender under this Article IV shall be
made as though that Lender had actually funded its relevant LIBOR Advances
through the purchase of deposits in the relevant market bearing interest at the
rate applicable to such LIBOR Advances in an amount equal to the 





                                       27
<PAGE>   34

amount of the LIBOR Advances and having a maturity comparable to the relevant
Interest Period and through the transfer of such LIBOR Advances from an
offshore office of that Lender to a domestic office of that Lender in the
United States of America; provided, however, that each Lender may fund each of
its LIBOR Advances in any manner it sees fit and the foregoing assumption shall
be used only for calculation of amounts payable under this Article IV.

         SECTION 4.14     APPORTIONMENT OF PAYMENTS.  Aggregate principal and
interest payments in respect of Loans and payments in respect of facility fees
and commitment fees shall be apportioned among all outstanding Commitments and
Loans to which such payments relate, proportionately to the Lenders' respective
pro rata portions of such Commitments and outstanding Loans.  The Agent shall
promptly distribute to each Lender at its payment office set forth beside its
name on the appropriate signature page hereof or such other address as any
Lender may request its share of all such payments received by the Agent.

         SECTION 4.15     SHARING OF PAYMENTS, ETC.  If any Lender shall obtain
any payment or reduction (including, without limitation, any amounts received
as adequate protection of a deposit treated as cash collateral under the
Bankruptcy Code) of the Obligations (whether voluntary, involuntary, through
the exercise of any right of set-off, or otherwise) in excess of its pro rata
portion of payments or reductions on account of such obligations obtained by
all the Lenders, such Lender shall forthwith (i) notify each of the other
Lenders and Agent of such receipt, and (ii) purchase from the other Lenders
such participations in the affected obligations as shall be necessary to cause
such purchasing Lender to share the excess payment or reduction, net of costs
incurred in connection therewith, ratably with each of them, provided that if
all or any portion of such excess payment or reduction is thereafter recovered
from such purchasing Lender or additional costs are incurred, the purchase
shall be rescinded and the purchase price restored to the extent of such
recovery or such additional costs, but without interest unless the Lender
obligated to return such funds is required to pay interest on such funds.
Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 4.15 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of Borrower in the amount of such participation.

         SECTION 4.16     CAPITAL ADEQUACY.     Without limiting any other 
provision of this Agreement, in the event that any Lender shall have determined
that any law, treaty, governmental (or quasi-governmental) rule, regulation,
guideline or order regarding capital adequacy not currently in effect or fully
applicable as of the Closing Date, or any change therein or in the 





                                       28
<PAGE>   35

interpretation or application thereof after the Closing Date, or compliance by
such Lender with any request or directive regarding capital adequacy not
currently in effect or fully applicable as of the Closing Date (whether or not
having the force of law and whether or not failure to comply therewith would be
unlawful) from a central bank or governmental authority or body having
jurisdiction, does or shall have the effect of reducing the rate of return on
such Lender's capital as a consequence of its obligations hereunder to a level
below that which such Lender could have achieved but for such law, treaty,
rule, regulation, guideline or order, or such change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy) by an
amount deemed by such Lender to be material, then within ten (10) Business Days
after written notice and demand by such Lender (with copies thereof to the
Agent), Borrower shall from time to time pay to such Lender additional amounts
sufficient to compensate such Lender for such reduction to the extent imposed
generally on other borrowers from Lender who have similar extensions of credit
(but, in the case of outstanding Base Rate Advances, without duplication of any
amounts already recovered by such Lender by reason of an adjustment in the 
applicable Base Rate).

         SECTION 4.17     RETURN OF PAYMENTS.  If the Agent shall be required
by any court, trustee or debtor-in-possession or other person to return any
amount previously received by it in respect of the obligations under this
Agreement, upon receipt of notice from it, each Lender shall immediately pay
over to it, such Lender's Pro Rata Share of the amount to be returned.


                                   ARTICLE V

                            CONDITIONS TO BORROWINGS

         The obligations of each Lender to make Advances to Borrower hereunder
is subject to the satisfaction of the following conditions:

         SECTION 5.1      CONDITIONS PRECEDENT TO INITIAL LOANS.  At the time
of the making of the initial Loans hereunder on the Closing Date, all
obligations of Borrower hereunder incurred prior to the initial Loans
(including, without limitation, Borrower's obligations to reimburse the
reasonable fees and expenses of counsel to the Agent and any fees and expenses
payable to the Agent and the Lenders as previously agreed with Borrower), shall
have been paid in full, and the Agent shall have received the following, in
form and substance reasonably satisfactory in all respects to the Agent:

                 (a)      the duly executed counterparts of this Agreement;





                                       29
<PAGE>   36

                 (b)      the duly completed Revolving Notes evidencing the
Revolving Loan Commitments;

                 (c)      certificate of Borrower in substantially the form of
Exhibit D attached hereto and appropriately completed;

                 (d)      certificate of the Secretary or Assistant Secretary
of the Borrower, attaching and certifying copies of the resolutions of the
boards of directors of the Borrower, authorizing as applicable the execution,
delivery and performance of the Credit Documents;

                 (e)      certificate of the Secretary or an Assistant
Secretary of the Borrower certifying (i) the name, title and true signature of
each officer of the Borrower executing the Credit Documents, and (ii) the
articles of incorporation and the bylaws or comparable governing documents of
the Borrower;

                 (f)      copies of all documents and instruments, including
all consents, authorizations and filings, required or advisable under any
Requirement of Law or by any material Contractual Obligation of the Borrower,
in connection with the execution, delivery, performance, validity and
enforceability of the Credit Documents and the other documents to be executed
and delivered hereunder, and such consents, authorizations, filings and orders
shall be in full force and effect and all applicable waiting periods shall have
expired;

                 (g)      certified copies of indentures, credit agreements,
leases, capital leases, instruments, and other documents evidencing or securing
Consolidated Funded Debt of the Borrower described on Schedule 6.13, in any
single case in an amount not less than $1,000,000.00;

                 (h)      certificates, reports and other information as the
Agent may reasonably request from the Borrower in order to satisfy the Lenders
as to the absence of any material liabilities or obligations not disclosed in
writing to the Agent arising from matters relating to employees of the
Borrower, including employee relations, collective bargaining agreements,
Plans, and other compensation and employee benefit plans;

                 (i)      certificates, reports, environmental audits and
investigations, and other information as the Agent may reasonably request from
the Borrower in order to satisfy the Lenders as to the absence of any material
liabilities or obligations under Environmental Laws which could reasonably be
expected to have a Materially Adverse Effect;

                 (j)      certificates, reports and other information as the
Agent may reasonably request from the Borrower in order to satisfy the Lenders
as to the absence of any material liabilities or obligations arising from
litigation (including without 





                                       30
<PAGE>   37

limitation, products liability, patent infringement and malpractice claims)
pending or threatened against the Borrower other than as disclosed in writing
to the Agent;

                 (k)      a summary, set forth in format and detail reasonably
acceptable to the Agent, of the types and amounts of insurance (property and
liability) maintained by the Borrower;

                 (l)      the favorable opinion of Trenam, Kemker, Scharf,
Barkin, Frye, O'Neill & Mullis, P.A., counsel to the Borrower, substantially in
the form of Exhibit E addressed to the Agent and each of the Lenders;

                 (m)      financial statements of Borrower and its
Subsidiaries, on a consolidated basis, for the fiscal year ended May 28, 1996;
and

                 (n)      financial statements (or Form 10-Q's with exhibits)
of Borrower and its Subsidiaries for each of the first three fiscal quarters in
the fiscal year beginning May 29, 1996.

In addition to the foregoing, the following conditions shall have been
satisfied or shall exist, all to the satisfaction of the Agent, as of the time
the initial Loans are made hereunder:

                 (o)  payment in full and termination of all outstanding senior
indebtedness of the Borrower and the release of any liens securing the same,
including, without limitation, the Borrower's existing credit facilities with
SunTrust, NationsBank of Florida, N.A. and Barnett Bank of Central Florida,
N.A.; provided, however, the following indebtedness may remain outstanding:
(i) the Capitalized Lease Obligations described on Schedule 6.7; and (ii) the
installment notes described on Schedule 6.13;

                 (p)      the Loans to be made on the Closing Date and the use
of proceeds thereof shall not contravene, violate or conflict with, or involve
the Agent or any Lender in a violation of, any law, rule, injunction, or
regulation, or determination of any court of law or other governmental
authority;

                 (q)      all corporate proceedings and all other legal matters
in connection with the authorization, legality, validity and enforceability of
the Credit Documents shall be reasonably satisfactory in form and substance to
the Lenders;

                 (r)      the status of all pending and threatened litigation
(including, without limitation, products liability and patent claims) described
on Schedule 6.5, including a description of any damages sought and the claims
constituting the basis therefor, shall have been reported in writing to the
Agent, the Agent shall have reported such matters to the Lenders, and the
Lenders shall be satisfied with such status; and





                                       31
<PAGE>   38

                 (s)      the Agent shall have received the Commitment Fee as
required pursuant to Section 4.5(b) hereof and the other initial fees as
required by the Fee Letter shall have been paid.

         SECTION 5.2      CONDITIONS TO ALL LOANS.  At the time of the making
of all Loans (before as well as after giving effect to such Loans and to the
proposed use of the proceeds thereof), the following conditions shall have been
satisfied or shall exist:

                 (a)      there shall exist no Default or Event of Default;

                 (b)      all representations and warranties by Borrower
contained herein shall be true and correct in all material respects with the
same effect as though such representations and warranties had been made on and
as of the date of such Loans (except to the extent that such representations
and warranties expressly relate to an earlier date or are affected by
transactions permitted under this Agreement);

                 (c)      since the date of the most recent financial
statements of the Consolidated Companies described in Section 6.3, there shall
have been no change which has had or could reasonably be expected to have a
Materially Adverse Effect other than those disclosed in the Schedules to this
Agreement;

                 (d)      there shall be no action or proceeding instituted or
pending before any court or other governmental authority or, to the knowledge
of Borrower, threatened (i) which is reasonably likely to have a Materially
Adverse Effect, or (ii) seeking to prohibit or restrict one or more Credit
Party's ownership or operation of any portion of its business or assets, or to
compel one or more Credit Party to dispose of or hold separate all or any
portion of its businesses or assets, where such portion or portions of such
business(es) or assets, as the case may be, constitute a material portion of
the total businesses or assets of the Consolidated Companies (notwithstanding
anything to the contrary contained in this subsection, the Lenders are aware of
the Airgas Litigation and the related investigations referenced on Schedule 6.5
and so long as the Borrower's liability, or potential liability, thereunder
shall not reasonably be considered to exceed $70,000,000.00, the existence of
the Airgas Litigation and such related investigations shall not constitute a
Default or Event of Default under this Agreement);

                 (e)      the Loans to be made and the use of proceeds thereof
shall not contravene, violate or conflict with, or involve the Agent or any
Lender in a violation of, any law, rule, injunction, or regulation, or
determination of any court of law or other governmental authority applicable to
Borrower;

                 (f)      the Agent shall have received such other documents,
certificates, notices, opinions or other information, including, but not
limited to a Notice of Borrowing, or legal





                                       32
<PAGE>   39

opinions as the Agent or any Lender may reasonably request, all in form and
substance reasonably satisfactory to the Agent; and

                 (g)      the Agent shall have received the Non-Usage Fee as
and when due.

Each request for a Borrowing and the acceptance by Borrower of the proceeds
thereof shall constitute a representation and warranty by Borrower, as of the
date of the Loans comprising such Borrowing, that the applicable conditions
specified in Sections 5.1 and 5.2 have been satisfied.


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         Borrower represents, warrants and covenants to Lenders that:

         SECTION 6.1      ORGANIZATION AND QUALIFICATION.  Borrower is a
corporation duly organized and existing in active status under the laws of the
State of Florida.  Each Subsidiary of Borrower is a corporation duly organized
and existing under the laws of the jurisdiction of its incorporation.  Borrower
and each of its Subsidiaries are duly qualified to do business as a foreign
corporation and in good standing or active status in each jurisdiction in which
the character of its properties or the nature of its business makes such
qualification necessary, except for such jurisdictions in which a failure to
qualify to do business would not have a Materially Adverse Effect.  Borrower
and each of its Subsidiaries have the corporate power to own its properties and
to carry on its business as now being conducted.  Schedule 6.12 hereto sets
forth the jurisdiction of incorporation or organization, and the ownership of
each Subsidiary of the Borrower.

