<PAGE>
                                                                   EXHIBIT (4c)

                                                               [EXECUTION COPY]

                                AMENDMENT NO. 1
                                       to
                          LOAN AND SECURITY AGREEMENT

         THIS AMENDMENT NO. 1 dated as of March 11, 2003, is made by and among
RUSSELL CORPORATION, an Alabama corporation, certain of its subsidiaries, the
financial institutions party thereto from time to time as the Lenders, JP
MORGAN CHASE BANK and SUNTRUST BANK, as Co-Syndication Agents, THE CIT
GROUP/BUSINESS CREDIT, INC. and BANK OF AMERICA, N.A., as Co-Documentation
Agents, WACHOVIA BANK, NATIONAL ASSOCIATION and GENERAL ELECTRIC CAPITAL
CORPORATION, as Co-Agents, and FLEET CAPITAL CORPORATION, a Rhode Island
corporation, as Administrative Agent for the Lenders.

                             Preliminary Statement

         The Borrowers, the Lenders, the Co-Syndication Agents, the
Documentation Agents, the Co-Agents and the Administrative Agent are parties to
a Loan and Security Agreement dated as of April 18, 2002 (the "Loan Agreement";
terms defined in the Loan Agreement, and not otherwise defined herein, are used
in this Amendment as defined in the Loan Agreement).

         The Borrowers have requested that the Lenders amend the Loan Agreement
in certain respects and the Lenders have agreed to do so, upon and subject to
the terms, conditions and provisions of this Amendment.

                             Statement of Agreement

         In consideration of the Loan Agreement, the Loans made by the Lenders
and outstanding thereunder, the mutual promises hereinafter set forth and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

         Section 1.     Amendments to Loan Agreement. Effective as provided in
SECTION 2, the Loan Agreement is hereby amended as follows:

         (a)      by amending Section 1.1 Definitions by inserting therein in
                  appropriate alphabetical order, the following new
                  definitions:

                  "Acquired Business" means all or any portion of a Business
         Unit or Investment consisting of Equity Interests acquired by one or
         more Borrowers after the Closing Date.

                  "Average Availability" means the average daily Availability
         computed for the 120-day period ending on the date on which Average
         Availability is to be determined.

                  "Bike Amount" means the cash portion of the purchase price of
         the Acquisition of the assets of Bike Athletic Company.


<PAGE>

                  "Cash Purchase Price", when used in connection with an
         Acquisition, means the cash portion of the purchase price paid or
         agreed to be paid (whether in a single installment or in multiple
         installments over time and whether fixed or contingent) in connection
         with such Acquisition in the Fiscal Year in which the Acquisition is
         closed, minus the Deferred Cash Portion with respect to such
         Acquisition not paid during such Fiscal Year.

                  "Daily LIBOR Rate" means the rate per annum determined on a
         weekly basis by the Swingline Lender on the basis of the offered rate
         for deposits in Dollars in the London interbank borrowing market of
         amounts equal or comparable to the amount of the Swingline Facility
         for a term of seven (7) days, which appears on the Telerate LIBOR
         Screen Page 3875 as of 11:00 a.m. (London time) two Business Days
         prior to the first Business Day of each calendar week (provided that
         if more than one such offered rate appears on such page, "Daily LIBOR
         Rate" shall be the arithmetic average rounded upward, if necessary, to
         the next higher 1/100 of 1%) of such offered rates, divided by an
         amount equal to one minus the Reserve Percentage.

                  "Deferred Cash Portion", when used in connection with an
         Acquisition, means the portion of the purchase price of an Acquisition
         which is payable in cash but the payment of which is wholly contingent
         upon the occurrence of specified events or circumstances in the
         future, including without limitation the achievement of certain
         financial results, the occurrence of which is uncertain at the time of
         the closing of the Acquisition. For purposes of this Agreement, the
         amount of "Deferred Cash Portion" outstanding or payable at any given
         time shall equal (i) the amount reasonably projected by the Borrowers
         to be actually payable and/or (ii) if the amount of the Deferred Cash
         Portion is a sum certain by reason of the subsequent removal of any
         contingency or a final calculation agreed to by the buyer and seller,
         such final amount.

                  "Excluded Acquisition" means any Acquisition which does not
         involve a total cash consideration and Secured Debt permitted under
         SECTION 12.2(K) in excess of $10,000,000 and does not, when added to
         other Excluded Acquisitions during the same Fiscal Year, in the
         aggregate cause total cash consideration and amounts of Secured Debt
         permitted under SECTION 12.2(K) in all such Acquisitions to exceed
         $30,000,000.

                  "Factor Collateral" means (a) all of the RFS accounts arising
         from a Borrower's sales of merchandise or rendition of services to
         customers which RFS acquires from such Borrower pursuant to its
         Receivables Purchase Agreement and sells and assigns to factor
         pursuant to the factoring agreement (all of the foregoing, the
         "Factoring Accounts" and, individually, a "Factored Account"); (b) all
         Related Security (as hereinafter defined) with respect to each
         Factored Account; (c) all sums standing to the credit of RFS with the
         factor; (d) any property of RFS coming into the factor's possession in
         the ordinary course of its factoring of the Factored Accounts; and (e)
         all proceeds of the foregoing. "Related Security" means, with respect
         to any Factored Account, the following: (i) all security interests or
         liens and property subject thereto from time to time purporting to
         secure payment of such Factored Account, whether pursuant to the
         contract related to such Factored Account or otherwise, including all
         rights of stoppage in transit, replevin, reclamation, supporting
         obligations and letter of credit rights (as such terms are defined in
         the UCC), and all claims of lien filed or held by a Borrower or RFS on
         personal property; (ii) all rights to any goods whose sale gave rise
         to such Factored Account,


                                       2
<PAGE>

         including returned or repossessed goods, which are segregated from
         each Borrower's and RFS' other goods; (iii) all instruments,
         documents, chattel paper and general intangibles (each as defined in
         the UCC) arising from, related to or evidencing such Factored Account;
         (iv) all Uniform Commercial Code financing statements covering any
         collateral securing payment of such Factored Account; (v) all
         guaranties and other agreements or arrangements of whatever character
         from time to time supporting or securing payment of such Factored
         Account whether pursuant to the contract related to such Factored
         Account or otherwise; (vi) all records of any nature evidencing or
         related to the Factored Accounts, including contracts, invoices,
         charge slips, credit memoranda, notes and other instruments and other
         documents, books, records and other information (including, without
         limitation, computer data); and (vii) all proceeds and amounts
         received or receivable arising from any of the foregoing.

