<PAGE>

                                                                   EXHIBIT 10(K)

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                             OXFORD INDUSTRIES, INC.
       and certain of its Domestic Subsidiaries party hereto as Borrowers,

     The Domestic Subsidiaries of the Borrowers party hereto as Guarantors,

               The financial institutions party hereto as Lenders,

            The financial institutions party hereto as Issuing Banks,

                                       and

                     SUNTRUST BANK, as Administrative Agent

   SUNTRUST ROBINSON HUMPHREY (a division of SunTrust Capital Markets, Inc.),
                                as Lead Arranger

       BANK OF AMERICA, N.A. and THE CIT GROUP/COMMERCIAL SERVICES, INC.,
                            as Co-Syndication Agents,

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                             as Documentation Agent

                                  July 28, 2004

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                                TABLE OF CONTENTS

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ARTICLE 1. DEFINITIONS, ACCOUNTING PRINCIPLES AND OTHER INTERPRETIVE MATTERS...............     3

     Section 1.1   Definitions.............................................................     3

     Section 1.2   Accounting Principles...................................................    28

     Section 1.3   Other Interpretive Matters..............................................    28

ARTICLE 2. THE LOANS AND THE LETTERS OF CREDIT.............................................    28

     Section 2.1   Extension of Credit.....................................................    28

     Section 2.2   Manner of Borrowing and Disbursement of Loans...........................    29

     Section 2.3   Interest................................................................    34

     Section 2.4   Fees....................................................................    36

     Section 2.5   Prepayment/Reduction of Commitment......................................    38

     Section 2.6   Repayment...............................................................    39

     Section 2.7   Revolving Loan Notes; Loan Accounts.....................................    40

     Section 2.8   Manner of Payment.......................................................    41

     Section 2.9   Reimbursement...........................................................    44

     Section 2.10  Pro Rata Treatment......................................................    45

     Section 2.11  Application of Payments.................................................    45

     Section 2.12  Use of Proceeds.........................................................    46

     Section 2.13  All Obligations to Constitute One Obligation............................    47

     Section 2.14  Maximum Rate of Interest................................................    47

     Section 2.15  Letters of Credit.......................................................    47

     Section 2.16  Bank Products...........................................................    53

     Section 2.17  Increased Revolving Loan Commitments....................................    54

ARTICLE 3. GUARANTY........................................................................    55

     Section 3.1   Guaranty................................................................    55

ARTICLE 4. CONDITIONS PRECEDENT............................................................    60

     Section 4.1   Conditions Precedent to Initial Advance.................................    60

     Section 4.2   Conditions Precedent to Each Advance....................................    64

     Section 4.3   Conditions Precedent to Each Letter of Credit...........................    65

     Section 4.4   Post Closing Covenants..................................................    66

ARTICLE 5. REPRESENTATIONS AND WARRANTIES..................................................    67
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     Section 5.1   General Representations and Warranties..................................    67

     Section 5.2   Representations and Warranties Relating to Accounts.....................    77

     Section 5.3   [Reserved]..............................................................    77

     Section 5.4   Survival of Representations and Warranties, etc.........................    77

ARTICLE 6. GENERAL COVENANTS...............................................................    77

     Section 6.1   Preservation of Existence and Similar Matters...........................    77

     Section 6.2   Compliance with Applicable Law..........................................    78

     Section 6.3   Maintenance of Properties...............................................    78

     Section 6.4   Accounting Methods and Financial Records................................    78

     Section 6.5   Insurance...............................................................    78

     Section 6.6   Payment of Taxes and Claims.............................................    79

     Section 6.7   Visits and Inspections..................................................    79

     Section 6.8   Conduct of Business.....................................................    79

     Section 6.9   ERISA...................................................................    79

     Section 6.10  Lien Perfection.........................................................    80

     Section 6.11  Location of Collateral..................................................    80

     Section 6.12  Protection of Collateral................................................    80

     Section 6.13  Assignments and Records of Accounts.....................................    81

     Section 6.14  Administration of Accounts..............................................    81

     Section 6.15  Account Control Agreements; Securities Account Control Agreements.......    82

     Section 6.16  Further Assurances......................................................    82

     Section 6.17  Broker's Claims.........................................................    83

     Section 6.18  Indemnity...............................................................    83

     Section 6.19  Environmental Matters...................................................    84

     Section 6.20  Key Man Life Insurance..................................................    85

     Section 6.21  Formation of Subsidiaries...............................................    86

     Section 6.22  License Agreements......................................................    86

     Section 6.23  In-Transit Inventory....................................................    86

     Section 6.24  Holding Company Dividends...............................................    87

ARTICLE 7. INFORMATION COVENANTS...........................................................    87
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     Section 7.1   Quarterly Financial Statements and Information..........................    87

     Section 7.2   Annual Financial Statements and Information; Certificate of No Default..    88

     Section 7.3   Performance Certificates................................................    88

     Section 7.4   Access to Accountants...................................................    88

     Section 7.5   Additional Reports......................................................    89

     Section 7.6   Notice of Litigation and Other Matters..................................    90

ARTICLE 8. NEGATIVE COVENANTS..............................................................    92

     Section 8.1   Indebtedness............................................................    92

     Section 8.2   Guaranties..............................................................    94

     Section 8.3   Liens...................................................................    94

     Section 8.4   Restricted Payments and Purchases.......................................    94

     Section 8.5   Investments.............................................................    95

     Section 8.6   Affiliate Transactions..................................................    96

     Section 8.7   Liquidation; Change in Ownership, Name, or Year; Disposition or
                   Acquisition of Assets; Etc..............................................    96

     Section 8.8   Total Debt to EBITDA Ratio..............................................    98

     Section 8.9   Total Senior Debt to EBITDA Ratio.......................................    99

     Section 8.10  Fixed Charge Coverage Ratio.............................................    99

     Section 8.11  Interest Coverage Ratio.................................................   100

     Section 8.12  Capital Expenditures....................................................   100

     Section 8.13  Limitation on Leases....................................................   100

     Section 8.14  Sales and Leasebacks....................................................   100

     Section 8.15  Amendment and Waiver....................................................   101

     Section 8.16  ERISA Liability.........................................................   101

     Section 8.17  Prepayments.............................................................   101

     Section 8.18  Negative Pledge.........................................................   101

     Section 8.19  Inconsistent Agreements.................................................   101

ARTICLE 9. DEFAULT.........................................................................   102

     Section 9.1   Events of Default.......................................................   102

     Section 9.2   Remedies................................................................   105
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ARTICLE 10. THE ADMINISTRATIVE AGENT.......................................................   106

     Section 10.1  Appointment and Authorization...........................................   106

     Section 10.2  Interest Holders........................................................   106

     Section 10.3  Consultation with Counsel...............................................   107

     Section 10.4  Documents...............................................................   107

     Section 10.5  Administrative Agent and Affiliates.....................................   107

     Section 10.6  Responsibility of the Administrative Agent..............................   107

     Section 10.7  Action by Administrative Agent..........................................   107

     Section 10.8  Notice of Default.......................................................   108

     Section 10.9  Responsibility Disclaimed...............................................   108

     Section 10.10 Indemnification.........................................................   109

     Section 10.11 Credit Decision.........................................................   109

     Section 10.12 Successor Administrative Agent..........................................   110

     Section 10.13 Administrative Agent May File Proofs of Claim...........................   110

     Section 10.14 Collateral..............................................................   111

     Section 10.15 Release of Collateral...................................................   111

     Section 10.16 Additional Agents.......................................................   112

ARTICLE 11. MISCELLANEOUS..................................................................   112

     Section 11.1  Notices.................................................................   112

     Section 11.2  Expenses................................................................   113

     Section 11.3  Waivers.................................................................   115

     Section 11.4  Set-Off.................................................................   115

     Section 11.5  Assignment..............................................................   116

     Section 11.6  Counterparts............................................................   118

     Section 11.7  Governing Law...........................................................   118

     Section 11.8  Severability............................................................   118

     Section 11.9  Headings................................................................   119

     Section 11.10 Source of Funds.........................................................   119

     Section 11.11 Entire Agreement........................................................   119

     Section 11.12 Amendments and Waivers..................................................   119

     Section 11.13 Other Relationships.....................................................   120
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     Section 11.14 Pronouns................................................................   121

     Section 11.15 Disclosure..............................................................   121

     Section 11.16 Replacement of Lender...................................................   121

     Section 11.17 Confidentiality.........................................................   121

     Section 11.18 Assignment as of the Agreement Date.....................................   122

     Section 11.19 Amendment and Restatement...............................................   124

     Section 11.20 USA Patriot Act Notice..................................................   125

ARTICLE 12. YIELD PROTECTION...............................................................   126

     Section 12.1  Eurodollar Rate Basis Determination.....................................   126

     Section 12.2  Illegality..............................................................   126

     Section 12.3  Increased Costs.........................................................   127

     Section 12.4  Effect On Other Advances................................................   128

     Section 12.5  Capital Adequacy........................................................   129

ARTICLE 13. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL; ADMINISTRATIVE BORROWER;
            JOINT AND SEVERAL OBLIGATIONS..................................................   129

     Section 13.1  Jurisdiction and Service of Process.....................................   129

     Section 13.2  Consent to Venue........................................................   130

     Section 13.3  Waiver of Jury Trial....................................................   130

     Section 13.4  The Administrative Borrower.............................................   130

     Section 13.5  All Obligations to Constitute Joint and Several Obligations.............   130

     Section 13.6  Revival and Reinstatement of Obligations................................   134
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<PAGE>

EXHIBITS

Exhibit A  -  Form of Account Control Agreement
Exhibit B  -  Form of Administrative Questionnaire
Exhibit C  -  Form of Assignment and Assumption Agreement
Exhibit D  -  Form of Increased Revolving Loan Commitment Activation Notice
Exhibit E  -  Form of Notice of Conversion/Continuance
Exhibit F     Form of Request for Advance
Exhibit G  -  Form of Request for Issuance of Letter of Credit
Exhibit H  -  Form of Revolving Loan Note
Exhibit I  -  Form of Securities Account Control Agreement
Exhibit J  -  Form of Daily Letter of Credit Report
Exhibit K  -  Form of New Lender Supplement
Exhibit L  -  Form of Loan Certificate
Exhibit M  -  Form of Guaranty Supplement
Exhibit N  -  Form of Performance Certificate

SCHEDULES

Schedule 1(a)         -  Revolving Commitment Ratios
Schedule 1(b)         -  Liens
Schedule 2.15         -  Existing Letters of Credit
Schedule 4.1(a)(viii) -  Properties Not Subject to Landlord Waiver Agreement
Schedule 5.1(c)-1     -  Subsidiaries
Schedule 5.1(c)-2     -  Partnerships/Joint Ventures
Schedule 5.1(d)       -  Outstanding Capital Stock Ownership
Schedule 5.1(h)       -  Material Contracts; Collective Bargaining
Schedule 5.1(i)       -  Taxes
Schedule 5.1(l)       -  Investments/Guaranties as of the Agreement Date
Schedule 5.1(m)       -  Litigation
Schedule 5.1(o)       -  Intellectual Property; Licenses and Certifications
Schedule 5.1(u)       -  Insurance
Schedule 5.1(v)       -  Brokers' Fees
Schedule 5.1(w)-1     -  Leased Real Property
Schedule 5.1(w)-2     -  Owned Real Property
Schedule 5.1(x)-1     -  Environmental Matters - Hazardous Materials
Schedule 5.1(x)-2     -  Environmental Matters - Compliance
Schedule 5.1(x)-3     -  Environmental Matters - Notices
Schedule 5.1(x)-4     -  Environmental Matters - Handling of Hazardous Materials
Schedule 5.1(x)-5     -  Environmental Matters - Actions and Orders
Schedule 5.1(x)-6     -  Environmental Matters - Releases
Schedule 6.11         -  Location of Collateral
Schedule 6.15         -  Bank Accounts

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Schedule 6.22         -  License Agreements
Schedule 8.6          -  Affiliate Transactions
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<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

      THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
July 28, 2004, is by and among Oxford Industries, Inc., a Georgia corporation,
Oxford of South Carolina, Inc., a South Carolina corporation, and Viewpoint
International, Inc., a Delaware corporation, as Borrowers, the Domestic
Subsidiaries of the Borrowers party hereto as Guarantors, the financial
institutions party hereto as Lenders, the financial institutions party hereto as
Issuing Banks, and SunTrust Bank, as Administrative Agent.

                              W I T N E S S E T H:

      WHEREAS, a credit facility was extended to the Borrowers pursuant to the
terms and conditions of that certain Credit Agreement dated as of June 13, 2003
(as amended, restated, supplemented or otherwise modified from time to time
prior to the date hereof, the "Existing Credit Agreement"), by and among the
Borrowers, certain subsidiaries of the Borrowers party thereto as Guarantors (as
defined in the Existing Credit Agreement), certain financial institutions party
thereto as Lenders (as defined in the Existing Credit Agreement), the financial
institutions party thereto as Issuing Banks (as defined in the Existing Credit
Agreement), Merrill Lynch Capital (a division of Merrill Lynch Business
Financial Services Inc.), as Syndication Agent (as defined in the Existing
Credit Agreement), and SunTrust Bank, as Administrative Agent;

      WHEREAS, in connection with the Existing Credit Agreement, Borrowers and
certain of their subsidiaries executed and delivered the Security Documents (as
defined in the Existing Credit Agreement) in favor of the Administrative Agent
to secure the payment and performance of the Obligations (as defined under the
Existing Credit Agreement);

      WHEREAS, the Parent (as defined below), the Target (as defined below) and
the Sellers (as defined below) are parties to the Acquisition Agreement (as
defined below);

      WHEREAS, pursuant to the Acquisition Agreement, the Parent will acquire
all of the Equity Interests (as defined below) of the Target;

      WHEREAS, in connection with the Acquisition Agreement, the Borrowers have
requested that the Existing Credit Agreement be amended, modified and restated,
pursuant to the terms and conditions set forth herein;

      WHEREAS, certain Lenders (as defined in the Existing Credit Agreement) do
not desire to be a party to this Agreement and therefore such Lenders, as
assignors, and SunTrust Bank, as assignee, have entered into an Assignment and
Acceptance of even date herewith, pursuant to which such Lenders have assigned
all of their respective Revolving Loan Commitments (as defined in the Existing
Credit Agreement) held by

<PAGE>

them under the Existing Credit Agreement to SunTrust Bank, and SunTrust Bank has
assumed each of such Lenders' Revolving Loan Commitments (as defined in the
Existing Credit Agreement) thereunder;

      WHEREAS, upon the execution and delivery of this Agreement, pursuant to
Section 11.18 of this Agreement, to the extent necessary to achieve the
allocation of the Revolving Loan Commitments, SunTrust Bank has assigned a
portion of its Revolving Loan Commitment to the other Lenders party hereto; and

      WHEREAS, each Borrower Party (as defined herein) acknowledges and agrees
that the security interests and Liens (as defined in the Existing Credit
Agreement) granted to the Administrative Agent pursuant to the Existing Credit
Agreement and the other Security Documents (as defined in the Existing Credit
Agreement), shall remain outstanding and in full force and effect, without
interruption or impairment of any kind, in accordance with the Existing Credit
Agreement and shall continue to secure the Obligations (as defined herein);

      WHEREAS, each Borrower Party acknowledges and agrees that (a) the
Obligations (as defined herein) represent, among other things, the amendment,
restatement, renewal, extension, consolidation and modification of the
Obligations (as defined in the Existing Credit Agreement) arising in connection
with the Existing Credit Agreement and other Loan Documents (as defined in the
Existing Credit Agreement) executed in connection therewith; (b) the Borrower
Parties intend that the Existing Credit Agreement and the other Loan Documents
(as defined in the Existing Credit Agreement) executed in connection therewith
and the collateral pledged thereunder shall secure, without interruption or
impairment of any kind, all existing Obligations (as defined in the Existing
Credit Agreement) under the Existing Credit Agreement and the other Loan
Documents (as defined in the Existing Credit Agreement) executed in connection
therewith, as they may be amended, restated, renewed, extended, consolidated and
modified hereunder, together with all other obligations hereunder; (c) all Liens
(as defined in the Existing Credit Agreement) evidenced by the Loan Documents
(as defined in the Existing Credit Agreement) executed in connection therewith
are hereby ratified, confirmed and continued; and (d) the Loan Documents (as
defined herein) are intended to restate, renew, extend, consolidate, amend and
modify the Existing Credit Agreement and the other Loan Documents (as defined in
the Existing Credit Agreement) executed in connection therewith; provided that
the parties hereto acknowledge and agree that US Ben Sherman Holdco (as defined
herein) shall not be a Guarantor (as defined herein) and shall not be a party to
the Security Agreement (as defined herein), Pledge Agreement (as defined herein)
or Intellectual Property Security Agreement (as defined herein) and the Parent
shall be required to pledge only 65% of its Equity Interest in US Ben Sherman
Holdco under the Pledge Agreement;

      WHEREAS, each Borrower Party intends that (a) the provisions of the
Existing Credit Agreement and the other Loan Documents (as defined in the
Existing Credit

                                       2
<PAGE>

Agreement) executed in connection therewith, to the extent restated, renewed,
extended, consolidated, amended and modified hereby and by the other Loan
Documents (as defined herein), be hereby superseded and replaced by the
provisions hereof and of the other Loan Documents (as defined herein); (b) the
Revolving Loan Notes (as defined herein) restate, renew, extend, consolidate,
amend, modify, replace, are substituted for and supersede in their entirety, but
do not extinguish, the Obligations (as defined in the Existing Credit Agreement)
arising under the Revolving Loan Notes (as defined in the Existing Credit
Agreement) issued pursuant to the Existing Credit Agreement; and (c) by entering
into and performing their respective obligations hereunder, this transaction
shall not constitute a novation;

      NOW THEREFORE, in consideration of the premises and the covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree that the Existing Credit Agreement is hereby amended and restated as
follows:

                                    ARTICLE 1.

                     DEFINITIONS, ACCOUNTING PRINCIPLES AND
                           OTHER INTERPRETIVE MATTERS

      Section 1.1 Definitions. For the purposes of this Agreement:

"Account Debtor" shall mean any Person who is obligated to make payments under
an Account.

"Account Control Agreement" shall mean any agreement executed by a depository
bank and the Administrative Agent, for the benefit of the Lender Group, and
acknowledged and agreed to by the applicable Borrower Party, in the form of
Exhibit A or such other form acceptable to the Administrative Agent in its sole
discretion, as such agreement may be amended, restated, supplemented or
otherwise modified from time to time.

"Accounts" shall mean all "accounts," as such term is defined in the UCC, of
each Borrower Party whether now existing or hereafter created or arising,
including, without limitation, (i) all accounts receivable, other receivables,
book debts and other forms of obligations (other than forms of obligations
evidenced by chattel paper (as defined in the UCC) or instruments (as defined in
the UCC)), (including any such obligations that may be characterized as an
account or contract right under the UCC), (ii) all of each Borrower Party's
rights in, to and under all purchase orders or receipts for goods or services,
(iii) all of each Borrower Party's rights to any goods represented by any of the
foregoing (including unpaid sellers' rights of rescission, replevin, reclamation
and stoppage in transit and rights to returned, reclaimed or repossessed goods),
(iv) all rights to payment due to a Borrower Party for property sold, leased,
licensed, assigned or otherwise disposed of, for a policy of insurance issued or
to be issued, for a secondary obligation

                                       3
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incurred or to be incurred, for energy provided or to be provided, for the use
or hire of a vessel under a charter or other contract, arising out of the use of
a credit card or charge card, or for services rendered or to be rendered by such
Borrower Party or in connection with any other transaction (whether or not yet
earned by performance on the part of such Borrower Party), (v) all health care
insurance receivables and (vi) all collateral security of any kind, given by any
Account Debtor or any other Person with respect to any of the foregoing.

"ACH Transactions" means any cash management or related services including the
automated clearinghouse transfer of funds by the Administrative Agent (or any
affiliate of the Administrative Agent) for the account of the Borrowers pursuant
to agreement or overdrafts.

"Act" shall have the meaning specified in Section 11.20.

"Acquisition" shall mean the acquisition by the Parent of all of the Equity
Interests of the Target pursuant to the Acquisition Agreement.

"Acquisition Agreement" shall mean that certain Share Purchase Agreement dated
as of June 19, 2004 among Oxford Industries (UK 3) (as assignee of the Parent)
and the Sellers, as the same may be amended, modified or supplemented from time
to time in accordance with Section 8.15.

"Acquisition Documents" shall mean the Acquisition Agreement, that certain
Escrow Agreement to be dated on or before the date of the consummation of the
Acquisition, among the Sellers and Oxford Industries (UK 3) in form and
substance satisfactory to the Administrative Agent, that certain Deposit Escrow
Agreement dated June 19, 2004 among the Sellers and Oxford Industries (UK 3) (as
assignee of the Parent), and the Loan Notes, as the same may be amended,
modified or supplemented from time to time in accordance with Section 8.15.

"Additional Commitment Amount" shall have the meaning specified in Section 2.17.

"Additional Lender" shall have the meaning specified in Section 2.17.

"Administrative Agent" shall mean SunTrust Bank, acting as administrative agent
for the Lender Group, and any successor Administrative Agent appointed pursuant
to Section 10.12.

"Administrative Agent's Office" shall mean the office of the Administrative
Agent located at 303 Peachtree Street, Atlanta, Georgia 30308, or such other
office as may be designated pursuant to the provisions of Section 11.1.

"Administrative Borrower" shall have the meaning specified in Section 13.4.

                                       4
<PAGE>

"Administrative Questionnaire" shall mean a questionnaire substantially in the
form of Exhibit B.

"Advance" or "Advances" shall mean amounts of the Revolving Loans or Swing
Loans, as applicable, advanced by the Lenders or the Swing Bank, as applicable,
to the Borrowers pursuant to Section 2.2 on the occasion of any borrowing.

"Affiliate" shall mean, with respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with such Person,
and any other Person who is a director, officer or partner of such Person. For
purposes of this definition, "control", when used with respect to any Person,
includes, without limitation, the direct or indirect beneficial ownership of ten
percent (10%) or more of the outstanding voting securities or voting equity of
such Person or the power to direct or cause the direction of the management and
policies of such Person whether by contract or otherwise.

"Aggregate Letter of Credit Commitment" shall mean the several obligations of
the Issuing Banks to issue (or arrange with a Foreign Issuer for the issuance
of) Letters of Credit for the account of Borrowers from time to time in an
aggregate face amount not to exceed $175,000,000 pursuant to the terms of this
Agreement.

"Aggregate Revolving Credit Obligations" shall mean, as of any particular time,
the sum of (a) the aggregate principal amount of all Revolving Loans then
outstanding, plus (b) the aggregate amount of all Letter of Credit Obligations
then outstanding, plus (c) the aggregate amount of all Swing Loans then
outstanding.

"Agreement" shall mean this Credit Agreement, together with all Exhibits and
Schedules hereto, as amended, restated, supplemented or otherwise modified from
time to time.

"Agreement Date" shall mean the date as of which this Agreement is dated.

 "Applicable Law" shall mean, in respect of any Person, all provisions of
constitutions, statutes, rules, regulations, and orders of governmental bodies
or regulatory agencies applicable to such Person, and all orders and decrees of
all courts and arbitrators in proceedings or actions to which the Person in
question is a party or by which it is bound.

"Approved Freight Handler" shall mean any Freight Handler that has delivered a
Lien Acknowledgment Agreement in favor of the Administrative Agent, so long as
such Lien Acknowledgment Agreement remains in full force and effect and the
Administrative Agent has not received any notice of termination with respect
thereto.

"Approved Fund" shall mean any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity that administers or
manages a Lender.

"Assigned Interest" shall have the meaning specified in Section 11.18.

                                       5
<PAGE>

"Assignee" shall have the meaning specified in Section 11.18.

"Assignment and Assumption Agreement" shall mean that certain form of Assignment
and Assumption Agreement attached hereto as Exhibit C, pursuant to which each
Lender may, as further provided in Section 11.5, sell a portion of its Loans and
Revolving Loan Commitment.

"Assignments of Life Insurance Policy" shall mean the assignments of life
insurance policies as collateral from the applicable Borrower Party in favor of
the Administrative Agent, for the benefit of the Lender Group, assigning such
Borrower Party's life insurance policy or policies on the lives of (a) S.
Anthony Margolis and (b) Lucio Dalla Gasperina, and acknowledged by the
applicable insurance company issuing such policy or policies, as the same may be
amended, restated, supplemented or otherwise modified from time to time.

"Assignment of Rights under Viewpoint Acquisition Agreement" shall mean that
certain Assignment of Rights under Acquisition Agreement, dated as of June 13,
2003, executed by the Parent in favor of the Administrative Agent, for the
benefit of the Lender Group, and acknowledged by the Viewpoint Sellers, as the
same may be amended, restated, supplemented or otherwise modified from time to
time.

"Authorized Signatory" shall mean such personnel of each Borrower Party as may
be duly authorized and designated in writing to the Administrative Agent by such
Borrower Party to execute documents, agreements, and instruments on behalf of
such Borrower Party.

"Availability" shall mean, as of any particular time, (a) the Revolving Loan
Commitments minus (b) in each case, the Aggregate Revolving Credit Obligations.

"Available Letter of Credit Amount" shall mean, as of any particular time, an
amount equal to the lesser of (a) the Aggregate Letter of Credit Commitment at
such time, minus the aggregate amount of all Letter of Credit Obligations at
such time and (b) Availability at such time.

"Available Revolving Loan Commitment" shall mean, as of any particular time, (a)
the amount of the Revolving Loan Commitments at such time minus (b) the
Aggregate Revolving Credit Obligations at such time.

"Avoidance Provisions" shall have the meaning specified in Section 13.5(b).

"Bank Products" shall mean any one or more of the following types of services or
facilities extended to the Borrower Parties by the Administrative Agent (or any
affiliate of the Administrative Agent) or, so long as Bank of America, N.A. is a
Lender hereunder, Bank of America, N.A. (or any affiliate of Bank of America,
N.A.) or, in the case of Hedge Agreements, the Administrative Agent (or any
affiliate of the Administrative

                                       6
<PAGE>

Agent) or any Lender: (a) credit cards; (b) ACH Transactions; (c) cash
management, including controlled disbursement services; and (d) Hedge
Agreements.

"Bank Products Documents" shall mean all agreements entered into from time to
time by the Borrower Parties in connection with any of the Bank Products and
shall include the Hedge Agreements.

"Bankruptcy Code" shall mean the United States Bankruptcy Code (11 U.S.C.
Section 101 et seq.), as now or hereafter amended, and any successor statute.

"Base Rate" shall mean, at any time, a fluctuating and floating rate per annum
equal to the higher of: (a) 0.50% per annum above the latest Federal Funds Rate;
and (b) the rate of interest announced publicly by SunTrust Bank from time to
time as its "prime rate" for the determination of interest rate loans of varying
maturities in Dollars to United States residents of varying degrees of credit
worthiness. Such "prime rate" is not necessarily the lowest rate of interest
charged to borrowers of SunTrust Bank, and SunTrust Bank may make commercial
loans or other loans at rates of interest at, above, or below such "prime rate".
Each change in the prime rate announced by SunTrust Bank shall take effect at
the opening of business on the day specified in the public announcement of such
change.

"Base Rate Advance" shall mean an Advance which the Administrative Borrower
requests to be made as a Base Rate Advance or which is reborrowed as a Base Rate
Advance, in accordance with the provisions of Section 2.2.

"Borrower Parties" shall mean, collectively, the Borrowers and each of their
respective Domestic Subsidiaries.

"Borrower Payments" shall have the meaning specified in Section 2.8(b)(i).

"Borrowers" shall mean the Parent, Oxford of South Carolina, Inc., a South
Carolina corporation, and Viewpoint.

"Business Day" shall mean any day excluding Saturday, Sunday and any day which
is a legal holiday under the laws of the State of Georgia or is a day on which
banking institutions located in such state are closed; provided, however, that
when used with reference to a Eurodollar Advance (including the making,
continuing, prepaying or repaying of any Eurodollar Advance), the term "Business
Day" shall also exclude any day in which banks are not open for dealings in
deposits of Dollars on the London interbank market.

"Capital Expenditures" shall mean, for any period, on a consolidated basis for
the Borrower Parties, the aggregate of all expenditures made by the Borrower
Parties during such period that, in conformity with GAAP, are required to be
included in or reflected on

                                       7
<PAGE>

the consolidated balance sheet as a capital asset of the Borrower Parties,
including Capitalized Lease Obligations of the Borrower Parties.

"Capitalized Lease Obligation" shall mean that portion of any obligation of a
Person as lessee under a lease which at the time would be required to be
capitalized on the balance sheet of such lessee in accordance with GAAP.

"Change in Control" shall mean the occurrence of one or more of the following
events: (a) any Person or two or more Persons acting in concert shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEA) of
thirty five percent (35%) or more of the outstanding shares of the voting Equity
Interest of the Parent; (b) as of any date a majority of the board of directors
of the Parent consists (other than vacant seats) of individuals who were not
either (i) directors of the Parent as of the Agreement Date, (ii) selected or
nominated to become directors by the board of directors of the Parent of which a
majority consisted of individuals described in clause (i), or (iii) selected or
nominated to become directors by the board of directors of the Parent of which a
majority consisted of individuals described in clause (i) and individuals
described in clause (ii), or (c) except as otherwise specifically permitted
hereunder and except for directors qualifying shares (required by Applicable
Law) in certain Foreign Subsidiaries, the Parent ceases to directly or
indirectly own and control one hundred percent (100%) of the outstanding Equity
Interests of all of its Subsidiaries.

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

"Collateral" shall mean all property pledged as collateral security for the
Obligations pursuant to the Security Documents or otherwise, and all other
property of any Borrower Party that is now or hereafter in the possession or
control of the Administrative Agent, any Issuing Bank or any Lender or on which
the Administrative Agent, any Issuing Bank or any Lender has been granted a Lien
in connection with the Obligations.