         SECTION 6.2      CORPORATE AUTHORITY.  The execution and delivery by
Borrower of and the performance by Borrower of its obligations under the Credit
Documents have been duly authorized by all requisite corporate action and all
requisite shareholder action, if any, on the part of Borrower and do not and
will not (i) violate any provision of any law, rule or regulation, any
judgment, order or ruling of any court or governmental agency, the
organizational papers or bylaws of Borrower, or, except for any Incidental
Contracts, any indenture, agreement or other instrument to which Borrower is a
party or by which Borrower or any of its properties is bound, or (ii) except
for any Incidental Contracts, be in conflict with, result in a breach of, or
constitute with notice or lapse of time or both a default under any such
indenture, agreement or other instrument.

         SECTION 6.3      FINANCIAL STATEMENTS.  Borrower has furnished Lenders
with the following financial statements, identified by 





                                       33
<PAGE>   40

the Chief Financial Officer of Borrower:  audited balance sheet of the Borrower
as at May 28, 1996, and audited statement of income and consolidated statement
of stockholders' equity of Borrower for the fiscal year ended on such date
certified by Ernst & Young, LLP, Certified Public Accountants and internally
prepared financial statements for the fiscal quarters ended August 27, 1996,
November 26, 1996 and March 4, 1997.  Such financial statements (including any
related schedules and notes) are true and correct in all material respects,
have been prepared in accordance with generally accepted accounting principles
consistently applied throughout the period or periods in question (subject as
to interim statements, to omissions or condensations as stated in the notes
thereto, and to changes resulting from audits and year end adjustments) and
show, in the case of audited statements, all liabilities, direct or contingent,
of Borrower required to be shown in accordance with generally accepted
accounting principles consistently applied throughout the period or periods in
question and fairly present in all material respects the consolidated financial
position and the consolidated results of operations of Borrower for the periods
indicated therein.  There has been no change in the business, condition or
operations, financial or otherwise, of Borrower since March 4, 1997 which is
reasonably likely to have a Materially Adverse Effect.

         SECTION 6.4      TAX RETURNS.  Except as set forth on Schedule 6.4,
the Borrower has filed all federal, state and other tax returns and reports
which, to the best knowledge of the Senior Management of Borrower, are required
to be filed, and has paid all taxes as shown on said returns and all other
taxes, assessments, fees and other governmental charges upon Borrower or upon
any of the properties, assets, incomes or franchises of Borrower, to the extent
that such taxes, assessments, fees and other governmental charges have become
due or except such as are being contested in good faith by appropriate
proceedings for which adequate reserves have been established in accordance
with GAAP and/or except where the unfiled returns and unpaid Taxes relate to
aggregate unpaid state or local Taxes no greater than $500,000.00 in the
aggregate.

         SECTION 6.5      ACTIONS PENDING.  Except as disclosed on Schedule 6.5
hereto, there is no action, suit, investigation or proceeding pending or, to
the knowledge of Borrower, threatened against or affecting Borrower or any of
its properties or rights, by or before any court, arbitrator or administrative
or governmental body, which could reasonably be expected to result in any
Materially Adverse Effect.

         SECTION 6.6      REPRESENTATIONS; NO DEFAULTS.  At the time of each
Extension of Credit there shall exist no Default or Event of Default.




                                       34
<PAGE>   41

         SECTION 6.7      TITLE TO PROPERTIES; CAPITALIZED LEASES.  Except for
Liens described in Section 8.2(h) and that portion of Borrower's assets to
which it does not have marketable title (calculated at cost or market value,
whichever is higher), all of which may have an aggregate value up to
$3,000,000.00, the Borrower has (i) good and marketable fee simple title to its
respective real properties (other than real properties which it leases from
others), including such real properties reflected in the balance sheet of
Borrower described in Section 6.3 above (other than real properties disposed of
in the ordinary course of business), subject to no Lien of any kind except
Liens set forth on Schedule 8.2 or permitted by Section 8.2 and (ii) good title
to all of its other respective properties and assets (other than properties and
assets which it leases from others), including the other properties and assets
reflected in the balance sheet of Borrower described in Section 6.3 above
(other than properties and assets disposed of in the ordinary course of
business), subject to no Lien of any kind except Liens set forth on Schedule
8.2 or permitted by Section 8.2.  The Borrower enjoys peaceful and undisturbed
possession under all leases necessary in any material respect for the operation
of its respective properties and assets, none of which contains any unusual or
burdensome provisions which might materially affect or impair the operation of
such properties and assets, and all such leases are valid and subsisting and in
full force and effect.  There are no Capitalized Lease Obligations except as
disclosed on Schedule 6.7 hereto.

         SECTION 6.8      ENFORCEABILITY OF AGREEMENT.  This Agreement is the
legal, valid and binding agreement of Borrower enforceable against Borrower in
accordance with its terms, and the Notes, and all other Credit Documents, when
executed and delivered, will be similarly legal, valid, binding and
enforceable, except as the enforceability of the Notes and other Credit
Documents may be limited by bankruptcy, insolvency, reorganization, moratorium
and other laws affecting creditor's rights and remedies in general and by
general principles of equity, whether considered in a proceeding at law or in
equity.

         SECTION 6.9     CONSENT.  Except for consents of parties to any
Incidental Contracts, no consent, permission, authorization, order or license
of or filing with any governmental authority or Person which has not been
obtained or made is necessary in connection with the execution, delivery,
performance or enforcement of the Credit Documents by the Credit Parties, or in
order to constitute the indebtedness to be incurred hereunder and under the
Notes and the other Credit Documents as "Senior Debt" or any similar term
defined within any documents executed in connection with any Subordinated
Debt.

         SECTION 6.10     USE OF PROCEEDS; FEDERAL RESERVE REGULATIONS.  The
proceeds of the Notes will be used solely for the purposes specified in
Sections 2.1(e) and 2.5(c) and none of such proceeds





                                       35
<PAGE>   42

will be used, directly or indirectly, for the purpose of purchasing or carrying
any "margin security" or "margin stock" or for the purpose of reducing or
retiring any indebtedness that originally was incurred to purchase or carry a
"margin security" or "margin stock" or for any other purpose that might
constitute this transaction a "purpose credit" within the meaning of the
regulations of the Board of Governors of the Federal Reserve System.

         SECTION 6.11     ERISA.

                 (a)      Identification of Certain Plans.  Schedule 6.11
hereto sets forth all Plans of Borrower and its Subsidiaries in effect on the
Closing Date;

                 (b)      Compliance.  Each Plan is being maintained, by its
terms and in operation, in accordance with all applicable laws, except such 
noncompliance (when taken as a whole) that will not have a Materially Adverse 
Effect;

                 (c)      Liabilities.  Neither the Borrower nor any Subsidiary
is currently or will become subject to any liability (including withdrawal
liability), tax or penalty whatsoever to any person whomsoever with respect to
any Plan including, but not limited to, any tax, penalty or liability arising
under Title I or Title IV or ERISA or Chapter 43 of the Code, except such
liabilities (when taken as a whole) as will not have a Materially Adverse
Effect; and

                 (d)      Funding.  The Borrower and each ERISA Affiliate has
made full and timely payment of all amounts (i) required to be contributed
under the terms of each Plan and applicable law and (ii) required to be paid as
expenses of each Plan, except where such non-payment would not have a
Materially Adverse Effect.  As of the Closing Date, no Plan has an "amount of
unfunded benefit liabilities" (as defined in Section 4001(a)(18) of ERISA)
except as disclosed on Schedule 6.11.  No Plan is subject to a waiver or
extension of the minimum funding requirements under ERISA or the Code, and no
request for such waiver or extension is pending.

         SECTION 6.12     SUBSIDIARIES.  Schedule 6.12 hereto sets forth each
Subsidiary of the Borrower as of the Closing Date.  All of the outstanding
shares of capital stock of each such Subsidiary have been validly issued and
are fully paid and nonassessable and all such outstanding shares, except as
noted in Schedule 6.12 hereto are owned by the Borrower or a wholly-owned
Subsidiary of Borrower free of any Lien or claim.  All representations and
warranties made in this Article VI shall also be true and correct as to any and
all wholly owned Subsidiaries of the Borrower hereafter formed or acquired
throughout the term of this Agreement.





                                       36
<PAGE>   43

         SECTION 6.13     OUTSTANDING CONSOLIDATED FUNDED DEBT.  Except as set
forth on Schedule 6.13 as of the date of closing and after giving effect to the
transactions contemplated by this Agreement, the Borrower has no outstanding
Consolidated Funded Debt and there exists no default, and, after giving effect
to the transactions contemplated in this Agreement, there will exist no default
under the provisions of any instrument evidencing such Consolidated Funded Debt
or of any agreement relating thereto except as noted on Schedule 6.13.

         SECTION 6.14     CONFLICTING AGREEMENTS.  Borrower is not a party to 
any contract or agreement or subject to any charter, bylaw or other corporate
restriction which could reasonably be expected to have a Materially Adverse
Effect.  Assuming the consummation of the transactions contemplated by this
Agreement, neither the execution or delivery of this Agreement or the Credit
Documents, nor fulfillment of or compliance with the terms and provisions hereof
and thereof, will conflict with, or result in a breach of the terms, conditions
or provisions of, or constitute a default under, or result in any violation of,
or result in the creation of any Lien upon any of the properties or assets of
Borrower pursuant to, the charter or By-Laws of Borrower, any award of any
arbitrator or any agreement (including any agreement with stockholders),
instrument, order, judgment, decree, statute, law, rule or regulation to which
Borrower is subject, and Borrower is not a party to, or otherwise subject to any
provision contained in, any instrument evidencing Consolidated Funded Debt of
Borrower, any agreement relating thereto or any other contract or agreement
(including its charter but excluding Incidental Contracts) which limits the
amount of, or otherwise imposes restrictions on the incurring of, Consolidated
Funded Debt of the type to be evidenced by the Notes or contains dividend or
redemption limitations on Common Stock of Borrower, except for this Agreement,
Borrower's Certificate of Incorporation and those matters listed on Schedule
6.14 attached hereto.

         SECTION 6.15     ENVIRONMENTAL MATTERS.

                 (a)      Except as set forth on Schedule 6.15(a), Borrower has
to its knowledge complied in all material respects (except for instances of
noncompliance that have been resolved prior to the Closing Date) with all
applicable Environmental Laws, including without limitation, compliance with
permits, licenses, standards, schedules and timetables issued pursuant to
Environmental Laws, and is not in violation of, and does not presently have
outstanding any liability under, has not been notified that it is or may be
liable under and does not have knowledge of any liability or potential
liability under any applicable Environmental Law, including without limitation,
the Resource Conservation and Recovery Act of 1976, as amended ("RCRA"), the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended by the Superfund Amendments and Reauthorization Act of 1986
("CERCLA"), the Federal Water 





                                       37
<PAGE>   44

Pollution Control Act, as amended ("FWPCA"), the Federal Clean Air Act, as
amended ("FCAA"), and the Toxic Substance Control Act ("TSCA"), which
violation, liability or potential liability could reasonably be expected to
have a Materially Adverse Effect.

                 (b)      Except as set forth on Schedule 6.15(b), as of the
Closing Date Borrower has not received a written request for information under
CERCLA or any analogous state law, or written notice that any such entity has
been identified as a potential responsible party under CERCLA, or any analogous
state law, nor has any such entity received any written notification that any
Hazardous Substance that it or any of its respective predecessors in interest
has generated, stored, treated, handled, transported, or disposed of, has been
released or is threatened to be released at any site at which any Person
intends to conduct or is conducting a remedial investigation or other action
pursuant to any applicable Environmental Law, or any other Environmental Laws.

                 (c)      Except as set forth on Schedule 6.15(c), Borrower has
obtained all permits, licenses or other authorizations which are material for
the conduct of its operations under all applicable Environmental Laws and with
respect to which each such authorization is in full force and effect except
where the failure to do so would not have a Materially Adverse Effect.

                 (d)      Except as set forth in Schedule 6.15(d), Borrower
complies in all material respects with all laws and regulations relating to
equal employment opportunity and employee safety in all jurisdictions in which
it is presently doing business.

         SECTION 6.16 POSSESSION OF FRANCHISES, LICENSES, ETC.  Borrower
possesses all franchises, certificates, licenses, permits and other
authorizations from governmental political subdivisions or regulatory
authorities, free from burdensome restrictions, that are necessary in any
material respect for the ownership, maintenance and operation of its properties
and assets, the failure of which to possess would have a Materially Adverse
Effect and Borrower is not in violation of any thereof in any material respect.