                  "Guaranty Reserve" means (i) at any time that no Default or
         Event of Default exists, all or any portion of the amount in excess of
         $3,000,000 of total obligations that are guaranteed by a Loan Party
         pursuant to SECTION 12.3(iii) that the Administrative Agent, in its
         sole discretion, determines should constitute the Guaranty Reserve,
         and (ii) at any time that a Default or Event of Default exists, all or
         any portion of the total obligations that are guaranteed by a Loan
         Party pursuant to SECTION 12.3(iii) that the Administrative Agent, in
         its sole discretion, determines should constitute the Guaranty
         Reserve.

                  "Permitted Factor Lien" means a security interest in an
         Account of a Borrower in favor of a factor who is a party to a
         factoring arrangement with such Borrower permitted under SECTION 12.7.

                  "Permitted Repurchase" means any (i) purchase by Russell or a
         Subsidiary, in open market transactions, of its Senior Notes and
         Common Stock or (ii) any redemption of Senior Notes pursuant to the
         terms of the Senior Notes Indenture, in each case following at least
         48 hours advance notice to the Administrative Agent (which notice may
         be waived by the Administrative Agent in its discretion), which, when
         added to all prior such purchases during the same Fiscal Year, does
         not exceed, in the aggregate for all such purchases and redemptions,
         $75,000,000, plus the Rollover Amount, minus the sum of the cash
         purchase prices of Section 12.4 Investments and the Cash Purchase
         Price of the Permitted Acquisitions made during such Fiscal Year and
         the Deferred Cash Portion of Permitted Acquisitions paid or to be paid
         during such Fiscal Year.

                  "Rollover Amount" means, for each Fiscal Year, the amount, if
         any, by which $75,000,000 exceeds the sum of the Cash Purchase Price
         of all Permitted Acquisitions, and the Deferred Cash Portions of
         Permitted Acquisitions paid, and the cash portion of the purchase
         prices of all Section 12.4 Investments and Permitted Repurchases
         during the immediately preceding Fiscal Year, up to a maximum of
         $15,000,000.

                  "Swingline Rate" means the sum of the following (1) the Daily
         LIBOR Rate, plus (ii) the Applicable Margin then in effect for LIBOR
         Revolving Credit Loans, plus (iii) .375%.


                                       3
<PAGE>

         (b)      by amending the definition of "Eligible Account" in Section
1.1 Definitions by amending clause (p) in its entirety, changing clause (q) to
clause (r) and inserting a new clause (q), to read as follows:

                  (p)      such Account is subject to the Security Interest,
         which is perfected as to such Account, and is subject to no other Lien
         whatsoever other than a Permitted Lien arising by operation of law and
         a Permitted Factor Lien and the goods giving rise to such Account were
         not, at the time of the sale thereof, subject to any Lien other than
         the Security Interest or other Permitted Lien arising by operation of
         law;

                  (q)      such Account is not owing by an Account Debtor whose
         Accounts are subject to any arrangement with any factor unless such
         factor has entered into an intercreditor agreement in form and
         substance satisfactory to the Administrative Agent in its sole
         discretion; and

         (c)      by further amending Section 1.1 Definitions by amending the
following definitions in their entireties to read as follows:

                  "Applicable Margin" means as to each Type of Loan under each
         Facility, the Tier II rate per annum set forth under the appropriate
         caption on the pricing matrix attached hereto as ANNEX B, subject to
         quarterly adjustment as follows: From and after the delivery of the
         consolidated quarterly financial statements of Russell and its
         Consolidated Subsidiaries for each Fiscal Quarter and the related
         officer's certificate in accordance with the respective provisions of
         SECTIONS 11.1(b) and 11.3, the foregoing percentages will be adjusted
         effective January 5, 2003 and as of the first day of each succeeding
         Fiscal Quarter thereafter, that begins at least 10 days after delivery
         of quarterly financial statements and the related officer's
         certificate for the previous Fiscal Quarter (each, a "Margin
         Adjustment Date"), to the percentages set forth in ANNEX B that
         correspond to the Fixed Charge Coverage Ratio covenant calculation
         reflected in such financial statements and the related certificate;
         PROVIDED, that if and for so long as a Default or Event of Default
         exists, no downward adjustment in the Applicable Margin otherwise
         indicated shall be effected.

         "Borrowing Base" means at any time an amount equal to the lesser of:

         (a)      the Revolving Credit Facility, minus the Letter of Credit
Reserve and the Guaranty Reserve, and

         (b)      an amount equal to

                  (i)      85% of the face value of Eligible Accounts and
                  Eligible Amounts Due from Factor due and owing at such time,
                  plus

                  (ii)     the lesser of: (A) the sum of 50% as to raw
                  materials and work in process and 60% as to finished goods,
                  in each case of the value of Eligible Inventory consisting of
                  such items, determined on the basis of the lesser of FIFO
                  cost and market value and (B) 85% of the Appraised Value of
                  Eligible Inventory, plus

                  (iii)    the L/C Inventory Amount, plus


                                       4
<PAGE>

                  (iv)     during the period April 15 through August 31 of each
                  Fiscal Year, the Seasonal Increase, minus

                  (v)      the Letter of Credit Reserve, minus

                  (vi)     the Dilution Reserve, minus

                  (vii)    the Environmental Compliance Reserve (which on the
                  Effective Date is zero), minus

                  (viii)   the Royalty Reserve, minus

                  (ix)     the Guaranty Reserve;

         where "Seasonal Increase" means 10% of the value of Eligible
         Inventory, determined on the basis of the lesser of FIFO cost and
         market value.

                  "Cash Equivalents" means

                  (a)      Dollars;

                  (b)      securities issued or directly and fully guaranteed
         or insured by the United States government or any agency or
         instrumentality thereof or any state having maturities of not more
         than one year after the date of acquisition;

                  (c)      certificates of deposit and Eurodollar time deposits
         with maturities of one year or less from the date of acquisition,
         bankers' acceptances with maturities not exceeding one year and
         overnight bank deposits, in each case with any Lender or any domestic
         commercial bank or U.S. branch of a foreign commercial bank having
         capital and surplus in excess of $250 million and a Thompson Bank
         Watch Rating of "B" or better;

                  (d)      repurchase obligations with a term of not more than
         seven days for underlying securities of the types described in CLAUSES
         (b) and (c) above entered into with any financial institution meeting
         the qualifications specified in said CLAUSE (c);

                  (e)      commercial paper having the highest rating
         obtainable from Moody's or S&P and in each case maturing within 270
         days after the date of acquisition; and

                  (f)      investments in funds which invest primarily in
         assets described in (a) through (e) above.