"Commercial Letter of Credit" shall mean a documentary Letter of Credit issued
in respect of the purchase of goods or services by any Borrower Party in the
ordinary course of its business.

"Confidential Information" means information that any Borrower Party furnishes
to any member of the Lender Group in a writing designated as confidential, and
all information relating to the Acquisition, but does not include any such
information that is or becomes generally available to the public or that is or
becomes available to such member of the Lender Group from a source other than a
Borrower Party.

"Contributing Borrower" shall have the meaning specified in Section 13.5(e).

"Date of Issue" shall mean the date on which an Issuing Bank issues (or, at the
direction of an Issuing Bank, a Foreign Issuer issues) a Letter of Credit
pursuant to Section 2.15.

                                       8
<PAGE>

"Default" shall mean any Event of Default, and any of the events specified in
Section 9.1 regardless of whether there shall have occurred any passage of time
or giving of notice (or both) that would be necessary in order to constitute
such event an Event of Default.

"Default Rate" shall mean a simple per annum interest rate equal to, (a) with
respect to outstanding principal, the sum of (i) the applicable Interest Rate
Basis, plus (ii) the applicable Interest Rate Margin plus (iii) two percent
(2%), and (b) with respect to all other Obligations, the sum of (i) the Base
Rate, plus (ii) the Interest Rate Margin applicable to Base Rate Advances plus
(iii) two percent (2%); provided, however, that with respect to any Eurodollar
Advance outstanding on the date on which the Default Rate becomes applicable,
the Default Rate shall be based on the then applicable Eurodollar Basis until
the end of the current Eurodollar Advance Period and thereafter the Default Rate
shall be based on the Base Rate as in effect from time to time.

"Disbursement Account" shall mean account number 8800828975 maintained at
SunTrust Bank, or as otherwise designated to the Administrative Agent by the
Borrowers.

"Dividends" shall mean, any direct or indirect distribution, dividend, or
payment to any Person on account of any Equity Interests of any Borrower or any
Borrower's Subsidiaries.

"Dollars" or "$" shall mean United States dollars.

"Domestic Subsidiary" shall mean any Subsidiary of a Borrower Party that is
organized and existing under the laws of the United States or any state or
commonwealth thereof or under the laws of the District of Columbia, but shall
not include the US Ben Sherman Holdco.

"EBITDA" shall mean, with respect to the Parent on a consolidated basis with its
Subsidiaries for any period, the Net Income for such period, plus, (i) without
duplication and to the extent reflected as charges in the statement of Net
Income for such period, the sum of (a) income taxes, (b) Interest Expense (c)
depreciation and amortization expense, and (d) extraordinary losses, minus (ii)
to the extent added in computing Net Income for such period, extraordinary
gains; provided, however, that if any such calculation includes any period in
which an acquisition or sale of a Person or the assets of a Person occurred,
then such calculation shall be made on a Pro Forma Basis.

"Eligible Assignee" shall mean (a) a Lender; (b) an Affiliate of a Lender; (c)
an Approved Fund; or (d) any other Person approved by the Administrative Agent,
the Issuing Banks and, unless (x) such Person is taking delivery of an
assignment in connection with physical settlement of a credit derivatives
transaction or (y) a Default has occurred and is continuing, the Borrowers, such
approvals not to be unreasonably withheld or delayed. If the consent of the
Borrowers to an assignment or to an Eligible Assignee is required hereunder
(including a consent to an assignment which does not meet the minimum assignment
thresholds specified in Section 11.5(b)), the Borrowers

                                       9
<PAGE>

shall be deemed to have given their consent five (5) Business Days after the
date notice thereof has been delivered by the assigning Lender (through the
Administrative Agent) unless such consent is expressly refused by the Borrowers
prior to such fifth (5th) Business Day.

"Employment Agreements" shall have the meaning specified in Section 4.1.

"Environmental Laws" shall mean, collectively, any and all applicable federal,
state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees or requirements of any Governmental Authority
regulating, relating to or imposing liability or standards of conduct concerning
environmental protection matters, including without limitation, Hazardous
Materials or human health, as now or may at any time during the term hereof be
in effect.

"Equity Interests" shall mean, as applied to any Person, any capital stock,
membership interests, partnership interests or other equity interests of such
Person, regardless of class or designation, and all warrants, options, purchase
rights, conversion or exchange rights, voting rights, calls or claims of any
character with respect thereto.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as in
effect on the Agreement Date and as such Act may be amended thereafter from time
to time.

"ERISA Affiliate" shall mean any Person (whether incorporated or unincorporated)
that together with the Borrowers would be deemed to be a "single employer"
within the meaning of Section 414 of the Code.

"Eurodollar Advance" shall mean an Advance which the Administrative Borrower
requests to be made as a Eurodollar Advance or which is reborrowed as a
Eurodollar Advance, in accordance with the provisions of Section 2.2.

"Eurodollar Advance Period" shall mean, for each Eurodollar Advance, each one,
two, three, or six month period, as selected by the Administrative Borrower
pursuant to Section 2.2, during which the applicable Eurodollar Rate (but not
the applicable Interest Rate Margin) shall remain unchanged. Notwithstanding the
foregoing, however: (i) any applicable Eurodollar Advance Period which would
otherwise end on a day which is not a Business Day shall be extended to the next
succeeding Business Day, unless such Business Day falls in another calendar
month, in which case such Eurodollar Advance Period shall end on the next
preceding Business Day; (ii) any applicable Eurodollar Advance Period which
begins on a day for which there is no numerically corresponding day in the
calendar month during which such Eurodollar Advance Period is to end shall
(subject to clause (i) above) end on the last day of such calendar month; and
(iii) no Eurodollar Advance Period shall extend beyond the Maturity Date or such
earlier date as would interfere with the repayment obligations of the Borrowers
under Section 2.6. Interest shall be due and payable with respect to any Advance
as provided in Section 2.3.

                                       10
<PAGE>

"Eurodollar Basis" shall mean, with respect to each Eurodollar Advance Period, a
simple per annum interest rate equal to the quotient of (i) the Eurodollar Rate
divided by (ii) one minus the Eurodollar Reserve Percentage, stated as a
decimal. The Eurodollar Basis shall remain unchanged during the applicable
Eurodollar Advance Period, except for changes to reflect adjustments in the
Eurodollar Reserve Percentage.

"Eurodollar Rate" shall mean, for any applicable Eurodollar Advance Period, the
rate per annum quoted at or about 11:00 a.m. (London, England time) two (2)
Business Days prior to the first day of the Eurodollar Advance Period on that
page of the Reuters, Telerate or Bloombergs reporting service (as then being
used by the Administrative Agent to obtain such interest rate quotes) that
displays British Banker's Association Interest Settlement Rates for deposits in
Dollars for a period equal to such Eurodollar Advance Period or if such page or
such service shall cease to be available, such other page or service (as the
case may be) for the purpose of displaying British Banker's Association Interest
Settlement Rates as reasonably determined by the Administrative Agent upon
advising the Administrative Borrower as to the use of any such other service;
provided, that if the Administrative Agent determines that the relevant
foregoing sources are unavailable for the relevant Eurodollar Advance Period,
the Eurodollar Rate shall mean the rate of interest determined by the
Administrative Agent to be the average (rounded upward, if necessary, to the
nearest one one-hundredth of one percent (1/100th of 1%)) of the rates per annum
at which deposits in the applicable currency are offered to the Administrative
Agent two (2) Business Days preceding the first day of such Eurodollar Advance
Period by leading banks in the London interbank market as of 10:00 a.m. for
delivery on the first day of such Eurodollar Advance Period, for the number of
days comprised therein and in an amount comparable to the amount of the
applicable Eurodollar Advance of the Administrative Agent.

"Eurodollar Reserve Percentage" shall mean the aggregate of the maximum reserve
percentages (including, without limitation, any emergency, supplemental, special
or other marginal reserves) expressed as a decimal (rounded upwards to the next
one one-hundredth of one percent (1/100th of 1%)) in effect on any day to which
the Administrative Agent is subject with respect to the Eurodollar Basis
pursuant to regulations issued by the Board of Governors of the Federal Reserve
System (or any Governmental Authority succeeding to any of its principal
functions) with respect to Eurocurrency Liabilities (as that term is defined in
Regulation D). Eurodollar Advances shall be deemed to constitute Eurocurrency
Liabilities and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to the Administrative Agent under Regulation D. The Eurodollar Reserve
Percentage shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage. The Eurodollar Basis for any Eurodollar
Advance shall be adjusted as of the effective date of any changes in the
Eurodollar Reserve Percentage.

                                       11
<PAGE>

"Event of Default" shall mean any of the events specified in Section 9.1,
provided that any requirement for notice or lapse of time, or both, has been
satisfied.

"Excess Funding Guarantor" shall have the meaning specified in Section 3.1(m).

"Excess Payment" shall have the meaning specified in Section 3.1(m).

"Excluded Deposit Accounts" shall mean, collectively, (i) each disbursement
account that has a balance no greater than the amount necessary to cover
outstanding checks drawn on such account, (ii) petty cash deposit accounts for
retail stores of Retail Borrower Parties that have a balance (determined on an
average basis for all retail stores as of any date of determination) no greater
than $5,000 per retail store, (iii) the employee benefit trust account number
8801663496 at SunTrust Bank or such other similar employee benefit trust
account, so long as the balance therein does not exceed as of any date of
determination the Administrative Borrower's estimate of employee benefit claims
to be paid in the remaining portion of such fiscal year (or, with respect to any
date of determination in the last fiscal month of any fiscal year, the
Administrative Borrower's estimate of employee benefit claims to be paid in the
remaining portion of such fiscal year and during the next succeeding fiscal
year) from such date of determination (provided, that at any time that a Default
exists, Borrower Parties shall not deposit additional funds into such account
except to the extent necessary to pay accrued and unpaid employee benefit claims
that are then due and payable) and (iv) other deposit accounts with balances not
to exceed $1,000,000 in the aggregate.

"Existing Letters of Credit" shall have the meaning specified in Section 2.15.

"Federal Funds Rate" shall mean, for any day, the rate set forth in the weekly
statistical release designated as H.15(519), or any successor publication,
published by the Federal Reserve Bank of New York (including any such successor,
"H.15(519)") on the preceding Business Day opposite the caption "Federal Funds
(Effective)"; or, if for any relevant day such rate is not so published on any
such preceding Business Day, the rate for such day will be the arithmetic mean
as determined by the Administrative Agent of the rates for the last transaction
in overnight Federal funds arranged prior to 12:00 noon (Atlanta, Georgia time)
on that day by each of three leading brokers of Federal funds transactions in
New York, New York selected by the Administrative Agent.

"Fixed Charge Coverage Ratio" shall mean, with respect to the Parent and its
Subsidiaries on a consolidated basis for any period, calculated on a Pro Forma
Basis in the event of any acquisition during such period, the ratio of (a) the
greater of (i)(x) EBITDA minus (y) (A) Capital Expenditures made during such
period and (B) taxes accrued during such period and (ii) zero, to (b) the sum of
(i) scheduled payments of principal made with respect to Indebtedness during
such period, (ii) Interest Expense (other than loan fees that, in accordance
with GAAP, are amortized) accrued during such period, (iii) cash earnout
payments made to the Viewpoint Sellers pursuant to the Viewpoint Earnout
Agreement during such period; provided that such payments shall not

                                       12
<PAGE>

be included in this clause (b) if, after giving effect to such payments, the
Total Senior Debt to EBITDA Ratio for the four (4) fiscal quarters of the Parent
immediately preceding the date of such payments would have been at least 0.25 to
1.00 below the covenant level of the Total Senior Debt to EBITDA Ratio
applicable during such period under Section 8.9, and, after giving effect to
such payments, Availability would have been at least $40,000,000 as of the date
of such payments; and (iv) Dividends paid by the Parent during such period
(other than Dividends on common stock which accrue (but are not paid in cash) or
are paid in kind or Dividends on preferred stock which accrue (but are not paid
in cash) or are paid in kind); provided, however, that for purposes of
calculating the components of item (a)(i)(y)(B) and (b)(ii) of this definition
(1) for the period ending as of the last day of the first fiscal quarter of the
2005 fiscal year, the actual amount of such components for such fiscal quarter
multiplied by 4 shall be included, (2) for the period ending as of the last day
of the second fiscal quarter of the 2005 fiscal year, the actual amount of such
components for such fiscal year multiplied by 2 shall be included and (3) for
the period ending as of the last day of the third fiscal quarter of the 2005
fiscal year, the actual amount of such components for such fiscal year
multiplied by 4/3 shall be included.

"Foreign Issuer" shall mean any foreign bank engaged by an Issuing Bank to issue
Commercial Letters of Credit on behalf of such Issuing Bank so long as (a) such
foreign bank has agreed to hold any and all documents, instruments or other
Collateral in its possession in connection with the issuance of any Commercial
Letter of Credit as bailee on behalf of the Administrative Agent to perfect the
Administrative Agent's security interest in such documents, instruments or other
Collateral and (b) the agreement between such Issuing Bank and the Foreign
Issuer is satisfactory to the Administrative Agent in its reasonable discretion.

"Foreign Subsidiary" shall mean any Subsidiary of a Borrower Party that does not
constitute a Domestic Subsidiary.

"Freight Handler" shall mean any freight forwarder, customs broker, customs
agent, shipper, shipping company or similar Person utilized by a Borrower Party
from time to time in connection with the importation of Inventory.

"Fund" shall mean any Person that is (or will be) engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.

"Funding Borrower" shall have the meaning specified in Section 13.5(e).

"GAAP" shall mean, as in effect from time to time (subject to the provisions of
Section 1.2), United States generally accepted accounting principles
consistently applied, provided, however, that with respect to the financial
statements of the Target and its Subsidiaries dated as of a date on or prior to
the Agreement Date, such term shall mean United Kingdom generally accepted
accounting principles consistently applied.

                                       13
<PAGE>

"Governmental Authority" shall mean any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to any
government.

"Guarantors" shall mean, collectively, all Domestic Subsidiaries (other than the
Borrowers) of the Parent and "Guarantor" shall mean any one of the foregoing
Guarantors.

"Guaranty" or "guaranteed," as applied to an obligation (each a "primary
obligation"), shall mean and include (a) any guaranty, direct or indirect, in
any manner, of any part or all of such primary obligation, and (b) any
agreement, direct or indirect, contingent or otherwise, the practical effect of
which is to assure in any way the payment or performance (or payment of damages
in the event of non-performance) of any part or all of such primary obligation,
including, without limiting the foregoing, any reimbursement obligations as to
amounts drawn down by beneficiaries of outstanding letters of credit, and any
obligation of any Person, whether or not contingent, (i) to purchase any such
primary obligation or any property or asset constituting direct or indirect
security therefor, (ii) to advance or supply funds (1) for the purchase or
payment of such primary obligation or (2) to maintain working capital, equity
capital or the net worth, cash flow, solvency or other balance sheet or income
statement condition of any other Person, (iii) to purchase property, assets,
securities or services primarily for the purpose of assuring the owner or holder
of any primary obligation of the ability of the primary obligor with respect to
such primary obligation to make payment thereof or (iv) otherwise to assure or
hold harmless the owner or holder of such primary obligation against loss in
respect thereof. All references in this Agreement to "this Guaranty" shall be to
the Guaranty provided for pursuant to the terms of Article 3.

"Guaranty Supplement" shall have the meaning specified in Section 6.21.

"Hazardous Materials" shall mean any hazardous materials, hazardous wastes,
hazardous constituents, hazardous or toxic substances, petroleum products
(including crude oil or any fraction thereof), friable asbestos containing
materials defined or regulated as such in or under any Environmental Law.

"Hedge Agreement" shall mean any and all transactions, agreements or documents
now existing or hereafter entered into between or among any Borrower Party, on
the one hand, and the Administrative Agent (or an Affiliate of the
Administrative Agent) or one or more Lenders (or an Affiliate of any Lender), on
the other hand, which provides for an interest rate, credit, commodity or equity
swap, cap, floor, collar, forward foreign exchange transaction, currency swap,
cross currency rate swap, currency option, or any combination of, or option with
respect to, these or similar transactions, for the purpose of hedging such
Borrower Party's exposure to fluctuations in interest or exchange rates, loan,
credit exchange or security or currency valuations.

                                       14
<PAGE>

"Increased Revolving Loan Commitment Activation Notice" shall mean a notice
substantially in the form of Exhibit D.

"Indebtedness" shall mean, with respect to any Person (a) indebtedness for
borrowed money or for the deferred purchase price of property and services
(other than trade accounts payable on customary terms in the ordinary course of
business), (b) financial obligations evidenced by bonds, debentures, notes or
other similar instruments, (c) financial obligations of such Person as lessee
under leases which shall have been or should be, in accordance with GAAP,
recorded as capital leases, (d) financial obligations of such Person as the
issuer of Equity Interests redeemable in whole or in part at the option of a
Person other than such issuer, at a fixed and determinable date or upon the
occurrence of an event or condition not solely within the control of such
issuer, (e) all net payment obligations with respect to interest rate and
currency hedging agreements, including, without limitation under Hedge
Agreements, (f) reimbursement obligations (contingent or otherwise) with respect
to amounts under letters of credit, bankers acceptances and similar instruments,
(g) financial obligations under purchase money mortgages, (h) financial
obligations under asset securitization vehicles, (i) conditional sale contracts
and similar title retention instruments with respect to property acquired, and
(j) obligations under direct or indirect guaranties in respect of, and
obligations (contingent or otherwise) to purchase or otherwise acquire, or
otherwise to assure a creditor against a loss in respect of, indebtedness or
financial obligations of others of the kinds referred to in clauses (a) through
(i) above, except to the extent such guaranties are limited to a lesser amount.

"Indenture" shall mean that certain Indenture dated as of May 16, 2003 between
the Parent, as issuer, and the Indenture Trustee governing the issuance of the
Senior Notes, as the same may be amended, restated, supplemented or otherwise
modified from time to time in accordance with Section 8.15.

"Indenture Trustee" shall mean SunTrust Bank.

"Insolvency Proceeding" means any proceeding commenced by or against any Person
under any provision of the Bankruptcy Code or under any state or federal
bankruptcy or insolvency law, assignment for the benefit of creditors, formal or
informal moratoria, compositions, extensions generally with creditors, or
proceedings seeking reorganization, arrangement or similar relief.

"Intellectual Property Security Agreement" shall mean that certain Amended and
Restated Intellectual Property Security Agreement of even date herewith among
the Borrower Parties and the Administrative Agent, on behalf of, and for the
benefit of, the Lender Group, as the same may be amended, restated, supplemented
or otherwise modified from time to time.

"Interest Coverage Ratio" shall mean, with respect to the Parent and its
Subsidiaries on a consolidated basis for any period, calculated on a Pro Forma
Basis in the event of any

                                       15
<PAGE>

acquisition during such period, the ratio of EBITDA to Interest Expense (other
than loan fees that, in accordance with GAAP, are amortized); provided, however,
that for purposes of calculating the components of Interest Expense above (a)
for the period ending as of the last day of the first fiscal quarter of the 2005
fiscal year, the actual amount of Interest Expense for such fiscal quarter
multiplied by 4 shall be included, (b) for the period ending as of the last day
of the second fiscal quarter of the 2005 fiscal year, the actual amount of
Interest Expense for such fiscal year multiplied by 2 shall be included, and (c)
for the period ending as of the last day of the third fiscal quarter of the 2005
fiscal year, the actual amount of Interest Expense for such fiscal year
multiplied by 4/3 shall be included.

"Interest Expense" shall mean, for any period, interest expense and loan fees of
the Parent and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP, and including capitalized and non-capitalized interest and
the interest component of Capitalized Lease Obligations.

"Interest Rate Basis" shall mean the Base Rate or the Eurodollar Basis, as
appropriate.

"Interest Rate Margin" shall have the meaning specified in Section 2.3(c).

"In-Transit Inventory" shall mean Inventory of a Borrower Party that is
currently in transit (whether by vessel, air, or land) from a location outside
of the United States to a location in the United States.

"Inventory" shall mean all "inventory," as such term is defined in the UCC, of
each Borrower Party, whether now existing or hereafter acquired, wherever
located, and in any event including inventory, merchandise, goods and other
personal property that are held by or on behalf of a Borrower Party for sale or
lease or are furnished or are to be furnished under a contract of service, goods
that are leased by a Borrower Party as lessor, or that constitute raw materials,
samples, work-in-process, finished goods, returned goods, promotional materials
or materials or supplies of any kind, nature or description used or consumed or
to be used or consumed in such Borrower Party's business or in the processing,
production, packaging, promotion, delivery or shipping of the same, including
all supplies and embedded software.

"ISP" shall mean, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

"Issuing Bank Joinder Agreement" shall have the meaning specified in Section
2.15(i).

"Issuing Banks" shall mean (a) SunTrust Bank, (b) Bank of America, N.A., (c)
Shanghai Commercial Bank Ltd., (d) HSBC Bank USA, National Association (formerly
HSBC Bank USA), (e) Wachovia Bank, National Association and (f) any other Person
(consented to by the Administrative Agent and, so long as no Default exists, the

                                       16
<PAGE>

Administrative Borrower) who hereafter may be designated as an Issuing Bank
pursuant to an Assignment and Assumption Agreement or pursuant to an Issuing
Bank Joinder Agreement.

"Lender Group" shall mean, collectively, the Administrative Agent, the Issuing
Banks and the Lenders.

"Lenders" shall mean those lenders whose names are set forth on the signature
pages to this Agreement under the heading "Lenders" and any assignees of the
Lenders who hereafter become parties hereto pursuant to and in accordance with
Section 2.17 or 11.5.

"Letter of Credit Commitment" means, with respect to any Issuing Bank, the
obligation of such Issuing Bank to issue (or arrange with a Foreign Issuer for
the issuance of) Letters of Credit in an aggregate face amount from time to time
not to exceed the amount set forth on Schedule 1(a) or any applicable Assignment
and Assumption Agreement.

"Letter of Credit Obligations" shall mean, at any time, the sum of (a) an amount
equal to 100% of the aggregate undrawn and unexpired stated amount (including
the amount to which any such Letter of Credit can be reinstated pursuant to its
terms) of the then outstanding Letters of Credit, plus (b) an amount equal to
100% of the aggregate drawn, but unreimbursed drawings of any Letters of Credit
(excluding, for the avoidance of doubt, such drawings that have been reimbursed
with Advances made pursuant to Section 2.15(e)).

"Letter of Credit Reserve Account" shall mean any account maintained by the
Administrative Agent for the benefit of any Issuing Bank, the proceeds of which
shall be applied as provided in Section 9.2(d).

"Letters of Credit" shall mean either Standby Letters of Credit or Commercial
Letters of Credit issued by Issuing Banks (or arranged by an Issuing Bank with a
Foreign Issuer on or after the Agreement Date) on behalf of the Borrowers from
time to time in accordance with Section 2.15 and shall include the Existing
Letters of Credit.

"License Agreement" shall mean any license agreement or other agreement between
a Borrower Party and a Person duly holding rights in a trademark, trade name or
service mark pursuant to which such Borrower Party is granted a license to use
such trademark, trade name or service mark on Inventory of such Borrower Party.

"Licensor Consent Agreement" shall mean an agreement among the applicable
Borrower Party, the Administrative Agent and the applicable licensor in form and
substance reasonably acceptable to the Administrative Agent.

"Lien" shall mean, with respect to any property, any mortgage, lien, pledge,
negative pledge agreement, assignment, charge, security interest, title
retention agreement, levy,

                                       17
<PAGE>

execution, seizure, attachment, garnishment or other encumbrance of any kind in
respect of such property, whether or not choate, vested, or perfected.

"Lien Acknowledgment Agreement" shall mean an agreement between a Freight
Handler and the Administrative Agent, in form and substance satisfactory to the
Administrative Agent, pursuant to which, among other things, the Freight Handler
acknowledges the Lien of the Administrative Agent in the Collateral in the
possession of the Freight Handler and any documents evidencing same.

"Loan Account" shall have the meaning specified in Section 2.7.

"Loan Documents" shall mean this Agreement, any Revolving Loan Notes, any New
Lender Supplement, the Security Documents, the Account Control Agreements, the
Securities Account Control Agreements, the Viewpoint Earnout Subordination
Agreement, the Syndication Letter, the Guaranty Supplements, all reimbursement
agreements relating to Letters of Credit, the Licensor Consent Agreements, any
Lien Acknowledgment Agreement, all landlord, warehouseman or bailee waiver
agreements in favor of the Administrative Agent, all Requests for Advance, all
Requests for Issuance of Letters of Credit, all Notices of
Conversion/Continuation, all Increased Revolving Loan Commitment Activation
Notices, and all other agreements executed or delivered by a Borrower Party in
connection with or contemplated by this Agreement, including, without
limitation, any security agreements or guaranty agreements from the Borrowers'
Subsidiaries to the Administrative Agent, the Lenders and the Issuing Banks;
provided, however, that none of the Bank Products Documents shall be deemed to
constitute Loan Documents.

"Loan Notes" shall mean those certain Loan Notes issued in connection with the
Acquisition by the Parent or its Subsidiaries in favor of certain Sellers in the
aggregate principal amount not to exceed 4,000,000 Pounds Sterling, in form and
substance satisfactory to the Administrative Agent, as the same may be amended,
restated, supplemented or otherwise modified from time to time in accordance
with Section 8.15.

"Loans" shall mean, collectively, the Revolving Loans and the Swing Loans.

"Losses" shall mean any and all losses, claims, damages, liabilities and related
expenses (including the fees, charges and disbursements of any counsel for any
Indemnified Person or Agent Indemnified Person, as applicable).

"Majority Lenders" shall mean (i) as of any date of calculation prior to the
termination of the Revolving Loan Commitments, Lenders the sum of whose
Revolving Commitment Ratios of the Revolving Loan Commitments on such date of
calculation equals or exceeds fifty-one percent (51%) of the amount of the
Revolving Loan Commitments on such date of calculation, or (ii) as of any date
of calculation after termination of the Revolving Loan Commitments, Lenders the
total of whose Revolving Loans outstanding plus participation interests in
Letter of Credit Obligations and Swing Loans outstanding,

                                       18
<PAGE>

as applicable, on such date of calculation equals or exceeds fifty-one percent
(51%) of the total principal amount of the Revolving Loans and Swing Loans
outstanding plus Letters of Credit Obligations as of such date of calculation.

"Materially Adverse Effect" shall mean any materially adverse effect (a) upon
the business, condition (financial or otherwise), operations, properties or
prospects of the Parent and its Subsidiaries, taken as a whole, or (b) upon the
ability of the Borrower Parties, taken as a whole, to perform under the Loan
Documents, or (c) upon the rights, benefits or interests of the Administrative
Agent, the Lenders or the Issuing Banks in or to this Agreement, any other Loan
Document or the Collateral.

"Maturity Date" shall mean July 28, 2009 or such earlier date as payment of the
Loans shall be due (whether by acceleration or otherwise).

"Maximum Borrower Liability" shall have the meaning specified in Section
13.5(b).

"Moody's" shall mean Moody's Investor Service, Inc.

"Mortgage" shall mean, collectively, any mortgage, deed of trust or deed to
secure debt entered into between a Borrower Party and the Administrative Agent,
in each case, as the same may be amended, restated, supplemented or otherwise
modified from time to time.

"Multiemployer Plan" shall have the meaning specified in Section 4001(a)(3) of
ERISA.

"Necessary Authorizations" shall mean all material authorizations, consents,
permits, approvals, licenses, and exemptions from, and all filings and
registrations with, and all reports to, any Governmental Authority whether
federal, state, local, and all agencies thereof, which are required for the
consummation of the Acquisition and the transactions contemplated by the Loan
Documents and the conduct of the businesses and the ownership (or lease) of the
properties and assets of the Borrower Parties and their Subsidiaries, as
applicable.

"Net Cash Proceeds" shall mean, with respect to any sale, lease, transfer,
casualty loss or other disposition or loss of assets by any Borrower Party or
any issuance by any Borrower Party of any Equity Interests or the incurrence by
any Borrower Party of any Total Debt (other than the Obligations), the aggregate
amount of cash received for such assets or Equity Interests, or as a result of
such Total Debt, net of reasonable and customary transaction costs properly
attributable to such transaction and payable by such Borrower Party to a
non-Affiliate in connection with such sale, lease, transfer or other disposition
of assets or the issuance of any Equity Interests or the incurrence of any Total
Debt, including without limitation, sales commissions and underwriting
discounts.

"Net Income" shall mean, with respect to any Person for any period, the
consolidated net income (or deficit) of such Person and its Subsidiaries for
such period, determined in accordance with GAAP.

                                       19
<PAGE>

"New Lender Supplement" shall have the meaning specified in Section 2.17.

"Notice of Conversion/Continuation" shall mean a notice in substantially the
form of Exhibit E.

"Obligations" shall mean (a) all payment and performance obligations as existing
from time to time of the Borrower Parties to the Lender Group under this
Agreement and the other Loan Documents (including all Letter of Credit
Obligations and including any interest, fees and expenses that, but for the
provisions of the Bankruptcy Code, would have accrued), as they may be amended
from time to time, or as a result of making the Loans or issuing the Letters of
Credit, (b) any obligations as existing from time to time of any Borrower Party
to the Administrative Agent (or an affiliate of the Administrative Agent) or, so
long as Bank of America, N.A. is a Lender hereunder, Bank of America, N.A. (or
an affiliate of Bank of America, N.A.) arising from or in connection with Bank
Products and (c) any obligations as existing from time to time of any Borrower
Party to the Administrative Agent (or an affiliate of the Administrative Agent)
or any Lender (or an Affiliate of a Lender), as applicable, arising from or in
connection with any Hedge Agreement.

"Other Debt Relief Law" shall have the meaning specified in Section
13.5(b)(iii).

"Other Taxes" shall have the meaning specified in Section 2.8(b)(ii).