         SECTION 6.17 PATENTS, TRADEMARKS, ETC.  Except as set forth on
Schedule 6.17, Borrower owns or has the right to use all patents, trademarks,
service marks, trade names, copyrights, licenses, franchises and other rights,
which are necessary in any material respect for the operation of its business
as presently conducted or proposed to be conducted without any known conflict
with the rights of others, and, in each case, subject to no mortgage, pledge,
lien, lease, encumbrance, charge, security interest, title retention agreement
or option.  To the knowledge of any Senior Management and except as set forth
in Schedule 6.17 (i) no product, process, method, substance, part, piece of
equipment or other material presently contemplated to be sold by 





                                       38
<PAGE>   45

or employed by Borrower in connection with its business may infringe any
patent, trademark, service mark, trade name, copyright, license or other right
owned by any other Person, (ii) there are no pending or threatened claim or
litigation against or affecting Borrower contesting its right to sell or use
any such product, process, method, substance, part, piece of equipment or other
material or (iii) there is no, or there is no pending or proposed, patent,
invention, device, application or principle or any statute, law, rule,
regulation, standard or code which would prevent, materially inhibit or render
obsolete the production or sale of any products of, or substantially reduce the
projected revenues of, or otherwise have a Materially Adversely Effect. 

         SECTION 6.18     GOVERNMENTAL CONSENT.  Neither the nature of 
Borrower nor its business or properties, nor any relationship between Borrower
and any other Person, nor any circumstance in connection with the execution and
delivery of the Credit Documents and the consummation of the transactions
contemplated thereby is such as to require on behalf of Borrower any consent,
approval or other action by or any notice to or filing with any court or
administrative or governmental body in connection with the execution and
delivery of this Agreement and the Credit Documents except for such filings with
the Securities and Exchange Commission as may be required by applicable law
(which filings the Borrower agrees to make promptly and diligently pursue to
completion).

         SECTION 6.19     DISCLOSURE.  Neither this Agreement nor the Credit
Documents nor any other document, certificate or written statement furnished to
Lenders by or on behalf of Borrower in connection herewith contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein or therein, in light of the
circumstances under which they were made, not misleading.  There is no fact
peculiar to Borrower which materially adversely affects or in the future may
(so far as Borrower can now foresee) materially adversely affect the business,
property or assets, or the financial condition of Borrower which has not been
set forth in this Agreement or in the Credit Documents, certificates and
written statements furnished to Lenders or otherwise furnished to the Lenders
by or on behalf of Borrower prior to the date hereof in connection with the
transactions contemplated hereby.

         SECTION 6.20     [RESERVED].

         SECTION 6.21     LABOR MATTERS.  Except as set forth on Schedule 6.21, 
the Borrower has experienced no strikes, labor disputes, slow downs or work
stoppages due to labor disagreements which have had, or would reasonably be
expected to have, a Materially Adverse Effect, and, to the best knowledge of
Borrower's Senior Management, there are no such strikes, disputes, slow downs or
work stoppages threatened against any Borrower.  The hours worked and payment
made to employees of the 





                                       39
<PAGE>   46
Borrower have not been in violation in any material respect of the Fair Labor
Standards Act or any other applicable law dealing with such matters.  All
payments due from the Borrower, or for which any claim may be made against the
Consolidated Companies, on account of wages and employee health and welfare
insurance and other benefits have been paid or accrued as liabilities on the
books of the Borrower where the failure to pay or accrue such liabilities would
reasonably be expected to have a Materially Adverse Effect. 

         SECTION 6.22     INTERCOMPANY LOANS; DIVIDENDS.  There are no 
Intercompany Loans as of the Closing Date except those set forth on Schedule
6.22.  Except as set forth in the Credit Documents and as specifically disclosed
in Schedule 6.22 with respect to agreements evidencing other Consolidated Funded
Debt, there are no restrictions on the power of any Consolidated Company to
repay any Intercompany Loan or to pay dividends on capital stock.

         SECTION 6.23     SECURITIES ACTS.  Neither Borrower nor any agent
acting on its behalf has, directly or indirectly, taken or will take any action
which would subject the issuance of the Notes to the provisions of Section 5 of
the Securities Act of 1933, as amended, or, to the best knowledge of the
Borrower, to the provisions of any securities or Blue Sky Law of any applicable
jurisdiction.

         SECTION 6.24     INVESTMENT COMPANY ACT; HOLDING COMPANY.  Borrower is
not an "investment company" or a company "controlled" by an "investment
company" within the meaning of the Investment Company Act of 1940 and is not a
"holding company," or a subsidiary or affiliate of a "holding company," or a
"public utility," within the meaning of the Public Utility Holding Company Act
of 1935, as amended or a "public utility" within the meaning of the Federal
Power Act, as amended.

         SECTION 6.25     REGULATION G, ETC.  Neither Borrower nor any agent
acting on its behalf has taken or will take any action which might cause this
Agreement or the Notes to violate Regulation G, T, U or X or any other
regulation of the Board of Governors of the Federal Reserve System or to
violate the Securities Exchange Act of 1934, and each case in effect now or as
the same may hereafter be in effect.

         SECTION 6.26     CHANGES IN FINANCIAL CONDITION; ADVERSE DEVELOPMENTS.
From the date of the annual and most recent quarterly financial statements
described in Section 6.3 hereinabove, to the date of this Agreement, there has
been, and to the date of each Advance there will be, no change in the
properties, assets, liabilities, financial condition, business operations,
affairs or properties of the Borrower and its Subsidiaries on an consolidated
basis from that set forth or reflected in the year-end and quarterly financial
statements described in Section 6.3, other than changes in the ordinary 






                                       40
<PAGE>   47

course of business, including acquisitions, none of which either in any case or
in the aggregate will have a Materially Adverse Effect.


                                  ARTICLE VII

                             AFFIRMATIVE COVENANTS

         Borrower covenants and agrees that so long as it may borrow under this
Agreement or so long as any indebtedness remains outstanding under the Notes
that it will:

         SECTION 7.1      CORPORATE EXISTENCE, ETC.  Preserve and maintain, and
cause each of its Subsidiaries to preserve and maintain, its corporate
existence, its material rights, franchises, and licenses, and its material
patents and copyrights (for the scheduled duration thereof), trademarks, trade
names, and service marks, necessary or desirable in the normal conduct of its
business, and its qualification to do business as a foreign corporation in all
jurisdictions where it conducts business or other activities making such
qualification necessary, where the failure to do so would reasonably be
expected to have a Materially Adverse Effect.

         SECTION 7.2      COMPLIANCE WITH LAWS, ETC.  Comply, and cause each of
its Subsidiaries to comply with all Requirements of Law (including, without
limitation, the Environmental Laws, subject to the exception set forth in
Section 7.7(f) where the penalties, claims, fines, and other liabilities
resulting from noncompliance with such Environmental Laws do not involve
amounts in excess of $3,000,000.00 in the aggregate), except where failure to
comply would not have a Materially Adverse Effect.

         SECTION 7.3      PAYMENT OF TAXES AND CLAIMS, ETC.  Pay, and cause
each of its Subsidiaries to pay, (i) all taxes, assessments and governmental
charges imposed upon it or upon its property, and (ii) all claims (including,
without limitation, claims for labor, materials, supplies or services) which
might, if unpaid, become a Lien upon its property, unless, in each case, the
validity or amount thereof is being contested in good faith by appropriate
proceedings and adequate reserves are maintained with respect thereto;
provided, however, that the Borrower may have outstanding and unpaid at any
time not more than $500,000.00 in the aggregate in state and local taxes.

         SECTION 7.4      KEEPING OF BOOKS.  Keep, and cause each of its
Subsidiaries to keep, proper books of record and account, containing in all
material respects complete and accurate entries of all their respective
financial and business transactions.

         SECTION 7.5      VISITATION, INSPECTION, ETC.  Permit, and cause each
of its Subsidiaries to permit, any representative of 






                                       41
<PAGE>   48

the Agent to visit and inspect any of its property, to examine its books and
records and to make copies and take extracts therefrom, and to discuss its
affairs, finances and accounts with its officers, all at such reasonable times
and as often as the Agent may reasonably request after reasonable prior notice
to Borrower; provided, however, that at any time following the occurrence and
during the continuance of a Default or an Event of Default, no prior notice to
Borrower shall be required and further, provided, that in the event any
documents and records are subject to any contractual confidentiality
requirements with any Person, the right to make copies or extracts therefrom
shall be subject to the prior written consent of the Borrower, which consent
will not be unreasonably withheld.

         SECTION 7.6      INSURANCE; MAINTENANCE OF PROPERTIES.

                 (a)      Maintain or cause to be maintained with financially
sound and reputable insurers, insurance with respect to its properties and
business, and the properties and business of its Subsidiaries, against loss or
damage of the kinds customarily insured against by reputable companies in the
same or similar businesses, such insurance to be of such types and in such
amounts, as is customary for such companies under similar circumstances;
provided, however, that in any event Borrower shall use its reasonable best
efforts to maintain, or cause to be maintained, insurance in amounts and with
coverages not materially less favorable to any Consolidated Company as in
effect on the date of this Agreement, except where the costs of maintaining
such insurance would, in the judgment of both Borrower and the Agent, be
excessive.

                 (b)      Cause, and cause each of the Consolidated Companies
to cause, all properties used or useful in the conduct of its business to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, settlements and improvements thereof, all as in the
judgment of Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent Borrower from
discontinuing the operation or maintenance of any such properties if such
discontinuance is, in the judgment of Borrower, desirable in the conduct of its
business or the business of any Consolidated Company.

         SECTION 7.7      REPORTING COVENANTS.  Furnish to each Lender:

                 (a)      Annual Financial Statements.  As soon as available
and in any event within 120 days after the end of each fiscal year of Borrower,
audited financial statements, consisting of balance sheets of the Consolidated
Companies as at the end of such year, presented on a consolidated basis, and
the related 





                                       42
<PAGE>   49

statements of income, stockholders' equity, and cash flows of the Consolidated
Companies for such fiscal year, presented on a consolidated basis, setting
forth in each case in comparative form the figures for the previous fiscal
year, all in reasonable detail and accompanied by a report thereon of Ernst &
Young, LLP, or other independent public accountants of comparable recognized
national or regional standing, which such report shall be unqualified as to
going concern and scope of audit and shall state that such financial statements
present fairly in all material respects the financial condition as at the end
of such fiscal year on a consolidated basis, and the results of operations and
statements of cash flows of the Consolidated Companies for such fiscal year in
accordance with GAAP and that the examination by such accountants in connection
with such consolidated financial statements has been made in accordance with
GAAP;

                 (b)      Quarterly Financial Statements.  As soon as available
and in any event within 60 days after the end of each fiscal quarter of
Borrower (other than the fourth fiscal quarter), balance sheets of the
Consolidated Companies as at the end of such quarter presented on a
consolidated basis and the related statements of income, and cash flows of the
Consolidated Companies for such fiscal quarter and for the portion of
Borrower's fiscal year ended at the end of such quarter, presented on a
consolidated basis setting forth in each case in comparative form the figures
for the corresponding quarter and the corresponding portion of Borrower's
previous fiscal year, all in reasonable detail and certified by the Treasurer
or Chief Financial Officer or other authorized financial officer of Borrower
acceptable to the Agent and the Required Lenders that such financial statements
fairly present in all material respects the financial condition of the
Consolidated Companies as at the end of such fiscal quarter on a consolidated
basis, and the results of operations and statements of cash flows of the
Consolidated Companies for such fiscal quarter and such portion of Borrower's
fiscal year, in accordance with GAAP consistently applied (subject to normal
year end audit adjustments and the absence of certain footnotes);

                 (c)      No Default/Compliance Certificate.  Together with the
financial statements required pursuant to subsections (a) and (b) above, a
certificate of the Treasurer, Chief Financial Officer or other authorized
financial officer of Borrower acceptable to the Agent and the Required Lenders
(i) to the effect that, based upon a review of the activities of the
Consolidated Companies and such financial statements during the period covered
thereby, there exists no Event of Default and no Default under this Agreement,
or if there exists an Event of Default or a Default hereunder, specifying the
nature thereof and the proposed response thereto, and (ii) demonstrating in
reasonable detail compliance as at the end of such fiscal year or 






                                       43
<PAGE>   50

such fiscal quarter with the covenants contained in Section 7.8 and Sections
8.1 through 8.4;

                 (d)      Notice of Default.  Promptly after any member of
Senior Management of Borrower has notice or knowledge of the occurrence of an
Event of Default or a Default, a certificate of the chief financial officer or
principal accounting officer of Borrower specifying the nature thereof and the
proposed response thereto;

                 (e)      Litigation.  Promptly after (i) the occurrence
thereof, notice of the institution of or any adverse development
in any action, suit or proceeding or any governmental investigation or any
arbitration, before any court or arbitrator or any governmental or
administrative body, agency or official, against any Consolidated Company, or
any material property thereof which could reasonably be expected to have a
Materially Adverse Effect, or (ii) actual knowledge thereof, notice of the
threat of any such action, suit, proceeding, investigation or arbitration,
together with any information and documentation relating thereto, as may be
reasonably requested;

                 (f)      Environmental Notices.  Promptly after receipt
thereof, notice of any actual or alleged violation, or notice of any action,
claim or request for information, either judicial or administrative, from any
governmental authority relating to any actual or alleged claim, notice of
potential responsibility under or violation of any Environmental Law, or any
actual or alleged spill, leak, disposal or other release of any waste,
petroleum product, or hazardous waste or Hazardous Substance by any
Consolidated Company which violation, action, claim, request, spill, leak,
disposal, or release could reasonably be expected to result in penalties,
fines, claims or other liabilities to any Consolidated Company in amounts in
excess of $500,000.00 individually or $3,000,000.00 when aggregated with other
then pending such matters;

                 (g)      ERISA.