                  "Eligible Amounts Due from Factor" means the amount payable
         from time to time to the Borrowers by factors with respect to Accounts
         which have been sold or transferred in accordance with the provisions
         of SECTION 12.7(e), or otherwise pursuant to consent by the Required
         Lenders, as to which factors (x) have assumed the risk of loss
         resulting from an Account Debtor's failure to pay such Accounts at
         maturity because of its financial inability and (y) otherwise have no
         rights of offset against collections not approved by the
         Administrative Agent, net of the sum of all discounts, returns,
         allowances, deductions, fees, commissions, and other charges, charge
         backs and


                                       5
<PAGE>

         obligations due to factors and net of all reserves taken by factors,
         including, without limitation, (a) any customer deductions, (b) any
         factor risk account receivables which are not paid in full because of
         a dispute (real or alleged), (c) any account receivable with respect
         to which the client or a seller has breached any of the warranties or
         representations set forth in the agreement with factor, (d) any early
         payment anticipation deducted by a customer on any account receivable,
         (e) any client risk account receivable, and (f) payments received by
         factor on client risk accounts receivable which factor is required at
         any time or for any reason to turnover or return (including, without
         limitation, payments made by factor in connection with preference
         claims asserted in a bankruptcy or other insolvency proceeding), which
         amount is determined based upon statements provided by factors or, in
         the absence of such current statements, as determined by the
         Administrative Agent in its reasonable discretion.

                  "Fixed Charge Coverage Ratio" means, for any specified
         accounting period, the ratio of EBITDA of Russell and its Consolidated
         Subsidiaries for such period, less the sum of cash income taxes paid,
         Restricted Payments and Restricted Distributions (excluding Permitted
         Repurchases), Capital Expenditures (other than Financed Capex) and
         Previously Reserved Cash Payments made, on a consolidated basis by
         Russell and its Consolidated Subsidiaries during such period, to the
         sum of (i) interest expense for such period plus (ii) current
         maturities of long-term Debt as of the date of determination, in each
         case determined in accordance with GAAP on a consolidated basis for
         Russell and its Consolidated Subsidiaries; PROVIDED, that (x) for any
         specified accounting period of less than four consecutive Fiscal
         Quarters, current maturities of long-term Debt as of the date of
         determination shall be multiplied by a fraction, the numerator of
         which is the number of Fiscal Quarters included in such specified
         accounting period and the denominator of which is four and (y) for
         purposes of calculating current maturities of long-term Debt for the
         last four Fiscal Quarters during which this Agreement is in effect,
         the principal amount of all Revolving Credit Loans that are due and
         payable on the Termination Date shall be excluded.

                  "Permitted Investments" means Investments of any Loan Party
         or Subsidiary in:

                  (a)      (i) At any time Revolving Credit Loans are
                  outstanding, Cash Equivalents of up to $30,000,000, and (ii)
                  at any time there are no Revolving Credit Loans outstanding,
                  all Cash Equivalents, in each case so long as the
                  requirements of SECTION 5.16 are met to the extent necessary
                  to assure that such Cash Equivalents are subject to the
                  Security Interest.

                  (b)      sales of inventory on credit in the ordinary course
                  of business,

                  (c)      in any Loan Party (including any Permitted
                  Acquisition that involves an Investment in Equity Interests
                  of a Person that thereby becomes a Loan Party),

                  (d)      any Subsidiary that is not a Loan Party to the
                  extent that such Investment is outstanding on the Effective
                  Date,

                  (e)      shares of capital stock, evidence of Indebtedness or
                  other security acquired in consideration for or as evidence
                  of past-due or restructured Accounts,


                                       6
<PAGE>

                  (f)      non-cash consideration received in connection with
                  any Asset Disposition otherwise permitted hereby,

                  (g)      Guaranties permitted pursuant to SECTION 12.3,

                  (h)      those items described on SCHEDULE 1.1B - PERMITTED
                  INVESTMENTS,

                  (i)      loans and advances (i) to officers, directors and
                  employees of any Loan Party or its Subsidiaries in the
                  ordinary course of business or (ii) to officers, directors
                  and employees and to independent sales representatives of any
                  Loan Party or its Subsidiaries secured by the pledge of
                  shares of Russell capital stock made to finance the purchase
                  by such officers, directors, employees or representatives of
                  such stock or made to finance tax liabilities of any such
                  Person resulting from the exercise of stock options or the
                  sale of capital stock of Russell by such Person, in each case
                  consistent with past practices of such Loan Party or
                  Subsidiary and consistent with Applicable Law, and

                  (j)      at any time no Default or Event of Default exists,
                  up to $10,000,000 of Investments during any Fiscal Year, so
                  long as they are subject to the Security Interest, provided
                  that no more than 66 2/3% of the Equity Interests of any
                  Foreign Subsidiary shall be required to be subject to the
                  Security Interest.

                  "Permitted Pro Forma Adjustments" as applied to any Person or
         Business Unit Acquired after the Effective Date means, as of any date
         of determination, the actual results of operations of such Person or
         Business Unit for the period of 12 months ended nearest to the date of
         determination, as if such Person or Business Unit had been Acquired
         (and any related Debt had been incurred) on the first day of such
         12-month period, as adjusted with the approval of the Administrative
         Agent to reflect verifiable, adequately documented severance payments
         and reductions in officer and employee compensation, insurance
         expenses, interest expense, rental expense, and other overhead
         expense, and, for all Acquisitions during any Fiscal Year, up to an
         aggregate amount of $15,000,000 of transaction expenses and other
         quantifiable expenses which are not anticipated to be incurred on an
         ongoing basis following completion of such Acquisitions.

                  "Swingline Facility" means an amount equal to (i) $30,000,000
         during any period of 60 consecutive days falling between October 1 and
         December 31 of each year chosen by the Borrowers' Representative and
         (ii) $20,000,000 at all other times.

         (d)      by amending Section 5.1(a)(ii) by adding at the end thereof
the following proviso: "; provided, however, that in the event the Borrowers
have selected an Interest Period of three months or less, the Borrowers shall
be required to pay accrued interest only on the last day of such Interest
Period.