"Oxford Clothing" shall mean Oxford Clothing Corporation, a Georgia corporation.

"Oxford Industries (UK 1)" shall mean Oxford Industries (UK 1) Limited, a
private company limited by shares incorporated in England.

"Oxford Industries (UK 2)" shall mean Oxford Industries (UK 2) Limited, a
private company limited by shares incorporated in England.

"Oxford Industries (UK 3)" shall mean Oxford Industries (UK 3) Limited, a
private company limited by shares incorporated in England.

"Parent" shall mean Oxford Industries, Inc., a Georgia corporation.

"Participant" shall have the meaning specified in Section 11.5(d).

"Payment Date" shall mean the last day of each Eurodollar Advance Period for a
Eurodollar Advance.

"PBGC" shall mean the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

"Permitted Liens" shall mean, as applied to any Person:

                                       20
<PAGE>

(a)   Any Lien in favor of the Administrative Agent or any other member of the
Lender Group given to secure the Obligations;

(b)   (i)   Liens on real estate for real estate taxes not yet delinquent and
(ii) Liens for taxes, assessments, judgments, governmental charges or levies, or
claims not yet delinquent or the non-payment of which is being diligently
contested in good faith by appropriate proceedings and for which adequate
reserves have been set aside on such Person's books;

(c)   Liens of carriers, warehousemen, mechanics, laborers, suppliers, workers
and materialmen incurred in the ordinary course of business for sums not yet due
or being diligently contested in good faith, if such reserve or appropriate
provision, if any, as shall be required by GAAP shall have been made therefor;

(d)   Liens incurred in the ordinary course of business in connection with
worker's compensation and unemployment insurance or other types of social
security benefits;

(e)   Easements, rights-of-way, restrictions (including zoning or deed
restrictions), and other similar encumbrances on the use of real property which
do not interfere with the ordinary conduct of the business of such Person;

(f)   Purchase money security interests and Liens securing Capitalized Lease
Obligations provided that such Lien attaches only to the asset (which asset
shall not constitute Inventory) so purchased or leased by the applicable
Borrower Party and secures only Indebtedness incurred by such Borrower Party in
order to purchase or lease such asset, but only to the extent permitted by
Section 8.1(d);

(g)   Deposits to secure the performance of bids, trade contracts, tenders,
sales, leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature incurred in the ordinary course of
business;

(h)   Liens on assets of the Borrower Parties, the Target and its Subsidiaries
on the Agreement Date which are set forth on Schedule 1(b);

(i)   With respect to Collateral consisting of real property, Liens that are
exceptions to the commitments for title insurance issued in connection with the
Mortgage, as accepted by the Administrative Agent in its sole and absolute
discretion;

(j)   Liens on the assets of the Target and its Subsidiaries securing
Indebtedness under the UK Credit Facility Documents; and

(k)   Liens on the assets of the Target and its Subsidiaries permitted by the UK
Credit Facility Documents to the extent approved by the Administrative Agent in
writing.

                                       21
<PAGE>

"Person" shall mean an individual, corporation, partnership, trust, joint stock
company, limited liability company, unincorporated organization, other legal
entity or joint venture or a government or any agency or political subdivision
thereof.

"Plan" shall mean an employee benefit plan within the meaning of Section 3(3) of
ERISA or any other plan maintained for employees of any Person or any ERISA
Affiliate of such Person.

"Pledge Agreement" shall mean that certain Pledge Agreement, dated as of June
13, 2003, by certain Borrower Parties in favor of the Administrative Agent, on
behalf of, and for the benefit of, the Lender Group, as amended by the Pledge
Agreement First Amendment, as the same may be further amended, restated,
supplemented or otherwise modified from time to time.

"Pledge Agreement First Amendment" shall mean that certain First Amendment to
Pledge Agreement of even date herewith by certain Borrower Parties in favor of
the Administrative Agent, on behalf of, and for the benefit of, the Lender
Group.

"Pounds Sterling" shall mean the lawful currency of the United Kingdom and, if
the United Kingdom adopts the Euro as its lawful currency, includes the
equivalent amount of Euros.

"Pro Forma Basis" shall mean for purposes of determining compliance with the
covenants set forth in Sections 8.8, 8.9, 8.10 and 8.11 hereof and the defined
terms relating thereto, giving pro forma effect to any acquisition or sale of a
Person, business or asset, and any related incurrence, repayment or refinancing
of Indebtedness, Capital Expenditures or other related transactions which would
otherwise be accounted for as an adjustment permitted by Regulation S-X under
the Securities Act or on a pro forma basis under GAAP, in each case, as if such
acquisition or sale and related transactions were realized on the first day of
the relevant period.

"Property" shall mean any real property or personal property, plant, building,
facility, structure, underground storage tank or unit, equipment, Inventory or
other asset owned, leased or operated by any Borrower Party or any Subsidiary of
a Borrower Party (including, without limitation, any surface water thereon or
adjacent thereto, and soil and groundwater thereunder).

"Pro Rata Share" shall have the meaning specified in Section 3.1(m).

"Reimbursement Obligations" shall mean the payment obligations of the Borrowers
under Section 2.15(d).

"Replacement Asset" shall have the meaning specified in Section 2.6(b)(ii).

"Replacement Event" shall have the meaning specified in Section 11.16.

                                       22
<PAGE>

"Replacement Lender" shall have the meaning specified in Section 11.16.

"Reportable Event" shall have the meaning specified in Section 4043(c) of ERISA
and the regulations thereunder, but shall not include any event which is not
subject to the thirty (30) day notice requirement for which notice is waived
under the regulations to Section 4043 of ERISA.

"Request for Advance" shall mean any certificate signed by an Authorized
Signatory of the Administrative Borrower requesting an Advance pursuant to
Section 2.2 which will increase the aggregate amount of the Loans outstanding,
which certificate shall be denominated a "Request for Advance," and shall be in
substantially the form of Exhibit F. Each Request for Advance shall, among other
things, specify the date of the Advance, which shall be a Business Day, the
amount of the Advance, and the type of Advance.

"Request for Issuance of Letter of Credit" shall mean any certificate signed by
an Authorized Signatory of the Administrative Borrower requesting that an
Issuing Bank issue (or arrange with a Foreign Issuer for the issuance of) a
Letter of Credit hereunder, increase the stated amount of a Letter of Credit or
extend the expiration date of a Letter of Credit, which certificate shall be in
substantially the form of Exhibit G, and shall, among other things, (a) with
respect to any new Letter of Credit, specify that the requested Letter of Credit
is either a Commercial Letter of Credit or a Standby Letter of Credit, (b) with
respect to any increase in the stated amount of an existing Letter of Credit or
extension of the expiration date of any existing Letter of Credit, identify the
Letter of Credit to be amended and the Issuing Bank therefor, (c) the stated
amount of the Letter of Credit (which shall be in Dollars), (c) the effective
date (which shall be a Business Day) for the issuance or amendment of such
Letter of Credit, (d) the date on which such Letter of Credit is to expire
(which shall be a Business Day and which shall be subject to Section 2.15(a)),
(e) the Person for whose benefit such Letter of Credit (or amendment to a Letter
of Credit) is to be issued, (f) other relevant terms of such Letter of Credit,
and (g) the Available Letter of Credit Amount as of the scheduled date of
issuance (or amendment) of such Letter of Credit.

"Restricted Payment" shall mean (a) Dividends, (b) any payment of management,
consulting or similar fees payable by any Borrower Party or any Subsidiary of a
Borrower Party to any Affiliate, (c) any earnout payments to the Viewpoint
Sellers, including, without limitation earnout payments made pursuant to the
Viewpoint Earnout Agreement, (d) any payment prior to the scheduled maturity of
any Total Debt of any Borrower Party (other than the Obligations), or (e) any
payment or prepayment of principal of, premium, if any, or interest, fees or
other charges on or with respect to, and any redemption, purchase, retirement,
defeasance, sinking fund or similar payment and any claim for rescission with
respect to, the Senior Notes.

"Restricted Purchase" shall mean any payment on account of the purchase,
redemption, or other acquisition or retirement of any shares of Equity Interests
of any Borrower Party.

                                       23
<PAGE>

"Retail Borrower Parties" shall mean, collectively, all Domestic Subsidiaries of
the Parent that are parties to this Agreement and whose principal business is
the operation of retail stores.

"Revolving Commitment Ratio" shall mean, with respect to any Lender, the ratio,
expressed as a percentage, of (i) the Revolving Loan Commitment of such Lender,
divided by (ii) the aggregate Revolving Loan Commitments of all Lenders, which,
as of the Agreement Date, are set forth (together with Dollar amounts thereof)
on Schedule 1(a) (after giving effect to the assignments provided for in Section
11.18); and "Revolving Commitment Ratios" shall mean, collectively, the
Revolving Commitment Ratio of each Lender.

"Revolving Loan Commitments" shall mean the several obligations of the Lenders
to advance the aggregate amount of up to $280,000,000 to the Borrowers on or
after the Agreement Date, in accordance with their respective Revolving
Commitment Ratios, pursuant to the terms hereof, and as such amount may be
increased pursuant to Section 2.17 or reduced from time to time, pursuant to the
terms of this Agreement; and "Revolving Loan Commitment" shall mean, with
respect to each Lender, such Lender's Revolving Commitment Ratio multiplied by
the Revolving Loan Commitments.

"Revolving Loan Notes" shall mean those certain promissory notes issued by the
Borrowers to each of the Lenders that requests a promissory note, in accordance
with each such Lender's Revolving Commitment Ratio of the Revolving Loan
Commitments, in substantially in the form of Exhibit H, and any amendments,
replacements, extensions, or renewals thereof.

"Revolving Loans" shall mean, collectively, the amounts (other than Swing Loans)
advanced from time to time by the Lenders to the Borrowers under the Revolving
Loan Commitments, not to exceed the amount of the Revolving Loan Commitments.

"S&P" shall mean Standard & Poor's Ratings Group, a division of McGraw-Hill,
Inc.

"SEA" shall mean the Securities and Exchange Act of 1934 and the rules
promulgated thereunder by the Securities and Exchange Commission, as amended
from time to time or any similar Federal law then in force

"Securities Act" shall mean the Securities Act of 1933, as amended, or any
similar Federal law then in force.

"Securities Account Control Agreement" shall mean any agreement executed by a
securities intermediary and the Administrative Agent, for the benefit of the
Lender Group, and acknowledged and agreed to by the applicable Borrower Party,
in the form of Exhibit I or such other form acceptable to the Administrative
Agent in its sole discretion, as such agreement may be amended, restated,
supplemented or otherwise modified from time to time.

                                       24
<PAGE>

"Security Agreement" shall mean that certain Amended and Restated Security
Agreement of even date herewith among the Borrower Parties and the
Administrative Agent, on behalf of, and for the benefit of, the Lender Group, as
the same may be amended, restated, supplemented or otherwise modified from time
to time.

"Security Documents" shall mean, collectively, the Assignments of Life Insurance
Policy, the Assignment of Rights under the Viewpoint Acquisition Agreement, the
Intellectual Property Security Agreement, each Mortgage, the Pledge Agreement,
the Security Agreement, all UCC-1 financing statements and any other document,
instrument or agreement granting Collateral for the Obligations, as the same may
be amended or modified from time to time.

"Sellers" shall mean Enterprise Equity (NI) Limited, a corporation existing
under the laws of Ireland, 3i Group plc, a corporation existing under the laws
of England, Michael Buckley, Jogesh Choda, Miles Gray, Michael Lamont, Philip
Worrall, Andrew Rigg, Stephen Gill, Paul McAdam, Mark Maidment, Bernard
Solomons, Miles Templeman and Roisen Mark Sater.

"Senior Notes" shall mean the senior debt securities of the Parent issued under
and pursuant to the terms of the Indenture and due June 11, 2011, as amended,
modified or supplemented from time to time in accordance with Section 8.15, and
shall include any note or notes issued in exchange, substitution or replacement
thereof pursuant to the Indenture.

"Senior Notes Debt" shall mean Indebtedness evidenced by the Senior Notes
Documents.

"Senior Notes Documents" shall mean the Senior Notes and the Indenture, as the
same may be amended, modified or supplemented from time to time in accordance
with Section 8.15.

"Standby Letter of Credit" shall mean a Letter of Credit issued to support
obligations of any Borrower Party incurred in the ordinary course of its
business, and which is not a Commercial Letter of Credit.

"Standby Letter of Credit Issuers" shall mean Issuing Banks consisting of
SunTrust Bank and any other Issuing Bank (consented to by the Administrative
Agent and, so long as no Default exists, the Administrative Borrower) who may be
designated as a Standby Letter of Credit Issuer pursuant to an Assignment and
Assumption Agreement or otherwise.

"Subsidiary" shall mean, as applied to any Person, (a) any corporation of which
more than fifty percent (50%) of the outstanding stock (other than directors'
qualifying shares) having ordinary voting power to elect a majority of its board
of directors, regardless of the existence at the time of a right of the holders
of any class or classes of securities of such corporation to exercise such
voting power by reason of the happening of any contingency, or any partnership
of which more than fifty percent (50%) of the

                                       25
<PAGE>

outstanding partnership interests is at the time owned by such Person, or by one
or more Subsidiaries of such Person, or by such Person and one or more
Subsidiaries of such Person, and (b) any other entity which is controlled or
capable of being controlled by such Person, or by one or more Subsidiaries of
such Person, or by such Person and one or more Subsidiaries of such Person. For
all purposes under this Agreement, the Target shall be deemed to be a
"Subsidiary" of the Parent.

"SunTrust Bank" shall mean SunTrust Bank, a bank organized under the laws of the
State of Georgia.

"Swing Bank" shall mean SunTrust Bank, or any other Lender who shall agree with
the Administrative Agent and the Administrative Borrower to act as Swing Bank.

"Swing Loans" shall mean any Loans made to the Borrowers by the Swing Bank from
time to time, in accordance with Section 2.2(g).

"Syndication Letter" shall mean that certain syndication letter of even date
herewith executed by the Borrowers and addressed to the Administrative Agent and
SunTrust Capital Markets, Inc.

"Target" shall mean Ben Sherman Limited, a private company limited by shares
incorporated under the laws of England.

"Taxes" shall have the meaning specified in Section 2.8(b)(i).

"Total Debt" shall mean as of any date of determination, all Indebtedness of the
Parent and its Subsidiaries on a consolidated basis, excluding Indebtedness of
the type described in clause (e) the definition of Indebtedness.

"Total Debt to EBITDA Ratio" shall mean, with respect to the Parent and its
Subsidiaries on a consolidated basis for any period, calculated on a Pro Forma
Basis in the event of any acquisition during such period, the ratio of Total
Debt to EBITDA.

"Total Senior Debt to EBITDA Ratio" shall mean, with respect to the Parent and
its Subsidiaries on a consolidated basis for any period, calculated on a Pro
Forma Basis in the event of any acquisition during such period, the ratio of
Total Senior Debt to EBITDA.

"Total Senior Debt" shall mean as of any date of determination, Total Debt minus
the Senior Notes Debt.

"UCC" shall mean the Uniform Commercial Code as the same may, from time to time,
be enacted and in effect in the State of New York; provided, that to the extent
that the UCC is used to define any term herein and such term is defined
differently in different Articles or Divisions of the UCC, the definition of
such term contained in Article or Division 9

                                       26
<PAGE>

shall govern; provided further, that in the event that, by reason of mandatory
provisions of law, any or all of the attachment, perfection or priority of, or
remedies with respect to, the Administrative Agent's Lien on any Collateral is
governed by the Uniform Commercial Code as enacted and in effect in a
jurisdiction other than the State of New York, the term "UCC" shall mean the
Uniform Commercial Code as enacted and in effect in such other jurisdiction
solely for purposes of the provisions thereof relating to such attachment,
perfection, priority or remedies and for purposes of definitions related to such
provisions.

"UK Credit Facility" shall mean a credit facility from the Bank of Scotland to
the Target or its Subsidiaries in a maximum aggregate principal amount of
12,000,000 Pounds Sterling plus, if and to the extent the Loan Notes are
refinanced by the Bank of Scotland, 4,000,000 Pounds Sterling at any time
outstanding.

"UK Credit Facility Documents" shall mean all documents executed by the Target
or any of its Subsidiaries in connection with the UK Credit Facility in form and
substance reasonably satisfactory to the Administrative Agent, as the same may
be amended, restated, supplemented or otherwise modified from time to time in
accordance with Section 8.15.

"Uniform Customs" shall mean the Uniform Customs and Practice for Documentary
Credits (1993 Revision), International Chamber of Commerce Publication No. 500,
as the same may be amended from time to time.

"US Ben Sherman Holdco" shall mean Oxford Private Limited of Delaware, Inc., a
Delaware corporation.

"Viewpoint" shall mean Viewpoint International, Inc., a Delaware corporation.

"Viewpoint Earnout Agreement" shall mean that certain Earnout Agreement, dated
as of June 13, 2003, by and among the Parent, Viewpoint and the Viewpoint
Sellers, as the same may be amended, restated, supplemented or otherwise
modified from time to time in accordance with Section 8.15.

"Viewpoint Earnout Subordination Agreement" shall mean that certain Earnout
Subordination Agreement, dated as of June 13, 2003, by and among the Parent, the
Viewpoint Sellers, SunTrust Bank, as Indenture Trustee, and the Administrative
Agent, as the same may be amended, restated, supplemented or otherwise modified
from time to time in accordance with Section 8.15.

"Viewpoint Sellers" shall mean, collectively SKM-TB, LLC, a Delaware limited
liability company, S. Anthony Margolis, The Margolis Family Stock Trust u/a/d
May 1, 2000, Whole Duty Investment, Ltd., a Hong Kong corporation, Bonita Beach
Blues, Inc., a Florida corporation, and Lucio Dalla Gasperina.

                                       27
<PAGE>

"Voidable Transfer" shall have the meaning specified in Section 13.6.

      Section 1.2 Accounting Principles. The classification, character and
amount of all assets, liabilities, capital accounts and reserves and of all
items of income and expense to be determined, and any consolidation or other
accounting computation to be made, and the interpretation of any definition
containing any financial term, pursuant to this Agreement shall be determined
and made in accordance with GAAP consistently applied, provided that if because
of a change in GAAP after the date of this Agreement the Parent or any of its
Subsidiaries would be required to alter a previously utilized accounting
principle, method or policy in order to remain in compliance with GAAP, such
determination shall continue to be made in accordance with the Parent's or such
Subsidiary's previous accounting principles, methods and policies.

      Section 1.3 Other Interpretive Matters. Each definition of an agreement in
this Article 1 shall include such instrument or agreement as modified, amended,
or supplemented from time to time with, if required, the prior written consent
of the Majority Lenders, except as provided in Section 11.12. Except where the
context otherwise requires, definitions imparting the singular shall include the
plural and vice versa. Except where otherwise specifically provided herein, each
reference to a "Section", "Article", "Exhibit" or "Schedule" shall be to a
Section or Article hereof or an Exhibit or Schedule attached hereto. Except
where otherwise specifically restricted, reference to a party to a Loan Document
includes that party and its successors and assigns. All terms used herein which
are defined in Article 9 of the Uniform Commercial Code in effect in the State
of New York on the Agreement Date and which are not otherwise defined herein
shall have the same meanings herein as set forth therein. All financial
calculations hereunder shall, unless otherwise stated, be determined for the
Parent on a consolidated basis with its Subsidiaries.

                                   ARTICLE 2.

                       THE LOANS AND THE LETTERS OF CREDIT

      Section 2.1 Extension of Credit. Subject to the terms and conditions of,
and in reliance upon the representations and warranties made in, this Agreement
and the other Loan Documents, the Lenders have extended and agree, severally in
accordance with their respective Revolving Commitment Ratios, and not jointly,
to extend credit in an aggregate principal amount not to exceed Two Hundred
Eighty Million Dollars ($280,000,000).

      (a)   The Revolving Loans. The Lenders agree, severally in accordance with
their respective Revolving Commitment Ratios and not jointly, upon the terms and
subject to the conditions of this Agreement, to lend and relend to the
Borrowers, on any Business Day prior to the Maturity Date, amounts which do not
exceed such Lender's ratable share (based upon such Lender's Revolving
Commitment Ratio) of Availability as of such Business Day. Subject to the terms
and conditions hereof and prior to the

                                       28
<PAGE>

Maturity Date, Advances under the Revolving Loan Commitments may be repaid and
reborrowed from time to time on a revolving basis.

      (b)   The Letters of Credit. Subject to the terms and conditions hereof,
each Issuing Bank agrees, severally in accordance with its Letter of Credit
Commitment and not jointly, to issue Letters of Credit (or to arrange with a
Foreign Issuer for the issuance of a Letter of Credit on behalf of such Issuing
Bank) for the account of the Borrowers pursuant to Section 2.15 (i) in an
aggregate outstanding face amount (A) for all Issuing Banks, not to exceed the
Aggregate Letter of Credit Commitment at any time, (B) for any individual
Issuing Bank, not to exceed such Issuing Bank's Letter of Credit Commitment, and
(ii) with respect to the issuance of any Letter of Credit as of any Business
Day, not to exceed the Available Letter of Credit Amount as of such Business
Day.

      (c)   The Swing Loans. Subject to the terms and conditions hereof, the
Swing Bank, in its sole discretion, may from time to time after the Agreement
Date but prior to the Maturity Date, make Swing Loans to the Borrowers in an
aggregate principal amount not to exceed at any time outstanding the least of
(i) the Swing Bank's pro rata share (in accordance with its Revolving Commitment
Ratio) of Availability, (ii) the excess of (x) the Swing Bank's pro rata share
(in accordance with its Revolving Commitment Ratio) of the Revolving Loan
Commitments less (y) the sum of the aggregate outstanding principal amount of
Swing Loans and Revolving Loans made by it and the Swing Bank's pro rata share
(in accordance with its Revolving Commitment Ratio) of the outstanding Letter of
Credit Obligations, and (iii) $25,000,000.

      Section 2.2 Manner of Borrowing and Disbursement of Loans.

      (a)   Choice of Interest Rate, etc. Any Advance of the Revolving Loans
shall, at the option of the Borrowers, be made either as a Base Rate Advance or
as a Eurodollar Advance (except for the first two (2) Business Days after the
Agreement Date, during which period the Revolving Loans shall bear interest as a
Base Rate Advance); provided, however, that (i) if the Administrative Borrower
fails to give the Administrative Agent written notice specifying whether a
Eurodollar Advance is to be repaid, continued or converted on a Payment Date,
such Advance shall be converted to a Base Rate Advance on the Payment Date in
accordance with Section 2.3(a)(iii), and (ii) the Administrative Borrower may
not select a Eurodollar Advance (A) with respect to Swing Loans, (B) with
respect to an Advance, the proceeds of which are to reimburse an Issuing Bank
pursuant to Section 2.15, or (C) if, at the time of such Advance or at the time
of the continuation of, or conversion to, a Eurodollar Advance pursuant to
Section 2.2(c), a Default has occurred and is continuing. Any notice given to
the Administrative Agent in connection with a requested Advance hereunder (other
than a request for a Swing Loan) shall be given to the Administrative Agent
prior to 11:00 a.m. (Atlanta, Georgia time) in order for such Business Day to
count toward the minimum number of Business Days required.

      (b)   Base Rate Advances.

                                       29
<PAGE>

                  (i)   Initial and Subsequent Advances. The Administrative
      Borrower shall give the Administrative Agent in the case of Base Rate
      Advances, not later than 12:00 p.m. (Atlanta, Georgia time) on the
      Business Day of a proposed Base Rate Advance, irrevocable prior notice by
      telephone and shall confirm any such telephone notice with a written
      Request for Advance; provided, however, that the failure by the
      Administrative Borrower to confirm any notice by telephone or telecopy
      with a Request for Advance shall not invalidate any notice so given.

                  (ii)  Repayments and Conversions. The Borrowers may (A) at any
      time without prior notice repay or prepay a Base Rate Advance, or (B) upon
      at least three (3) Business Days' irrevocable prior written notice to the
      Administrative Agent in the form of a Notice of Conversion/Continuation,
      convert all or a portion of the principal thereof to one or more
      Eurodollar Advances. Upon the date indicated by the Administrative
      Borrower, such Base Rate Advance shall be so repaid or converted.

      (c)   Eurodollar Advances.

                  (i)   Initial and Subsequent Advances. The Administrative
      Borrower shall give the Administrative Agent in the case of Eurodollar
      Advances at least three (3) Business Days' irrevocable prior notice by
      telephone and shall immediately confirm any such telephone notice with a
      written Request for Advance; provided, however, that the failure by the
      Administrative Borrower to confirm any notice by telephone or telecopy
      with a Request for Advance shall not invalidate any notice so given.

                  (ii)  Repayments, Continuations and Conversions. At least
      three (3) Business Days prior to each Payment Date for a Eurodollar
      Advance, the Administrative Borrower shall give the Administrative Agent
      written notice in the form of a Notice of Continuation/Conversion
      specifying whether all or a portion of such Eurodollar Advance outstanding
      on such Payment Date is to be continued in whole or in part as one or more
      new Eurodollar Advances and also specifying the new Eurodollar Advance
      Period applicable to the continuation of such Eurodollar Advance (and
      subject to the provisions of this Agreement, upon such Payment Date such
      Eurodollar Advance shall be so continued). Upon such Payment Date, any
      Eurodollar Advance (or portion thereof) not so continued shall be
      converted to a Base Rate Advance, subject to Section 2.5, or prepaid or
      repaid.

                  (iii) Miscellaneous. Notwithstanding any term or provision of
      this Agreement which may be construed to the contrary, each Eurodollar
      Advance shall be in a principal amount of no less than $1,000,000 and in
      an integral multiple of $500,000 in excess thereof, and at no time shall
      the aggregate number of all Eurodollar Advances then outstanding exceed
      ten (10).

                                       30
<PAGE>

      (d)   Notification of Lenders. Upon receipt of a (i) Request for Advance
or a telephone or telecopy request for Advance, (ii) notification from an
Issuing Bank that a draw has been made under any Letter of Credit (unless such
Issuing Bank will be reimbursed through the funding of a Swing Loan), (iii)
notification from the Swing Bank with respect to any outstanding Swing Loans
pursuant to Section 2.2(g)(ii) or (iv) notice from the Administrative Borrower
with respect to any outstanding Advance prior to the Payment Date for such
Advance, the Administrative Agent shall promptly notify each Lender by telephone
or telecopy of the contents thereof and the amount of each Lender's portion of
any such Advance. Each Lender shall, not later than 1:00 p.m. (Atlanta, Georgia
time) on the date specified for such Advance in such notice, make available to
the Administrative Agent at the Administrative Agent's Office, or at such
account as the Administrative Agent shall designate, the amount of such Lender's
portion of the Advance in immediately available funds.

      (e)   Disbursement. Prior to 3:00 p.m. (Atlanta, Georgia time) on the date
of an Advance hereunder, the Administrative Agent shall, subject to the
satisfaction of the conditions set forth in Article 4 hereof, disburse the
amounts made available to the Administrative Agent by the Lenders in like funds
by (i) transferring the amounts so made available by wire transfer to the
Disbursement Account or (ii) in the case of an Advance the proceeds of which are
to reimburse an Issuing Bank pursuant to Section 2.15, transferring such amounts
to such Issuing Bank. Unless the Administrative Agent shall have received notice
from a Lender prior to 12:00 Noon (Atlanta, Georgia time) on the date of any
Advance that such Lender will not make available to the Administrative Agent
such Lender's ratable portion of such Advance, the Administrative Agent may
assume that such Lender has made or will make such portion available to the
Administrative Agent on the date of such Advance and the Administrative Agent
may, in its sole discretion and in reliance upon such assumption, make available
to the Borrowers on such date a corresponding amount. If and to the extent such
Lender shall not have so made such ratable portion available to the
Administrative Agent, such Lender agrees to repay to the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the Borrowers until
the date such amount is repaid to the Administrative Agent, (x) for the first
two (2) Business Days, at the Federal Funds Rate on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day by the Federal Reserve Bank of New
York, and (y) thereafter, at the Base Rate. If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Lender's portion of the applicable Advance for purposes of this
Agreement, and if both such Lender and the Borrowers shall pay and repay such
corresponding amount, the Administrative Agent shall promptly relend to the
Borrowers such corresponding amount. If such Lender does not repay such
corresponding amount immediately upon the Administrative Agent's demand
therefor, the Administrative Agent shall notify the Administrative Borrower, and
the Borrowers shall immediately pay such corresponding amount to the
Administrative Agent. The failure of any Lender to fund its portion of any
Advance shall not relieve any

                                       31
<PAGE>

other Lender of its obligation, if any, hereunder to fund its respective portion
of the Advance on the date of such borrowing, but no Lender shall be responsible
for any such failure of any other Lender. In the event that a Lender for any
reason fails or refuses to fund its portion of an Advance in violation of this
Agreement, then, until such time as such Lender has funded its portion of such
Advance, or all other Lenders have received payment in full (whether by
repayment or prepayment) of the principal and interest due in respect of such
Advance, such non-funding Lender shall not (i) have the right to vote regarding
any issue on which voting is required or advisable under this Agreement or any
other Loan Document, and with respect to any such Lender, the amount of the
Revolving Loan Commitment or Loans, as applicable, held by such Lender shall not
be counted as outstanding for purposes of determining "Majority Lenders"
hereunder, and (ii) be entitled to receive any payments of principal, interest
or fees from the Borrowers or the Administrative Agent (or the other Lenders) in
respect of its Loans.