                          (i)     Promptly after the occurrence thereof with
respect to any Plan of any Consolidated Company or any ERISA Affiliate thereof,
or any trust established thereunder, notice of (1) a "reportable event"
described in Section 4043 of ERISA and the regulations issued from time to time
thereunder (other than a "reportable event" not subject to the provisions for
30 day notice to the PBGC under such regulations), or (2) any other event which
could subject any Consolidated Company to any tax, penalty or liability under
Title I or Title IV of ERISA or Chapter 43 of the Code, or any tax or penalty
resulting from a loss of deduction under Sections 162, 404 or 419 of the Code,
where any such taxes, penalties or liabilities exceed or could exceed
$500,000.00 in the aggregate;






                                       44
<PAGE>   51


                          (ii)    Promptly after such notice must be provided
to the PBGC, or to a Plan participant, beneficiary or alternative payee, any
notice required under Section 101(d), 302(f)(4), 303, 307, 4041(b)(1)(A) or
4041(c)(1)(A) of ERISA or under Section 401(a)(29) or 412 of the Code with
respect to any Plan of any Consolidated Company or any ERISA Affiliate thereof;

                          (iii) Promptly after receipt, any notice received by
any Consolidated Company or any ERISA Affiliate thereof concerning the intent
of the PBGC or any other governmental authority to terminate a Plan of such
Company or ERISA Affiliate thereof which is subject to Title IV of ERISA, to
impose any liability on such Company or ERISA Affiliate under Title IV of ERISA
or Chapter 43 of the Code;

                          (iv) Upon the request of the Agent, promptly upon the
filing thereof with the Internal Revenue Service ("IRS") or the Department of
Labor ("DOL"), a copy of IRS Form 5500 or annual report for each Plan of any
Consolidated Company or ERISA Affiliate thereof which is subject to Title IV of
ERISA;

                          (v)     Upon the request of the Agent, (A) true and
complete copies of any and all documents, government reports and IRS
determination or opinion letters or rulings for any Plan of any Consolidated
Company from the IRS, PBGC or DOL, (B) any reports filed with the IRS, PBGC or
DOL with respect to a Plan of the Consolidated Companies or any ERISA Affiliate
thereof, or (C) a current statement of withdrawal liability for each
Multiemployer Plan of any Consolidated Company or any ERISA Affiliate thereof;

                 (h)      Liens.  Promptly upon any Consolidated Company
becoming aware thereof, notice of the filing of any federal statutory Lien, tax
or other state or local government Lien or any other Lien affecting their
respective properties, other than those Liens expressly permitted by Section
8.2;

                 (i)      Public Filings, Etc.  Promptly upon the filing
thereof or otherwise becoming available, copies of all financial statements,
annual, quarterly and special reports, proxy statements and notices sent or
made available generally by Borrower to its public security holders, of all
regular and periodic reports filed by any of them with any securities exchange,
and of all press releases and other statements made available generally to the
public containing material developments in the business or financial condition
of Borrower and the other Consolidated Companies;

                 (j)      Accountants' Reports.  Promptly upon receipt thereof,
copies of all financial statements of, and all reports submitted by,
independent public accountants to Borrower in connection with each annual,
interim, or special audit of Borrower's consolidated financial statements;






                                       45
<PAGE>   52

                 (k)      Trademarks; Labor Disputes, Etc.  Promptly upon the
existence or occurrence thereof, notice of the existence or occurrence of (i)
failure of any Consolidated Company to hold in full force and effect those
material trademarks, service marks, patents, trade names, copyrights, licenses,
franchises and similar rights necessary in the normal conduct of its business,
and (ii) any strike, labor dispute, slow down or work stoppage as described in
Section 6.21;

                 (l)      New Subsidiaries.  Within 30 days after the formation
or acquisition of any Subsidiary, or any other event resulting in the creation
of a new Subsidiary, notice of the formation or acquisition of such Subsidiary
or such occurrence, including a description of the assets of such entity, the
activities in which it will be engaged, and such other information as the Agent
may request.

                 (m)      Intercompany Asset Transfers.  Promptly upon the
occurrence thereof, notice of the transfer of any assets from Borrower to any
other Consolidated Company that is not Borrower or a wholly owned Subsidiary of
Borrower (in any transaction or series of related transactions), excluding
sales or other transfers of assets in the ordinary course of business, where
the aggregate Asset Value of such assets is less than $3,000,000.00 during any
fiscal year;

                 (n)      Other Information.  With reasonable promptness, such
other information about the Consolidated Companies as the Agent (on its behalf
or on behalf of any Lender)may reasonably request from time to time.

         SECTION 7.8      FINANCIAL COVENANTS.

                 (a)      Fixed Charge Coverage Ratio.  Maintain as at the last
day of each fiscal quarter, a ratio of Consolidated EBITR to Consolidated Fixed
Charges of at least 3.0:1.0, computed on a rolling four-quarter basis, based on
information contained in the Borrower's current financial statement and its
financial statements for the preceding three quarters.

                 (b)      Consolidated Funded Debt to Total Capitalization
Ratio.  Maintain a maximum ratio of Consolidated Funded Debt to Total
Capitalization, of less than 0.55:1.0, tested quarterly at the end of each
fiscal quarter.

                 (c)      Consolidated Net Worth.  Maintain at all times,
Consolidated Net Worth of at least $200,000,000.00 plus (i) fifty percent (50%)
of Consolidated Net Income earned after May 28, 1996, and (ii) one hundred
percent (100%) of the net proceeds to the Borrower of any equity offering after
the Closing Date.





                                       46
<PAGE>   53

         SECTION 7.9      NOTICES UNDER CERTAIN OTHER CONSOLIDATED FUNDED DEBT.
Immediately upon its receipt thereof, Borrower shall furnish the Agent a copy
of any notice received by it or any other Consolidated Company from the
holder(s) of Consolidated Funded Debt (or from any trustee, agent, attorney, or
other party acting on behalf of such holder(s)) in an amount which, in the
aggregate, exceeds $500,000.00, where such notice states or claims (i) the
existence or occurrence of any default or event of default with respect to such
Consolidated Funded Debt under the terms of any indenture, loan or credit
agreement, debenture, note, or other document evidencing or governing such
Consolidated Funded Debt, or (ii) the existence or occurrence of any event or
condition which requires or permits holder(s) of any Consolidated Funded Debt
to exercise rights under any Change in Control Provision.  Borrower agrees to
request the holder(s) of any Consolidated Funded Debt (or any trustee or agent
acting on their behalf) incurred pursuant to documents executed or amended and
restated after the Closing Date, to furnish copies of all such notices directly
to the Agent simultaneously with the furnishing thereof to Borrower, and that
such requirement may not be altered or rescinded without the prior written
consent of the Agent.

         SECTION 7.10     FISCAL YEAR.  Borrower shall not change its fiscal
year now employed for accounting and reporting purposes without the prior
written consent of the Agent and the Required Lenders, which consent shall not
be unreasonably withheld.

         SECTION 7.11     SUBORDINATION OF INTERCOMPANY LOANS.  Except as set
forth in Schedule 7.11 with regard to Q-Lube, all loans owed to any
Consolidated Company, or any Affiliate of any thereof, shall, at all times, be
subordinate to the Loans and the Borrower shall cause its Subsidiaries and/or
Affiliates from time to time to execute and deliver to the Agent and the
Required Lenders subordination agreements in form and content reasonably
satisfactory to the Agent and the Required Lenders.


                                  ARTICLE VIII

                               NEGATIVE COVENANTS

         So long as any Commitment remains in effect hereunder or any Note
shall remain unpaid, Borrower will not and will not permit any Subsidiary to:

         SECTION 8.1      [RESERVED]

         SECTION 8.2      LIENS.  Create, incur, assume or suffer to exist any
Lien on any of its property now owned or hereafter acquired to secure any
Indebtedness other than:

                 (a)      Liens existing on the date hereof disclosed on
Schedule 8.2;





                                       47
<PAGE>   54

                 (b)      any Lien on any property securing Indebtedness
incurred or assumed for the purpose of financing all or any part of the
acquisition cost of such property and any refinancing thereof, provided that
such Lien does not extend to any other property, and provided further that the
aggregate principal amount of Indebtedness secured by all such Liens at any
time does not exceed five percent (5%) of the Borrower's net worth;

                 (c)      Liens for taxes not yet due, and Liens for taxes or
Liens imposed by ERISA which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are being maintained;

                 (d)      Statutory Liens of landlords, existing contractual
Liens of landlords, future contractual Liens of landlords and Liens of
carriers, warehousemen, mechanics, materialmen and other Liens imposed by law
created in the ordinary course of business or which are being contested in good
faith by appropriate proceedings and with respect to which adequate reserves
are being maintained;

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

                 (f)      Liens resulting from zoning, easements, and
restrictions on the use of such real estate, or rights reserved or vested in
governmental authority, which do not materially impair the use of such real
estate; and

                 (g)      Liens arising under ERISA; and

                 (h)      Other Liens included in the $3,000,000.00 exception
provided for in Section 6.7.

         SECTION 8.3      MERGERS, ACQUISITIONS, SALES, ETC.  Merge or
consolidate with any other Person, other than Borrower or another Subsidiary,
or sell, lease, or otherwise dispose of its accounts, property or other assets
(including capital stock of Subsidiaries); provided, however, that the
foregoing restrictions on asset sales shall not be applicable to (i) sales of
equipment or other personal property being replaced by other equipment or other
personal property purchased as a capital expenditure item having comparable
values, (ii) sale, lease or transfer of assets of the Borrower or any
Subsidiary to the Borrower or to any other Subsidiary, (iii) sales of inventory
or real property in the ordinary course of business, (iv) dispositions of
obsolete, damaged or unusable assets and (v) other asset sales (including the
stock of Subsidiaries) where, on the date of execution of a 





                                       48
<PAGE>   55

binding obligation to make such asset sale (provided that if the asset sale is
not consummated within six (6) months of such execution, then on the date of
consummation of such asset sale rather than on the date of execution of such
binding obligation), the Asset Value of such other asset sales occurring after
the Closing Date, taking into account the Asset Value of the proposed asset
sale, would not exceed five percent (5%) of Borrower's assets; and, provided
further, that the foregoing restrictions on mergers shall not apply to mergers
involving Borrower and another entity, provided Borrower is the surviving
entity, and mergers between a Subsidiary of Borrower and Borrower or between
Subsidiaries of Borrower and mergers of a Subsidiary of Borrower and another
entity so long as the resulting entity is a wholly owned Subsidiary of
Borrower; provided, however, that no transaction pursuant to clauses (i), (ii),
(iv) or the second proviso above shall be permitted if any Default or Event of
Default otherwise exists at the time of such transaction or would otherwise
exist as a result of such transaction.