         (e)      by amending Section 5.1(b) Swingline Loans in its entirety to
read as follows:

         (b)      Swingline Loans. Subject to the provisions of SECTION 5.1(d),
         the Borrowers will pay interest on the unpaid principal amount of each
         Swingline Loan for each day from the day such Loan is made, until such
         Loan is paid (whether at maturity, by reason of


                                       7
<PAGE>

         acceleration, or otherwise), at a rate per annum equal to the
         Swingline Rate, payable monthly in arrears as it accrues on the first
         day of each month.

         (f)      by amending Section 5.10(g) Voluntary Prepayment of Term Loan
by substituting a ";" for "." at the end thereof and adding to the end thereof
the following:

         provided that the Borrowers may prepay in its entirety the Term Loan
         installment due December 31 of each year prior to such date but on or
         after September 30 of such year.

         (g)      by amending Section 5.10(h) Mandatory Prepayments by deleting
Section 5.10(h)(i)(A) in its entirety and substituting in lieu thereof the
following:

                  (A)      Asset Disposition. Upon receipt by the Borrowers or
                  any Subsidiary of the Net Proceeds of any Asset Dispositions
                  in excess of $5,000,000 in the aggregate in any Fiscal Year,
                  the Borrowers shall apply such Net Proceeds to prepay the
                  Loans as provided in SECTION 5.10(i). Subject to the last
                  paragraph of SECTION 5.10(i) below, prepayments pursuant to
                  this paragraph (A) shall be effected quarterly on the date
                  that is ten Business Days following the earlier of the date
                  on which Russell's Form 10-Q or Form 10-K, as applicable, is
                  filed with the SEC or the date on which such forms are due to
                  be filed under Applicable Law.

         (h)      by amending Section 5.10(i)(C) Other Amounts in its entirety
to read as follows:

                  (C)      Other Amounts. Any prepayment amounts (other than
         those described in the foregoing SECTIONS 5.10(i)(A) and (B) and in
         the proviso at the end of SECTION 5.10(g)) shall be applied first to
         the outstanding principal amount of the Term Loans ratably as to the
         remaining installments thereof to the extent of such Loans. After all
         Term Loans have been repaid, any such other amounts, and any amounts
         under SECTION 5.10(h)(i)(C), shall be applied to repay outstanding
         Swingline Loans and then to outstanding Revolving Credit Loans, but
         without any reduction in Commitments.

         (i)      by amending Section 5.11 Payments Not at End of Interest
Period; Failure to Borrow to read in its entirety as follows:

                  Section 5.11 Payments Not at End of Interest Period; Failure
         to Borrow. If for any reason any payment of principal with respect to
         any LIBOR Loan is made on any day prior to the last day of the
         Interest Period applicable to such LIBOR Loan or, after having given a
         Notice of Borrowing with respect to any LIBOR Revolving Credit Loan or
         a Notice of Conversion or Continuation with respect to any Loan to be
         continued as or converted into a LIBOR Loan, such Loan is not made or
         is not continued as or converted into a LIBOR Loan due to the
         Borrowers' failure to borrow or to fulfill the applicable conditions
         set forth in ARTICLE 6, the Borrowers shall pay to each Lender (i) a
         fee in the amount of $250.00 and (ii) an amount computed pursuant to
         the following formula:

                  L = (R - T) x P x D
                      ---------------
                             360

                  L = amount payable to the Lender


                                       8
<PAGE>

                  R = LIBOR

                  T = effective interest rate per annum at which any readily
                      marketable bond or other obligation of the United States,
                      selected at the Lender's sole discretion, maturing on or
                      near the last day of the Interest Period applicable to
                      such Loans and in approximately the same amount as such
                      Loans of or to have been made by the Lender can be
                      purchased by the Lender on the day of such payment of
                      principal or failure to borrow or convert or continue

                  P = the amount of principal prepaid or the amount of the
                      requested Loans of or to have been made by the Lender

                  D = the number of days remaining in the applicable Interest
                      Period as of the date of such payment or the number of
                      days of the requested Interest Period

         The Borrowers shall pay the fee on demand by the Administrative Agent
         and shall pay such other amounts upon presentation by the
         Administrative Agent of a statement setting forth the amount and the
         applicable Lender's calculation thereof in reasonable detail, which
         statement shall be deemed true and correct absent manifest error.

         (j)      by amending Section 5.13(d) to read in its entirety as
                  follows:

                  (d)      In no event shall there be more than ten LIBOR Loans
                  outstanding hereunder at any time. For the purposes of this
                  SUBSECTION (d), each LIBOR Loan having a distinct Interest
                  Period shall be deemed to be a separate Loan hereunder.

         (k)      by amending Section 7.1(f) Business to read in its entirety
as follows:

                  (f)      Business. The Borrowers are engaged principally in
                  the business of designing, manufacturing, marketing and
                  distributing sports uniforms, athletic and other apparel and
                  sports equipment.

         (l)      by amending Section 9.12(c) Borrowing Base Certificate to
read in its entirety as follows:

         (c)      Borrowing Base Certificate. The Borrowers shall deliver to
         the Administrative Agent as soon as available but in any event not
         later than the first Business Day following the 19th day following the
         last day of each accounting month of the Borrowers, which day shall
         have been identified by the Borrowers to the Administrative Agent and
         approved by the Administrative Agent not later than the first such
         accounting month-end in each Fiscal Year of the Borrowers, a Borrowing
         Base Certificate prepared as of the close of the last Business Day of
         such accounting month most recently ended.

         The Borrowers may, at their option at any time, submit a Borrowing
         Base Certificate supported by a Schedule of Inventory and a Schedule
         of Accounts, which shall, for purposes of calculating Availability
         hereunder, supersede the next preceding Schedule of Accounts, Schedule
         of Inventory and Borrowing Base Certificate delivered hereunder.

                                       9
<PAGE>

         (m)      by amending Section 11.1(b) Monthly Financial Statements in
its entirety to read as follows:

         (b)      Monthly Financial Statements. As soon as available after the
         end of each month, but in any event within 30 days after the end of
         each accounting month (or within 45 days after the end of each
         accounting month that is the last month in a Fiscal Quarter), copies
         of the unaudited consolidated balance sheets of Russell and its
         Consolidated Subsidiaries as at the end of such month and the related
         unaudited consolidated statements of income and (if such month is the
         last month of a Fiscal Quarter) cash flows for Russell and its
         Consolidated Subsidiaries for such month, for the Fiscal Quarter then
         ended (if such month is the last month of a Fiscal Quarter) and for
         the portion of the Fiscal Year through such month, certified by the
         Financial Officer as presenting fairly the financial condition and
         results of operations of Russell and its Consolidated Subsidiaries
         (subject to normal year-end audit adjustments) for the applicable
         period(s), together with statements of depreciation, amortization and
         Capital Expenditures for such month and for the year to date period
         ending at the end of such month and, if requested by the
         Administrative Agent, with respect to any Fiscal Quarter end,
         consolidating balance sheets, statements of income and cash flows by
         Business Unit on the same basis prepared by the Borrowers for internal
         use;

         (n)      by amending Section 11.1(c) Forecast in its entirety to read
as follows:

         (c)      Forecast. As soon as available, but in any event not later
         than 30 days after the first day of each Fiscal Year beginning after
         the Effective Date, forecasted income statement and statement of cash
         flow and beginning and ending balance sheets for Russell and, if
         requested by the Administrative Agent, each of its Business Units (on
         a consolidated and consolidating basis on the same basis prepared by
         the Borrowers for internal use) for such Fiscal Year.