      (f)   Deemed Requests for Advance. Unless payment is otherwise timely made
by the Borrowers, the becoming due of any amount required to be paid under this
Agreement or any of the other Loan Documents as principal, interest,
reimbursement obligations in connection with Letters of Credit, premiums, fees,
reimbursable expenses or other sums payable hereunder shall be deemed
irrevocably to be a Request for Advance on the due date of, and in an aggregate
amount required to pay, such principal, interest, reimbursement obligations in
connection with Letters of Credit, premiums, fees, reimbursable expenses or
other sums payable hereunder, and the proceeds of a Revolving Loan made pursuant
thereto may be disbursed by way of direct payment of the relevant Obligation and
shall bear interest as a Base Rate Advance; provided, however, that the
Administrative Agent shall provide the Administrative Borrower with ten (10)
days prior written notice before making any such Advance that will be made for
the purpose of paying an Obligation other than principal, interest,
reimbursement obligations in connection with Letters of Credit, premiums or
fees. The Lenders shall have no obligation to the Borrowers to honor any deemed
Request for Advance under this Section 2.2(f) unless all the conditions set
forth in Section 4.2 have been satisfied, but, with the consent of the Lenders
required under the last sentence of Section 4.2, may do so in their sole
discretion and without regard to the existence of, and without being deemed to
have waived, any Default and without regard to the failure by the Borrowers to
satisfy any of the conditions set forth in Section 4.2. No further
authorization, direction or approval by the Borrowers shall be required to be
given by the Administrative Borrower for any deemed Request for Advance under
this Section 2.2(f). The Administrative Agent shall promptly provide to the
Administrative Borrower written notice of any Advance pursuant to this Section
2.2(f).

      (g)   Special Provisions Pertaining to Swing Loans.

                  (i)   The Administrative Borrower shall give the Swing Bank
      written notice in the form of a Request for Advance, or notice by
      telephone, followed immediately by a written request for Advance no later
      than 1:00 p.m.

                                       32
<PAGE>

      (Atlanta, Georgia time) on the date on which the Borrowers wish to receive
      an Advance of any Swing Loan, in each case, with a copy to the
      Administrative Agent; provided, however, that the failure by the
      Administrative Borrower to confirm any notice by telephone with a written
      Request for Advance shall not invalidate any notice so given; provided
      further, however, that any request by the Administrative Borrower of a
      Base Rate Advance under the Revolving Loan Commitments shall be deemed to
      be a request for a Swing Loan unless the Administrative Borrower
      specifically requests otherwise. Each Swing Loan shall bear interest at
      the same rate as a Base Rate Advance. If the Swing Bank, in its sole
      discretion, elects to make the requested Swing Loan, the Advance shall be
      made on the date specified in the notice or the Request for Advance and
      such notice or Request for Advance shall specify (i) the amount of the
      requested Advance, and (ii) instructions for the disbursement of the
      proceeds of the requested Advance. Each Swing Loan shall be subject to all
      the terms and conditions applicable to Revolving Loans, except that all
      payments thereon shall be payable to the Swing Bank solely for its own
      account. The Swing Bank shall have no duty or obligation to make any Swing
      Loans hereunder. The Swing Bank shall not make any Swing Loans if (i) the
      Swing Bank has received written notice from any Lender (or the Swing Bank
      has actual knowledge) that one or more applicable conditions precedent set
      forth in Section 4.2 will not be satisfied on the requested Advance date
      or (ii) the requested Swing Loan would exceed Availability on the Advance
      date. In the event the Swing Bank in its sole and absolute discretion
      elects to make any requested Swing Loan, the Swing Bank shall make the
      proceeds of such Swing Loan available to the Borrowers by deposit of
      Dollars in same day funds by wire transfer to the Disbursement Account.

                  (ii)  The Swing Bank shall notify the Administrative Agent and
      each Lender no less frequently than weekly, as determined by the
      Administrative Agent, of the principal amount of Swing Loans outstanding
      as of 12:00 noon (Atlanta, Georgia time) as of such date and each Lender's
      pro rata share thereof. Each Lender shall before 2:00 p.m. (Atlanta,
      Georgia time) on such Business Day (the "Settlement Date") make available
      to the Administrative Agent, in immediate available funds, the amount of
      its pro rata share of such principal amount of Swing Loans outstanding.
      Upon such payment by a Lender, such Lender shall be deemed to have made a
      Base Rate Advance to the Borrowers, notwithstanding any failure of the
      Borrowers to satisfy the conditions in Section 4.2. The Administrative
      Agent shall use such funds to repay the principal amount of Swing Loans to
      the Swing Bank. Additionally, if at any time any Swing Loans are
      outstanding, any of the events described in clauses (g) or (h) of Section
      9.1 shall have occurred, then each Lender shall automatically upon the
      occurrence of such event and without any action on the part of the Swing
      Bank, the Borrowers, the Administrative Agent or the Lenders be deemed to
      have purchased an undivided participation in the principal and interest of
      all Swing Loans then outstanding in

                                       33
<PAGE>

      an amount equal to such Lender's Revolving Commitment Ratio and each
      Lender shall, notwithstanding such Event of Default, immediately pay to
      the Administrative Agent for the account of the Swing Bank in immediately
      available funds, the amount of such Lender's participation (and upon
      receipt thereof, the Swing Bank shall deliver to such Lender a loan
      participation certificate dated the date of receipt of such funds in such
      amount).

      Section 2.3 Interest.

      (a)   On Revolving Loans. Interest on Advances, subject to Section 2.3(b)
and (c) shall be payable as follows:

                  (i)   On Base Rate Advances. Interest on each Base Rate
      Advance shall be computed for the actual number of days elapsed on the
      basis of a hypothetical year of 365 days and shall be payable monthly in
      arrears on the second day of each calendar month for the prior calendar
      month, commencing on September 2, 2004. Interest on Base Rate Advances
      then outstanding shall also be due and payable on the Maturity Date.
      Interest shall accrue and be payable on each Base Rate Advance made with
      respect to the Revolving Loans at the simple per annum interest rate equal
      to the sum of (A) the Base Rate, and (B) the applicable Interest Rate
      Margin.

                  (ii)  On Eurodollar Advances. Interest on each Eurodollar
      Advance shall be computed on the basis of a hypothetical 360-day year for
      the actual number of days elapsed and shall be payable in arrears on (x)
      the Payment Date for such Advance, and (y) if the Eurodollar Advance
      Period for such Advance is greater than three (3) months, on each three
      month anniversary of such Advance. Interest on Eurodollar Advances then
      outstanding shall also be due and payable on the Maturity Date. Interest
      shall accrue and be payable on each Eurodollar Advance made with respect
      to the Revolving Loans at a rate per annum equal to the sum of (A) the
      Eurodollar Basis applicable to such Eurodollar Advance, and (B) the
      applicable Interest Rate Margin.

                  (iii) If No Notice of Selection of Interest Rate. If the
      Administrative Borrower fails to give the Administrative Agent timely
      notice of its selection of a Eurodollar Basis, or if for any reason a
      determination of a Eurodollar Basis for any Advance is not timely
      concluded, the Base Rate shall apply to such Advance. If the
      Administrative Borrower fails to elect to continue any Eurodollar Advance
      then outstanding prior to the last Payment Date applicable thereto in
      accordance with the provisions of Section 2.2, as applicable, the Base
      Rate shall apply to such Advance commencing on and after such Payment
      Date.

      (b)   Upon Default. Unless the Majority Lenders shall otherwise agree in
writing (which agreement shall not be deemed to be a waiver of any Event of
Default),

                                       34
<PAGE>

upon the occurrence and during the continuance of an Event of Default, interest
on the outstanding Obligations shall accrue at the Default Rate. Interest
accruing at the Default Rate shall be payable on demand and in any event on the
Maturity Date. The Lenders shall not be required to (A) accelerate the maturity
of the Loans, (B) terminate the Revolving Loan Commitments, or (C) exercise any
other rights or remedies under the Loan Documents in order to charge interest
hereunder at the Default Rate.

      (c)   Interest Rate Margin. The interest rate margin (the "Interest Rate
Margin") shall be that per annum rate of interest determined as set forth below:

      With respect to any Advance under the Revolving Loan Commitments, the
      applicable Interest Rate Margin shall be (x) from the Agreement Date
      through and including the date one (1) Business Day following the date on
      which the quarterly financial statements referred to in Section 7.1 with
      respect to the fiscal quarter ending November 30, 2004 are delivered to
      the Administrative Agent, 1.75% with respect to Eurodollar Advances and
      0.25% with respect to Base Rate Advances, and (y) thereafter, the interest
      rate margin determined by the Administrative Agent based upon the Total
      Debt to EBITDA Ratio as of the fiscal quarter most recently ended for the
      immediately preceding four (4) fiscal quarter periods (with respect to
      which the financial statements referred to below have been delivered),
      effective as of the second Business Day after the financial statements
      referred to in Section 7.1 hereof, and an accompanying certificate of an
      Authorized Signatory of the Administrative Borrower certifying the
      calculations of the Total Debt to EBITDA Ratio as set forth in Section 7.3
      hereof, are delivered by the Administrative Borrower to the Administrative
      Agent and each Lender as of such fiscal quarter most recently ended,
      expressed as a per annum rate of interest as follows:

<TABLE>
<CAPTION>
                                         BASE RATE ADVANCE
                                      (INCLUDING SWING LOANS)        EURODOLLAR
                                              INTEREST            ADVANCE INTEREST
    TOTAL DEBT TO EBITDA RATIO              RATE MARGIN             RATE MARGIN
-----------------------------------   ----------------------      ----------------
<S>                                   <C>                         <C>
Greater than 4.00 to 1.00                      1.00%                   2.50%

Greater than 3.50 to 1.00 but less
than or equal to 4.00 to 1.00                  0.50%                   2.00%

Greater than 3.00 to 1.00 but less
than or equal to 3.50 to 1.00                  0.25%                   1.75%

Greater than 2.50 to 1.00 but less
than or equal to 3.00 to 1.00                  0.00%                   1.50%

Less than or equal to 2.50 to 1.00             0.00%                   1.25%
</TABLE>

                                       35
<PAGE>

In the event that the Administrative Borrower fails to timely provide the
quarterly financial statements and certificate referred to above in accordance
with the terms of Sections 7.1 and 7.3, and without prejudice to any additional
rights under Section 9.2, as of the second Business Day after delivery of such
financial statements were due until the date two (2) Business Days following the
date such financial statements and certificate are delivered, the applicable
Interest Rate Margin shall be 2.50% with respect to Eurodollar Advances and
1.00% with respect to Base Rate Advances.

      (d)   Computation of Interest. In computing interest on any Advance, the
date of making the Advance shall be included and the date of payment shall be
excluded; provided, however, that if an Advance is repaid on the date that it is
made, one (1) day's interest shall be due with respect to such Advance.

      Section 2.4 Fees.

      (a)   Syndication Letter. The Borrowers agree to pay to the Administrative
Agent such fees as are set forth in the Syndication Letter.

      (b)   Unused Line Fee. The Borrowers agree to pay to the Administrative
Agent for the account of the Lenders, in accordance with their respective
Revolving Commitment Ratios, an unused line fee on the Available Revolving Loan
Commitment (without taking into account any Swing Loans) for each day from the
Agreement Date through the Maturity Date (or the date of any earlier prepayment
in full of the Obligations), (x) from the Agreement Date through and including
the date one (1) Business Day following the date on which the quarterly
financial statements referred to in Section 7.1 with respect to the fiscal
quarter ending November 30, 2004 are delivered to the Administrative Agent, at a
rate of 0.375% per annum, and (y) thereafter, the unused line fee as set forth
below based upon the Total Debt to EBITDA Ratio as of the last day of the fiscal
quarter most recently ended for the immediately preceding four (4) fiscal
quarter period, effective as of the second (2nd) Business Day after the
quarterly financial statements referred to in Section 7.1 hereof, and an
accompanying certificate of an Authorized Signatory of the Administrative
Borrower certifying the calculations of Total Debt to EBITDA Ratio as set forth
in Section 7.3 hereof, are delivered by the Administrative Borrower to the
Administrative Agent and each Lender as of such fiscal quarter most recently
ended, expressed as a per annum rate as follows:

<TABLE>
<CAPTION>
   Total Debt to EBITDA Ratio                 Unused Line Fee
----------------------------------            ---------------
<S>                                           <C>
Greater than 3.50 to 1.00                           0.500%
Less than or equal to 3.50 to 1.00                  0.375%
</TABLE>

In the event that the Administrative Borrower fails to timely provide the
quarterly financial statements and certificate referred to above in accordance
with the terms of Sections 7.1 and 7.3, and without prejudice to any additional
rights under Section 9.2, as

                                       36
<PAGE>

of the second Business Day after delivery of such financial statements were due
until the date two (2) Business Days following the date such financial
statements and certificate are delivered, the applicable unused line fee rate
shall be 0.500% per annum. Such unused line fee shall be computed on the basis
of a hypothetical year of 360 days for the actual number of days elapsed, shall
be payable in arrears on September 2, 2004, for the immediately preceding
calendar quarter and thereafter shall be payable quarterly in arrears on the
second day of each calendar quarter thereafter for the immediately preceding
calendar quarter, and if then unpaid, on the Maturity Date (or the date of any
earlier prepayment in full of the Obligations), and shall be fully earned when
due and non-refundable when paid.

      (c)   Letter of Credit Fees.

                  (i)   The Borrowers shall pay to the Administrative Agent for
      the account of the Lenders, in accordance with their respective Revolving
      Commitment Ratios, a fee on the stated amount of any outstanding Letters
      of Credit for each day from the Date of Issue through the Maturity Date
      (or the date of any earlier prepayment in full of the Obligations) at a
      rate per annum on the amount of the Letter of Credit Obligations equal to:
      (x) from the Agreement Date through and including the date one (1)
      Business Day following the date on which the quarterly financial
      statements referred to in Section 7.1 with respect to the fiscal quarter
      ending November 30, 2004 are delivered to the Administrative Agent,
      1.375%, and (y) thereafter, the rate set forth below based upon the Total
      Debt to EBITDA Ratio as of the last day of the fiscal quarter most
      recently ended for the immediately preceding four (4) fiscal quarter
      period, effective as of the second (2nd) Business Day after the quarterly
      financial statements referred to in Section 7.1 hereof, and an
      accompanying certificate of an Authorized Signatory of the Administrative
      Borrower certifying the calculations of the Total Debt to EBITDA Ratio as
      set forth in Section 7.3 hereof, are delivered by the Administrative
      Borrower to the Administrative Agent and each Lender as of such fiscal
      quarter most recently ended, expressed as a per annum rate as follows:

<TABLE>
<CAPTION>
    TOTAL DEBT TO EBITDA RATIO         LETTER OF CREDIT FEE
----------------------------------     --------------------
<S>                                    <C>
Greater than 4.00 to 1.00                      2.00%

Greater than 3.50 to 1.00 but less
than or equal to 4.00 to 1.00                  1.50%

Greater than 3.00 to 1.00 but less
than or equal to 3.50 to 1.00                 1.375%

Greater than 2.50 to 1.00 but less
than or equal to 3.00 to 1.00                 1.250%

Less than or equal to 2.50 to 1.00             1.00%
</TABLE>

                                       37
<PAGE>

      In the event that the Administrative Borrower fails to timely provide the
      quarterly financial statements and certificate referred to above in
      accordance with the terms of Sections 7.1 and 7.3, and without prejudice
      to any additional rights under Section 9.2, as of the second Business Day
      after delivery of such financial statements were due until the date two
      (2) Business Days following the date such financial statements and
      certificate are delivered, the applicable Letter of Credit fee shall be
      2.00% per annum. Such Letter of Credit fee shall be computed on the basis
      of a hypothetical year of 360 days for the actual number of days elapsed,
      shall be payable quarterly in arrears for each calendar quarter on the
      second day of the immediately succeeding calendar quarter, commencing on
      September 2, 2004, and if then unpaid, on the Maturity Date (or the date
      of any earlier prepayment in full of the Obligations), and shall be fully
      earned when due and non-refundable when paid.

                  (ii)  The Borrowers shall also pay to the Administrative
      Agent, for the account of each applicable Issuing Bank (A) a fee on the
      undrawn stated amount of each Letter of Credit issued by or on behalf of
      such Issuing Bank for each day from the Date of Issue through the
      expiration date of each such Letter of Credit (or any earlier prepayment
      in full of the Obligations) at a rate of one-eighth of one percent
      (0.1250%) per annum which fee shall be computed on the basis of a
      hypothetical year of 360 days for the actual number of days elapsed, shall
      be payable quarterly in arrears on the second day of each calendar quarter
      for the immediately preceding calendar quarter, commencing on September 2,
      2004, and, if unpaid on the Maturity Date (or any earlier prepayment in
      full of the Obligations) and (B) any reasonable and customary fees charged
      by the Issuing Banks for issuance and administration of such Letters of
      Credit. The foregoing fees shall be fully earned when due and
      non-refundable when paid.

      (d)   Computation of Fees. In computing any fees payable under this
Section 2.4, the first day of the applicable period shall be included and the
date of the payment shall be excluded.

      Section 2.5 Prepayment/Reduction of Commitment.

      (a)   Prepayment of Advances. The principal amount of any Base Rate
Advance may be prepaid in full or in part at any time, without penalty; and the
principal amount of any Eurodollar Advance may be prepaid prior to the
applicable Payment Date, upon three (3) Business Days' prior written notice to
the Administrative Agent, provided that the Borrowers shall reimburse the
Lenders and the Administrative Agent, on the earlier of demand and the Maturity
Date, for any loss or reasonable out-of-pocket expense incurred by the Lenders
or the Administrative Agent in connection with such prepayment, as set forth in
Section 2.9. Each notice of prepayment shall be irrevocable, and each such
prepayment shall include the accrued interest on the amount so prepaid.

                                       38
<PAGE>

Upon receipt of any notice of prepayment, the Administrative Agent shall
promptly notify each Lender of the contents thereof by telephone or telecopy and
of such Lender's portion of the prepayment. Notwithstanding the foregoing, the
Borrowers shall not make any prepayment of the Revolving Loans unless and until
the balance of the Swing Loans then outstanding is zero. Other than with respect
to amounts required to be applied to the Revolving Loans pursuant to Section
2.6(b) or Section 6.15, and other than with respect to prepayment in full of the
principal amount of the Loans, prepayments of principal hereunder shall be in
minimum amounts of $1,000,000 and integral multiples of $500,000 in excess
thereof. Except as provided in Section 2.5(b), any prepayment of Advances
outstanding under the Revolving Loan Commitments shall not reduce the Revolving
Loan Commitments.

      (b)   Permanent Prepayment or Reduction. The Borrowers shall have the
right, at any time and from time to time after the Agreement Date and prior to
the Maturity Date, upon at least three (3) Business Days' prior written notice
to the Administrative Agent by the Administrative Borrower, without premium or
penalty, to cancel or reduce permanently all or a portion of the Revolving Loan
Commitments on a pro rata basis among the Lenders in accordance with their
Revolving Commitment Ratios, provided that any such partial reduction shall be
made in an amount not less than $1,000,000 and in integral multiples of $500,000
in excess thereof. As of the date of cancellation or reduction set forth in such
notice, the Revolving Loan Commitments shall be permanently reduced to the
amount stated in the Administrative Borrower's notice for all purposes herein,
and the Borrowers shall pay to the Administrative Agent for the account of the
Lenders the amount necessary to reduce the principal amount of the Revolving
Loans then outstanding to not more than the amount of the Revolving Loan
Commitments as so reduced, together with accrued interest on the amount so
prepaid and the unused line fee set forth in Section 2.4(b) accrued through the
date of the reduction with respect to the amount reduced, and shall reimburse
the Administrative Agent and the Lenders for any loss or out-of-pocket expense
incurred by any of them in connection with such payment as set forth in Section
2.9.

      Section 2.6 Repayment.

      (a)   The Loans. All unpaid principal and accrued interest on the Loans
shall be due and payable in full on the Maturity Date. Notwithstanding the
foregoing, however, in the event that at any time and for any reason the
Aggregate Revolving Credit Obligations exceed the Revolving Loan Commitments,
the Borrowers shall pay to the Administrative Agent, immediately, a payment
equal to the amount by which the Aggregate Revolving Credit Obligations exceed
the Revolving Loan Commitments, which payment shall constitute a mandatory
payment of the Obligations to be applied to the Revolving Loans, Swing Loans and
Letter of Credit Reserve Account, as appropriate.

      (b)   Other Mandatory Repayments. (i) In the event that after the
Agreement Date, the Parent shall issue any Equity Interests (other than Equity
Interests issued to

                                       39
<PAGE>

sellers in connection with any acquisition permitted under Section 8.7(d)) or
any Borrower Party shall incur any Total Debt other than Total Debt permitted
under Section 8.1, one hundred percent (100%) of the Net Cash Proceeds received
by such Borrower Party from such issuance or incurrence shall be paid on the
date of receipt of the proceeds thereof by such Borrower Party to the Lenders as
a mandatory payment of the Loans. Any payment due hereunder shall be applied
first to repay outstanding Swing Loans and then to repay outstanding Revolving
Loans. Nothing in this Section shall authorize any Borrower Party to issue any
Equity Interests except to the extent not prohibited by this Agreement or incur
any Total Debt except as expressly permitted by this Agreement.

                  (ii)  All Net Cash Proceeds of Collateral (including, without
limitation, proceeds of insurance and condemnation, but excluding, so long as no
Default exists, Net Cash Proceeds from (x) sales to any other Borrower Party,
(y) sales of Inventory in the ordinary course of business and (z) sales of other
assets for a sales price of less than $1,000,000 in the aggregate (with respect
to all such other assets sold) during any calendar year) shall immediately be
remitted to the Administrative Agent and shall be applied to the repayment of
the Obligations as set forth in Section 2.11.

      (c)   In addition to the foregoing, the Borrowers hereby promise to pay
all Obligations, including, without limitation, the principal amount of the
Loans and interest and fees thereon, as the same become due and payable
hereunder and, in any event, on the Maturity Date.

      Section 2.7 Revolving Loan Notes; Loan Accounts.

      (a)   The Revolving Loans shall be repayable in accordance with the terms
and provisions set forth herein and, upon request by any Lender, the Revolving
Loans owed to such Lender shall be evidenced by Revolving Loan Notes. A
Revolving Loan Note shall be payable to the order of each Lender requesting such
a Revolving Loan Note in accordance with such Lender's Revolving Commitment
Ratio of the Revolving Loan Commitments. Any such Revolving Loan Notes shall be
issued by the Borrowers to the Lenders and shall be duly executed and delivered
by Authorized Signatories of the Borrowers.

      (b)   The Administrative Agent shall open and maintain on its books in the
name of the Borrowers a loan account with respect to the Loans and interest
thereon (the "Loan Account"). The Administrative Agent shall debit such Loan
Account for the principal amount of each Advance made by it on behalf of the
Lenders, accrued interest thereon, and all other amounts which shall become due
from the Borrowers pursuant to this Agreement (including any Swing Loans) and
shall credit the Loan Account for each payment which the Borrowers shall make in
respect to the Obligations. The records of the Administrative Agent with respect
to such Loan Account shall be conclusive evidence of the Loans and accrued
interest thereon, absent manifest error.

                                       40
<PAGE>

      Section 2.8 Manner of Payment.

      (a)   When Payments Due.

                  (i)   Each payment (including any prepayment) by the Borrowers
      on account of the principal of or interest on the Loans, fees, and any
      other amount owed to any member of the Lender Group under this Agreement,
      the Revolving Loan Notes or the other Loan Documents shall be made not
      later than 1:00 p.m. (Atlanta, Georgia time) on the date specified for
      payment under this Agreement or any other Loan Document to the
      Administrative Agent at the Administrative Agent's Office, for the account
      of the Lenders, the Issuing Bank or the Administrative Agent, as the case
      may be, in lawful money of the United States of America in immediately
      available funds. Any payment received by the Administrative Agent after
      1:00 p.m. (Atlanta, Georgia time) shall be deemed received on the next
      Business Day. In the case of a payment for the account of a Lender, the
      Administrative Agent will promptly thereafter (but in any event no more
      than two (2) Business Days following receipt thereof by the Administrative
      Agent) distribute the amount so received in like funds to such Lender. If
      the Administrative Agent shall not have received any payment from the
      Borrowers as and when due, the Administrative Agent will promptly notify
      the Lenders accordingly.

                  (ii)  If any payment under this Agreement or any Revolving
      Loan Note shall be specified to be made upon a day which is not a Business
      Day, it shall be made on the next succeeding day which is a Business Day,
      and such extension of time shall in such case be included in computing
      interest and fees, if any, in connection with such payment.

      (b)   No Deduction.

                  (i)   Any and all payments of principal and interest, or of
      any fees or indemnity or expense reimbursements by the Borrowers hereunder
      or under any other Loan Documents (the "Borrower Payments") shall be made
      without setoff or counterclaim and free and clear of and without deduction
      for any and all current or future taxes, levies, imposts, deductions,
      charges or withholdings with respect to such Borrower Payments and all
      interest, penalties or similar liabilities with respect thereto, excluding
      taxes imposed on the net income of any member of the Lender Group (or any
      transferee or assignee thereof) by the jurisdiction under the laws of
      which such member of the Lender Group is organized or conducts business or
      any political subdivision thereof (all such nonexcluded taxes, levies,
      imposts, deductions, charges or withholdings and liabilities collectively
      or individually "Taxes"). If a Borrower shall be required to deduct any
      Taxes from or in respect of any sum payable to any member of the Lender
      Group hereunder or under any other Loan Document, (i) the sum payable
      shall be increased by the amount (an "additional amount") necessary so
      that after

                                       41
<PAGE>

      making all required deductions (including deductions applicable to
      additional sums payable under this Section 2.8(b)(i), such member of the
      Lender Group shall receive an amount equal to the sum it would have
      received had no such deductions been made, (ii) such Borrower shall make
      such deductions, and (iii) such Borrower shall pay the full amount
      deducted to the relevant Governmental Authority in accordance with
      Applicable Law.

                  (ii)  In addition, the Borrowers shall pay to the relevant
      Governmental Authority in accordance with Applicable Law any current or
      future stamp or documentary taxes or any other excise or property taxes,
      charges or similar levies that arise from any payment made hereunder or
      from the execution, delivery or registration of, or otherwise with respect
      to, this Agreement or any other Loan Document (such taxes being "Other
      Taxes").

                  (iii) The Borrowers shall indemnify the members of the Lender
      Group for the full amount of Taxes and Other Taxes with respect to
      Borrower Payments paid by such Person, and any liability (including
      penalties, interest and expenses (including reasonable attorney's fees and
      expenses)) arising therefrom or with respect thereto, whether or not such
      Taxes or Other Taxes were correctly or legally asserted by the relevant
      Governmental Authority. A certificate setting forth and containing an
      explanation in reasonable detail of the manner in which such amount shall
      have been determined and the amount of such payment or liability prepared
      by a member of the Lender Group or the Administrative Agent on its behalf,
      absent manifest error, shall be final, conclusive and binding for all
      purposes. Such indemnification shall be made within thirty (30) days after
      the date the Administrative Agent or such member, as the case may be,
      makes written demand therefor. If any Taxes or Other Taxes for which the
      Administrative Agent or any member of the Lender Group has received
      indemnification from a Borrower hereunder shall be finally determined to
      have been incorrectly or illegally asserted and are refunded to the
      Administrative Agent or such member, the Administrative Agent or such
      member, as the case may be, shall promptly forward to such Borrower any
      such refunded amount (after deduction of any Tax or Other Tax paid or
      payable by any member of the Lender Group as a result of such refund), not
      exceeding the increased amount paid by such Borrower pursuant to this
      Section 2.8(b).

                  (iv)  As soon as practicable after the date of any payment of
      Taxes or Other Taxes by a Borrower to the relevant Governmental Authority,
      such Borrower will deliver to the Administrative Agent, at its address,
      the original or a certified copy of a receipt issued by such Governmental
      Authority evidencing payment thereof.

                  (v)   On or prior to the Agreement Date (or, in the case of
      any Lender that becomes a party to this Agreement pursuant to an
      Assignment and

                                       42
<PAGE>

      Assumption Agreement, on or prior to the effective date of such Assignment
      and Assumption Agreement), each Lender which is organized in a
      jurisdiction other than the United States or a political subdivision
      thereof shall provide each of the Administrative Agent and the Borrowers
      with either (a) two (2) properly executed originals of Form W-8ECI or Form
      W-8BEN (or any successor forms) prescribed by the Internal Revenue Service
      or other documents satisfactory to the Borrowers and the Administrative
      Agent, as the case may be, certifying (i) as to such Lender's status for
      purposes of determining exemption from United States withholding taxes
      with respect to all payments to be made to such Lender hereunder and under
      any other Loan Documents or (ii) that all payments to be made to such
      Lender hereunder and under any other Loan Documents are subject to such
      taxes at a rate reduced to zero by an applicable tax treaty, or (b)(i) a
      certificate executed by such Lender certifying that such Lender is not a
      "bank" and that such Lender qualifies for the portfolio interest exemption
      under Section 881(c) of the Code, and (ii) two (2) properly executed
      originals of Internal Revenue Service Form W-8BEN (or any successor form),
      in each case, certifying such Lender's entitlement to an exemption from
      United States withholding tax with respect to payments of interest to be
      made hereunder or under any other Loan Documents. Each such Lender agrees
      to provide the Administrative Agent and the Borrowers with new forms
      prescribed by the Internal Revenue Service upon the expiration or
      obsolescence of any previously delivered form, or after the occurrence of
      any event requiring a change in the most recent forms delivered by it to
      the Administrative Agent and the Borrowers.

                  (vi)  The Borrowers shall not be required to indemnify any
      member of the Lender Group that is organized in a jurisdiction other than
      the United States or any political subdivision thereof, or to pay any
      additional amounts to such Lender pursuant to subsection (b)(i) or
      (b)(iii) above to the extent that (i) the obligation to withhold amounts
      with respect to United States Federal, state or local withholding tax
      existed on the date such Lender became a party to this Agreement (or, in
      the case of a transferee, on the effective date of the Assignment and
      Assumption Agreement pursuant to which such transferee became a Lender)
      or, with respect to payments to a new lending office, the date such Lender
      designated such new lending office; provided, however, that this clause
      (i) shall not apply to any Lender that became a Lender or new lending
      office that became a new lending office as a result of an assignment or
      designation made at the request of a Borrower; and provided further,
      however, that this clause (i) shall not apply to the extent the indemnity
      payment or additional amounts, if any, that any member of the Lender Group
      through a new lending office would be entitled to receive (without regard
      to this clause (i)) do not exceed the indemnity payment or additional
      amounts that the Person making the assignment or transfer to such member
      of the Lender Group making the designation of such new lending office
      would have been entitled to receive in the absence of such assignment,
      transfer or designation or (ii) the obligation to pay

                                       43
<PAGE>

      such additional amounts or such indemnity payments would not have arisen
      but for a failure by such member of the Lender Group to comply with the
      provisions of subsection (b)(v) above.