         SECTION 8.4      INVESTMENTS, LOANS, ETC.  Make or permit to remain
outstanding any loan or advance to, or guarantee, endorse, or otherwise be or
become contingently liable, directly or indirectly in connection with
obligations, stock or dividends of any other Person, or hold any Investments in
any Person, or otherwise acquire or hold any Subsidiaries, other than:

                 (a)      investments received in settlement of debts created
in the ordinary course of business;

                 (b)      the endorsement of negotiable instruments in the
ordinary course of business;

                 (c)      investments in stock or assets, or any combination
thereof, of Subsidiaries existing on the date hereof or of any new
Subsidiaries;

                 (d)      investments in minority interests in any other Person
provided such minority interests do not exceed $500,000.00 in the aggregate;

                 (e)      direct obligations of the United States or any agency
thereof, or obligations guaranteed by the United States or any agency thereof,
in each case supported by the full faith and credit of the United States and
maturing within one year from the date of creation thereof;

                 (f)      commercial paper, bankers acceptances or corporate
obligations maturing within one year from the date of creation thereof having a
rating at the time as of which any determination is made of P-1 (or higher)
according to Moody's or as A-1 (or higher) according to Standard & Poor's
corporation or the equivalent thereof if by another nationally recognized
credit rating agency;




                                       49
<PAGE>   56

                 (g)      time deposits or repurchase agreements maturing
within one year from the date of creation thereof, including certificates of
deposit or repurchase agreements issued by any Lender and any office located in
the United States of any bank or trust company which is organized under the
laws of the United States or any state thereof and has total assets aggregating
at least $500,000,000.00, including without limitation, any such deposits in
Eurodollars issued by a foreign branch of any such bank or trust company;

                 (h)      Investments made by Plans;

                 (i)      Intercompany Loans; and

                 (j)      advances to employees not to exceed $500,000.00 in
the aggregate at any one time.

         SECTION 8.5      SALE AND LEASEBACK TRANSACTIONS.  Except for
transactions involving up to $2,500,000.00 in the aggregate during any fiscal
year, sell or transfer any property, real or personal, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other
property which any Consolidated Company intends to use for substantially the
same purpose or purposes as the property being sold or transferred.

         SECTION 8.6      TRANSACTIONS WITH AFFILIATES.

                 (a)      Enter into any material transaction or series of
related transactions which in the aggregate would be material, whether or not
in the ordinary course of business, with any Affiliate of any Consolidated
Company (but excluding any Affiliate which is also a Consolidated Company),
other than on terms and conditions substantially as favorable to such
Consolidated Company as would be obtained by such Consolidated Company at the
time in a comparable arm's length transaction with a Person other than an
Affiliate.

                 (b)      Convey or transfer to any other Consolidated Company
any assets (excluding conveyances or transfers in the ordinary course of
business) if at the time of such conveyance or transfer any Default or Event of
Default exists or would exist as a result of such conveyance or transfer.

         SECTION 8.7      [RESERVED].

         SECTION 8.8      CHANGES IN BUSINESS.  Enter into any business which
is substantially different from that presently conducted or presently
contemplated by the Consolidated Companies taken as a whole.

         SECTION 8.9      ERISA.  Take or fail to take any action with respect
to any Plan of any Consolidated Company or, with respect to its ERISA
Affiliates, any Plans which are subject to Title IV 





                                       50
<PAGE>   57

of ERISA or to continuation health care requirements for group health plans
under the Code, including without limitation (i) establishing any such Plan,
(ii) amending any such Plan (except where required to comply with applicable
law), (iii) terminating or withdrawing from any such Plan, or (iv) incurring an
amount of unfunded benefit liabilities, as defined in Section 4001(a)(18) of
ERISA, or any withdrawal liability under Title IV of ERISA with respect to any
such Plan, without first obtaining the written approval of the Agent and the
Required Lenders, where such actions or failures could result in a Materially
Adverse Effect.

         SECTION 8.10     [RESERVED].

         SECTION 8.11     LIMITATION ON PAYMENT RESTRICTIONS AFFECTING
CONSOLIDATED COMPANIES.  Except as set forth on Schedule 7.11 with regard to
Q-Lube, create or otherwise cause or suffer to exist or become effective, any
consensual encumbrance or restriction on the ability of any Consolidated
Company to (i) pay dividends or make any other distributions on such
Consolidated Company's stock, or (ii) pay any indebtedness owed to Borrower or
any other Consolidated Company, or (iii) transfer any of its property or assets
to Borrower or any other Consolidated Company, except any consensual
encumbrance or restriction existing under the Credit Documents.

         SECTION 8.12     [RESERVED].

         SECTION 8.13     USE OF PROCEEDS.  Use of the proceeds of the Loans in
any material respect for any purpose except those set forth herein.

         SECTION 8.14     SUBSIDIARY INDEBTEDNESS.  Without the prior written
consent of the Agent and the Required Lenders, the Subsidiaries of the Borrower
shall not create, incur, assume or suffer to exist any Indebtedness in excess
of $3,000,000.00 in the aggregate; provided, however, the foregoing restriction
shall not apply to Subsidiaries that have guaranteed the Loans by executing and
delivering to the Agent, in favor of the Lenders, Guaranty Agreements
reasonably acceptable to the Lenders in form and content.


                                   ARTICLE IX

                               EVENTS OF DEFAULT

         Upon the occurrence and during the continuance of any of the following
specified events (each an "Event of Default"):

         SECTION 9.1      PAYMENTS.  Borrower shall fail to make promptly when
due (including, without limitation, by mandatory prepayment) any principal
payment with respect to the Loans, or, 





                                       51
<PAGE>   58

within five (5) days after receipt of notice that such amount is due, any
payment of interest, fee or other amount payable hereunder;

         SECTION 9.2      COVENANTS WITHOUT NOTICE.  Borrower shall fail to
observe or perform any covenant or agreement contained in Section 7.8;

         SECTION 9.3      OTHER COVENANTS.  (a) Borrower shall fail to observe
or perform any covenant or agreement contained in Section 7.7 or Article VIII
of this Agreement, and such failure shall remain unremedied for 30 days after
the earlier of (i) a member of Borrower's Senior Management obtains actual
knowledge of such failure or (ii) written notice thereof shall have been given
to Borrower by Agent or any Lender; or (b) Borrower shall fail to observe or
perform any covenant or agreement contained in this Agreement, other than those
referred to in Sections 9.1, 9.2 and 9.3(a), and, if capable of being remedied,
such failure shall remain unremedied for 30 days after the earlier of (i)
Borrower's Senior Management obtaining actual knowledge thereof, or (ii)
written notice thereof shall have been given to Borrower by Agent or any
Lender, provided, however, that in the case of the violation of any such
covenant or agreement (other than those referred to in Sections 9.1, 9.2 or
9.3(a)),  if such violation could not reasonably be expected to be cured within
30 days, the Borrower shall have a period of 90 days to cure such violation, so
long as Borrower is diligently pursuing such cure;

         SECTION 9.4      REPRESENTATIONS.  Any representation or warranty made
or deemed to be made by Borrower or any other Credit Party or by any of its
officers under this Agreement or any other Credit Document (including the
Schedules attached thereto), or any certificate or other document submitted to
the Agent or the Lenders by any such Person pursuant to the terms of this
Agreement or any other Credit Document, shall be incorrect in any material
respect when made or deemed to be made or submitted;

         SECTION 9.5      NON-PAYMENTS OF OTHER INDEBTEDNESS.  Any Consolidated
Company shall fail to make when due (whether at stated maturity, by
acceleration, on demand or otherwise, and after giving effect to any applicable
grace period) any payment of principal of or interest on any Indebtedness
(other than the Obligations) which individually or in the aggregate exceeds
$5,000,000.00;

         SECTION 9.6      DEFAULTS UNDER OTHER AGREEMENTS.  Any Consolidated
Company shall fail to observe or perform any covenants or agreements (other
than those referenced in Section 9.5) contained in any agreements or
instruments relating to any of its Indebtedness or any other event shall occur
if the effect of such failure or other event is to accelerate, or to permit the
holder of such Indebtedness or any other Person to accelerate, 






                                       52
<PAGE>   59

the maturity of such Indebtedness; or any such Indebtedness shall be required
to be prepaid (other than by a regularly scheduled required prepayment) in
whole or in part prior to its stated maturity;

         SECTION 9.7      BANKRUPTCY.  Borrower or any other Consolidated
Company shall commence a voluntary case concerning itself under the Bankruptcy
Code or an involuntary case for bankruptcy is commenced against any
Consolidated Company and the petition is not controverted within 30 days after
issuance by the Bankruptcy Court of the summons directed to and properly served
upon the Borrower or any Consolidated Company, or is not dismissed within 90
days, after commencement of the case; or a custodian (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or any substantial
part of the property of any Consolidated Company; or any Consolidated Company
commences proceedings of its own bankruptcy or to be granted a suspension of
payments or any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction, whether now or hereafter in effect,
relating to any Consolidated Company or there is commenced against any
Consolidated Company any such proceeding which remains undismissed for a period
of 90 days; or any Consolidated Company is adjudicated insolvent or bankrupt;
or any order of relief or other order approving any such case or proceeding is
entered; or any Consolidated Company suffers any appointment of any custodian
or the like for it or any substantial part of its property which continues
undischarged or unstayed for a period of 90 days; or any Consolidated Company
makes a general assignment for the benefit of creditors; or any Consolidated
Company shall fail to pay, or shall state that it is unable to pay, or shall be
unable to pay, its debts generally as they become due; or any Consolidated
Company shall call a meeting of its creditors with a view to arranging a
composition or adjustment of its debts; or any Consolidated Company shall by
any act or failure to act indicate its consent to, approval of or acquiescence
in any of the foregoing; or any corporate action is taken by any Consolidated
Company for the purpose of effecting any of the foregoing;

         SECTION 9.8      ERISA.  A Plan of a Consolidated Company or a Plan
subject to Title IV of ERISA of any of its ERISA Affiliates:

                 (a)      shall fail to be funded in accordance with the
minimum funding standard required by applicable law, the terms of such Plan,
Section 412 of the Code or Section 302 of ERISA for any plan year or a waiver
of such standard is sought or granted with respect to such Plan under
applicable law, the terms of such Plan or Section 412 of the Code or Section
303 of ERISA; or




                                       53
<PAGE>   60

                 (b)      is being, or has been, terminated or the subject of
termination proceedings under applicable law or the terms of such Plan; or

                 (c)      shall require a Consolidated Company to provide
security under applicable law, the terms of such Plan, Section 401 or 412 of
the Code or Section 306 or 307 of ERISA; or

                 (d)      results in a liability to a Consolidated Company
under applicable law, the terms of such Plan, or Title IV of ERISA;

and there shall result from any such failure, waiver, termination or other
event a liability to the PBGC or a Plan that would have a Materially Adverse
Effect;

         SECTION 9.9      MONEY JUDGMENT; AIRGAS LITIGATION.  A judgment, tax
lien or order for the payment of money in excess of $5,000,000.00, or otherwise
reasonably anticipated to have a Materially Adverse Effect, shall be rendered
against Borrower or any other Consolidated Company and such judgment or order
shall continue unsatisfied (in the case of a money judgment) and in effect for
a period of 60 days during which execution shall not be effectively stayed or
deferred (whether by action of a court, by agreement or otherwise); or the
Airgas Litigation shall result in liability, of the Borrower in excess of
$70,000,000.00;

         SECTION 9.10     CHANGE IN CONTROL OF BORROWER.

                 (a)      Any "person" or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Exchange Act), except any current
stockholder of Borrower who owns, as of the date of this Agreement, at least
twenty percent (20%) of the issued and outstanding capital stock of the
Borrower, shall become the "beneficial owner(s)" (as defined in said Rule
13d-3) of more than thirty percent (30%) of the shares of the outstanding
common stock of Borrower entitled to vote for members of Borrower's board of
directors; or

                 (b)      any event or condition shall occur or exist which,
pursuant to the terms of any change in control provision, requires or permits
the holder(s) of Indebtedness of any Consolidated Company to require that such
Indebtedness be redeemed, repurchased, defeased, prepaid or repaid, in whole or
in part, or the maturity of such Indebtedness to be accelerated in any respect;

         SECTION 9.11     DEFAULT UNDER OTHER CREDIT DOCUMENTS.  There shall 
exist or occur any "Event of Default" as provided under the terms of any other
Credit Document, or any Credit Document ceases to be in full force and effect or
the validity or enforceability thereof is disaffirmed by or on behalf of
Borrower or any other Credit Party, or any Credit Party seeks to cancel or
terminate 







                                       54
<PAGE>   61

any Credit Documents or to limit its liability thereunder, or at any time it is
or becomes unlawful for Borrower or any other Credit Party to perform or comply
with its obligations under any Credit Document, or the obligations of Borrower
or any other Credit Party under any Credit Document are not or cease to be
legal, valid and binding on Borrower or any such Credit Party;

         SECTION 9.12     ATTACHMENTS.  An attachment or similar action shall be
made on or taken against any of the assets of any Consolidated Company and is
not removed, suspended or enjoined within 60 days of the same being made or any
suspension or injunction being lifted;

then, and in any such event, and at any time thereafter if any Event of Default
shall then be continuing, the Agent may, and upon the written or telex request
of the Required Lenders, shall, by written notice to Borrower, take any or all
of the following actions, without prejudice to the rights of the Agent, any
Lender or the holder of any Note to enforce its claims against Borrower or any
other Credit Party: (i) declare all Commitments terminated, whereupon the pro
rata Commitments of each Lender shall terminate immediately and any unpaid
commitment fee shall forthwith become due and payable without any other notice
of any kind; and (ii) declare the principal of and any accrued interest on the
Loans, and all other obligations owing hereunder, to be, whereupon the same
shall become, forthwith due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by Borrower; provided,
that, if an Event of Default specified in Section 9.7 shall occur, the result
which would occur upon the giving of written notice by the Agent to any Credit
Party, as specified in clauses (i) and (ii) above, shall occur automatically
without the giving of any such notice.