         (o)      by amending Section 12.3 Guaranties in its entirety to read
as follows:

                  Section 12.3 Guaranties. Become or remain liable with respect
         to any Guaranty of any obligation of any other Person, except that
         this SECTION 12.3 shall not apply to (i) any Loan Party's Guaranty of
         obligations permitted hereunder of another Loan Party (including
         Guarantees of the Senior Notes by the Loan Parties (other than
         Russell)) or to Borrowers' or Subsidiary's obligation to indemnify its
         officers and directors to the fullest extent permitted by the
         corporation or other Applicable Law of the jurisdiction of such
         Person's organization, (ii) Guaranties by Loan Parties which
         constitute Investments permitted hereunder, or (iii) Guaranties by
         Loan Parties of up to $10,000,000 of aggregate obligations of
         Subsidiaries which are not a Loan Party.

         (p)      by amending Section 12.4(a)(ii)(B) to read in its entirety as
follows:

                  (B)      (x) The cash portion of the purchase price for the
         Investment, when added to the cash portions of the purchase prices of
         any other Section 12.4 Investments and the amounts of the Cash
         Purchase Price of any Permitted Acquisitions closed in the same Fiscal
         Year and the amount of any Permitted Repurchases during such Fiscal
         Year, does not exceed $75,000,000 plus the Rollover Amount, if any,
         and (y) Availability and Average Availability immediately after giving
         effect to such Investment, will not be less


                                      10
<PAGE>

         than the sum of (I) $50,000,000 and $30,000,000, respectively, plus
         (II) in each case the aggregate amount of the Deferred Cash Portion of
         any Permitted Acquisitions closed during such Fiscal Year and the
         amount of any Deferred Cash Portion of any Permitted Acquisition
         closed in any previous Fiscal Year to be payable in such Fiscal Year;

         (q)      by amending Section 12.4(b) in its entirety to read as
follows:

                  (b)      Acquisitions as to which each of the following
         conditions is satisfied:

                                (i)     at least 14 days prior to the closing
                           date for the proposed Acquisition, the Borrowers
                           shall provide to the Administrative Agent and the
                           Lenders notice of such proposed Acquisition together
                           with an information package containing a written
                           description of the Acquisition, which shall include
                           such information as the Administrative Agent shall
                           reasonably request, including, without limitation,
                           the matters set forth in SCHEDULE 12.4(b), and, at
                           least 3 Business Days prior to the proposed closing
                           date, the Borrowers shall provide to the
                           Administrative Agent and its counsel the purchase
                           agreement and all other material documents and
                           agreements relating to such proposed Acquisition, in
                           substantially final form;

                                (ii)    (x) the Cash Purchase Price of the
                           Acquisition, when added to the Cash Purchase Price
                           of any other Permitted Acquisitions closed in the
                           same Fiscal Year, and the amount of any Deferred
                           Cash Portion paid or reasonably projected by the
                           Borrowers to be payable during such Fiscal Year, and
                           the total amount invested in Section 12.4
                           Investments in such Fiscal Year, and the cash
                           portion of Permitted Repurchases during such Fiscal
                           Year does not exceed the sum of (A) for Fiscal Year
                           2003, $85,000,000, excluding the Bike Amount, and
                           (B) for all other Fiscal Years, the sum of (I)
                           $75,000,000, plus (II) up to 100% of the net
                           proceeds of any issuance of Equity Interests of
                           Russell after the date hereof, if such issuance was
                           intended by Russell to finance, in part, such
                           purchase price as disclosed in advance by Russell to
                           the Lenders, plus (III) the Rollover Amount, if any,
                           and (y) Availability and Average Availability,
                           immediately after giving effect to such Acquisition,
                           computed on a pro forma basis satisfactory to the
                           Administrative Agent giving effect to such
                           Acquisition and to the payment of the Cash Purchase
                           Price and any Deferred Cash Portion of such
                           Acquisition and any Deferred Cash Portion of any
                           previous Permitted Acquisition payable during such
                           Fiscal Year and the inclusion in the Borrowing Base
                           on a pro forma basis of the Eligible Accounts and
                           Eligible Inventory acquired in connection with the
                           Acquisition, will be not less than $50,000,000 and
                           $30,000,000, respectively;

                                (iii)   the proposed Acquisition is an arm's
                           length transaction whereby a Borrower will (A) own
                           directly or indirectly at least 51% of the Equity
                           Interests in such Acquisition Target and will
                           control the governance of such Acquisition Target or
                           (B) acquire a Business Unit;


                                      11
<PAGE>

                                (iv)    at the time of the proposed Acquisition,
                           the Acquisition Target shall be engaged in a
                           business which is the same as or related, ancillary
                           or complementary to any of the businesses of the
                           Borrowers that are being conducted on the Agreement
                           Date, and a majority of the board of directors or
                           managers or comparable governing body of the
                           Acquisition Target shall have approved the
                           transaction;

                                (v)     at least 5 Business Days prior to the
                           consummation of the proposed Acquisition, the
                           Borrowers shall have demonstrated, in a manner
                           satisfactory to the Administrative Agent in its
                           reasonable judgment, (A) positive trailing 12-month
                           pro forma net income before provision for income
                           taxes, interest expense, depreciation, or
                           amortization of the Acquisition Target after giving
                           effect to Permitted Pro Forma Adjustments ("Target
                           EBITDA") and (B) compliance by Russell and its
                           Consolidated Subsidiaries with the terms and
                           provisions of this Agreement on a pro forma basis
                           after giving effect to Permitted Pro Forma
                           Adjustments for the Acquisition Target;