                  (vii) Any member of the Lender Group claiming any indemnity
      payment or additional amounts payable pursuant to this Section 2.8(b)
      shall use reasonable efforts (consistent with legal and regulatory
      restrictions) to file any certificate or document reasonably requested in
      writing by any Borrower or to change the jurisdiction of its applicable
      lending office if the making of such a filing or change would avoid the
      need for or reduce the amount of any such indemnity payment or additional
      amounts that may thereafter accrue and would not, in the good faith
      determination of such member of the Lender Group, be otherwise
      disadvantageous to such Person.

                  (viii) Nothing contained in this Section 2.8(b) shall require
      any member of the Lender Group to make available to any Borrower any of
      its tax returns (or any other information) that it deems confidential or
      proprietary.

      Section 2.9 Reimbursement. Whenever any Lender shall sustain or incur any
losses (including losses of anticipated profits) or out-of-pocket expenses in
connection with (a) failure by the Borrowers to borrow or continue any
Eurodollar Advance, or convert any Advance to a Eurodollar Advance, in each
case, after having given notice of their intention to do so in accordance with
Section 2.2 (whether by reason of the election of the Borrowers not to proceed
or the non-fulfillment of any of the conditions set forth in Article 3), or (b)
prepayment of any Eurodollar Advance in whole or in part for any reason or (c)
failure by the Borrowers to prepay any Eurodollar Advance after giving notice of
its intention to prepay such Advance, the Borrowers agree to pay to such Lender,
promptly upon such Lender's written demand therefor, accompanied by a
certificate setting forth in reasonable detail the nature and calculation of
such losses and expenses, an amount sufficient to compensate such Lender for all
such losses and out-of-pocket expenses. Such Lender's good faith determination
of the amount of such losses and out-of-pocket expenses, absent manifest error,
shall be binding and conclusive. Losses subject to reimbursement hereunder shall
include, without limitation, expenses incurred by any Lender or any participant
of such Lender permitted hereunder in connection with the re-employment of funds
prepaid, repaid, not borrowed, or paid, as the case may be, and any lost profit
of such Lender or any participant of such Lender over the remainder of the
Eurodollar Advance Period for such prepaid Advance. For purposes of calculating
amounts payable to a Lender under this paragraph, each Lender shall be deemed to
have actually funded its relevant Eurodollar Advance through the purchase of a
deposit bearing interest at the Eurodollar Rate in an amount equal to the amount
of that Eurodollar Advance and having a maturity and repricing characteristics
comparable to the relevant Eurodollar Advance Period; provided, however, that
each Lender may fund each of its Eurodollar Advances in any manner it sees fit,
and the foregoing assumption shall be utilized only for the calculation of
amounts payable under this Section.

                                       44
<PAGE>

      Section 2.10 Pro Rata Treatment.

      (a)   Advances. Each Advance with respect to the Revolving Loans, from the
Lenders under this Agreement shall be made pro rata on the basis of their
respective Revolving Commitment Ratios.

      (b)   Payments. Each payment and prepayment of the principal of the
Revolving Loans and each payment of interest on the Revolving Loans received
from the Borrowers shall be made by the Administrative Agent to the Lenders pro
rata on the basis of their respective unpaid principal amounts thereof
outstanding immediately prior to such payment or prepayment (except in cases
when a Lender's right to receive payments is restricted pursuant to Section
2.2(e)). If any Lender shall obtain any payment (whether involuntary, through
the exercise of any right of set-off, or otherwise) on account of the Revolving
Loans in excess of its ratable share of the Revolving Loans under its Revolving
Commitment Ratio (or in violation of any restriction set forth in Section
2.2(e)), such Lender shall forthwith purchase from the other Lenders such
participation in the Revolving Loans made by them as shall be necessary to cause
such purchasing Lender to share the excess payment ratably with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery without interest thereon unless
the Lender obligated to repay such amount is required to pay interest. The
Borrowers agree that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.10(b) 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 the Borrowers in the amount of such participation.

      Section 2.11 Application of Payments.

      (a)   Payments Prior to Event of Default. Prior to the occurrence and
continuance of an Event of Default, all amounts received by the Administrative
Agent from the Borrowers (other than payments specifically earmarked for
application to certain principal, interest, fees or expenses hereunder), shall
be distributed by the Administrative Agent in the following order of priority:
FIRST, to the payment of fees and expenses then due and payable to the
Administrative Agent hereunder; SECOND, pro rata to the payment of any fees and
expenses then due and payable to the Lenders and the Issuing Banks hereunder or
under any other Loan Documents; THIRD, to the payment of interest then due and
payable on the Swing Loans and the Revolving Loans; FOURTH, to the payment of
principal then due and payable on the Swing Loans; FIFTH, to the payment of
principal then due and payable on the Revolving Loans; SIXTH, to the payment of
Obligations arising in respect of Bank Products (including, Hedge Agreements)
then due to the Administrative Agent (or any affiliate of the Administrative
Agent) or, so long as Bank of America, N.A. is a Lender hereunder, Bank of
America,

                                       45
<PAGE>

N.A. (or any Affiliate of Bank of America, N.A.) and to the payment of
Obligations arising in respect of Hedge Agreements then due to any of the other
Lenders (or any Affiliate of any other Lender) from the Borrowers; and SEVENTH,
to the payment of all other Obligations not otherwise referred to in this
Section 2.11(a) then due and payable.

      (b)   Payments Subsequent to Event of Default. Subsequent to the
occurrence and during the continuance of an Event of Default, payments and
prepayments with respect to the Obligations made to the Administrative Agent,
the Lenders, the Issuing Banks or otherwise received by the Administrative
Agent, any Lender, any Issuing Bank (from realization on Collateral or
otherwise) shall be distributed in the following order of priority (subject, as
applicable, to Section 2.10): FIRST, to the costs and expenses (including
attorneys' fees and expenses), if any, incurred by the Administrative Agent, any
Lender, or any Issuing Bank in the collection of such amounts under this
Agreement or any other Loan Documents, including, without limitation, any costs
incurred in connection with the sale or disposition of any Collateral; SECOND,
to any fees then due and payable to the Administrative Agent under this
Agreement or any other Loan Document; THIRD, pro rata to any fees then due and
payable to the Lenders and the Issuing Banks under this Agreement or any other
Loan Document; FOURTH, pro rata to the payment of interest then due and payable
on the Swing Loans and the Revolving Loans; FIFTH, pro rata to (i) the payment
of the principal of the Swing Loans then outstanding, (ii) the payment of
principal on the Revolving Loans then outstanding and (iii) the Letter of Credit
Reserve Account to the extent of one hundred five percent (105%) of any Letter
of Credit Obligations then outstanding; SIXTH, to the payment of any Obligations
arising in respect of Bank Products then due to the Administrative Agent (or any
affiliate of the Administrative Agent) or any Lender (or any Affiliate of a
Lender); SEVENTH, to any other Obligations not otherwise referred to in this
Section 2.11(b); and EIGHTH, upon satisfaction in full of all Obligations, to
the Borrowers or as otherwise required by law.

      Section 2.12 Use of Proceeds. The proceeds of the Loans shall be used by
the Borrowers as follows:

      (a)   The initial Advance of Revolving Loans hereunder shall be used to
provide financing related to the acquisition by the Parent of the Equity
Interests of the Target pursuant to the Acquisition Agreement, to fund
transaction fees, costs and expenses and to refinance, in conjunction with
proceeds of other funds received, certain existing indebtedness of the
Borrowers.

      (b)   The balance of the proceeds of the Loans shall be used to finance
the Borrowers' working capital needs, permitted capital expenditures, permitted
acquisitions and general corporate needs. In addition, subject to the terms of
this Agreement, the Borrowers may reborrow any amounts prepaid on or after the
Agreement Date with the Net Cash Proceeds from an issuance of Equity Interests
by the Parent in accordance with Section 2.6(b)(i) and use such reborrowed
amounts in connection with a redemption of

                                       46
<PAGE>

Senior Notes Debt pursuant to Section 1101 of the Indenture within sixty (60)
days of the date of the issuance of such Equity Interests.

      Section 2.13 All Obligations to Constitute One Obligation. All Obligations
shall constitute one general obligation of the Borrowers and shall be secured by
the Administrative Agent's security interest (on behalf of, and for the benefit
of, the Lender Group) and Lien upon all of the Collateral, and by all other
security interests and Liens heretofore, now or at any time hereafter granted by
any Borrower Party to the Administrative Agent or any other member of the Lender
Group, to the extent provided in the Security Documents under which such Liens
arise.

      Section 2.14 Maximum Rate of Interest. The Borrowers and the Lender Group
hereby agree and stipulate that the only charges imposed upon the Borrowers for
the use of money in connection with this Agreement are and shall be the specific
interest and fees described in this Article 2 and in any other Loan Document.
Notwithstanding the foregoing, the Borrowers and the Lender Group further agree
and stipulate that all closing fees, agency fees, syndication fees, facility
fees, underwriting fees, default charges, late charges, funding or "breakage"
charges, increased cost charges, attorneys' fees and reimbursement for costs and
expenses paid by any member of the Lender Group to third parties or for damages
incurred by the Lender Group or any of them are charges to compensate the Lender
Group for underwriting and administrative services and costs or losses performed
or incurred, and to be performed and incurred, by the Lender Group in connection
with this Agreement and the other Loan Documents and shall under no
circumstances be deemed to be charges for the use of money pursuant to any
Applicable Law. In no event shall the amount of interest and other charges for
the use of money payable under this Agreement exceed the maximum amounts
permissible under any law that a court of competent jurisdiction shall, in a
final determination, deem applicable. The Borrowers and the Lender Group, in
executing and delivering this Agreement, intend legally to agree upon the rate
or rates of interest and other charges for the use of money and manner of
payment stated within it; provided, however, that, anything contained herein to
the contrary notwithstanding, if the amount of such interest and other charges
for the use of money or manner of payment exceeds the maximum amount allowable
under applicable law, then, ipso facto as of the date of this Agreement, the
Borrowers are and shall be liable only for the payment of such maximum as
allowed by law, and payment received from the Borrowers in excess of such legal
maximum, whenever received, shall be applied to reduce the principal balance of
the Revolving Loans to the extent of such excess.

      Section 2.15 Letters of Credit.

      (a)   Subject to the terms and conditions of this Agreement, each Issuing
Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders
set forth in Section 2.15(c) below, hereby agrees to issue (or arrange with a
Foreign Issuer for the issuance of) one or more Letters of Credit up to an
aggregate face amount equal to such

                                       47
<PAGE>

Issuing Bank's Letter of Credit Commitment; provided, however, that except as
described in the last sentence of Section 4.3, the Issuing Banks shall not issue
(or arrange with a Foreign Issuer for the issuance of) any Letter of Credit
unless the conditions precedent to the issuance thereof set forth in Section 4.3
have been satisfied, and, except as described in the last sentence of Section
4.3, shall not issue (or arrange with a Foreign Issuer for the issuance of) any
Letter of Credit if any Default then exists or would be caused thereby or if,
after giving effect to such issuance, the Aggregate Revolving Credit Obligations
would exceed the Revolving Loan Commitments; and provided further, however, that
at no time shall the total Letter of Credit Obligations outstanding hereunder
exceed the Aggregate Letter of Credit Commitment. Each Letter of Credit shall
(1) be denominated in Dollars, and (2) expire no later than the earlier to occur
of (A) the date thirty (30) days prior to the Maturity Date, and (B) 365 days
after its date of issuance (but may contain provisions for automatic renewal
provided that no Default exists on the renewal date or would be caused by such
renewal and provided no such renewal shall extend beyond the date thirty (30)
days prior to the Maturity Date). Unless otherwise expressly agreed by any
Issuing Bank and the applicable Borrower requesting a Letter of Credit, when a
Letter of Credit is issued (including any such agreement applicable to an
Existing Letter of Credit), (i) each Commercial Letter of Credit shall be
subject to the Uniform Customs and, to the extent not inconsistent therewith,
the laws of the State of New York and (ii) each Standby Letter of Credit shall
be subject to the ISP and, to the extent not inconsistent therewith, the laws of
the State of New York. None of the Issuing Banks shall at any time be obligated
to issue, or to cause to be issued, any Letter of Credit if such issuance would
conflict with, or cause such Issuing Bank to exceed any limits imposed by, any
Applicable Law. Without limiting the generality of the foregoing, each of the
letters of credit set forth on Schedule 2.15 (each, an "Existing Letter of
Credit") shall be deemed to constitute a Letter of Credit issued hereunder on
the Agreement Date and shall thereafter be subject to each of the terms and
conditions of this Agreement and the other Loan Documents.

      (b)   The Administrative Borrower on behalf of the Borrowers may from time
to time request that an Issuing Bank issue (or arrange with a Foreign Issuer for
the issuance of) a Letter of Credit, increase the stated amount of a Letter of
Credit or extend the expiration date of any Letter of Credit; provided, however,
that only a Standby Letter of Credit Issuer shall issue Standby Letters of
Credit hereunder. The Administrative Borrower on behalf of the Borrowers shall
execute and deliver to the Administrative Agent and applicable Issuing Bank a
Request for Issuance of Letter of Credit (i) for each Standby Letter of Credit
to be issued (or amended) by such Issuing Bank, not later than 12:00 noon
(Atlanta, Georgia time) on the third (3rd) Business Day preceding the date on
which such requested Standby Letter of Credit is to be issued (or amended), and
(ii) for each Commercial Letter of Credit to be issued (or amended) by such
Issuing Bank, (x) not later than 2:00 p.m. (Atlanta, Georgia time) one (1)
Business Day preceding the date on which such requested Commercial Letter of
Credit is to be issued (or amended) or (y) with respect to requests for
Commercial Letters of Credit in an aggregate stated amount not to exceed
$750,000 in any day (from 12:00 a.m. until 11:59 p.m., Atlanta, Georgia

                                       48
<PAGE>

time), not later than 10:00 a.m. (at the location of the office where the
applicable Letter of Credit is to be issued) on the Business Day on which such
requested Commercial Letter of Credit is to be issued, or, in each case under
clauses (i) and (ii) above, such shorter notice as may be acceptable to the
applicable Issuing Bank and the Administrative Agent. Each Business Day on which
a Request for Issuance of Letter of Credit is delivered to the Administrative
Agent and on or before 3:00 p.m. (Atlanta, Georgia time) on such Business Day,
the Administrative Agent shall determine whether there is sufficient
Availability, after giving effect to the requirements of Section 4.3(c), for the
issuance of such Letter of Credit and shall notify the applicable Issuing Banks
of the same; provided, however, that with respect to any Request for Issuance of
Letter of Credit for a Commercial Letter of Credit under clause (y) above, the
applicable Issuing Bank shall not be required to obtain confirmation from the
Administrative Agent of sufficient Availability prior to issuing such Commercial
Letter of Credit requested but rather shall be entitled to rely on the
certifications given by the Administrative Borrower pursuant to Section 4.3 and
the applicable Request for Issuance of Letter of Credit. Unless an Issuing Bank
has received notice from a Lender or the Administrative Agent that a Default
exists or unless such Issuing Bank has actual knowledge that a Default exists
and except as set forth in the immediately preceding sentence of this Section,
such Issuing Bank shall be entitled to rely on the certifications of the
Administrative Borrower pursuant to Section 4.3 and the applicable Request for
Issuance of Letter of Credit to determine whether the conditions to issuance of
any Letter of Credit have been satisfied. Upon receipt of any such Request for
Issuance of Letter of Credit, subject to satisfaction (or waiver in accordance
with the last sentence of Section 4.3) of all conditions precedent thereto as
set forth in Section 4.3 and receipt of a notification from the Administrative
Agent that sufficient Availability, after giving effect to the requirements of
Section 4.3(c), exists for the issuance of such Letter of Credit, the applicable
Issuing Bank shall process such Request for Issuance of Letter of Credit and the
certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall
promptly issue (or amend) (or arrange with a Foreign Issuer for the issuance of)
the Letter of Credit requested thereby. Such Issuing Bank shall furnish a copy
of such Letter of Credit to the Administrative Borrower and the Administrative
Agent following the issuance thereof. In addition to the fees payable pursuant
to Section 2.4(c)(ii) the Borrowers shall pay or reimburse each Issuing Bank for
normal and customary costs and expenses incurred by such Issuing Bank in
issuing, causing the issuance of, effecting payment under, amending or otherwise
administering the Letters of Credit. On each Business Day on or before 10:00
a.m. (Atlanta, Georgia time) each Issuing Bank shall deliver to the
Administrative Agent and the Administrative Borrower a report in substantially
the form of Exhibit J (a "Daily Letter of Credit Report") (A) setting forth the
opening balance of its Letters of Credit outstanding on the immediately
preceding Business Day, (B) identifying all Letters of Credit issued (or
amended) by it (or its Foreign Issuer) on such immediately preceding Business
Day, (C) identifying all Letters of Credit cancelled on such immediately
preceding Business Day, (D) identifying all draws on such immediately preceding
Business Day under Letters of Credit issued by it (or its Foreign Issuer), (E)
setting forth the ending balance of its

                                       49
<PAGE>

Letters of Credit outstanding on such immediately preceding Business Day and (E)
identifying all requests for the issuance of Letters of Credit cancelled on such
immediately preceding Business Day.

      (c)   Immediately upon the issuance (or amendment) by (or on behalf of) an
Issuing Bank of a Letter of Credit and in accordance with the terms and
conditions of this Agreement, such Issuing Bank shall be deemed to have sold and
transferred to each Lender, and each Lender shall be deemed irrevocably and
unconditionally to have purchased and received from such Issuing Bank, without
recourse or warranty, an undivided interest and participation, to the extent of
such Lender's Revolving Commitment Ratio, in such Letter of Credit (as
applicable, as amended) and the obligations of the Borrowers with respect
thereto (including, without limitation, all Letter of Credit Obligations with
respect thereto). The applicable Issuing Bank shall promptly notify the
Administrative Agent of any such draw under a Letter of Credit. At such time as
the Administrative Agent shall be notified by the Issuing Bank that the
beneficiary under any Letter of Credit has drawn on the same, the Administrative
Agent shall promptly notify the Borrowers and the Swing Bank (or, at its option,
all Lenders), by telephone or telecopy, of the amount of the draw (and, in the
case of each Lender, such Lender's portion of such draw amount as calculated in
accordance with its Revolving Commitment Ratio).

      (d)   The Borrowers hereby agree to immediately reimburse each Issuing
Bank for amounts paid by such Issuing Bank in respect of draws under each Letter
of Credit. In order to facilitate such repayment, the Borrowers hereby
irrevocably request the Lenders, and the Lenders hereby severally agree, on the
terms and conditions of this Agreement (other than as provided in Article 2 with
respect to the amounts of, the timing of requests for, and the repayment of
Advances hereunder and in Article 4 with respect to conditions precedent to
Advances hereunder), with respect to any drawing under a Letter of Credit, to
make a Base Rate Advance on each day on which a draw is funded under any Letter
of Credit and in the amount of such draw, and to pay the proceeds of such
Advance directly to the applicable Issuing Bank to reimburse such Issuing Bank
for the amount paid by it upon such draw. Each Lender shall pay its share of
such Base Rate Advance by paying its portion of such Advance to the
Administrative Agent in accordance with Section 2.2(e) and its Revolving
Commitment Ratio, without reduction for any set-off or counterclaim of any
nature whatsoever and regardless of whether any Default then exists or would be
caused thereby. The disbursement of funds in connection with a draw under a
Letter of Credit pursuant to this Section hereunder shall be subject to the
terms and conditions of Section 2.2(e). The obligation of each Lender to make
payments to the Administrative Agent for the account of an Issuing Bank in
accordance with this Section 2.15 shall be absolute and unconditional, and no
Lender shall be relieved of its obligations to make such payments by reason of
noncompliance by any other Person with the terms of the Letter of Credit or for
any other reason (other than the gross negligence or willful misconduct of such
Issuing Bank (or Foreign Issuer) in paying such Letter of Credit, as determined
by a final non-appealable judgment of a court of

                                       50
<PAGE>

competent jurisdiction). The Administrative Agent shall promptly remit to such
Issuing Bank the amounts so received from the other Lenders. Any overdue amounts
payable by the Lenders to an Issuing Bank in respect of a draw under any Letter
of Credit shall bear interest, payable on demand, (x) for the first two (2)
Business Days, at the Federal Funds Rate and (y) thereafter, at the Base Rate.
Notwithstanding the foregoing, at the request of the Administrative Agent the
Swing Bank may, at its option and subject to the conditions set forth in Section
2.2(g), make Swing Loans to reimburse Issuing Banks for amounts drawn under
Letters of Credit.

      (e)   The Borrowers agree that each Advance by the Lenders to reimburse an
Issuing Bank for draws under any Letter of Credit, shall, for all purposes
hereunder unless and until converted into Eurodollar Advances pursuant to
Section 2.2(b)(ii), be deemed to be a Base Rate Advance under the Revolving Loan
Commitments and shall be payable and bear interest in accordance with all other
Base Rate Advances.

      (f)   The Borrowers agree that any action taken or omitted to be taken by
an Issuing Bank in connection with any Letter of Credit, except for such actions
or omissions as shall constitute gross negligence or willful misconduct on the
part of such Issuing Bank as determined by a final non-appealable judgment of a
court of competent jurisdiction, shall be binding on the Borrowers as between
the Borrowers and such Issuing Bank, and shall not result in any liability of
such Issuing Bank to the Borrowers. The obligation of the Borrowers to reimburse
an Issuing Bank for a drawing under any Letter of Credit or the Lenders for
Advances made by them to the Issuing Banks on account of draws made under the
Letters of Credit shall be absolute, unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement under all
circumstances whatsoever, including, without limitation, the following
circumstances:

                  (i)   Any lack of validity or enforceability of any Loan
      Document;

                  (ii)  Any amendment or waiver of or consent to any departure
      from any or all of the Loan Documents;

                  (iii) Any improper use which may be made of any Letter of
      Credit or any improper acts or omissions of any beneficiary or transferee
      of any Letter of Credit in connection therewith;

                  (iv)  The existence of any claim, set-off, defense or any
      right which the Borrowers may have at any time against any beneficiary or
      any transferee of any Letter of Credit (or Persons for whom any such
      beneficiary or any such transferee may be acting), any Lender or any other
      Person, whether in connection with any Letter of Credit, any transaction
      contemplated by any Letter of Credit, this Agreement, or any other Loan
      Document, or any unrelated transaction;

                                       51
<PAGE>

                  (v)   Any statement or any other documents presented under any
      Letter of Credit proving to be insufficient, forged, fraudulent or invalid
      in any respect or any statement therein being untrue or inaccurate in any
      respect whatsoever;

                  (vi)  The insolvency of any Person issuing any documents in
      connection with any Letter of Credit;

                  (vii) Any breach of any agreement between the Borrowers and
      any beneficiary or transferee of any Letter of Credit;

                  (viii) Any irregularity in the transaction with respect to
      which any Letter of Credit is issued, including any fraud by the
      beneficiary or any transferee of such Letter of Credit;

                  (ix)  Any errors, omissions, interruptions or delays in
      transmission or delivery of any messages, by mail, cable, telegraph,
      wireless or otherwise, whether or not they are in code;

                  (x)   Any act, error, neglect or default, omission, insolvency
      or failure of business of any of the correspondents of or Foreign Issuer
      for the applicable Issuing Bank (other than the gross negligence or
      willful misconduct of any such Foreign Issuer or correspondent);

                  (xi)  Any other circumstances arising from causes beyond the
      control of the applicable Issuing Bank;

                  (xii) Payment by an Issuing Bank (or Foreign Issuer) under any
      Letter of Credit against presentation of a sight draft or a certificate
      which does not comply with the terms of such Letter of Credit, provided
      that such payment shall not have constituted gross negligence or willful
      misconduct of such Issuing Bank (or Foreign Issuer) as determined by a
      final non-appealable judgment of a court of competent jurisdiction; and

                  (xiii) Any other circumstance or happening whatsoever, whether
      or not similar to any of the foregoing.

      (g)   The Borrowers will indemnify and hold harmless each member of the
Lender Group and each of their respective employees, representatives, officers
and directors from and against any and all claims, liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever (including reasonable attorneys'
fees) which may be imposed on, incurred by or asserted against such member of
the Lender Group in any way relating to or arising out of the issuance of a
Letter of Credit, except that the Borrowers shall not be liable to any member of
the Lender Group for any portion of such claims, liabilities,

                                       52
<PAGE>

obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses, or disbursements resulting from the gross negligence or willful
misconduct of such member of the Lender Group, as determined by a final
non-appealable judgment of a court of competent jurisdiction. This Section
2.15(g) shall survive termination of this Agreement.

      (h)   Each Lender shall be responsible (to the extent the applicable
Issuing Bank is not reimbursed by the Borrowers) for its pro rata share (based
on such Lender's Revolving Commitment Ratio) of any and all reasonable
out-of-pocket costs, expenses (including reasonable legal fees) and
disbursements which may be incurred or made by such Issuing Bank in connection
with the collection of any amounts due under, the administration of, or the
presentation or enforcement of any rights conferred by any Letter of Credit, the
Borrowers' or any guarantor's obligations to reimburse draws thereunder or
otherwise. In the event the Borrowers shall fail to pay such expenses of an
Issuing Bank within fifteen (15) days of demand for payment by such Issuing
Bank, each Lender shall thereupon pay to such Issuing Bank its pro rata share
(based on such Lender's Revolving Commitment Ratio) of such expenses within ten
(10) days from the date of such Issuing Bank's notice to the Lenders of the
Borrowers' failure to pay; provided, however, that if the Borrowers shall
thereafter pay such expenses, such Issuing Bank will repay to each Lender the
amounts received from such Lender hereunder.

      (i)   Any Person that is to be a new Issuing Bank (that does not execute
an Assignment and Assumption Agreement) is required to enter into this Agreement
by executing and delivering to the Administrative Agent a joinder agreement, in
form and substance reasonably satisfactory to the Administrative Agent and, so
long as no Default exists, the Administrative Borrower (each, an "Issuing Bank
Joinder Agreement"). Upon the execution and delivery of an Issuing Bank Joinder
Agreement by such Person, such Person shall become an Issuing Bank hereunder
with the same force and effect as if originally named as an Issuing Bank herein.
The execution and delivery of any Issuing Bank Joinder Agreement adding an
additional Person as a party to this Agreement shall not require the consent of
any other party hereto.

      Section 2.16 Bank Products. Any Borrower Party may request and the
Administrative Agent, so long as Bank of America, N.A. is a Lender hereunder,
Bank of America, N.A. or, with respect to Hedge Agreements, any Lender may, in
its sole and absolute discretion, arrange for such Borrower Party to obtain from
such Person or any Affiliate of such Person, as applicable, Bank Products
although no Borrower Party is required to do so. If any Bank Products are
provided by an Affiliate of the Administrative Agent, so long as Bank of
America, N.A. is a Lender hereunder, an Affiliate of Bank of America, N.A. or,
with respect to Hedge Agreements, any Affiliate of a Lender, the Borrower
Parties agree to indemnify and hold the Lender Group, or any of them, harmless
from any and all costs and obligations now or hereafter incurred by the Lender
Group, or any of them, which arise from any indemnity given by the
Administrative Agent to any of its Affiliates, so long as Bank of America, N.A.
is a Lender hereunder, Bank of America, N.A. to any of its Affiliates or any
Lender to any of

                                       53
<PAGE>

its Affiliates, as applicable, related to such Bank Products; provided, however,
nothing contained herein is intended to limit the Borrower Parties' rights, with
respect to the Administrative Agent or any of its Affiliates, Bank of America,
N.A. or any of its Affiliates or any Lender or any of its Affiliates, as
applicable, if any, which arise as a result of the execution of documents by and
between the Borrower Parties and such Person which relate to Bank Products. The
agreement contained in this Section shall survive termination of this Agreement.
The Borrower Parties acknowledge and agree that the obtaining of Bank Products
from the Administrative Agent, Bank of America, N.A. or any Lender or any of
their respective Affiliates (a) is in the sole and absolute discretion of the
Administrative Agent, Bank of America, N.A. or such Affiliates, and (b) is
subject to all rules and regulations of the Administrative Agent, Bank of
America, N.A., such Lender or such Affiliates.

      Section 2.17 Increased Revolving Loan Commitments.

      (a)   So long as no Event of Default has occurred and is continuing, from
time to time after the Agreement Date, the Borrowers may, upon 30 days' prior
written notice by delivering an Increased Revolving Loan Activation Commitment
Notice to the Administrative Agent (who shall promptly provide a copy of such
notice to each Lender), propose to increase the Revolving Loan Commitments by an
amount not to exceed $100,000,000 in the aggregate and in minimum increments of
$10,000,000 (the amount of any such increase, an "Additional Commitment
Amount"). Each Lender shall have the right for a period of 10 Business Days
following receipt of such notice, to elect by written notice to the
Administrative Borrower and the Administrative Agent to increase the Revolving
Loan Commitment of such Lender by a principal amount equal to its Revolving
Commitment Ratio of the Additional Commitment Amount. No Lender shall have any
obligation to increase its Revolving Loan Commitment or its other obligations
under this Agreement and the other Loan Documents, and any decision by a Lender
to increase its Revolving Loan Commitment shall be made in its sole discretion
independently from any other Lender.