                                   ARTICLE X

                                   THE AGENT

         SECTION 10.1     APPOINTMENT OF AGENT.  Each Lender hereby designates
SunTrust Bank, Central Florida, National Association as  Agent ("Agent") to
administer all matters concerning the Loans and to act as herein specified.
Each Lender hereby irrevocably authorizes, and each holder of any Note by the
acceptance of a Note shall be deemed irrevocably to authorize, the Agent to
take such actions on its behalf under the provisions of this Agreement, the
other Credit Documents, and all other instruments and agreements referred to
herein or therein, and to exercise such powers and to perform such duties
hereunder and thereunder as are specifically delegated to or required of the
Agent by the terms hereof and thereof and such other powers as are reasonably
incidental thereto.  The Agent may perform any of its duties hereunder by or
through their agents or employees.  The provisions of this Section 10.1 are
solely for the benefit of 





                                       55
<PAGE>   62


the Agent, and Borrower and the other Consolidated Companies shall not have any
rights as third party beneficiaries of any of the provisions hereof.  In
performing its functions and duties under this Agreement, the Agent shall act
solely as agent of the Lenders and does not assume and shall not be deemed to
have assumed any obligations towards or relationship of agency or trust with or
for the Borrower and the other Consolidated Companies.

         SECTION 10.2 NATURE OF DUTIES OF AGENT.  The Agent shall have no
duties or responsibilities except those expressly set forth in this Agreement
and the other Credit Documents.  Neither the Agent nor any of its respective
officers, directors, employees or agents shall be liable for any action taken
or omitted by it as such hereunder or in connection herewith, unless caused by
its gross negligence or willful misconduct. The duties of the Agent shall be
ministerial and administrative in nature; the Agent shall not have by reason of
this Agreement a fiduciary relationship in respect of any Lender; and nothing
in this Agreement, express or implied, is intended to or shall be so construed
as to impose upon the Agent any obligations, in respect of this Agreement or
the other Credit Documents except as expressly set forth herein.

         SECTION 10.3 LACK OF RELIANCE ON THE AGENT.

                 (a)      Independently and without reliance upon the Agent,
each Lender, to the extent it deems appropriate, has made and shall continue to
make (i) its own independent investigation of the financial condition and
affairs of the Credit Parties in connection with the taking or not taking of
any action in connection herewith, and (ii) its own appraisal of the
creditworthiness of the Credit Parties, and, except as expressly provided in
this Agreement, the Agent shall have no duty or responsibility, either
initially or on a continuing basis, to provide any Lender with any credit or
other information with respect thereto, whether coming into its possession
before the making of the Loans or at any time or times thereafter.

                 (b)      The Agent shall not be responsible to any Lender for
any recitals, statements, information, representations or warranties herein or
in any document, certificate or other writing delivered in connection herewith
or for the execution, effectiveness, genuineness, validity, enforceability,
collectability, priority or sufficiency of this Agreement, the Notes, or any
other documents contemplated hereby or thereby, or the financial condition of
the Credit Parties, or be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of this
Agreement, the Notes, or the other documents contemplated hereby or thereby, or
the financial condition of the Credit Parties, or the existence or possible
existence of any Default or Event of Default; provided, however, to the extent
that the Agent has been 





                                       56
<PAGE>   63

advised that a Lender has not received any information formally delivered to
the Agent pursuant to Section 7.7, the Agent shall deliver or cause to be
delivered such information to such Lender.

         SECTION 10.4     CERTAIN RIGHTS OF THE AGENT.  If the Agent shall
request instructions from the Required Lenders with respect to any action or
actions (including the failure to act) in connection with this Agreement, the
Agent shall be entitled to refrain from such act or taking such act, unless and
until the Agent shall have received instructions from the Required Lenders; and
the Agent shall not incur liability in any Person by reason of so refraining.
Without limiting the foregoing, no Lender shall have any right of action
whatsoever against the Agent as a result of the Agent acting or refraining from
acting hereunder in accordance with the instructions of the Required Lenders.

         SECTION 10.5     RELIANCE BY AGENT.  The Agent shall be entitled to 
rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, statement, certificate, telex, teletype or telecopier
message, cable gram, radiogram, order or other documentary, teletransmission or
telephone message believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person.  The Agent may consult with legal
counsel (including counsel for any Credit Party), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.

         SECTION 10.6     INDEMNIFICATION OF AGENT.  To the extent the Agent is
not reimbursed and indemnified by the Credit Parties, each Lender will
reimburse and indemnify the Agent, ratably according to the respective amounts
of the Loans outstanding under all Facilities (or if no amounts are
outstanding, ratably in accordance with the Total Commitments), in either case,
for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including counsel fees
and disbursements) or disbursements of any kind or nature whatsoever which may
be imposed on, incurred by or asserted against the Agent in performing its
duties hereunder, in any way relating to or arising out of this Agreement or
the other Credit Documents; provided that no Lender shall be liable to the
Agent for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Agent's gross negligence or willful misconduct and provided
further that if the Agent receives payment from a Credit Party in respect of
any amount previously paid to Agent by a Lender pursuant to this Section 10.6,
the Agent shall pay to any such Lender its ratable portion of such payment.

         SECTION 10.7     THE AGENT IN ITS INDIVIDUAL CAPACITY.  With respect to
its obligation to lend under this Agreement, the Loans






                                       57
<PAGE>   64

made by it and the Notes issued to it, the Agent shall have the same rights and
powers hereunder as any other Lender or holder of a Note and may exercise the
same as though it were not performing the duties specified herein; and the
terms "Lenders", "Required Lenders", "holders of Notes", or any similar terms
shall, unless the context clearly otherwise indicates, include the Agent in its
individual capacity.  The Agent may accept deposits from, lend money to, and
generally engage in any kind of banking, trust, financial advisory or other
business with the Consolidated Companies or any affiliate of the Consolidated
Companies as if it were not performing the duties specified herein, and may
accept fees and other consideration from the Consolidated Companies for
services in connection with this Agreement and otherwise without having to
account for the same to the Lenders.

         SECTION 10.8     HOLDERS OF NOTES.  The Agent may deem and treat the 
payee of any Note as the owner thereof for all purposes hereof unless and until
a written notice of the assignment or transfer thereof shall have been filed
with the Agent.  Any request, authority or consent of any Person who, at the
time of making such request or giving such authority or consent, is the holder
of any Note shall be conclusive and binding on any subsequent holder, transferee
or assignee of such Note or of any Note or Notes issued in exchange therefor.

         SECTION 10.9     SUCCESSOR AGENT.

                 (a)      The Agent may resign at any time by giving written
notice thereof to the Lenders and Borrower and may be removed at any time with
or without cause by the Required Lenders; provided, however, the Agent may not
resign or be removed until a successor Agent has been appointed and shall have
accepted such appointment.  Upon any such resignation or removal, the Required
Lenders shall have the right to appoint a successor Agent subject to Borrower's
prior written approval, which approval will not be unreasonably withheld.  If
no successor Agent shall have been so appointed by the Required Lenders, and
shall have accepted such appointment, within 30 days after the retiring Agent's
giving of notice of resignation or the Required Lenders' removal of the
retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint
a successor Agent subject to Borrower's prior written approval, which approval
will not be unreasonably withheld, which successor Agent shall be a bank which
maintains an office in the United States, or a commercial bank organized under
the laws of the United States of America or any State thereof, or any Affiliate
of such bank, having a combined capital and surplus of at least
$100,000,000.00.  If at any time SunTrust Bank, Central Florida, National
Association is removed as a Lender, SunTrust Bank, Central Florida, National
Association, shall simultaneously resign as Agent.

                 (b)      Upon the acceptance of any appointment as the Agent
hereunder by a successor Agent, such successor Agent shall






                                       58
<PAGE>   65

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 under this Agreement.  After any retiring
Agent's resignation or removal hereunder as Agent, the provisions of this
Article X shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was an Agent under this Agreement.


                                   ARTICLE XI

                                 MISCELLANEOUS

         SECTION 11.1     NOTICES.  All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telecopy or similar teletransmission or writing) and shall be given to such
party at its address or applicable teletransmission number set forth on the
signature pages hereof, or such other address or applicable teletransmission
number as such party may hereafter specify by notice to the Agent and Borrower.
Each such notice, request or other communication shall be effective (i) if
given by mail, 72 hours after such communication is deposited in the mails with
first class postage prepaid, addressed as aforesaid, (ii) if given by telecopy,
when such telecopy is transmitted to the telecopy number specified in this
Section and the appropriate confirmation is received, or (iii) if given by any
other means (including, without limitation, by air courier), when delivered or
received at the address specified in this Section; provided that notices to the
Agent shall not be effective until received.

         SECTION 11.2     AMENDMENTS, ETC.  No amendment or waiver of any 
provision of this Agreement or the other Credit Documents, nor consent to any
departure by any Credit Party therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided that no amendment, waiver or consent
shall, unless in writing and signed by all the Lenders, do any of the following:
(i) waive any of the conditions specified in Section 5.1 or Section 5.2, (ii)
increase the Commitments or other contractual obligations to Borrower under this
Agreement, (iii) reduce the principal of, or interest on, the Notes or any fees
hereunder, (iv) postpone any date fixed for the payment in respect of principal
of, or interest on, the Notes or any fees hereunder, (v) change the percentage
of the Commitments or of the aggregate unpaid principal amount of the Notes, or
the number or identity of Lenders which shall be required for the Lenders or any
of them to take any action hereunder, (vi) release any guarantor from its
obligations under any guaranty agreements, (vii) modify the definition of
"Required Lenders," or (viii) modify this Section 11.2.  Notwithstanding 





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<PAGE>   66

the foregoing, no amendment, waiver or consent shall, unless in writing and
signed by the Agent in addition to the Lenders required hereinabove to take
such action, affect the rights or duties of the Agent under this Agreement or
under any other Credit Document.

         SECTION 11.3     NO WAIVER; REMEDIES CUMULATIVE.  No failure or delay 
on the part of the Agent, any Lender or any holder of a Note in exercising any
right or remedy hereunder or under any other Credit Document, and no course of
dealing between any Credit Party and the Agent, any Lender or the holder of any
Note shall operate as a waiver thereof, nor shall any single or partial exercise
of any right or remedy hereunder or under any other Credit Document preclude any
other or further exercise thereof or the exercise of any other right or remedy
hereunder or thereunder.  The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which the Agent, any
Lender or the holder of any Note would otherwise have.  No notice to or demand
on any Credit Party not required hereunder or under any other Credit Document in
any case shall entitle any 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, the Lenders or the holder of any Note to any other or further action in
any circumstances without notice or demand.