                                (vi)    the Administrative Agent shall have
                           reviewed the Accounts and received such appraisals
                           of Inventory to be acquired and included in the
                           Borrowing Base as the Administrative Agent in the
                           exercise of its reasonable credit judgment deems
                           material and environmental site assessments, in form
                           and substance satisfactory to the Administrative
                           Agent and the Lenders, with respect to any real
                           property owned by the Acquisition Target or operated
                           by the Acquisition Target;

                                (vii)   no Debt shall be incurred or assumed by
                           any Borrower or the Acquisition Target in connection
                           with or as a result of such proposed Acquisition
                           other than in compliance with the provisions of
                           SECTION 12.2;

                                (viii)  the Administrative Agent shall have
                           received such additional instruments, certificates
                           and other documents, including opinions of counsel,
                           as may be usual or customary in connection with
                           similar acquisitions and as the Administrative Agent
                           may reasonably request;


                                      12
<PAGE>

                                (ix)    in the case of an Acquisition of Equity
                           Interests, the Acquisition Target shall be merged
                           with and into a Borrower or the Acquisition Target
                           (other than any Acquisition Target that becomes a
                           Foreign Subsidiary) shall have executed and
                           delivered the Subsidiary Guaranty (or an effective
                           joinder agreement with respect thereto) and a
                           Guarantor Security Agreement unless the Borrowers
                           and the Administrative Agent have agreed that the
                           Acquisition Target is to become an additional
                           Borrower, in which case the Acquisition Target and
                           the other Borrowers shall have duly executed and
                           delivered such acknowledgment or amendment to this
                           Agreement and such additions to or replacements of
                           outstanding Notes as the Administrative Agent may
                           require evidencing the Acquisition Target's joint
                           and several liability for the Secured Obligations as
                           a Borrower under this Agreement;

                                (x)     the Administrative Agent, for itself and
                           on behalf of the Lenders, shall have obtained, or be
                           in the position to promptly obtain, a first priority
                           Lien (subject only to Permitted Liens) on the assets
                           of the Acquisition Target (other than any
                           Acquisition Target that becomes a Foreign
                           Subsidiary) or otherwise acquired in connection with
                           such Acquisition (other than any such Lien as to
                           which the Administrative Agent determines in writing
                           that the benefit thereof is not sufficient to
                           justify the cost of obtaining and perfecting such
                           Lien);

                                (xi)    at the time of and after giving effect
                           to the proposed Acquisition, no Default or Event of
                           Default shall exist;

                                (xii)   not later than the day of the closing of
                           the Acquisition a certificate of an officer of the
                           Borrowers' Representatives to the effect that the
                           conditions set forth in this SECTION 12.4(b) have
                           been satisfied on the closing date for such proposed
                           Acquisition; and

                                (xiii)  notwithstanding anything contained in
                           this Agreement to the contrary, with respect to
                           Excluded Acquisitions and related Permitted
                           Investments, the Administrative Agent may waive on
                           behalf of all the Lenders any of the requirements
                           set forth in this SECTION 12.4(b) in its sole and
                           absolute discretion.

         (r)      by amending Section 12.5 Capital Expenditures in its entirety
to read as follows:

                  Section 12.5 Capital Expenditures. Make or incur any Capital
                  Expenditures (excluding Financed Cap Ex) in any Fiscal Year
                  set forth in the table below in an amount greater than the
                  amount set forth opposite such Fiscal Year, provided that any
                  unused portion of such allowance up to $30,000,000 may be
                  carried over but only to the succeeding Fiscal Year. All
                  Capital Expenditures shall be applied first to reduce the
                  allowance set forth below and not the amount carried over.


                                      13
<PAGE>

                  Fiscal Year                      Allowance
                  -----------                      ---------

                  2003                            $55,000,000
                  2004                            $60,000,000
                  2005                            $65,000,000
                  2006                            $75,000,000

         (s)      by amending Section 12.6 Restricted Distributions and
Payments, Etc. in its entirety to read as follows:

                  Section 12.6 Restricted Distributions and Payments, Etc.
                  Declare or make any Restricted Distribution or Restricted
                  Payment, except that this SECTION 12.6 shall not apply to (a)
                  any Permitted Investment or (b) any Permitted Repurchases or
                  (c) cash dividends on its capital stock declared and paid by
                  Russell during any Fiscal Year in an amount not to exceed the
                  sum of (i) $5,750,000 and (ii) an amount equal to the lesser
                  of (A) 25% of Excess Cash Flow for such Fiscal Year and (b)
                  $19,250,000, PROVIDED that, after giving effect on a pro
                  forma basis to any such payment described in CLAUSES (a), (b)
                  OR (c) above, no Default or Event of Default shall exist.

         (t)      by amending Section 12.7 Merger, Consolidation and Sale of
Assets in its entirety to read as follows:

                  Section 12.7 Merger, Consolidation and Sale of Assets. Merge
                  or consolidate with any other Person or sell, lease or
                  transfer or otherwise dispose of any material assets to any
                  Person other than (i) sales of Accounts to Russell Financial
                  Services, Inc. or other finance Subsidiary that is a Loan
                  Party, (ii) sales of Inventory in the ordinary course of
                  business, or dispositions as permitted pursuant to SECTION
                  9.7, except that this SECTION 12.7 shall not apply to (a) the
                  merger of any Loan Party or Subsidiary into a Loan Party,
                  PROVIDED that, Russell shall be the surviving corporation of
                  any merger to which it is a party and a Loan Party shall be
                  the surviving entity of any merger with a Subsidiary that is
                  not a Loan Party, (b) any transfer of assets to a Loan Party,
                  (c) so long as no Event of Default exists at the time, the
                  sale, lease, transfer or other disposition by a Borrower of
                  any Assets Held For Sale, (d) the sale, lease, transfer or
                  other disposition of any Equipment or Real Estate for at
                  least the fair market value thereof at the time of such sale,
                  lease, transfer or other disposition and for consideration at
                  least 75% of which is paid in cash at closing, (e) as to
                  accounts receivable in an aggregate amount not exceeding
                  $50,000,000 at any one time outstanding, (1) the sale on a
                  non-recourse basis as to all Loan Parties, of any account
                  receivable or (2) the sale, transfer or other disposition of
                  accounts receivable to not more than three factors in total
                  pursuant to factoring agreements on terms and conditions
                  satisfactory to the Administrative Agent, and agreements
                  between the factors and the Administrative Agent, in form and
                  substance satisfactory to the Administrative Agent in the
                  exercise of its reasonable credit judgment, providing for,
                  among other things, direct remittance by such factors to an
                  account specified by the Administrative Agent of amounts due
                  from such factors from time to time, subordination of any
                  claims such factors may otherwise have against the