      (b)   If any Lender shall not elect to increase its Revolving Loan
Commitment pursuant to subsection (a) of this Section, the Borrowers may
designate another bank or other financial institution (which may be, but need
not be, one or more of the existing Lenders) which at the time agrees to (i) in
the case of any such Person that is an existing Lender, increase its Revolving
Loan Commitment and (ii) in the case of any other Person (an "Additional
Lender"), become a "Lender" under this Agreement; provided, however, that any
such new bank or financial institution must be acceptable to the Administrative
Agent, which acceptance will not be unreasonably withheld or delayed. The sum of
the increases in the Revolving Loan Commitments of the existing Lenders pursuant
to this subsection (b) plus the Revolving Loan Commitments of the Additional
Lenders shall not in the aggregate exceed the unsubscribed amount of the
Additional Commitment Amount.

                                       54
<PAGE>

      (c)   An increase in the Revolving Loan Commitments pursuant to this
Section shall become effective upon the receipt by the Administrative Agent of a
New Lender Supplement signed by the Borrowers, by each Additional Lender and by
each other Lender whose Revolving Loan Commitment is to be increased,
substantially in the form of Exhibit K (a "New Lender Supplement") and setting
forth the new Revolving Loan Commitments and Revolving Commitment Ratios of such
Lenders and setting forth the agreement of each Additional Lender to become a
"Lender" under this Agreement and to be bound by all the terms and provisions
hereof, together with such evidence of appropriate corporate authorization on
the part of the Borrowers with respect to the increase in the Revolving Loan
Commitments and such opinions of counsel for the Borrowers with respect to the
increase in the Revolving Loan Commitments as the Administrative Agent may
reasonably request.

      (d)   Upon the receipt of any such New Lender Supplement by the
Administrative Agent, the Revolving Loan Commitments shall automatically be
deemed to be increased by the amount of the Revolving Loan Commitments added
through such New Lender Supplement and Schedule 1(a) shall automatically be
deemed amended to reflect the new Revolving Loan Commitments of all Lenders
(including, without limitation, the Additional Lenders, if any), after giving
effect to such New Lender Supplement.

      (e)   Upon any increase in the Revolving Loan Commitments pursuant to this
Section that is not pro rata among all Lenders (based on the Revolving
Commitment Ratios of the Lenders immediately preceding such increase), (x)
within five Business Days, in the case of any Base Rate Advances then
outstanding, and on the Payment Date, in the case of any Eurodollar Advances
then outstanding, the Borrowers shall prepay such Loans in their entirety and,
to the extent the Borrowers elect to do so and subject to the conditions
specified in Article 4, the Borrowers shall reborrow Loans from the Lenders in
proportion to their respective Revolving Loan Commitments after giving effect to
such increase, until such time as all outstanding Loans are held by the Lenders
in such proportion and (y) effective upon such increase, the amount of the
participations held by each Lender in each Letter of Credit then outstanding
shall be adjusted such that, after giving effect to such adjustments, the
Lenders shall hold participations in each such Letter of Credit equal to its
Revolving Commitment Ratio after giving effect to such increase.

                                   ARTICLE 3.

                                    GUARANTY

      Section 3.1 Guaranty

      (a)   Each Guarantor hereby guarantees to the Administrative Agent, for
the benefit of the Lender Group, the full and prompt payment of the Obligations,
including, without limitation, any interest therein (including, without
limitation, interest as provided

                                       55
<PAGE>

in this Agreement, accruing after the filing of a petition initiating any
insolvency proceedings, whether or not such interest accrues or is recoverable
against the Borrowers after the filing of such petition for purposes of the
Bankruptcy Code or is an allowed claim in such proceeding), plus reasonable
attorneys' fees and expenses if the obligations represented by this Guaranty are
collected by law, through an attorney-at-law, or under advice therefrom.

      (b)   Regardless of whether any proposed guarantor or any other Person
shall become in any other way responsible to the Lender Group, or any of them,
for or in respect of the Obligations or any part thereof, and regardless of
whether or not any Person now or hereafter responsible to the Lender Group, or
any of them, for the Obligations or any part thereof, whether under this
Guaranty or otherwise, shall cease to be so liable, each Guarantor hereby
declares and agrees that this Guaranty shall be a joint and several obligation,
shall be a continuing guaranty and shall be operative and binding until the
Obligations shall have been indefeasibly paid in full in cash (or in the case of
Letter of Credit Obligations, secured through delivery of cash collateral in an
amount equal to one hundred and five percent (105%) of the Letter of Credit
Obligations) and the Revolving Loan Commitments shall have been terminated.

      (c)   Each Guarantor absolutely, unconditionally and irrevocably waives
any and all right to assert any defense (other than the defense of payment in
cash in full, to the extent of its obligations hereunder, or a defense that such
Guarantor's liability is limited as provided in Section 3.1(g)), set-off,
counterclaim or cross-claim of any nature whatsoever with respect to this
Guaranty or the obligations of the Guarantors under this Guaranty or the
obligations of any other Person or party (including, without limitation, the
Borrowers) relating to this Guaranty or the obligations of any of the Guarantors
under this Guaranty or otherwise with respect to the Obligations in any action
or proceeding brought by the Administrative Agent or any other member of the
Lender Group to collect the Obligations or any portion thereof, or to enforce
the obligations of any of the Guarantors under this Guaranty.

      (d)   The Lender Group, or any of them, may from time to time, without
exonerating or releasing any Guarantor in any way under this Guaranty, (i) take
such further or other security or securities for the Obligations or any part
thereof as they may deem proper, or (ii) release, discharge, abandon or
otherwise deal with or fail to deal with any guarantor of the Obligations or any
security or securities therefor or any part thereof now or hereafter held by the
Lender Group, or any of them, or (iii) amend, modify, extend, accelerate or
waive in any manner any of the provisions, terms, or conditions of the Loan
Documents, all as they may consider expedient or appropriate in their sole
discretion. Without limiting the generality of the foregoing, or of Section
3.1(e), it is understood that the Lender Group, or any of them, may, without
exonerating or releasing any Guarantor, give up, modify or abstain from
perfecting or taking advantage of any security for the Obligations and accept or
make any compositions or arrangements, and

                                       56
<PAGE>

realize upon any security for the Obligations when, and in such manner, and with
or without notice, all as such Person may deem expedient.

      (e)   Each Guarantor acknowledges and agrees that no change in the nature
or terms of the Obligations or any of the Loan Documents, or other agreements,
instruments or contracts evidencing, related to or attendant with the
Obligations (including any novation), shall discharge all or any part of the
liabilities and obligations of such Guarantor pursuant to this Guaranty; it
being the purpose and intent of the Guarantors and the Lender Group that the
covenants, agreements and all liabilities and obligations of each Guarantor
hereunder are absolute, unconditional and irrevocable under any and all
circumstances. Without limiting the generality of the foregoing, each Guarantor
agrees that until each and every one of the covenants and agreements of this
Guaranty is fully performed, and without possibility of recourse, whether by
operation of law or otherwise, such Guarantor's undertakings hereunder shall not
be released, in whole or in part, by any action or thing which might, but for
this paragraph of this Guaranty, be deemed a legal or equitable discharge of a
surety or guarantor, or by reason of any waiver, omission of the Lender Group,
or any of them, or their failure to proceed promptly or otherwise, or by reason
of any action taken or omitted by the Lender Group, or any of them, whether or
not such action or failure to act varies or increases the risk of, or affects
the rights or remedies of, such Guarantor or by reason of any further dealings
among the Borrowers, on the one hand, and any member of the Lender Group, on the
other hand, or any other guarantor or surety, and such Guarantor hereby
expressly waives and surrenders any defense to its liability hereunder, or any
right of counterclaim or offset of any nature or description which it may have
or may exist based upon, and shall be deemed to have consented to, any of the
foregoing acts, omissions, things, agreements or waivers.

      (f)   The Lender Group, or any of them, may, without demand or notice of
any kind upon or to any Guarantor, at any time or from time to time when any
amount shall be due and payable hereunder by any Guarantor, if the Borrowers
shall not have timely paid any of the Obligations (or in the case of Letter of
Credit Obligations, secured through delivery of cash collateral in an amount
equal to one hundred and five percent (105%) of the Letter of Credit
Obligations), set-off and appropriate and apply to any portion of the
Obligations hereby guaranteed, and in such order of application as the
Administrative Agent may from time to time elect in accordance with this
Agreement, any deposits, property, balances, credit accounts or moneys of any
Guarantor in the possession of any member of the Lender Group or under their
respective control for any purpose. If and to the extent that any Guarantor
makes any payment to the Administrative Agent or any other Person pursuant to or
in respect of this Guaranty, any claim which such Guarantor may have against the
Borrowers by reason thereof shall be subject and subordinate to the prior
payment in full of the Obligations to the satisfaction of the Lender Group.

      (g)   The creation or existence from time to time of Obligations in excess
of the amount committed to or outstanding on the date of this Guaranty is hereby
authorized,

                                       57
<PAGE>

without notice to any Guarantor, and shall in no way impair or affect this
Guaranty or the rights of the Lender Group herein. It is the intention of each
Guarantor and the Administrative Agent that each Guarantor's obligations
hereunder shall be, but not in excess of, the Maximum Guaranteed Amount (as
herein defined). The "Maximum Guaranteed Amount" with respect to any Guarantor,
shall mean the maximum amount which could be paid by such Guarantor without
rendering this Guaranty void or voidable as would otherwise be held or
determined by a court of competent jurisdiction in any action or proceeding
involving any state or Federal bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws relating to the
insolvency of debtors.

      (h)   Upon the bankruptcy or winding up or other distribution of assets of
any Borrower, or of any surety or guarantor (other than the applicable
Guarantor) for any Obligations of the Borrowers to the Lender Group, or any of
them, the rights of the Administrative Agent against any Guarantor shall not be
affected or impaired by the omission of any member of the Lender Group to prove
its claim, or to prove the full claim, as appropriate, against such Borrower, or
any such other guarantor or surety, and the Administrative Agent may prove such
claims as it sees fit and may refrain from proving any claim and in its
discretion may value as it sees fit or refrain from valuing any security held by
it without in any way releasing, reducing or otherwise affecting the liability
to the Lender Group of each of the Guarantors.

      (i)   Each Guarantor hereby absolutely, unconditionally and irrevocably
expressly waives, except to the extent such waiver would be expressly prohibited
by applicable law, the following: (i) notice of acceptance of this Guaranty,
(ii) notice of the existence or creation of all or any of the Obligations, (iii)
presentment, demand, notice of dishonor, protest and all other notices
whatsoever (other than notices expressly required hereunder or under any other
Loan Document to which any Guarantor is a party), (iv) all diligence in
collection or protection of or realization upon the Obligations or any part
thereof, any obligation hereunder, or any security for any of the foregoing, (v)
all rights to enforce any remedy which the Lender Group, or any of them, may
have against the Borrowers, and (vi) until the Obligations shall have been paid
in full in cash (or in the case of Letter of Credit Obligations, secured through
delivery of cash collateral in an amount equal to one hundred and five percent
(105%) of the Letter of Credit Obligations), all rights of subrogation,
indemnification, contribution and reimbursement from the Borrowers for amounts
paid hereunder and any benefit of, or right to participate in, any collateral or
security now or hereinafter held by the Lender Group, or any of them, in respect
of the Obligations. If a claim is ever made upon any member of the Lender Group
for the repayment or recovery of any amount or amounts received by such Person
in payment of any of the Obligations and such Person repays all or part of such
amount by reason of (x) any judgment, decree or order of any court or
administrative body having jurisdiction over such Person or any of its property,
or (y) any settlement or compromise of any such claim effected by such Person
with any such claimant, including a Borrower, then in such event each Guarantor
agrees that any such judgment, decree,

                                       58
<PAGE>

order, settlement or compromise shall be binding upon such Guarantor,
notwithstanding any revocation hereof or the cancellation of any promissory note
or other instrument evidencing any of the Obligations, and such Guarantor shall
be and remain obligated to such Person hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by such Person.

      (j)   This Guaranty is a continuing guaranty of the Obligations and all
liabilities to which it applies or may apply under the terms hereof and shall be
conclusively presumed to have been created in reliance hereon. No failure or
delay by any member of the Lender Group in the exercise of any right, power,
privilege or remedy shall operate as a waiver thereof, and no single or partial
exercise by the Administrative Agent of any right or remedy shall preclude other
or further exercise thereof or the exercise of any other right or remedy and no
course of dealing between any Guarantor and any member of the Lender Group shall
operate as a waiver thereof. No action by any member of the Lender Group
permitted hereunder shall in any way impair or affect this Guaranty. For the
purpose of this Guaranty, the Obligations shall include, without limitation, all
Obligations of the Borrowers to the Lender Group, notwithstanding any right or
power of any third party, individually or in the name of any Borrower and the
Lender Group, or any of them, to assert any claim or defense as to the
invalidity or unenforceability of any such Obligation, and no such claim or
defense shall impair or affect the obligations of any Guarantor hereunder.

      (k)   This is a guaranty of payment and not of collection. In the event
the Administrative Agent makes a demand upon any Guarantor in accordance with
the terms of this Guaranty, such Guarantor shall be held and bound to the
Administrative Agent directly as debtor in respect of the payment of the amounts
hereby guaranteed. All costs and expenses, including, without limitation,
reasonable attorneys' fees and expenses, incurred by the Administrative Agent in
obtaining performance of or collecting payments due under this Guaranty shall be
deemed part of the Obligations guaranteed hereby.

      (l)   Each Guarantor is a direct or indirect wholly owned Domestic
Subsidiary of the Parent. Each Guarantor expressly represents and acknowledges
that any financial accommodations by the Lender Group to any Borrower,
including, without limitation, the extension of credit, are and will be of
direct interest, benefit and advantage to such Guarantor.

      (m)   The Guarantors hereby agree, among themselves, that if any Guarantor
shall become an Excess Funding Guarantor (as defined below) by reason of the
payment by such Guarantor of any Obligations, each other Guarantor shall, on
demand of such Excess Funding Guarantor (but subject to the next sentence), pay
to such Excess Funding Guarantor an amount equal to such Guarantor's Pro Rata
Share (as defined below and determined, for this purpose, without reference to
the properties, debts and liabilities of such Excess Funding Guarantor) of the
Excess Payment (as defined below) in respect of such Obligations. The payment
obligation of a Guarantor to any Excess Funding

                                       59
<PAGE>

Guarantor under this Section 3.1(m) shall be subordinate and subject in right of
payment to the prior payment in full of the obligations of such Guarantor under
the other provisions of this Guaranty, and such Excess Funding Guarantor shall
not exercise any right or remedy with respect to such excess until payment and
satisfaction in full of all such obligations. For purposes of this Section
3.1(m), (i) "Excess Funding Guarantor" shall mean, in respect of any
Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share
of such Obligations, (ii) "Excess Payment" shall mean, in respect of any
Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro
Rata Share of such Obligations and (iii) "Pro Rata Share" shall mean, for any
Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the
aggregate present fair saleable value of all properties of such Guarantor
(excluding any shares of stock of any other Guarantor) exceeds the amount of all
the debts and liabilities of such Guarantor (including contingent, subordinated,
unmatured and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder and any obligations of any other Subsidiary Guarantor that
have been guaranteed by such Guarantor) to (y) the amount by which the aggregate
fair saleable value of all properties of the Borrowers and all of the Guarantors
exceeds the amount of all the debts and liabilities (including contingent,
subordinated, unmatured and unliquidated liabilities, but excluding the
obligations of the Borrowers and the Guarantors hereunder) of the Borrowers and
all of the Guarantors, all as of the Agreement Date.

      (n)   Pursuant to Section 6.21 of this Agreement, any new Domestic
Subsidiary (whether by creation or designation) is required to enter into this
Agreement by executing and delivering to the Administrative Agent a Guaranty
Supplement. Upon the execution and delivery of a Guaranty Supplement by such new
Domestic Subsidiary, such Domestic Subsidiary shall become a Guarantor and
Borrower Party hereunder with the same force and effect as if originally named
as a Guarantor or Borrower Party herein. The execution and delivery of any
Guaranty Supplement adding an additional Guarantor as a party to this Agreement
shall not require the consent of any other party hereto. The rights and
obligations of each party hereunder shall remain in full force and effect
notwithstanding the addition of any new Guarantor hereunder.

                                   ARTICLE 4.

                              CONDITIONS PRECEDENT

      Section 4.1 Conditions Precedent to Initial Advance. The obligations of
the Lenders to undertake the Revolving Loan Commitments and to make the initial
Advance hereunder, and the obligation of the Issuing Banks to issue (or arrange
with a Foreign Issuer the issuance of) the initial Letter of Credit hereunder,
are subject to the prior fulfillment of each of the following conditions:

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      (a)   The Administrative Agent shall have received each of the following,
in form and substance satisfactory to the Administrative Agent and the other
members of the Lender Group:

                  (i)   This duly executed Agreement;

                  (ii)  A duly executed Revolving Loan Note to the order of each
      Lender requesting a promissory note in the amount of such Lender's
      Revolving Commitment Ratio of the Revolving Loan Commitments;

                  (iii) The Security Agreement, duly executed by each Borrower
      Party;

                  (iv)  The Intellectual Property Security Agreement, duly
      executed by each Borrower Party;

                  (v)   The Pledge Agreement First Amendment, duly executed by
      certain Borrower Parties;

                  (vi)  The Syndication Letter duly executed by the Borrowers;

                  (vii) Amendments to the Mortgages delivered by the applicable
      Borrower Parties in connection with the Existing Credit Agreement,
      together with the delivery of: (x) endorsements to title policies issued
      in connection with the Existing Credit Agreement, as requested by the
      Administrative Agent and (y) local counsel opinions with respect to each
      Mortgage amendment;

                  (viii) Duly executed landlord waiver agreements and bailee
      waiver agreements, as applicable, to the extent not previously delivered
      in connection with the Existing Credit Agreement, with respect to each
      Borrower Party's leased premises or goods in the possession of bailees,
      except as set forth on Schedule 4.1(a)(viii);

                  (ix)  A duly executed Licensor Consent Agreement with respect
      to each License Agreement, to the extent not previously delivered in
      connection with the Existing Credit Agreement;

                  (x)   Duly executed Account Control Agreements to the extent
      not previously delivered in connection with the Existing Credit Agreement;

                  (xi)  Duly executed Securities Account Control Agreements;

                  (xii) The legal opinion of King & Spalding LLP, counsel to the
      Borrower Parties, addressed to the Lender Group;

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                  (xiii) The duly executed Request for Advance for the initial
      Advance of the Revolving Loans;

                  (xiv) All Lien Acknowledgment Agreements duly executed by the
      applicable Approved Freight Handler, to the extent not previously
      delivered in connection with the Existing Credit Agreement;

                  (xv)  With respect to each Borrower Party, a loan certificate
      signed by an Authorized Signatory of such Borrower Party in substantially
      the form of Exhibit L, including a certificate of incumbency with respect
      to each Authorized Signatory of such Borrower Party, together with
      appropriate attachments which shall include, without limitation, the
      following: (A) a copy of the certificate or articles of incorporation,
      certificate of limited partnership or certificate of organization of such
      Borrower Party certified to be true, complete and correct by the Secretary
      of State or applicable officer for the State of such Borrower Party's
      incorporation or organization, (B) a true, complete and correct copy of
      the bylaws, partnership agreement or limited liability company or
      operating agreement of such Borrower Party, (C) a true, complete and
      correct copy of the resolutions of the such Borrower Party authorizing the
      execution, delivery and performance by such Borrower Party of the Loan
      Documents and, with respect to the Borrowers, authorizing the borrowings
      hereunder, (D) certificates of good standing from each jurisdiction in
      which such Borrower Party does business except to the extent the failure
      to be so qualified would not reasonably be expected to have a Materially
      Adverse Effect, (E) copies of employment contracts for senior management
      level employees of such Borrower Party, and (F) copies of all shareholders
      or share purchase agreements, as applicable, relating to the Equity
      Interests of such Borrower Party;

                  (xvi) With respect to US Ben Sherman Holdco, a loan
      certificate signed by an Authorized Signatory of US Ben Sherman Holdco in
      substantially the form of Exhibit L, including a certificate of incumbency
      with respect to each Authorized Signatory of US Ben Sherman Holdco,
      together with appropriate attachments which shall include, without
      limitation, the following: (A) a copy of the charter documents of US Ben
      Sherman Holdco, certified to be true, complete and correct by the
      Secretary of State or applicable officer for the State of US Ben Sherman
      Holdco's incorporation or organization, (B) a true, complete and correct
      copy of the bylaws, partnership agreement or limited liability company or
      operating agreement of US Ben Sherman Holdco, (C) certificates of good
      standing from each jurisdiction in which US Ben Sherman Holdco does
      business except to the extent the failure to be so qualified would not
      reasonably be expected to have a Materially Adverse Effect; (D) copies of
      employment contracts for senior management level employees of US Ben
      Sherman Holdco, and (E) copies of all shareholders or share purchase
      agreements, as applicable, relating to the Equity Interests of US Ben
      Sherman Holdco;

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                  (xvii)  A certificate of the Secretary or an Assistant
      Secretary of the Parent certifying that attached thereto is a true and
      complete copy of resolutions adopted by the Board of Directors of the
      Parent authorizing the execution, delivery and performance of the
      Acquisition Documents and the consummation of the transactions provided
      for therein;

                  (xviii) (A) Projected consolidated financial statements for
      the Parent and its Subsidiaries for the 2005 fiscal year, on a
      month-by-month basis, for each fiscal year thereafter until the Maturity
      Date on an annual basis and (B) monthly financial statements for the
      Parent and its Subsidiaries and the Target for the fiscal month of May
      2004;

                  (xix)   Copies of certificates of insurance and loss payable
      endorsements with respect to the Borrower Parties and certified copies of
      all insurance policies of the Borrower Parties, in each case, meeting the
      requirements of Section 6.5;

                  (xx)    Lien search results with respect to the Borrower
      Parties from all appropriate jurisdictions and filing offices satisfactory
      to the Administrative Agent;

                  (xxi)   Evidence satisfactory to the Administrative Agent that
      the Liens granted pursuant to the Security Documents will be first
      priority perfected Liens on the Collateral (subject only to Permitted
      Liens);

                  (xxii)  Payment of all fees and expenses payable to the
      Administrative Agent, the affiliates of the Administrative Agent and the
      Lenders in connection with the execution and delivery of this Agreement,
      including, without limitation, fees and expenses of counsel to the
      Administrative Agent; and

                  (xxiii) All such other documents as the Administrative Agent
      may reasonably request, certified by an appropriate governmental official
      or an Authorized Signatory if so requested.

      (b)   No event shall have occurred since May 30, 2003, which, in the
reasonable business judgment of the Administrative Agent and the other members
of the Lender Group, is reasonably likely to have a Materially Adverse Effect;
and no event shall have occurred since June 30, 2003, which, in the reasonable
business judgment of the Administrative Agent and the other members of the
Lender Group, is reasonably likely to have a materially adverse effect upon the
business, assets, liabilities, prospects, condition (financial or otherwise) or
the results of operation of the Target and its Subsidiaries taken as a whole.

      (c)   The Administrative Agent shall have received evidence reasonably
satisfactory to it that all Necessary Authorizations are in full force and
effect and are not

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subject to any pending or threatened reversal or cancellation, and that no
Default exists, after giving effect to the initial Advance hereunder, and the
Administrative Agent and the other members of the Lender Group shall have
received a certificate of an Authorized Signatory so stating.

      (d)   The Administrative Agent shall have received a flow of funds report
in form and substance reasonably acceptable to it dated as of the Agreement Date
and executed by the Administrative Borrower which report shall include a
statement of all sources and uses of funds on the Agreement Date.

      (e)   The Administrative Agent shall have received, as applicable, and
reviewed to its satisfaction the Borrowers' accounting and computer systems,
pension agreements and obligations, union contracts negotiated in the preceding
twelve (12) month period and customer profitability reports.

      (f)   The Administrative Agent shall have received and reviewed to its
satisfaction, all License Agreements.

      (g)   The Administrative Agent shall have reviewed to its satisfaction the
structure, terms and conditions of the Acquisition.

      Section 4.2 Conditions Precedent to Each Advance. The obligation of the
Lenders to make each Advance, including the initial Advance hereunder (but
excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank
for Swing Loans or (ii) an Issuing Bank for amounts drawn under a Letter of
Credit), is subject to the fulfillment of each of the following conditions
immediately prior to or contemporaneously with such Advance:

      (a)   All of the representations and warranties of the Borrower Parties
under this Agreement and the other Loan Documents, which, pursuant to Section
5.4, are made at and as of the time of such Advance, shall be true and correct
at such time, both before and after giving effect to the application of the
proceeds of such Advance, and the Administrative Agent shall have received a
certificate (which may be a Request for Advance) to that effect signed by an
Authorized Signatory of the Administrative Borrower and dated the date of such
Advance or such Request for Advance;

      (b)   The incumbency of the Authorized Signatories of the Administrative
Borrower shall be as stated in the certificate of incumbency contained in the
certificate of the Administrative Borrower delivered pursuant to Section 4.1(a)
or as subsequently modified and reflected in a certificate of incumbency
delivered to the Administrative Agent and the Lenders;

      (c)   After giving effect to such Advance, the Aggregate Revolving Credit
Obligations shall not exceed the Revolving Loan Commitments;

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<PAGE>

      (d)   There shall not exist on the date of such Advance and after giving
effect to the application of the proceeds of such Advance, a Default or an Event
of Default and the Administrative Agent shall have received a certificate (which
may be a Request for Advance) to that effect signed by an Authorized Signatory
of the Administrative Borrower and dated the date of such Advance; and

      (e)   The Administrative Agent and the Lenders shall have received all
such other certificates, reports, statements, opinions of counsel, or other
documents as the Administrative Agent or Lenders may reasonably request and all
other conditions to the making of such Advance which are set forth in this
Agreement shall have been fulfilled.

The Borrowers hereby agree that the delivery of any Request for Advance
hereunder shall be deemed to be the certification of the Authorized Signatory of
the Administrative Borrower thereof, on behalf of the Borrowers, that there does
not exist, on the date of the making of the Advance and after giving effect
thereto, a Default or an Event of Default hereunder and that all of the other
conditions set forth in this Section 4.2 have been satisfied. Notwithstanding
the foregoing, if the conditions, or any of them, set forth above are not
satisfied, such conditions may be waived by the requisite Lenders under Section
11.12.

      Section 4.3 Conditions Precedent to Each Letter of Credit. The obligation
of the Issuing Banks to issue (or arrange with a Foreign Issuer the issuance of)
each Letter of Credit (including the initial Letter of Credit), to increase the
stated amount of any existing Letter of Credit or to extend the expiration date
of any existing Letter of Credit hereunder is subject to the fulfillment of each
of the following conditions immediately prior to or contemporaneously with the
issuance of such Letter of Credit:

      (a)   All of the representations and warranties of the Borrower Parties
under this Agreement and the other Loan Documents, which, pursuant to Section
5.4, are made at and as of the time of the issuance of (or amendment to) such
Letter of Credit, shall be true and correct at such time, both before and after
giving effect to the issuance of such Letter of Credit, and the Administrative
Agent shall have received a certificate (which may be a Request for Issuance of
Letter of Credit) to that effect signed by an Authorized signatory of the
Administrative Borrower and dated the date of the issuance of such Letter of
Credit or such Request for Issuance of Letter of Credit;

      (b)   The incumbency of the Authorized Signatories of the Administrative
Borrower shall be as stated in the certificate of incumbency contained in the
certificate of the Administrative Borrower delivered pursuant to Section 4.1(a)
or as subsequently modified and reflected in a certificate of incumbency
delivered to the Administrative Agent and the Lenders;

      (c)   After giving effect to the issuance of (or amendment to) a Letter of
Credit, the Available Letter of Credit Amount shall not have been exceeded;

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<PAGE>

      (d)   There shall not exist on the date of issuance of (or amendment to)
such Letter of Credit, and after giving effect thereto, a Default or an Event of
Default, and the Administrative Agent shall have received a certificate (which
may be a Request for Issuance of Letter of Credit) to that effect signed by an
Authorized Signatory of the Administrative Borrower and dated the date of the
issuance of (or amendment to) such Letter of Credit; and

      (e)   The Administrative Agent and the applicable Issuing Bank shall have
received all such other certificates, reports, statements, opinions of counsel,
or other documents as the Administrative Agent or such Issuing Bank may
reasonably request and all other conditions to the issuance of (or amendment to)
such Letter of Credit which are set forth in this Agreement shall have been
fulfilled.

The Borrower hereby agrees that the delivery of any Request for Issuance of a
Letter of Credit hereunder shall be deemed to be the certification of the
Authorized Signatory thereof that there does not exist, on the date of issuance
of (or amendment to) the Letter of Credit and after giving effect thereto, a
Default or an Event of Default hereunder and that all of the conditions set
forth in Section 4.3 have been satisfied. Notwithstanding the foregoing, if the
conditions, or any of them, set forth above are not satisfied, such conditions
may be waived by the requisite Lenders under Section 11.12.