         SECTION 11.4     PAYMENT OF EXPENSES, ETC.  Borrower shall:

                 (a)       whether or not the transactions hereby contemplated
are consummated, pay all reasonable, out-of-pocket costs and expenses of the
Agent as required by the Fee Letter in the administration (both before and
after the execution hereof and including reasonable expenses actually incurred
relating to advice of counsel as to the rights and duties of the Agent and the
Lenders with respect thereto) of, and in connection with the preparation,
execution and delivery of, preservation of rights under, enforcement of, and,
after a Default or Event of Default, refinancing, renegotiation or
restructuring of, this Agreement and the other Credit Documents and the
documents and instruments referred to therein, and any amendment, waiver or
consent relating thereto (including, without limitation, the reasonable fees
actually incurred and disbursements of counsel for the Agent as required by the
Fee Letter), and in the case of enforcement of this Agreement or any Credit
Document after the occurrence and during the continuance of an Event of
Default, all such reasonable, out-of-pocket costs and expenses (including,
without limitation, the reasonable fees actually incurred and disbursements of
counsel, for any of the Lenders;

                 (b)      subject, in the case of certain Taxes, to the
applicable provisions of Section 4.7(b), pay and hold each of the Lenders
harmless from and against any and all present and future stamp, documentary,
and other similar Taxes with respect to this





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Agreement, the Notes and any other Credit Documents, any collateral described
therein, or any payments due thereunder, and save each Lender harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission to pay such Taxes; and

                 (c)      indemnify the Agent and each Lender, and their
respective officers, directors, employees, representatives and agents from, and
hold each of them harmless against, any and all costs, losses, liabilities,
claims, damages or expenses incurred by any of them (whether or not any of them
is designated a party thereto) (an "Indemnitee") arising out of or by reason of
any investigation, litigation or other proceeding related to any actual or
proposed use of the proceeds of any of the Loans or any Credit Party's entering
into and performing of the Agreement, the Notes, or the other Credit Documents,
including, without limitation, the reasonable fees actually incurred and
disbursements of counsel (including foreign counsel) incurred in connection
with any such investigation, litigation or other proceeding; provided, however,
Borrower shall not be obligated to indemnify any Indemnitee for any of the
foregoing arising out of such Indemnitee's gross negligence or willful
misconduct or the material breach by the Indemnitee of its obligations under
this Agreement;

                 (d)      without limiting the indemnities set forth in
subsection (c) above, indemnify each Indemnitee for any and all expenses and
costs (including without limitation, remedial, removal, response, abatement,
cleanup, investigative, closure and monitoring costs), losses, claims
(including claims for contribution or indemnity and including the cost of
investigating or defending any claim and whether or not such claim is
ultimately defeated, and whether such claim arose before, during or after any
Credit Party's ownership, operation, possession or control of its business,
property or facilities or before, on or after the date hereof, and including
also any amounts paid incidental to any compromise or settlement by the
Indemnitee or Indemnitees to the holders of any such claim), lawsuits,
liabilities, obligations, actions, judgments, suits, disbursements,
encumbrances, liens, damages (including without limitation damages for
contamination or destruction of natural resources), penalties and fines of any
kind or nature whatsoever (including without limitation in all cases the
reasonable fees actually incurred, other charges and disbursements of counsel
in connection therewith) incurred, suffered or sustained by that Indemnitee
based upon, arising under or relating to Environmental Laws based on, arising
out of or relating to in whole or in part, the existence or exercise of any
rights or remedies by any Indemnitee under this Agreement, any other Credit
Document or any related documents (but excluding those incurred, suffered or
sustained by any Indemnitee as a result of any action taken by or on behalf of
the Lenders with respect to any Subsidiary of Borrower (or the assets thereof)
owned or controlled by the 





                                       61
<PAGE>   68

Lenders); provided, however, Borrower shall not be obligated to indemnify any
Indemnitee for any of the foregoing arising out of such Indemnitee's gross
negligence or wilful misconduct.

         If any claim for which an Indemnitee is entitled to indemnification is
asserted against such Indemnitee by a third party, such Indemnitee shall
promptly give Borrower notice thereof and give Borrower an opportunity to
defend the same with counsel of Borrower's choice, subject to the Agent's
approval, which will not be unreasonably withheld, at Borrower's expense.  All
Indemnitees shall provide reasonable cooperation in connection with such
defense.  In the event that Borrower desires to compromise or settle any such
claim, all Indemnitees shall have the rights to consent to such settlement or
compromise; provided, however, that if such compromise or settlement is for
money damages only (paid by Borrower in full) and will include a full release
and discharge of such Indemnitee, and such Indemnitee withholds its consent to
such compromise or settlement, such Indemnitee and Borrower agree that (1)
Borrower's liability shall be limited to the amount of the proposed settlement
and Borrower shall thereupon be relieved of any further liability with respect
to such claim, and (2) from and after such date, such Indemnitee will undertake
all legal costs and expenses incurred in connection with any such claim.

         If and to the extent that the obligations of Borrower under this
Section 11.4 are unenforceable for any reason, Borrower hereby agrees to make
the maximum contribution to the payment and satisfaction of such obligations
which is permissible under applicable law.

         SECTION 11.5 RIGHT OF SETOFF.  In addition to and not in limitation of
all rights of offset that any Lender or other holder of a Note may have under
applicable law, each Lender or other holder of a Note shall, upon the
occurrence of any Event of Default and whether or not such Lender or such
holder has made any demand or any Credit Party's obligations are matured, have
the right to appropriate and apply to the payment of any Credit Party's
obligations hereunder and under the other Credit Documents, all deposits of any
Credit Party (general or special, time or demand, provisional or final) then or
thereafter held by and other indebtedness or property then or thereafter owing
by such Lender or other holder to any Credit Party, whether or not related to
this Agreement or any transaction hereunder.  Each Lender shall promptly notify
Borrower of any offset hereunder. 

         SECTION 11.6 BENEFIT OF AGREEMENT.

                 (a)      This 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 Borrower may not assign or transfer any of its
interest hereunder without the prior written consent of all the Lenders.






                                       62
<PAGE>   69


                 (b)      Any Lender may make, carry or transfer Loans at, to
or for the account of, any of its branch offices or the office of an Affiliate
of such Lender.

                 (c)      Each Lender may assign all or a portion of its
interests, rights and obligations under this Agreement (including all or a
portion of any of its Commitments and the Loans at the time owing to it and the
Notes held by it) to any Eligible Assignee; provided, however, that (i) the
Agent and Borrower must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld or delayed), provided,
however that (A) consent of the Agent and the Borrower shall not be required if
such assignment is to a domestic Affiliate of the assigning Lender and (B)
consent of the Borrower shall not be required after the occurrence and during
the continuance of an Event of Default, (ii) the amount of the Commitments, in
the case of the Revolving Loan Commitments, or Loans, in the case of assignment
of Loans, of the assigning Lender subject to each assignment (determined as of
the date the assignment and acceptance with respect to such assignment is
delivered to the Agent) shall be in the minimum amount of $5,000,000.00 and
integral multiples of $5,000,000.00, (iii) the parties to each such assignment
shall execute and deliver to the Agent an Assignment and Acceptance, together
with a Note or Notes subject to such assignment and, if the assignee is not a
domestic Affiliate of the assigning Lender, a processing and recordation fee of
$3,000.00.  Borrower shall not be responsible for such processing and
recordation fee or any costs or expenses incurred by any Lender or the Agent in
connection with such assignment.  From and after the effective date specified
in each Assignment and Acceptance, which effective date shall be at least five
(5) Business Days after the execution thereof, the assignee thereunder shall be
a party hereto and to the extent of the interest assigned by such Assignment
and Acceptance, have the rights and obligations of a Lender under this
Agreement.  Notwithstanding the foregoing, the assigning Lender must retain
after the consummation of such Assignment and Acceptance, a minimum aggregate
amount of Commitments or Loans, as the case may be, of $10,000,000.00;
provided, however, no such minimum amount shall be required with respect to any
such assignment made at any time there exists an Event of Default hereunder.
Within five (5) Business Days after receipt of the notice and the Assignment
and Acceptance, Borrower, at its own expense, shall execute and deliver to the
Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to
the order of such assignee in a principal amount equal to the applicable
Commitments or Loans assumed by it pursuant to such Assignment and Acceptance
and new Note or Notes to the assigning Lender in the amount of its retained
Commitment or Commitments or amount of its retained Loans.  Such new Note or
Notes shall be in an aggregate principal amount equal to the aggregate
principal amount of such surrendered Note or Notes, shall be dated the date of
the 





                                       63
<PAGE>   70

surrendered Note or Notes which they replace, and shall otherwise be in
substantially the form attached hereto.

                 (d)      Each Lender may, without the consent of Borrower and
the Agent, sell participations to one or more banks or other entities in all or
a portion of its rights and obligations under this Agreement (including all or
a portion of its Commitments in the Loans owing to it and the Notes held by
it), provided, however, that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations, (iii) the
participating bank or other entity shall not be entitled to the benefit (except
through its selling Lender) of the cost protection provisions contained in
Article IV of this Agreement, and (iv) Borrower and the Agent and other Lenders
shall continue to deal solely and directly with each Lender in connection with
such Lender's rights and obligations under this Agreement and the other Credit
Documents, and such Lender shall retain the sole right to enforce the
obligations of Borrower relating to the Loans and to approve any amendment,
modification or waiver of any provisions of this Agreement.  Any Lender selling
a participation hereunder shall provide prompt written notice to Borrower and
Agent of the name of such participant.

                 (e)      Any Lender or participant may, in connection with the
assignment or participation or proposed assignment or participation, pursuant
to this Section, disclose to the assignee or participant or proposed assignee
or participant any information relating to Borrower or the other Consolidated
Companies furnished to such Lender by or on behalf of Borrower or any other
Consolidated Company.  With respect to any disclosure of confidential,
non-public, proprietary information, such proposed assignee or participant
shall agree to use the information only for the purpose of making any necessary
credit judgments with respect to this credit facility and not to use the
information in any manner prohibited by any law, including without limitation,
the securities laws of the United States.  The proposed participant or assignee
shall agree in writing, a copy of which shall be furnished to Borrower, not to
disclose any of such information except (i) to directors, employees, auditors
or counsel to whom it is necessary to show such information, each of whom shall
be informed of the confidential nature of the information, (ii) in any
statement or testimony pursuant to a subpoena or order by any court,
governmental body or other agency asserting jurisdiction over such entity, or
as otherwise required by law (provided prior notice is given to Borrower and
the Agent unless otherwise prohibited by the subpoena, order or law), and (iii)
upon the request or demand of any regulatory agency or authority with proper
jurisdiction.  The proposed participant or assignee shall further agree to
return all documents or other written material and copies thereof received 
from any Lender, the





                                       64
<PAGE>   71

Agent or Borrower relating to such confidential information unless otherwise
properly disposed of by such entity.

                 (f)      Any Lender may at any time assign all or any portion
of its rights in this Agreement and the Notes issued to it to a Federal Reserve
Bank; provided that no such assignment shall release the Lender from any of its
obligations hereunder.

                 (g)      If (i) any Taxes referred to in Section 4.7(b) have
been levied or imposed so as to require withholdings or deductions by Borrower
and payment by Borrower of additional amounts to any Lender as a result
thereof, (ii) any Lender shall make demand for payment of any material
additional amounts as compensation for increased costs pursuant to Section 4.10
or for its reduced rate of return pursuant to Section 4.16, or (iii) any Lender
shall decline to consent to a modification or waiver of the terms of this
Agreement or the other Credit Documents requested by Borrower, then and in such
event, upon request from Borrower delivered to such Lender and the Agent, such
Lender shall assign, in accordance with the provisions of Section 11.6(c), all
of its rights and obligations under this Agreement and the other Credit
Documents to another Lender or an Eligible Assignee selected by Borrower, in
consideration for the payment by such assignee to the Lender of the principal
of, and interest on, the outstanding Loans accrued to the date of such
assignment, and the assumption of such Lender's Total Commitment hereunder,
together with any and all other amounts owing to such Lender under any
provisions of this Agreement or the other Credit Documents accrued to the date
of such assignment.

         SECTION 11.7 GOVERNING LAW; SUBMISSION TO JURISDICTION.

                 (a)      THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND UNDER THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF) OF THE STATE OF FLORIDA.

                 (b)      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT, THE NOTES OR ANY OTHER CREDIT DOCUMENT OR WITH RESPECT TO ANY OTHER
CLAIM OR CAUSE OF ACTION ARISING OUT OF OR IN ANY WAY RELATED TO THE FUNDING,
ADMINISTRATION OR COLLECTION OF THE LOANS MAY BE BROUGHT IN THE CIRCUIT COURT
OF ORANGE COUNTY, FLORIDA, OR ANY OTHER COURT OF THE STATE OF FLORIDA OR OF THE
UNITED STATES OF AMERICA FOR THE MIDDLE DISTRICT OF FLORIDA, AND, BY EXECUTION
AND DELIVERY OF THIS AGREEMENT, BORROWER HEREBY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
AFORESAID COURTS.  THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY IN
RESPECT OF ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR
ANY OTHER CREDIT DOCUMENT OR ANY DOCUMENT RELATED THERETO OR WITH RESPECT TO
ANY OTHER CLAIM OR CAUSE OF ACTION 





                                       65
<PAGE>   72

ARISING OUT OF OR IN ANY WAY RELATED TO THE FUNDING, ADMINISTRATION OR
COLLECTION OF THE LOANS.