                                      14
<PAGE>

                  applicable Loan Party arising out of obligations of such Loan
                  Party to other customers of such factors ("ledger debt"), and
                  the agreement of such factors to make no loans or advances to
                  any Loan Party, (f) transfers of assets in connection with
                  any Investment permitted hereunder, (g) sales and
                  dispositions of assets (including capital stock of
                  Subsidiaries) not to exceed $5,000,000 in any Fiscal Year,
                  subject to compliance with SECTION 5.10(h)(i)(A), or (h)
                  provided that the Borrowers are in compliance with the
                  provisions hereof immediately prior to such transaction and,
                  after giving effect to such transaction, the Borrowers shall
                  (i) be in compliance with the provisions hereof on a pro
                  forma basis and (ii) have Availability and Average
                  Availability on a pro forma basis of not less than
                  $50,000,000 and $30,000,000, respectively, subject to
                  compliance with SECTION 5.10(h)(i)(A), sales or divestitures
                  of Acquired Businesses within twelve (12) months following
                  the Acquisition thereof or within fifteen (15) months
                  following the Acquisition thereof so long as a letter of
                  intent, commitment letter or other contract confirming the
                  intent to complete the transaction is entered into within
                  twelve (12) months following the Acquisition thereof.

         (u)      by amending Section 12.9 Liens in its entirety to read as
follows:

                           Section 12.9 Liens. Create, assume or permit or
                  suffer to exist or to be created or assumed any Lien on any
                  of the Collateral or its other assets, other than (i)
                  Permitted Liens, (ii) Liens affecting exclusively raw
                  materials Inventory with an aggregate value at any time not
                  to exceed $2,000,000 in favor of the suppliers of such
                  Inventory, (iii) Liens securing Debt permitted by SECTION
                  12.2(K), which Liens affect solely capital or fixed assets
                  (and not Accounts or Inventory or proceeds thereof) of the
                  Business Unit or Person Acquired, existing on the date of the
                  related Acquisition and not created in contemplation thereof,
                  and (iv) Liens filed on Factored Collateral in connection
                  with factoring arrangements permitted pursuant to the
                  provisions of SECTION 12.7.

         (v)      amending Article 12 Negative Covenants by adding a new
Section 12.11 at the end thereof to read as follows:

                           Section 12.11 Maximum Deferred Cash Portion. Incur
                  any obligation that would constitute a Deferred Cash Portion
                  of any Permitted Acquisition, if the amount of such Deferred
                  Cash Portion, when added to the aggregate amounts of the
                  unpaid Deferred Cash Portions of all other Permitted
                  Acquisitions would exceed $25,000,000.

         (w)      by amending Section 13.1(o) Change of Control by adding the
following proviso at the end thereof: "; provided, however, that the sale of
100% of the capital stock of a Subsidiary of Russell shall not constitute a
Change of Control, so long as such sale is permitted hereunder and the proceeds
of such sale are applied in accordance with SECTION 5.10(h)(i)(A) hereof."

         (x)      by amending ANNEX B in its entirety by substituting the ANNEX
B attached hereto therefor.


                                      15
<PAGE>

         (y)      by amending SCHEDULE 1.1 A by adding the following property:
1992 Cessna Citation III (650); Serial Number 650-0190; U.S. Registration No.
N350CD; two Garrett TFE 13I-3C engines, serial numbers 87506 and 87486.

         (z)      by amending SCHEDULE 1.1D by deleting all references therein
to Kmart Corporation, and substituting therefor the following: Kmart
Corporation, but only if (i) such Accounts are post-petition Accounts on which
Kmart Corporation is the Account Debtor and (ii) the Administrative Agent in
its sole discretion determines that Kmart Corporation shall be a Designated
Account Debtor.

         Section 2.     Effectiveness of Amendment. This Amendment shall become
effective on the first date (the "Amendment Effective Date") on which the
Administrative Agent has received each of the following, each in form and
substance satisfactory to the Administrative Agent and in a number of copies
sufficient for each Lender:

                  (a)      18 copies of this Amendment duly executed and
         delivered by each Borrower and the Required Lenders; and

                  (b)      payment to the Administrative Agent for the ratable
         benefit of the Lenders of an amendment fee in the amount of $400,000;
         and

                  (c)      such other agreements, certificates, instruments and
         other documents as the Administrative Agent may reasonably request in
         connection with the transactions contemplated hereby.

         Section 3.     Representations and Warranties. Each Loan Party hereby
represents and warrants to the Administrative Agent and the Lenders that it has
the corporate or other power and has taken all actions necessary to authorize
it to execute and deliver this Amendment and the other documents contemplated
to be delivered by it pursuant to this Amendment and to perform its obligations
under the Loan Agreement as amended by this Amendment and under such other
documents; that this Amendment has been and each such other document when
executed and delivered by such Loan Party will have been, duly executed and
delivered by such Loan Party; and that the Loan Agreement as amended hereby and
each such other document, constitute the legal, valid and binding obligations
of such Loan Party, enforceable against such Loan Party in accordance with
their respective terms.

         Section 4.     Effect of Amendment. From and after the effectiveness of
this Amendment, all references in the Loan Agreement and in any other Loan
Document to "this Agreement," "the Loan Agreement," "hereunder," "hereof" and
words of like import referring to the Loan Agreement, shall mean and be
references to the Loan Agreement as amended by this Amendment. Except as
expressly amended hereby, the Loan Agreement and all terms, conditions and
provisions thereof remain in full force and effect and are hereby ratified and
confirmed. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Administrative Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.


                                      16
<PAGE>

         Section 5.    Counterpart Execution; Governing Law; Costs and Expenses.

         (a)      Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and the
same agreement. Receipt by the Administrative Agent or its counsel by telecopy
of any executed signature page to this Amendment shall constitute effective
execution hereof and delivery of such signature page

         (b)      Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Georgia.

         (c)      Expenses. In furtherance and not in limitation of the
provisions of the Loan Agreement, the Borrowers will pay or reimburse the
Administrative Agent and the Lenders for their costs and expenses, including
reasonable fees and disbursements of counsel actually incurred, in connection
with the preparation and delivery of this Amendment.


                                      17
<PAGE>

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


                                  BORROWERS:


Attest:                           RUSSELL CORPORATION



By:                               By:
   -----------------------------     ---------------------------------------
   Steve R. Forehand                 Robert D. Martin
   Assistant Secretary               Senior Vice President and Chief Financial
                                     Officer


[Corporate Seal]


Attest:                           CROSS CREEK HOLDINGS, INC.