      Section 4.4 Post Closing Covenants. On or before the applicable date
specified below, the Borrowers shall perform or cause to be performed the
following (the failure by the Borrowers to so perform or cause to be performed
any such item constituting an Event of Default hereunder):

      (a)   On or before the earlier of August 13, 2004 or the date the
Acquisition is consummated, the Administrative Agent shall have received each of
the following, in form and substance satisfactory to the Administrative Agent:

                  (i)     With respect to the Target: (A) a certified copy of
      the certificate of incorporation, memorandum and articles of association
      of the Target, (B) a certified copy of the resolutions of the Target
      issued in connection with the Acquisition; (C) if applicable, a
      certificate of good standing in England and Wales from the Registrar of
      Companies of England and Wales and; (D) copies of employment contracts for
      senior management level employees of the Target;

                  (ii)    A copy of the executed Acquisition Agreement, together
      with all exhibits and schedules thereto, accompanied by the certificate of
      a senior officer of the Parent as to the consummation of the transactions
      contemplated by the Acquisition Agreement;

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<PAGE>

                  (iii)   A copy of the other executed Acquisition Documents and
      such other documents executed in connection with the Acquisition as shall
      be requested by the Administrative Agent;

                  (iv)    A copy of the executed UK Credit Facility Documents;

                  (v)     A certificate executed by an Authorized Signatory of
      the Parent regarding the solvency and financial condition of the Borrower
      Parties, together with a pro forma balance sheet giving effect to the
      Acquisition and the incurrence of the Advances and the issuance of the
      Letters of Credit, if any, on the Agreement Date; and

                  (vi)    A certificate executed by the chief financial officer
      of the Administrative Borrower, together with calculations, evidencing
      that (A) EBITDA of the Parent and its Subsidiaries for the 12-month period
      ending with the May 2004 fiscal month on a consolidated basis calculated
      on a Pro Forma Basis (after giving effect to the Acquisition) is not less
      than $120,000,000; (B) as of the last day of the May 2004 fiscal month,
      the Total Debt to EBITDA Ratio calculated on a Pro Forma Basis (after
      giving effect to the Acquisition) is not greater than 3.75 to 1.00; and
      (C) as of the last day of the May 2004 fiscal month, the Total Senior Debt
      to EBITDA Ratio is not greater than 2.00 to 1.00.

      (b)   On or before August 13, 2004, the Administrative Agent shall have
received evidence that the Acquisition was consummated on the terms set forth in
the Acquisition Documents and otherwise on terms satisfactory to the
Administrative Agent.

      (c)   Within thirty (30) days following the Agreement Date, the Borrower
Parties shall use commercially reasonable efforts to deliver to the
Administrative Agent landlord waiver agreements for the locations set forth on
Schedule 4.1(a)(viii).

      (d)   Within thirty (30) days following the Agreement Date or such later
date as shall be acceptable to the Administrative Agent, the Borrower Parties
shall deliver to the Administrative Agent updated stock certificates and stock
powers, in form and substance satisfactory to the Administrative Agent, with
respect to the Equity Interests of each Subsidiary referenced on Schedule 1 to
the Pledge Agreement that includes a notation that the stock certificates with
respect thereto are to be replaced after the Agreement Date.

                                   ARTICLE 5.

                         REPRESENTATIONS AND WARRANTIES

      Section 5.1 General Representations and Warranties. In order to induce the
Lender Group to enter into this Agreement and to extend the Loans and issue the
Letters of Credit to the Borrowers, each Borrower Party hereby represents, and
warrants that:

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      (a)   Organization; Power; Qualification. Each Borrower Party and each
Subsidiary of a Borrower Party, as applicable (i) is a corporation or other
legal entity duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation or organization, (ii) has the
corporate or other company power and authority to own or lease and operate its
properties and to carry on its business as now being and hereafter proposed to
be conducted, and (iii) is duly qualified and is in good standing as a foreign
corporation or other company, and authorized to do business, in each
jurisdiction in which the character of its properties or the nature of its
business requires such qualification or authorization except where the failure
to be so qualified would not reasonably be expected to have a Materially Adverse
Effect.

      (b)   Authorization; Enforceability. Each Borrower Party has the power and
has taken all necessary action, corporate or otherwise to authorize it to
execute, deliver, and perform this Agreement and each of the other Loan
Documents to which it is a party in accordance with the terms thereof and to
consummate the transactions contemplated hereby and thereby. Each of this
Agreement and each other Loan Document to which a Borrower Party is a party has
been duly executed and delivered by such Borrower Party, and (except for
Requests for Advance, Requests for Issuance of Letters of Credit, Notices of
Conversion/Continuation, and Uniform Commercial Code financing statements solely
to the extent they do not contain any affirmative obligations of the Borrower
Parties) is a legal, valid and binding obligation of such Borrower Party,
enforceable in accordance with its terms except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws affecting the enforcement of creditor's rights
generally or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).

      (c)   Partnerships; Joint Ventures; Subsidiaries. Except as disclosed to
the Administrative Agent in writing in connection with any investment made
pursuant to Section 8.5 or 8.7, no Borrower Party or any Subsidiary of a
Borrower Party is a partner or joint venturer in any partnership or joint
venture other than (i) the Subsidiaries listed on Schedule 5.1(c)-1 (and
identified on such schedule as a Domestic Subsidiary or Foreign Subsidiaries)
and (ii) the partnerships and joint ventures (that are not Subsidiaries) listed
on Schedule 5.1(c)-2. Schedule 5.1(c)-1 and Schedule 5.1(c)-2 set forth, for
each entity identified thereon, a complete and accurate statement of (A) the
percentage ownership of each entity by the applicable Borrower Party, (B) the
state or other jurisdiction of incorporation or organization, as appropriate, of
each such entity, (C) each state in which each entity is qualified to do
business as of the Agreement Date and (D) all names, trade names, trade styles
or doing business forms which such entity has used or under which such entity
has transacted business during the five (5) year period immediately preceding
the Agreement Date. Except as set forth on Schedule 5.1(c)-1 and Schedule 5.1(d)
attached hereto or as disclosed to the Administrative Agent in writing as set
forth above, no Borrower Party has any Subsidiaries.

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<PAGE>

      (d)   Capital Stock and Related Matters. The authorized Equity Interests
as of the Agreement Date of each Borrower Party and its Subsidiaries and the
number of shares of such Equity Interests that are issued and outstanding as of
the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of
such Equity Interests that are issued and outstanding as of the Agreement Date
are fully paid and non-assessable. As of the Agreement Date, the Equity
Interests of each such Borrower Party and its Subsidiaries (other than the
Parent) are owned by the Persons listed on Schedule 5.1(d) in the amounts set
forth on such schedule. A description of such Equity Interests held by such
Persons is listed on Schedule 5.1(d). Except as described on Schedule 5.1(d), no
Borrower Party or Subsidiary of a Borrower Party has outstanding any stock or
securities convertible into or exchangeable for any shares of its Equity
Interests, nor are there any preemptive or similar rights to subscribe for or to
purchase, or any other rights to subscribe for or to purchase, or any options
for the purchase of, or any agreements providing for the issuance (contingent or
otherwise) of, or any calls, commitments, or claims of any character relating
to, any Equity Interests or any stock or securities convertible into or
exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d),
no Borrower Party or Subsidiary of a Borrower Party is subject to any obligation
(contingent or otherwise) to repurchase or otherwise acquire or retire any
shares of its Equity Interests or to register any shares of its Equity
Interests, and there are no agreements restricting the transfer of any shares of
such Borrower Party's or such Subsidiary's Equity Interests.

      (e)   Compliance of the Loan Documents with Laws, Other Loan Documents,
and Contemplated Transactions The execution, delivery, and performance of this
Agreement and each of the other Loan Documents in accordance with their
respective terms and the consummation of the transactions contemplated hereby
and thereby do not and will not (i) violate any Applicable Law, (ii) conflict
with, result in a breach of, or constitute a default under the certificate of
incorporation or by-laws of any Borrower Party or under any indenture,
agreement, or other instrument to which any Borrower Party is a party or by
which any Borrower Party or any of its properties may be bound, or (iii) result
in or require the creation or imposition of any Lien upon or with any Borrower
Party except Permitted Liens.

      (f)   Necessary Authorizations. Each Borrower Party and each Subsidiary of
a Borrower Party has obtained all Necessary Authorizations, and all such
Necessary Authorizations are in full force and effect. None of such Necessary
Authorizations is the subject of any pending or, to the best of each Borrower
Party's or such Subsidiary's knowledge, threatened attack or revocation, by the
grantor of the Necessary Authorization.

      (g)   Title to Properties. Each Borrower Party and each Subsidiary of a
Borrower Party has good, marketable, and legal title to, or a valid leasehold
interest in, all of its properties and assets, and none of such properties or
assets is subject to any Liens (other than Permitted Liens).

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<PAGE>

      (h)   Material Contracts; Labor Matters. Schedule 5.1(h) contains a
complete list, as of the date of this Agreement, of each contract or agreement
to which any Borrower Party or Subsidiary of a Borrower Party is a party which,
if terminated, would reasonably be likely to result in a Materially Adverse
Effect. Schedule 5.1(h) further identifies, as of the Agreement Date, each
material contract which requires consent to the granting of a Lien in favor of
the Administrative Agent on the rights of any Borrower Party thereunder. Except
as disclosed to the Administrative Agent and the Lenders in writing from time to
time, no Borrower Party or Subsidiary of a Borrower Party is in default under or
with respect to any contract to which it is a party or by which it or any of its
properties are bound that, if terminated, would reasonably be likely to result
in a Materially Adverse Effect. Except as disclosed on Schedule 5.1(h): (A) no
labor contract to which any Borrower Party is a party or is otherwise subject is
scheduled to expire prior to the Maturity Date; (B) no Borrower Party has,
within the two-year (2) period preceding the Agreement Date, taken any action
which would have constituted or resulted in a "plant closing" or "mass layoff"
within the meaning of the Federal Worker Adjustment and Retraining Notification
Act of 1988 or any similar applicable federal, state or local law (to the extent
any such law would restrict such action taken given the location of the
applicable Borrower Party's operations or otherwise), and no Borrower Party has
any reasonable expectation that any such action is or will be required at any
time prior to the Maturity Date; (C) no Borrower Party is a party to any labor
dispute (other than disputes arising in the ordinary course of business,
including, without limitation, disputes with such Borrower Party's employees as
individuals and not affecting such Borrower Party's relations with any labor
group or its workforce as a whole), and (D) there are no pending or, to each
Borrower Party's knowledge, threatened strikes or walkouts relating to any labor
contracts to which any Borrower Party is a party or is otherwise subject that
could reasonably be expected to have a Materially Adverse Effect. Except as set
forth on Schedule 5.1(h), none of the employees of any Borrower Party or
Subsidiary of a Borrower Party is a party to any collective bargaining agreement
with such Borrower Party or such Subsidiary, as applicable.

      (i)   Taxes. Except as set forth on Schedule 5.1(i), all federal, state,
and other tax returns of each Borrower Party and each Subsidiary of Borrower
Party required by law to be filed have been duly filed, and all federal, state,
and other taxes (including without limitation, all real estate and personal
property, income, franchise, transfer and gains taxes), all general or special
assessments, and other governmental charges or levies upon each Borrower Party
and each Subsidiary of a Borrower Party and any of their respective properties,
income, profits, and assets, which are due and payable, have been paid, except
any payment of any of the foregoing which such Borrower Party or Subsidiary, as
applicable, is currently contesting in good faith by appropriate proceedings and
with respect to which reserves in conformity with GAAP have been provided on the
books of such Borrower Party or such Subsidiary, as the case may be. The
charges, accruals, and reserves on the books of the Borrower Parties and
Subsidiaries of the Borrower Parties in respect of taxes are, in the reasonable
judgment of the Borrower Parties, adequate. Except as set forth on Schedule
5.1(i), no Borrower Party or any

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<PAGE>

Subsidiary of a Borrower Party is currently under audit by the Internal Revenue
Service or any other taxing authority.

      (j)   Financial Statements. The Borrower Parties have furnished, or caused
to be furnished, to the Lenders the audited consolidated financial statements of
the Parent and its Subsidiaries and the financial statements of the Target which
are complete and correct in all material respects and present fairly in
accordance with GAAP the respective financial positions of the Parent and its
Subsidiaries as of May 30, 2003 and of the Target as of June 30, 2003, and the
respective results of operations of the Parent and its Subsidiaries and of the
Target for the periods then ended. The Borrower Parties have furnished, or
caused to be furnished, to the Lenders the unaudited consolidated financial
statements of the Parent and its Subsidiaries and the financial statements of
the Target for the May 2004 fiscal month which are complete and correct in all
material respects and present fairly in accordance with GAAP, subject to normal
year end adjustments, the respective financial positions of the Parent and its
Subsidiaries as of the last day of the May 2004 fiscal month and of the Target
as of the last day of the May 2004 fiscal month, and the respective results of
operations of the Parent and its Subsidiaries and of the Target for the periods
then ended.

      (k)   No Adverse Change. Since May 30, 2003, there has occurred no event
which could reasonably be expected to have a Materially Adverse Effect. Since
June 30, 2003, there has occurred no event which could reasonably be expected to
have a materially adverse effect upon the business, assets, liabilities,
prospects, condition (financial or otherwise) or the results of operation of the
Target and its Subsidiaries, taken as a whole.

      (l)   Investments and Guaranties. As of the Agreement Date, no Borrower
Party or Subsidiary of a Borrower Party owns any Equity Interests of, or has
outstanding loans or advances to, or guaranties of the obligations of, any
Person, except as reflected in the financial statements referred to in Section
5.1(j) or disclosed on Schedules 5.1(c)-1, 5.1(d) or 5.1(l).

      (m)   Liabilities, Litigation, etc. As of the Agreement Date, except for
liabilities incurred in the normal course of business, no Borrower Party or
Subsidiary of a Borrower Party has any material (individually or in the
aggregate) liabilities, direct or contingent, except as disclosed or referred to
in the financial statements referred to in Section 5.1(j), the Obligations and
the Senior Notes Debt. As of the Agreement Date, except as described on
Schedules 5.1(m) and 5.1(x), there is no litigation, legal or administrative
proceeding, investigation, or other action of any nature pending or, to the
knowledge of the Borrower Parties, threatened against or affecting any Borrower
Party or any Subsidiary of a Borrower Party or any of their respective
properties which could reasonably be expected to result in any judgment against
or liability of such Borrower Party or Subsidiary of a Borrower Party in excess
of $7,500,000, individually and in the aggregate with respect to all Borrower
Parties and their Subsidiaries, or the loss of any

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certification or license material to the operation of such Borrower Party's or
Subsidiary's business. None of such litigation disclosed on Schedules 5.1(m) and
5.1(x), individually or collectively, could reasonably be expected to have a
Materially Adverse Effect.

      (n)   ERISA. Each Borrower Party and each Plan are in compliance in all
material respects with ERISA and the Code, and no Borrower Party nor any of its
ERISA Affiliates incurred any accumulated funding deficiency within the meaning
of Section 302 of ERISA or Section 412 of the Code with respect to any such Plan
that is subject to the minimum funding requirements of Section 302 of ERISA or
Section 412 of the Code. Each Borrower Party and each of its ERISA Affiliates
have complied with all material requirements of Sections 601 through 608 of
ERISA and Section 4980B of the Code. No Borrower Party has made any promises of
retirement or other benefits to employees, except as set forth in the Plans. No
Borrower Party has incurred any material liability to the PBGC in connection
with any such Plan. No Reportable Event has occurred and is continuing with
respect to any such Plan. No such Plan or trust created thereunder, or party in
interest (as defined in Section 3(14) of ERISA, or any fiduciary (as defined in
Section 3(21) of ERISA), has engaged in a non-exempt "prohibited transaction"
(as such term is defined in Section 406 of ERISA or Section 4975 of the Code)
which would subject any Borrower Party to any material penalty or tax on
"prohibited transactions" imposed by Section 502 of ERISA or Section 4975 of the
Code. No Borrower Party or any ERISA Affiliate is a participant in or is
obligated to make any payment to a Multiemployer Plan.

      (o)   Intellectual Property; Licenses; Certifications. As of the Agreement
Date, except as set forth on Schedule 5.1(o), no Borrower Party or Subsidiary of
a Borrower Party owns any registered patents, trademarks or service marks, and
has no pending registration applications with respect to any of the foregoing.
As of the Agreement Date, no other patents, trademarks or service marks are
necessary for the operation of the business of the Borrower Parties and their
Subsidiaries. As of the Agreement Date, to the knowledge of the Borrower
Parties, Schedule 5.1(o) sets forth all copyrights of the Borrower Parties and
their Subsidiaries that have been registered on or after June 13, 2003 and any
pending copyright registration applications. As of the Agreement Date, to the
knowledge of the Borrower Parties, no other copyrights are necessary for the
operation of the business of the Borrower Parties and their Subsidiaries. Each
Borrower Party and each Subsidiary of a Borrower Party has all material licenses
and certifications necessary for the operation of such Borrower Party's or such
Subsidiary's business.

      (p)   Compliance with Law; Absence of Default. Each Borrower Party and
each Subsidiary of a Borrower Party is in material compliance with all
Applicable Laws and with all of the provisions of its certificate or articles of
incorporation or formation, by-laws or other governing documents. No event has
occurred or has failed to occur which has not been remedied or waived, the
occurrence or non-occurrence of which constitutes (i) a Default, (ii) a default
by such Borrower Party under the Senior Notes Documents, or (iii) except with
respect to indebtedness in an aggregate principal amount

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equal to or less than $5,000,000, a default under any other indenture,
agreement, or other instrument, or any judgment, decree, or order to which such
Borrower Party or such Subsidiary is a party or by which such Borrower Party or
such Subsidiary or any of their respective properties may be bound.

      (q)   Casualties; Taking of Properties, etc. Since May 31, 2003, neither
the business nor the properties of the Borrower Parties, their Subsidiaries, or
the Target has been materially and adversely affected as a result of any fire,
explosion, earthquake, flood, drought, windstorm, accident, strike or other
labor disturbance, embargo, requisition or taking of property or cancellation of
contracts, permits or concessions by any domestic or foreign government or any
agency thereof, riot, activities of armed forces, or acts of God or of any
public enemy.

      (r)   Accuracy and Completeness of Information. All written information,
reports, other papers and data relating to the Borrower Parties furnished by or
at the direction of the Borrower Parties to the Lender Group (other than
projections, estimates and forecasts) were, at the time furnished, complete and
correct in all material respects. With respect to projections, estimates and
forecasts given to the Lender Group, such projections, estimates and forecasts
are based on the Borrower Parties' good faith assessment of the future of the
business at the time made. The Borrower Parties had a reasonable basis for such
assessment at the time made.

      (s)   Compliance with Regulations T, U and X. No Borrower Party or
Subsidiary of a Borrower Party is engaged principally in or has as one of its
important activities in the business of extending credit for the purpose of
purchasing or carrying, and no Borrower Party or Subsidiary of a Borrower Party
owns or presently intends to acquire, any "margin security" or "margin stock" as
defined in Regulations T, U and X of the Board of Governors of the Federal
Reserve System (herein called "margin stock"). None of the proceeds of the Loans
will be used, directly or indirectly, for the purpose of purchasing or carrying
any margin stock or for the purpose of reducing or retiring any Indebtedness
which was originally incurred to purchase or carry margin stock or for any other
purpose which might constitute this transaction a "purpose credit" within the
meaning of said Regulations T, U and X. If so requested by the Administrative
Agent, the Borrower Parties or their Subsidiaries, as applicable, will furnish
the Administrative Agent with (i) a statement or statements in conformity with
the requirements of Federal Reserve Form U-1 referred to in Regulation U of said
Board of Governors and (ii) other documents evidencing its compliance with the
margin regulations reasonably requested by the Administrative Agent. Neither the
making of the Loans nor the use of proceeds thereof will violate the provisions
of Regulation T, U or X of said Board of Governors.

      (t)   Solvency. As of the Agreement Date and after giving effect to the
transactions contemplated by the Acquisition Documents, the Acquisition, and the
transactions contemplated by the Loan Documents (i) the property of each
Borrower Party, at a fair valuation on a going concern basis, will exceed its
debt; (ii) the capital of

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each Borrower Party will not be unreasonably small to conduct its business; and
(iii) no Borrower Party will have incurred debts, or have intended to incur
debts, beyond its ability to pay such debts as they mature. For purposes of this
Section, "debt" means any liability on a claim, and "claim" means (A) the right
to payment, whether or not such right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, undisputed, legal,
equitable, secured or unsecured, or (B) the right to an equitable remedy for
breach of performance if such breach gives rise to a right to payment, whether
or not such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured, unmatured, undisputed, secured or unsecured.

      (u)   Insurance. The Borrower Parties and their Subsidiaries have
insurance meeting the requirements of Section 6.5, and such insurance policies
are in full force and effect. As of the Agreement Date, all material insurance
policies and insurance coverages maintained by the Borrower Parties and their
Subsidiaries are described on Schedule 5.1(u).

      (v)   Broker's or Finder's Commissions. Except as set forth on Schedule
5.1(v), no broker's or finder's fee or commission will be payable with respect
to the execution and delivery of this Agreement and the other Loan Documents,
and no other similar fees or commissions will be payable by the Borrower Parties
for any other services rendered to the Borrower Parties ancillary to the credit
transactions contemplated herein.

      (w)   Real Property. All real property leased by each Borrower Party and
each Subsidiary of a Borrower Party as of the Agreement Date, and the name of
the lessor of such real property, is set forth in Schedule 5.1(w)-1. The leases
of each Borrower Party and each Subsidiary of a Borrower Party, as applicable,
are valid, enforceable and in full force and effect, and have not been modified
or amended, except as otherwise set forth in Schedule 5.1(w)-1. The Borrower
Parties and their Subsidiaries, as applicable, are the sole holders of the
lessee's interests under such leases. No Borrower Party or a Subsidiary of a
Borrower Party has made any pledge, mortgage, assignment or sublease of any of
it rights under such leases except pursuant to the Loan Documents and as set
forth in Schedule 5.1(w)-1 and, there is no default or condition which, with the
passage of time or the giving of notice, or both, would constitute a material
default on the part of any party under such leases and the Borrower Parties and
their Subsidiaries, as applicable, have paid all rents and other charges due and
payable under such leases. All real property owned by each Borrower Party and
each Subsidiary of a Borrower Party as of the Agreement Date is set forth in
Schedule 5.1(w)-2. As of the Agreement Date, no Borrower Party or Subsidiary of
a Borrower Party owns, leases or uses any real property other than as set forth
on Schedule 5.1(w). Each Borrower Party and each Subsidiary of a Borrower Party,
as applicable, owns good and marketable fee simple title to all of its owned
real property, and none of its owned real property is subject to any Liens,
except Permitted Liens. No Borrower Party or Subsidiary of a Borrower Party,
owns or holds, or is obligated under or a party to, any option, right of first
refusal or any other

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contractual right to purchase, acquire, sell, assign or dispose of any real
property owned or leased by it.

      (x)   Environmental Matters.

                  (i)     Except as is described on Schedule 5.1(x) - 1, none of
      the Properties contains, in, on or under, including, without limitation,
      the soil and groundwater thereunder, any Hazardous Materials in violation
      of Environmental Laws or in amounts that could give rise to any material
      liability under Environmental Laws.

                  (ii)    Except as is described on Schedule 5.1(x) - 2, each
      Borrower Party and each Subsidiary of a Borrower Party is in compliance
      with all applicable Environmental Laws and there is no violation of any
      Environmental Law or contamination which could materially interfere with
      the continued operation of any of the Properties or impair the financial
      condition of any Borrower Party or Subsidiary of a Borrower Party.

                  (iii)   Except as is described on Schedule 5.1(x) -3, no
      Borrower Party or Subsidiary of a Borrower Party has received from any
      Governmental Authority any complaint, or notice of violation, alleged
      violation, investigation or advisory action or notice of potential
      liability regarding matters of environmental protection or permit
      compliance under applicable Environmental Laws with regard to the
      Properties, nor is any Borrower Party aware that any such notice is
      pending.

                  (iv)    Except as is described on Schedule 5.1(x) - 4,
      Hazardous Materials have not been generated, treated, stored, disposed of,
      at, on or under any of the Property in violation of any Environmental Laws
      or in a manner that could give rise to any liability under Environmental
      Laws nor have any Hazardous Materials been transported or disposed of from
      any of the Properties to any other location in violation of any
      Environmental Laws or in a manner that could give rise to liability under
      Environmental Laws. Except as disclosed on Schedule 5.1x-4 no Borrower
      Party or any Subsidiary of a Borrower Party has permitted or will permit
      any tenant or occupant of the Properties to engage in any activity that
      could impose material liability under the Environmental Laws on such
      tenant or occupant, any Borrower Party or any Subsidiary of a Borrower
      Party or any other owner of any of the Properties.

                  (v)     Except as is described on Schedule 5.1(x) - 5, no
      Borrower Party is, and no Subsidiary of a Borrower Party is, a party to
      any governmental administrative actions or judicial proceedings pending
      under any Environmental Law with respect to any of the Properties, nor are
      there any consent decrees or other decrees, consent orders, administrative
      orders or other orders, or other

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<PAGE>

      administrative or judicial requirements outstanding under any
      Environmental Law with respect to any of the Properties.

                  (vi)    Except as is described on Schedule 5.1(x) - 6, there
      has been no release or threat of release of Hazardous Materials into the
      environment at or from any of the Properties, or arising from or relating
      to the operations of the Borrower Parties or their Subsidiaries, in
      material violation of Environmental Laws or in amounts that could give
      rise to any material liability under Environmental Laws.

                  (vii)   None of the matters disclosed on Schedules 5 (x) - 1
      through 6 is reasonably likely to result in liability to the Borrower
      Parties and their Subsidiaries in excess of $7,500,000 in the aggregate.

      (y)   OSHA. All of the Borrower Parties' operations are conducted in
substantial compliance with all material and applicable rules and regulations
promulgated by the Occupational Safety and Health Administration of the United
States Department of Labor.

      (z)   Names of Borrowers. No Borrower Party or Subsidiary of a Borrower
Party has changed its name within the five (5) years preceding the Agreement
Date, nor has any Borrower Party or Subsidiary of a Borrower Party transacted
business under any other name or trade name.

      (aa)  Investment Company Act; Public Utility Holding Company Act. No
Borrower Party is required to register under the provisions of the Investment
Company Act of 1940, as amended, and neither the entering into or performance by
the Borrower Parties of this Agreement nor the issuance of any Revolving Loan
Notes violates any provision of such Act or requires any consent, approval, or
authorization of, or registration with, any governmental or public body or
authority pursuant to any of the provisions of such Act. No Borrower Party is a
"holding company" or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", as such terms are defined in the Public Utility Holding Company Act of
1935, as amended.

      (bb)  Senior Debt Status; Permitted Debt and Permitted Lien Status. The
Obligations as and when incurred shall constitute senior Indebtedness of each
Borrower Party with respect to any Indebtedness of such Borrower Party that is
subordinate to the Obligations, including, without limitation, Indebtedness of
the Parent under the Viewpoint Earnout Agreement. The Obligations as and when
incurred shall constitute permitted Indebtedness (as defined in the Indenture)
under the Senior Notes Documents, and all Liens granted to the Administrative
Agent under the Loan Documents shall constitute Permitted Liens (as defined in
the Indenture) under the Senior Notes Documents.

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<PAGE>

      (cc)  Holding Company Status. US Ben Sherman Holdco does not (x) have any
material liabilities other than intercompany Indebtedness permitted hereunder or
(y) own any material assets or engage in any material activity or business other
than its ownership of the Equity Interests of Oxford Industries (UK 1) and the
intercompany Indebtedness permitted hereunder that is owed to it.

      Section 5.2 Representations and Warranties Relating to Accounts. With
respect to all Accounts of each Borrower Party, such Borrower Party hereby
warrants and represents to the Lender Group that such Accounts are bona fide
existing payment obligations of Account Debtors created by the sale and delivery
of Inventory or the rendition of services to such Account Debtors in the
ordinary course of such Borrower Party's business.

      Section 5.3 [RESERVED]

      Section 5.4 Survival of Representations and Warranties, etc. All
representations and warranties made under this Agreement and the other Loan
Documents shall be deemed to be made, and shall be true and correct, at and as
of the Agreement Date (after giving effect to the Acquisition) and the date of
each Advance or issuance of (or amendment to) a Letter of Credit hereunder,
except to the extent previously fulfilled in accordance with the terms of this
Agreement or the other Loan Documents and to the extent subsequently
inapplicable. All representations and warranties made under this Agreement and
the other Loan Documents shall survive, and not be waived by, the execution of
this Agreement or the other Loan Documents by the Lender Group or any of them,
any investigation or inquiry by any member of the Lender Group, or the making of
any Advance or the issuance of (or amendment to) any Letter of Credit under this
Agreement.

                                   ARTICLE 6.

                                GENERAL COVENANTS

So long as any of the Obligations are outstanding and unpaid or the Borrowers
shall have the right to borrow, or have Letters of Credit issued, hereunder
(whether or not the conditions to borrowing have been or can be fulfilled), and
unless the Majority Lenders shall otherwise give their prior consent in writing:

      Section 6.1 Preservation of Existence and Similar Matters. Each Borrower
Party will, and will cause its Subsidiaries to, (i) except as expressly
permitted under Section 8.7, preserve and maintain its existence, rights,
franchises, licenses, and privileges in its jurisdiction of incorporation or
organization including, without limitation, all Necessary Authorizations, and
(ii) qualify and remain qualified and authorized to do business in each
jurisdiction in which the character of its properties or the nature of their
respective business requires such qualification or authorization except where
the failure to be so qualified would not reasonably be expected to have a
Materially Adverse Effect.

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<PAGE>

      Section 6.2 Compliance with Applicable Law. Each Borrower Party will, and
will cause its Subsidiaries to, comply, in all material respects, with the
requirements of all Applicable Law.

      Section 6.3 Maintenance of Properties. Each Borrower Party will, and will
cause its Subsidiaries to, maintain or cause to be maintained in the ordinary
course of business in good repair, working order, and condition, normal wear and
tear and disposal of obsolete equipment excepted, all properties used or useful
in its business (whether owned or held under lease), and from time to time make
or cause to be made all needed and appropriate repairs, renewals, replacements,
additions, betterments, and improvements thereto.

      Section 6.4 Accounting Methods and Financial Records. Each Borrower Party
will, and will cause its Subsidiaries to, maintain a system of accounting
established and administered in accordance with GAAP, and will keep adequate
records and books of account in which complete entries will be made in
accordance with such accounting principles consistently applied and reflecting
all transactions required to be reflected by such accounting principles.