                 (c)      BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS 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 BORROWER AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30
DAYS AFTER SUCH MAILING.  THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION EITHER OF THEM MAY HAVE TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
RESPECTIVE JURISDICTIONS IN RESPECT OF THIS AGREEMENT, ANY OTHER CREDIT
DOCUMENT OR ANY DOCUMENT RELATED THERETO.

                 (d)      NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT,
ANY LENDER, ANY HOLDER OF A NOTE OR ANY CREDIT PARTY TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST BORROWER IN ANY OTHER JURISDICTION.

         SECTION 11.8     INDEPENDENT NATURE OF LENDERS' RIGHTS.  The amounts
payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and enforce its
rights pursuant to this Agreement and its Notes, and it shall not be necessary
for any other Lender to be joined as an additional party in any proceeding for
such purpose.

         SECTION 11.9     COUNTERPARTS.  This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.

         SECTION 11.10    EFFECTIVENESS; SURVIVAL.

                 (a)      This Agreement shall not become effective until the
date (the "Effective Date") on which all of the parties hereto shall have
signed a counterpart hereof (whether the same or different counterparts) and
the signature of the Borrower shall not be effective until after execution
hereof by all the Lenders and acceptance of delivery of this Agreement by the
Agent (or an agent of the Agent) pursuant to Section 5.1.

                 (b)      The obligations of Borrower under Sections 4.7(b),
4.10, 4.12, 4.16, and 11.4 hereof shall survive for one hundred twenty (120)
days after the payment in full of the Notes after the Final Maturity Date.  All
representations and warranties made herein, in the certificates, reports,
notices, and other documents delivered pursuant to this Agreement shall survive
the execution and delivery of this Agreement, the other Credit





                                       66
<PAGE>   73

Documents, and such other agreements and documents, the making of the Loans
hereunder, and the execution and delivery of the Notes.

         SECTION 11.11    SEVERABILITY.  In case any provision in or obligation
under this Agreement or the other Credit Documents shall be invalid, illegal or
unenforceable, in whole or in part, in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

         SECTION 11.12    INDEPENDENCE OF COVENANTS.  All covenants hereunder
shall be given independent effect so that if a particular action or condition
is not permitted by any of such covenants, the fact that it would be permitted
by an exception to, or be otherwise within the limitation of, another covenant,
shall not avoid the occurrence of a Default or an Event of Default if such
action is taken or condition exists.

         SECTION 11.13    CHANGE IN ACCOUNTING PRINCIPLES, FISCAL YEAR OR TAX
LAWS.  If (i) any preparation of the financial statements referred to in
Section 7.7 hereafter occasioned by the promulgation of rules, regulations,
pronouncements and opinions by or required by the Financial Accounting
Standards Board or the American Institute of Certified Public Accounts (or
successors thereto or agencies with similar functions) (other than changes
mandated by FASB 106) result in a material change in the method of calculation
of financial covenants, standards or terms found in this Agreement, (ii) there
is any change in Borrower's fiscal quarter or fiscal year as provided herein,
or (iii) there is a material change in federal tax laws which materially
affects any of the Consolidated Companies' ability to comply with the financial
covenants, standards or terms found in this Agreement, Borrower and the
Required Lenders agree to enter into negotiations in order to amend such
provisions so as to equitably reflect such changes with the desired result that
the criteria for evaluating any of the Consolidated Companies, financial
condition shall be the same after such changes as if such changes had not been
made.  Unless and until such provisions have been so amended, the provisions of
this Agreement shall govern.

         SECTION 11.14    HEADINGS DESCRIPTIVE; ENTIRE AGREEMENT.  The headings
of the several sections and subsections of this Agreement are inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement.  This Agreement, the other Credit Documents,
and the agreements and documents required to be delivered pursuant to the terms
of this Agreement constitute the entire agreement among the parties hereto and
thereto regarding the subject matters hereof and thereof and supersede all
prior agreements, representations and understandings related to such subject
matters.





                                       67
<PAGE>   74


         SECTION 11.15    TIME IS OF THE ESSENCE.  Time is of the essence in
interpreting and performing this Agreement and all other Credit Documents.

         SECTION 11.16    USURY.  It is the intent of the parties hereto not to
violate any federal or state law, rule or regulation pertaining either to usury
or to the contracting for or charging or collecting of interest, and Borrower
and Lenders agree that, should any provision of this Agreement or of the Notes,
or any act performed hereunder or thereunder, violate any such law, rule or
regulation, then the excess of interest contracted for or charged or collected
over the maximum lawful rate of interest shall be applied to the outstanding
principal indebtedness due to Lenders by Borrower under this Agreement.

         SECTION 11.17    CONSTRUCTION.  Should any provision of this Agreement
require judicial interpretation, the parties hereto agree that the court
interpreting or construing the same shall not apply a presumption that the
terms hereof shall be more strictly construed against one party by reason of
the rule of construction that a document is to be more strictly construed
against the party who itself or through its agents prepared the same, it being
agreed that Borrower, Agent, Lenders and their respective agents have
participated in the preparation hereof.

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


                [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]






                                       68
<PAGE>   75


                               [SIGNATURE PAGE TO
                           REVOLVING CREDIT AGREEMENT
                    BETWEEN SUNTRUST BANK, CENTRAL FLORIDA,
                         NATIONAL ASSOCIATION, AS AGENT
                         AND DISCOUNT AUTO PARTS, INC.]



                                           BORROWER:

Signed, sealed and delivered               DISCOUNT AUTO PARTS, INC.
in the presence of:


/s/ Gary I. Teblum                         By: /s/ C. Michael Moore     
-------------------------------                 -------------------------------
Print Name: Gary I. Teblum                 C. Michael Moore,
                                           Chief Financial Officer/ Secretary


 /s/ Robert Kennedy           
-------------------------------
Print Name: Robert Kennedy            

Address for Notices:

Post Office Box 8080
Lakeland, Florida 33802

Telecopy No. (941) 284-2063
Telephone No. (941) 284-2140






                                       69
<PAGE>   76


                      [SIGNATURE PAGE TO REVOLVING CREDIT
               AGREEMENT BETWEEN SUNTRUST BANK, CENTRAL FLORIDA,
                        NATIONAL ASSOCIATION, AS AGENT,
                         AND DISCOUNT AUTO PARTS, INC.]




Signed, sealed and delivered               SUNTRUST BANK, CENTRAL
in the presence of:                        FLORIDA, NATIONAL ASSOCIATION, 
                                           individually and as Agent



/s/ Robert Kennedy                         By: /s/ Vipul Patel  
----------------------------------            -----------------------------
Print Name: Robert Kennedy                    Vipul Patel, 
                                              Vice President


 /s/ Gary I. Teblum           
----------------------------------
Print Name: Gary I. Teblum            


Address for Notices:

200 S. Orange Avenue
6th Floor - SOAB
Orlando, Florida  32801

Telecopy No.  (407) 237-4076
Telephone No. (407) 237-5352


Payment Office:

200 S. Orange Avenue
6th Floor - SOAB

__________________________________________________________________

Revolving Loan Commitment: $80,000,00.00

Pro Rata Share of Revolving Loan Commitment: 45.7%
(rounded to the nearest .1%)






                                       70
<PAGE>   77


                      [SIGNATURE PAGE TO REVOLVING CREDIT
               AGREEMENT BETWEEN SUNTRUST BANK, CENTRAL FLORIDA,
                        NATIONAL ASSOCIATION, AS AGENT,
                         AND DISCOUNT AUTO PARTS, INC.]



Signed, sealed and delivered               AMSOUTH BANK, individually
in the presence of:                        and as Co-Agent



/s/ Tina C. Lites                          By: /s/ Anthony Stiffler      
----------------------------------            --------------------------------
Print Name: Tina C. Lites                      Anthony Stiffler,
                                               Vice President


 /s/ K. Longanecker            
----------------------------------
Print Name: Kristen Longanecker        

Address for Notices:

65 North Orange Avenue
Post Office Box 588001
Orlando, Florida  32858

Attn:  Mr. Tony Stiffler
       Vice President - Commercial Banking

Telecopy No.  (407)649-8441
Telephone No. (407)680-5720


Payment Office:

65 North Orange Avenue
Orlando, Florida  32801



___________________________________________________________________

Revolving Loan Commitment: $35,000,000.00

Pro Rata Share of Revolving Loan Commitment: 20.0%






                                       71
<PAGE>   78


                      [SIGNATURE PAGE TO REVOLVING CREDIT
               AGREEMENT BETWEEN SUNTRUST BANK, CENTRAL FLORIDA,
                        NATIONAL ASSOCIATION, AS AGENT,
                         AND DISCOUNT AUTO PARTS, INC.]



Signed, sealed and delivered               BARNETT BANK, N.A.,
in the presence of:                        individually and as Co-Agent



/s/ Deborah Harvey                         By: /s/ Thomas R. Hermann     
--------------------------------               ------------------------------
Print Name: Deborah Harvey                     Thomas R. Hermann,
                                               Exec. Vice President


 /s/ Myna Lee Ince            
--------------------------------
Print Name: Myna Lee Ince             

Address for Notices:

331 South Florida Avenue
Third Floor
Lakeland, Florida  33815

Attention:  Mr. Thomas R. Hermann
            Corporate Banking Executive

Telecopy No.  (941)680-5732
Telephone No. (941)680-5720




Payment Office:

331 South Florida Avenue
Lakeland, Florida  33815




___________________________________________________________________

Revolving Loan Commitment: $35,000,000.00

Pro Rata Share of Revolving Loan Commitment: 20.0%






                                       72
<PAGE>   79


                      [SIGNATURE PAGE TO REVOLVING CREDIT
               AGREEMENT BETWEEN SUNTRUST BANK, CENTRAL FLORIDA,
                        NATIONAL ASSOCIATION, AS AGENT,
                         AND DISCOUNT AUTO PARTS, INC.]



Signed, sealed and delivered               FIRST UNION NATIONAL BANK
in the presence of:



/s/ Barbara Melton                         By: /s/ Michael J. Carlin     
---------------------------------             ------------------------------
Print Name: Barbara Melton                     Michael J. Carlin,
                                               Senior Vice President


 /s/ Mariann Cooper            
---------------------------------
Print Name: Mariann Cooper             

Address for Notices:

800 North Magnolia Avenue
Mail Code FL 2117
Orlando, Florida  32803

Attention:  Mr. Michael J. Carlin
            Senior Vice President

Telecopy No.  (904)361-2037
Telephone No. (904)361-3455



Payment Office:

800 North Magnolia Avenue
Mail Code FL 2117
Orlando, Florida  32803




___________________________________________________________________

Revolving Loan Commitment: $15,000,000.00

Pro Rata Share of Revolving Loan Commitment: 8.6%
(rounded to the nearest .1%)






                                       73
<PAGE>   80


                      [SIGNATURE PAGE TO REVOLVING CREDIT
               AGREEMENT BETWEEN SUNTRUST BANK, CENTRAL FLORIDA,
                        NATIONAL ASSOCIATION, AS AGENT,
                         AND DISCOUNT AUTO PARTS, INC.]


Signed, sealed and delivered               THE FUJI BANK AND TRUST
in the presence of:                        COMPANY



/s/ Walter T. Duffy III                    By: /s/ Toshiaki Yakura     
----------------------------------            ---------------------------------
Print Name: Walter T. Duffy III                Toshiaki Yakura,
                                               Executive Vice President

 /s/ Chigusa Tada              
-----------------------------------
Print Name: Chigusa Tada               

Address for Notices:                       with a copy to:

Fuji Bank Limited                          The Fuji Bank & Trust Company
First Union Financial Center               Two World Trade Center 
Suite 3440                                 79th Floor 
200 South Biscayne Blvd.                   New York, New York 10048 
Miami, Florida  33131
                                           Attn:  Mr. Raymond Ventura
                                                  Vice President 
Attn:  Mr. Stephen Hanas                          and Manager       
       Vice President
                                                        

Telecopy No.  (305)381-8338                Telecopy No.  (212)912-0516 
Telephone No. (305)374-2226                Telephone No. (212)898-2062


Payment Office:

Two World Trade Center
79th Floor
New York, New York  10048



___________________________________________________________________
Revolving Loan Commitment: $10,000,000.00

Pro Rata Share of Revolving Loan Commitment: 5.7%
(rounded to the nearest .1%)






                                       74