By:                               By:
   -----------------------------     ---------------------------------------
   Steve R. Forehand                 Christopher M. Champion
   Secretary                         Vice President


[Corporate Seal]


                                  CROSS CREEK APPAREL, LLC
Attest:



                                  By:
                                     ---------------------------------------
By:                                  Steve R. Forehand
   -----------------------------     Vice President
   Christopher M. Champion
   Secretary


[Corporate Seal]


Attest:                           JERZEES APPAREL, LLC



By:                               By:
   -----------------------------     ---------------------------------------
     Christopher M. Champion         Steve R. Forehand
     Manager                         Manager


[Corporate Seal]


                                      18
<PAGE>

Attest:                           MOSSY OAK APPAREL COMPANY



By:                               By:
   -----------------------------     ----------------------------------------
   Christopher M. Champion           Steve R. Forehand
   Secretary                         Vice President


[Corporate Seal]


Attest:                           RUSSELL FINANCIAL SERVICES, INC.



By:                               By:
   -----------------------------     ----------------------------------------
   Christopher M. Champion           Robert D. Martin
   Secretary                         Vice President


[Corporate Seal]


Attest:                           DESOTO MILLS, INC.



By:                               By:
   -----------------------------     ----------------------------------------
   Christopher M. Champion           Steve R. Forehand
   Secretary                         Vice President


[Corporate Seal]


Attest:                           RUSSELL ASSET MANAGEMENT, INC.



By:                               By:
   -----------------------------     ----------------------------------------
   Christopher M. Champion           Steve R. Forehand
   Assistant Secretary               President


[Corporate Seal]


Attest:                           RUSSELL APPAREL LLC



By:                               By:
   -----------------------------     ----------------------------------------
   Christopher M. Champion           Steve R. Forehand
   Manager                           Manager


[Corporate Seal]


                                      19
<PAGE>

Attest:                           RINTEL PROPERTIES, INC.



By:                               By:
   -----------------------------     ----------------------------------------
   Christopher M. Champion           Floyd G. Hoffman
   Assistant Secretary               Vice President


[Corporate Seal]


Attest:                           RUSSELL YARN, LLC



By:                               By:
   -----------------------------     ----------------------------------------
   Christopher M. Champion           Floyd G. Hoffman
   Secretary                         Senior Vice President, Russell Corporation


[Corporate Seal]


                    [Lenders' signatures on following pages]


                                      20
<PAGE>

                                  ADMINISTRATIVE AGENT AND LENDER:

                                  FLEET CAPITAL CORPORATION



                                  By:
                                     ----------------------------------------
                                               H. Glenn Little
                                               Senior Vice President


                                      21
<PAGE>

                                  SYNDICATION AGENT AND LENDER:

                                  JPMORGAN CHASE BANK



                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                      22
<PAGE>

                                  SYNDICATION AGENT AND LENDER:

                                  SUNTRUST BANK



                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                      23
<PAGE>

                                  DOCUMENTATION AGENT AND
                                  LENDER:

                                  THE CIT GROUP/BUSINESS CREDIT, INC.



                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                      24
<PAGE>

                                  DOCUMENTATION AGENT AND
                                  LENDER:

                                  BANK OF AMERICA, N.A.



                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                      25
<PAGE>

                                  AGENT AND LENDER:

                                  WACHOVIA BANK, NATIONAL
                                  ASSOCIATION



                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                      26
<PAGE>

                                  AGENT AND LENDER:

                                  GENERAL ELECTRIC CAPITAL
                                  CORPORATION



                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                      27
<PAGE>

                                  FOOTHILL CAPITAL CORPORATION



                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                      28
<PAGE>

                                  GMAC COMMERCIAL FINANCE, LLC



                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                      29
<PAGE>

                                  TRANSAMERICA BUSINESS CAPITAL
                                  CORP.



                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                      30
<PAGE>

                                  AMSOUTH BANK



                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                      31
<PAGE>

                                  COMERICA BANK



                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                      32
<PAGE>

                                  THE PROVIDENT BANK



                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                      33
<PAGE>

                                  ALIANT BANK



                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                      34
<PAGE>

                                    ANNEX B

                                 PRICING MATRIX

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                      REVOLVING CREDIT LOANS            TERM LOANS
--------------------------------------------------------------------------------------------------------------------
                                                                                                    UNUSED
  TIER         FIXED CHARGE                                                                       COMMITMENT
              COVERAGE RATIO          LIBOR        BASE RATE        LIBOR        BASE RATE            FEE
--------------------------------------------------------------------------------------------------------------------
<S>           <C>                     <C>          <C>              <C>          <C>              <C>

Tier VI         >3.00:1               1.50%          0.00%          2.00%          0.50%             .375%
--------------------------------------------------------------------------------------------------------------------
                >2.50:1 AND
Tier V          = 3:00:1              1.75%          0.25%          2.25%           .75%             .375%
--------------------------------------------------------------------------------------------------------------------
                >2.00:1 AND
Tier IV         <=2.50:1              2.00%          0.50%          2.50%          1.00%             .375%
--------------------------------------------------------------------------------------------------------------------
                >1.50:1 AND
Tier III        <2.00:1               2.25%          0.75%          2.75%          1.25%             .375%
                -
--------------------------------------------------------------------------------------------------------------------
                >1.25:1 AND
Tier II         <1.50:1               2.50%          1.00%          3.00%          1.50%             .500%
                -
--------------------------------------------------------------------------------------------------------------------

Tier I          <1.25:1               2.75%          1.25%          3.25%          1.75%             .500%
                -
--------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                SCHEDULE 12.4(B)
                            ACQUISITION DESCRIPTION

Description of Acquisition:

1)       Asset Acquisition or Equity Acquisition

2)       Description of business of target

3)       Approximate Total Consideration
         - Cash
         - Liabilities Assumed

4)       Section 12.2(k) secured Debt to be assumed and description of
         collateral therefor

5)       Current aging of accounts receivable included in Acquisition

6)       Approximate value and location of inventory included in Acquisition

7)       Approximate value and location of machinery and equipment included in
         Acquisition

8)       Description of real estate (owned or leased) included in Acquisition
         and location thereof

9)       Identification of lessors, warehousemen, etc. where inventory,
         machinery and equipment is located

10)      Jurisdiction in which seller is organized

11)      Lien search summary

12)      Description of patents, trademarks and copyrights included in
         Acquisition

13)      Proposed closing date

14)      Material conditions to closing