      Section 6.5 Insurance. Each Borrower Party will, and will cause its
Subsidiaries to, maintain insurance including, but not limited to, public
liability, property insurance, comprehensive general liability, product
liability, business interruption and fidelity coverage insurance, in such
amounts and against such risks as would be customary for companies in the same
industry and of comparable size as the Borrower Parties and their Subsidiaries
from financially sound and reputable insurance companies having and maintaining
an A.M. Best rating of "A minus" or better and being in a size category of VI or
larger or otherwise acceptable to the Administrative Agent. In addition to the
foregoing, each Borrower Party further agrees to maintain and pay for insurance
upon all goods constituting Collateral wherever located, in storage or in
transit in vehicles, vessels or aircraft, including goods evidenced by
documents, covering casualty, hazard, public liability and such other risks and
in such amounts as would be customary for companies in the same industry and of
comparable size as the Borrower Parties, from responsible companies having and
maintaining an A.M. Best rating of "A minus" or better and being in a size
category of VI or larger or otherwise acceptable to the Administrative Agent to
insure the Lenders' interest in such Collateral. All such property insurance
policies of the Borrower Parties shall name the Administrative Agent as loss
payee and all liability insurance policies shall name the Administrative Agent
as additional insured. Each Borrower Party shall deliver the original
certificates of insurance evidencing that the required insurance is in force
together with satisfactory lender's loss payable and additional insured, as
applicable, endorsements. Each policy of insurance or endorsement shall contain
a clause requiring the insurer to give not less than thirty (30) days' prior
written notice to the Administrative Agent in the event of cancellation or
modification of the policy for any reason whatsoever and a clause that the
interest of the Administrative Agent shall not be impaired or invalidated by any
act or

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<PAGE>

neglect of any Borrower Party or owner of the Collateral nor by the occupation
of the premises for purposes more hazardous than are permitted by said policy.
If any Borrower Party fails to provide and pay for such insurance, the
Administrative Agent may, at the Borrowers' expense, procure the same, but shall
not be required to do so. Each Borrower Party agrees to deliver to the
Administrative Agent, promptly as rendered, true copies of all reports made in
any reporting forms to insurance companies.

      Section 6.6 Payment of Taxes and Claims. Each Borrower Party will, and
will cause its Subsidiaries to, pay and discharge all taxes, assessments, and
governmental charges or levies imposed upon it or its income or profit or upon
any properties belonging to it prior to the date on which penalties attach
thereto, and all lawful claims for labor, materials and supplies which have
become due and payable and which by law have or may become a Lien upon any of
its Property; except that, no such tax, assessment, charge, levy, or claim need
be paid which is being contested in good faith by appropriate proceedings and
for which adequate reserves shall have been set aside on the appropriate books,
but only so long as such tax, assessment, charge, levy, or claim does not become
a Lien or charge other than a Permitted Lien and no foreclosure, distraint,
sale, or similar proceedings shall have been commenced and remain unstayed for a
period thirty (30) days after such commencement. Each Borrower Party shall, and
shall cause its Subsidiaries to, timely file all information returns required by
federal, state, or local tax authorities.

      Section 6.7 Visits and Inspections. Each Borrower Party will, and will
cause its Subsidiaries to, permit representatives of the Administrative Agent to
(a) visit and inspect the properties of the Borrower Parties and their
Subsidiaries, as applicable, during normal business hours, (b) inspect and make
extracts from and copies of the Borrower Parties' and such Subsidiaries' books
and records, as applicable, and (c) discuss with the Borrower Parties' and such
Subsidiaries' respective principal officers, as applicable, the Borrower
Parties' or such Subsidiaries' businesses, assets, liabilities, financial
positions, results of operations, and business prospects relating to the
Borrower Parties or such Subsidiaries, as applicable. Any other member of the
Lender Group may, at its expense, accompany the Administrative Agent on any
regularly scheduled visit (or during the continuance of a Default any visit
regardless of whether it is regularly scheduled) to the Borrower Parties' and
their Subsidiaries' properties.

      Section 6.8 Conduct of Business. Each Borrower Party shall, and shall
cause its Subsidiaries to, continue to engage in business of the same general
type as now conducted by it.

      Section 6.9 ERISA. Each Borrower Party shall at all times make, or cause
to be made, prompt payment of contributions required to meet the minimum funding
standards set forth in Section 302 of ERISA and Section 412 of the Code with
respect to each Borrower Party's and its ERISA Affiliates' Plans that are
subject to such funding requirements; furnish to the Administrative Agent,
promptly upon the Administrative

                                       79
<PAGE>

Agent's request therefor, copies of any annual report required to be filed
pursuant to ERISA in connection with each such Plan of each Borrower Party and
its ERISA Affiliates; notify the Administrative Agent as soon as practicable of
any Reportable Event and of any additional act or condition arising in
connection with any such Plan which a Borrower Party believes might constitute
grounds for the termination thereof by the PBGC or for the appointment by the
appropriate United States District Court of a trustee to administer such Plan;
and furnish to the Administrative Agent, promptly upon the Administrative
Agent's request therefor, such additional information concerning any such Plan
as may be reasonably requested by the Administrative Agent.

      Section 6.10 Lien Perfection. Each Borrower Party agrees to take such
action as may be required to perfect or continue the perfection of the
Administrative Agent's (on behalf of, and for the benefit of, the Lender Group)
security interest in the Collateral. Each Borrower Party hereby authorizes the
Administrative Agent to file any such financing statement on such Borrower
Party's behalf describing the Collateral as "all assets of the debtor" or "all
personal property of the debtor."

      Section 6.11 Location of Collateral. All Collateral, other than Inventory
in transit and Inventory sold in the ordinary course of business, will at all
times be kept by the Borrower Parties at one or more of the business locations
of the Borrower Parties set forth in Schedule 6.11. The Inventory shall not,
without the prior written approval of the Administrative Agent, be moved from
the locations set forth on Schedule 6.11 except as permitted in the immediately
preceding sentence and prior to an Event of Default, (i) sales or other
dispositions of assets permitted pursuant to Section 8.7 and (ii) the storage of
Inventory at locations within the continental United States other than those
specified in the first sentence of this Section 6.11 if (A) the applicable
Borrower Party gives the Administrative Agent written notice of the new storage
location at least thirty (30) days prior to storing Inventory at such location,
(B) the Lenders' security interest in such Inventory is and continues to be a
duly perfected, first priority Lien thereon, (C) neither any Borrower Party's
nor the Administrative Agent's right of entry upon the premises where such
Inventory is stored or its right to remove the Inventory therefrom, is in any
way restricted, (D) the owner of such premises, and any bailee, warehouseman or
similar party that will be in possession of such Inventory, shall have executed
and delivered to the Administrative Agent an agreement, in form and substance
acceptable to the Administrative Agent, waiving any landlord's, bailee's,
warehouseman's or other Lien in respect of the Inventory for unpaid rent or
storage charges, and (E) all negotiable documents and receipts in respect of any
Collateral maintained at such premises are promptly delivered to the
Administrative Agent and any non-negotiable documents and receipts in respect of
any Collateral maintained at such premises are issued to the Administrative
Agent and promptly delivered to the Administrative Agent.

      Section 6.12 Protection of Collateral. All insurance expenses and expenses
of protecting, storing, warehousing, insuring, handling, maintaining and
shipping the Collateral (including, without limitation, all rent payable by any
Borrower Party to any

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<PAGE>

landlord of any premises where any of the Collateral may be located), and any
and all excise, property, sales, and use taxes imposed by any state, federal, or
local authority on any of the Collateral or in respect of the sale thereof,
shall be borne and paid by the Borrower Parties. If the Borrower Parties fail to
promptly pay any portion thereof when due, the Lenders may, at their option, but
shall not be required to, make a Base Rate Advance for such purpose and pay the
same directly to the appropriate Person. The Borrowers agree to reimburse the
Lenders promptly therefor with interest accruing thereon daily at the Default
Rate provided in this Agreement. All sums so paid or incurred by the Lenders for
any of the foregoing and all reasonable costs and expenses (including attorneys'
fees, legal expenses, and court costs) which the Lenders may incur in enforcing
or protecting the Lien on or rights and interest in the Collateral or any of its
rights or remedies under this or any other agreement between the parties hereto
or in respect of any of the transactions to be had hereunder until paid by the
Borrowers to the Lenders with interest at the Default Rate, shall be considered
Obligations owing by the Borrowers to the Lenders hereunder. Such Obligations
shall be secured by all Collateral and by any and all other collateral,
security, assets, reserves, or funds of the Borrowers in or coming into the
hands or inuring to the benefit of the Lenders. Neither the Administrative Agent
nor the Lenders shall be liable or responsible in any way for the safekeeping of
any of the Collateral or for any loss or damage thereto (except for reasonable
care in the custody thereof while any Collateral is in the Lenders' actual
possession) or for any diminution in the value thereof, or for any act or
default of any warehouseman, carrier, forwarding agency, or other person
whomsoever, but the same shall be at the Borrower Parties' sole risk.

      Section 6.13 Assignments and Records of Accounts. If so requested by the
Administrative Agent following an Event of Default, each Borrower Party shall
execute and deliver to the Administrative Agent, for the benefit of the Lender
Group, formal written assignments of all of the Accounts daily, which shall
include all Accounts that have been created since the date of the last
assignment, together with copies of invoices or invoice registers related
thereto. Each Borrower Party shall keep accurate and complete records of the
Accounts and all payments and collections thereon.

      Section 6.14 Administration of Accounts.

      (a)   The Administrative Agent retains the right after the occurrence and
during the continuance of an Event of Default to notify the Account Debtors that
the Accounts have been assigned to the Administrative Agent, for the benefit of
the Lender Group, and to collect the Accounts directly in its own name and to
charge the collection costs and expenses, including attorneys' fees, to the
Borrowers. The Administrative Agent has no duty to protect, insure, collect or
realize upon the Accounts or preserve rights in them. Each Borrower Party
irrevocably makes, constitutes and appoints the Administrative Agent as such
Borrower Party's true and lawful attorney and agent-in-fact to endorse such
Borrower Party's name on any checks, notes, drafts or other payments relating
to, the Accounts which come into the Administrative Agent's possession or under
the

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Administrative Agent's control as a result of its taking any of the foregoing
actions. Additionally, the Administrative Agent, for the benefit of the Lender
Group, shall have the right to collect and settle or adjust all disputes and
claims directly with the Account Debtor and to compromise the amount or extend
the time for payment of the Accounts upon such terms and conditions as the
Administrative Agent may deem advisable, and to charge the deficiencies,
reasonable costs and expenses thereof, including attorney's fees, to the
Borrowers.

      (b)   If an Account includes a charge for any tax payable to any
governmental taxing authority, the Administrative Agent on behalf of the Lenders
is authorized, in its sole discretion, to pay the amount thereof to the proper
taxing authority for the account of the applicable Borrower Party and to make a
Base Rate Advance to the Borrowers to pay therefor. The Borrower Parties shall
notify the Administrative Agent if any Account includes any tax due to any
governmental taxing authority and, in the absence of such notice, the
Administrative Agent shall have the right to retain the full proceeds of the
Account and shall not be liable for any taxes to any governmental taxing
authority that may be due by any Borrower Party by reason of the sale and
delivery creating the Account.

      (c)   Whether or not a Default has occurred, any of the Administrative
Agent's officers, employees or agents shall have the right, at any time or times
hereafter, in the name of the Lenders, or any designee of the Lenders or the
Borrower Parties, to verify the validity, amount or other matter relating to any
Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall
cooperate fully with the Administrative Agent and the Lenders in an effort to
facilitate and promptly conclude any such verification process.

      Section 6.15 Account Control Agreements; Securities Account Control
Agreements. As of the Agreement Date, all bank accounts and securities accounts
of the Borrower Parties are listed on Schedule 6.15 and such Schedule designates
which such accounts are deposit accounts. No Borrower Party shall open or
maintain any deposit account or securities account other than Excluded Deposit
Accounts unless the depository bank for such account or the securities
intermediary for such securities account, as applicable, shall have entered into
an Account Control Agreement or a Securities Account Control Agreement, as
applicable. With respect to Blocked Account Agreements (as defined in the
Existing Credit Agreement) in existence on the Agreement Date, the Borrower
Parties may amend, restate, modify or supplement such Blocked Account
Agreements, but only if such agreements are substantially in the form of Exhibit
A attached hereto or in form and substance satisfactory to the Administrative
Agent in its sole discretion.

      Section 6.16 Further Assurances. Each Borrower Party will promptly cure,
or cause to be cured, defects in the creation and issuance of any Revolving Loan
Notes and the execution and delivery of the Loan Documents (including this
Agreement), resulting from any act or failure to act by any Borrower Party or
any employee or officer thereof.

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Each Borrower Party at its expense will promptly execute and deliver to the
Administrative Agent and the Lenders, or cause to be executed and delivered to
the Administrative Agent and the Lenders, all such other and further documents,
agreements, and instruments in compliance with or accomplishment of the
covenants and agreements of the Borrower Parties in the Loan Documents,
including this Agreement, or to correct any omissions in the Loan Documents, or
more fully to state the obligations set out herein or in any of the Loan
Documents, or to obtain any consents, all as may be necessary or appropriate in
connection therewith as may be reasonably requested.

      Section 6.17 Broker's Claims. Each Borrower Party hereby indemnifies and
agrees to hold the Administrative Agent and each of the Lenders harmless from
and against any and all losses, liabilities, damages, costs and expenses which
may be suffered or incurred by the Administrative Agent and each of the Lenders
in respect of any claim, suit, action or cause of action now or hereafter
asserted by a broker or any Person acting in a similar capacity arising from or
in connection with the execution and delivery of this Agreement or any other
Loan Document or the consummation of the transactions contemplated herein or
therein.

      Section 6.18 Indemnity. Each Borrower Party shall indemnify each member of
the Lender Group, each Affiliate thereof and each of their respective employees,
representatives, officers and directors (each an "Indemnified Person") against,
and hold each Indemnified Person harmless from any and all Losses, and shall
indemnify and hold harmless each Indemnified Person from all fees and time
charges and disbursements for attorneys who may be employees of any Indemnified
Person, incurred by any Indemnified Person or asserted against any Indemnified
Person by any third party or by any Borrower Party arising out of, in connection
with, or as a result of: (i) the execution or delivery of this Agreement, any
other Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations
hereunder or thereunder or the consummation of the transactions contemplated
hereby or thereby, (ii) any Loan, Letter of Credit or the use or proposed use of
the proceeds therefrom (including any refusal by the Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), or (iii) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory, whether brought by a third party or by any Borrower Party,
and regardless of whether any Indemnified Person is a party thereto; provided
that such indemnity shall not, as to any Indemnified Person, be available to the
extent that such Losses are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted (x) from the gross negligence
or willful misconduct of such Indemnified Party or (y) from a claim brought by a
Borrower Party against an Indemnified Person for breach in bad faith of such
Indemnified Person's obligations hereunder or under any other Loan Document. NO
INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN
DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD

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PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS
DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN
EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY
OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. In addition, no
Indemnified Person shall be liable for any damages arising from the use by
unauthorized recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission systems
that are improperly intercepted (without the consent of, or as a result of the
gross negligence or willful misconduct of, such Indemnified Person) by such
unauthorized recipients in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby. This Section 6.18
shall survive termination of this Agreement.

      Section 6.19 Environmental Matters.

      (a)   Each Borrower Party shall, and shall cause its Subsidiaries to,
comply in all material respects with the Environmental Laws and shall notify the
Administrative Agent within thirty (30) days in the event of any discharge or
discovery of any Hazardous Materials at, upon, under or within the Properties in
amounts that require remediation. Each Borrower Party shall forward to the
Administrative Agent copies of all documents alleging a violation of
Environmental Laws, all responses thereto and all documents submitted to
environmental agencies relative to remediation of Hazardous Materials on the
Properties, in each case, within thirty (30) days of receipt, delivery or
submission (as the case may be) of the same.

      (b)   Promptly upon the written request of the Administrative Agent from
time to time, the Borrower Parties shall provide the Administrative Agent with
an environmental site assessment or environmental audit report prepared by an
environmental engineering firm acceptable to the Administrative Agent, to assess
with a reasonable degree of certainty the presence or absence of any Hazardous
Materials and the potential costs in connection with abatement, cleanup or
removal of any Hazardous Materials found on, under, at or within the Properties.
Such assessment or report shall be at Borrower Parties' expense if, in the
reasonable judgment of the Administrative Agent, there is reason to believe that
a violation of Environmental Laws has occurred.

      (c)   Each Borrower Party shall at all times indemnify and hold harmless
the Lender Group against and from any and all claims, suits, actions, debts,
damages, costs, losses, obligations, judgments, charges, and expenses, or any
nature whatsoever under or on account of the Environmental Laws including the
assertion of any lien thereunder, with respect to:

                  (i)     any discharge of Hazardous Materials, the threat of a
      discharge of any Hazardous Materials or the presence of any Hazardous
      Materials

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      affecting the Properties whether or not the same originates or emanates
      from the Properties or any contiguous real estate including any loss of
      value of the Properties as a result of any of the foregoing;

                  (ii)    any costs of removal or remedial action incurred by
      the United States Government or any costs incurred by any other person or
      damages from injury to, destruction of, or loss of natural resources,
      including reasonable costs of assessing such injury, destruction or loss
      incurred pursuant to any Environmental Laws;

                  (iii)   liability for personal injury or property damage
      arising under any statutory or common law tort theory (including without
      limitation damages assessed) for the maintenance of a public or private
      nuisance or for the carrying on of an abnormally dangerous activity at or
      caused by any Borrower Party or Subsidiary of a Borrower Party near the
      Properties; and/or

                  (iv)    any other environmental matter affecting the
      Properties within the jurisdiction of the Environmental Protection Agency,
      any other federal agency, or any state or local environmental agency.

      (d)   In the event of any discharge or discovery of any Hazardous
Materials at, upon, under or within the Properties in amounts that require
remediation, if the applicable Borrower Party or Subsidiary fails to begin the
remediation within thirty (30) days after notice to the Administrative Agent,
the Administrative Agent may at its election, but without the obligation to do
so, give such notices and/or cause such work to be performed at the Properties
and/or take any and all other actions as the Administrative Agent shall deem
necessary or advisable in order to abate the discharge of such Hazardous
Material, remove such Hazardous Material or cure such Borrower Party's or
Subsidiary's noncompliance.

      (e)   All of the representations, warranties, covenants and indemnities of
this Section 6.19 shall survive the termination of this Agreement, the repayment
of the Obligations and/or the release of the liens of the Mortgages from the
Properties that are subject to any Mortgage and shall survive the transfer of
any or all right, title and interest in and to the Properties by the Borrower
Parties or any Subsidiary to any party, whether or not affiliated with the
Borrower Parties.

      Section 6.20 Key Man Life Insurance. Until the later of June 13, 2007 and
the date all obligations of the Parent under the Viewpoint Earnout Agreement
have been satisfied, the Borrowers shall timely pay all required premiums in
respect of, and shall otherwise take all actions as may be required on their
parts in order to maintain in full force and effect, key-man life insurance
policies on the lives of S. Anthony Margolis and Lucio Dalla Gasperina, each in
an aggregate face amount of not less than the face amount of such policy as in
effect on December 31, 2002, and, in the event that any such policy is not
renewed or is cancelled at the option of the insurer for any reason other than
failure

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on the part of the Borrowers to pay the required premiums or to take any other
action required to maintain such policy in full force and effect, the Borrowers
shall use commercially reasonable efforts to replace such policy in an aggregate
face amount of not less than the face amount of such policy as in existence on
December 31, 2002; and all such key-man life insurance policies shall be
assigned to the Administrative Agent, for the benefit of the Lender Group, as
Collateral pursuant to the Assignment of Life Insurance Policy.

      Section 6.21 Formation of Subsidiaries. At the time of the formation of
any direct or indirect Subsidiary of any Borrower or the acquisition of any
direct or indirect Subsidiary of any Borrower after the Agreement Date which is
permitted under this Agreement Party, the Borrower Parties, as appropriate,
shall (a) cause such new Domestic Subsidiary to provide to the Administrative
Agent, for the benefit of the Lender Group, a joinder and supplement to this
Agreement substantially in the form of Exhibit M attached hereto (each a
"Guaranty Supplement"), pursuant to which such new Domestic Subsidiary shall
agree to join as a Guarantor of the Obligations under Article 3, a supplement to
the Security Agreement, and such other security documents (including, without
limitation, Mortgages with respect to any real estate owned by such Subsidiary),
together with appropriate Uniform Commercial Code financing statements, all in
form and substance reasonably satisfactory to the Administrative Agent, (b)
provide to the Administrative Agent, for the benefit of the Lender Group, a
pledge agreement and appropriate certificates and powers or Uniform Commercial
Code financing statements, pledging all direct or beneficial ownership interest
in such new Subsidiary (regardless of whether owned by a Borrower Party or a
Subsidiary of a Borrower Party or a minority shareholder), in form and substance
reasonably satisfactory to the Administrative Agent; provided, however, that
with respect to any new Foreign Subsidiary (including US Ben Sherman Holdco),
such pledge shall be limited to sixty-five percent (65%) of the Equity Interests
of such Subsidiary, and (c) provide to the Administrative Agent, for the benefit
of the Lender Group, all other documentation, including one or more opinions of
counsel satisfactory to the Administrative Agent, which in its reasonable
opinion is appropriate with respect to such formation and the execution and
delivery of the applicable documentation referred to above. Any document,
agreement or instrument executed or issued pursuant to this Section 6.21 shall
be a "Loan Document" for purposes of this Agreement.

      Section 6.22 License Agreements. As of the Agreement Date, all License
Agreements of the Borrower Parties are listed on Schedule 6.22. Upon entering
into any other License Agreements, the applicable Borrower Party shall deliver
to the Administrative Agent a Licensor Consent Agreement.

      Section 6.23 In-Transit Inventory. All In-Transit Inventory of each
Borrower Party (other than In-Transit Inventory not in excess of $6,000,000 in
the aggregate at any one time) shall be the subject of a bill of lading or a
cargo receipt that (A)(x) in the case of a negotiable bill of lading or
negotiable cargo receipt, is consigned to the

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Administrative Agent and/or the Issuing Bank (either directly or by means of
endorsement) or (y) in the case of a non-negotiable bill of lading or
non-negotiable cargo receipt, is consigned to the Administrative Agent and/or
the Issuing Bank (either directly or by means of endorsements) or to a Borrower
Party if such bill of lading or cargo receipt shall state "[Name of applicable
Borrower Party], subject to the security interest of SunTrust Bank, as agent,
303 Peachtree Street, N.E., Atlanta, Georgia 30308" thereon, (B) was issued by
the carrier respecting the subject In-Transit Inventory, and (C) is in the
physical possession of an Approved Freight Handler or, if applicable, an Issuing
Bank. Upon the request of the Administrative Agent, the Borrower Parties shall
promptly deliver to the Administrative Agent copies of all such bills of lading
or cargo receipts.

      Section 6.24 Holding Company Dividends. In the event the Target or any of
its Foreign Subsidiaries pays any Dividend to US Ben Sherman Holdco, the Parent
shall cause US Ben Sherman Holdco to distribute immediately the amount of such
Dividend to the Parent.

                                   ARTICLE 7.

                              INFORMATION COVENANTS

So long as any of the Obligations are outstanding and unpaid or the Borrowers
have a right to borrow, or have Letters of Credit issued, hereunder (whether or
not the conditions to borrowing have been or can be fulfilled) and unless the
Majority Lenders shall otherwise give their prior consent in writing, the
Administrative Borrower will furnish or cause to be furnished to each member of
the Lender Group at their respective offices the following items; provided,
however, that the Administrative Borrower, at its option, may deliver such items
described in Sections 7.1, 7.2, 7.3, 7.5(c) and 7.6(h) to the Administrative
Agent with instructions to post such items on "IntraLinks" or any similar
website for viewing by the Lenders or to send such items to the Lenders via
electronic mail and the Administrative Agent shall so post such items within a
reasonable period of time after delivery thereby by the Administrative Borrower
to it and such posting or sending via electronic mail shall constitute delivery
of such items to the Lenders:

      Section 7.1 Quarterly Financial Statements and Information. Within
forty-five (45) days after the last day of each fiscal quarter in each fiscal
year of the Parent (or, with respect to the last fiscal quarter in each fiscal
year of the Parent, within ninety (90) days after the last day thereof), the
balance sheet of the Parent as at the end of such fiscal quarter, and the
related statement of income and retained earnings and related statement of cash
flows for such fiscal quarter and for the fiscal year-to-date period ended with
the last day of such fiscal quarter which financial statements shall, (a) set
forth in comparative form the figures for the applicable period set forth in the
projections provided by the Borrower Parties pursuant to Section 4.1, as amended
or superseded by projections delivered pursuant to Section 7.5(c), as modified
by amendments to such projections delivered pursuant to Section 7.6(e), and (b)
set forth in comparative form

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such figures as at the end of such quarter during the previous fiscal year and
for such quarter during the previous fiscal year, all of which shall be on a
consolidated basis. In addition, the Administrative Borrower shall deliver such
financial statements with respect to the Target and its Subsidiaries as a group,
Viewpoint and its Subsidiaries as a group and the Parent and its Subsidiaries
(other than the Target and its Subsidiaries and Viewpoint and its Subsidiaries)
as a group, together with a statement of eliminating entries between such
groups. All such financial statements delivered under this Section 7.1 shall be
certified by an Authorized Signatory of the Parent to be, in his or her opinion,
complete and correct in all material respects and, with respect to the financial
statements of the Parent and its Subsidiaries on a consolidated basis, to
present fairly in accordance with GAAP the financial position of the Parent and
its Subsidiaries, as at the end of such period and the results of operations for
such period, and for the elapsed portion of the year ended with the last day of
such period, subject only to normal year-end adjustments.

      Section 7.2 Annual Financial Statements and Information; Certificate of No
Default. Within ninety (90) days after the end of each fiscal year of the
Parent, the audited balance sheet of the Parent as at the end of such year and
the related audited statements of income and retained earnings and related
audited statements of cash flows for such year, all of which shall be on a
consolidated basis with the other Borrower Parties, which financial statements
shall, set forth in comparative form such figures as at the end of and for the
previous year, and shall be accompanied by an opinion of independent certified
public accountants of recognized standing satisfactory to the Administrative
Agent, stating that following an examination thereof in accordance with
generally accepted auditing standards such financial statements are unqualified
and prepared in all material respects in accordance with GAAP, together with a
statement of such accountants of the Parent certifying that no Default under
Sections 8.8, 8.9, 8.10, 8.11, 8.12 and 8.13 was detected during the examination
of the Borrower Parties.

      Section 7.3 Performance Certificates. At the time the financial statements
are furnished pursuant to Section 7.1 and Section 7.2, a certificate of an
Authorized Signatory of the Parent in the form of Exhibit N:

      (a)   Setting forth as at the end of such quarter or year, as the case may
be, the arithmetical calculations required to establish whether or not the
Borrower Parties were in compliance with the requirements of Sections 8.8, 8.9,
8.10 and 8.11 and, with respect to each fiscal year end, 8.12 and 8.13; and

      (b)   Stating that, to the best of his or her knowledge, no Default has
occurred as at the end of such quarter or year, as the case may be, or, if a
Default has occurred, disclosing each such Default and its nature, when it
occurred and whether it is continuing.

      Section 7.4 Access to Accountants. The Administrative Borrower hereby
authorizes the Administrative Agent to communicate (and at the direction of the
Majority Lenders the Administrative Agent shall initiate such communication)
directly with the Borrower Parties' and their Subsidiaries' independent public
accountants and authorizes

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these accountants to disclose to the Administrative Agent any and all financial
statements and other supporting financial data, including matters relating to
the annual audit and copies of any arrangement letter with respect to its
business, financial condition and other affairs. On or before the Agreement
Date, the Administrative Borrower, on behalf of all of the Borrower Parties and
their Subsidiaries, shall deliver to their independent public accountants a
letter authorizing them to comply with the provisions of this Section 7.4.

      Section 7.5 Additional Reports.

      (a)   Promptly upon the request by the Administrative Agent, the
Administrative Borrower shall deliver to the Administrative Agent and to any
Lender requesting the same, in form acceptable to the Administrative Agent,
deposit account and securities account statements, reports of sales and
collections, and debit and credit adjustments, a summary of aged Accounts (or at
the reasonable request of the Administrative Agent, detailed aged trial balance
of all Accounts of the Borrowers existing as of the last day of the preceding
fiscal month or such other date reasonably required by the Administrative Agent,
specifying the names, and face value for each Account Debtor obligated on an
Account so listed).

      (b)   Promptly upon receipt thereof, the Administrative Borrower shall
deliver to the Administrative Agent and the Lenders copies of all final reports,
if any, submitted to any Borrower Party or any Subsidiary of a Borrower Party by
its independent public accountants in connection with any annual or interim
audit of the Borrower Parties, or their Subsidiaries or any of them, including,
without limitation, any final management report, as applicable, prepared in
connection with the annual audit referred to in Section 7.2;

      (c)   On or before the date thirty (30) days following the commencement of
each fiscal year, the Administrative Borrower shall deliver to the
Administrative Agent and the Lenders the annual budget for the Borrower Parties
and their Subsidiaries approved by the chief financial officer or treasurer of
the Parent, including forecasts of the income statement, the balance sheet and a
cash flow statement for such fiscal year on a month by month basis;

      (d)   To the extent not covered elsewhere in this Article 7, promptly
after the sending thereof, the Borrower Parties shall, and shall cause their
Subsidiaries to, deliver to the Administrative Agent and the Lenders copies of
all financial statements, reports and other information which any Borrower Party
or any Subsidiary, as applicable, sends to any holder of its Indebtedness
(including the Senior Notes Debt) or its securities or which any Borrower Party
or any Subsidiary files with the Securities and Exchange Commission or any
national securities exchange;

      (e)   If there is a material change in GAAP after May 30, 2003 that
affects the presentation of the financial statements referred to in Sections 7.1
and 7.2, then, in addition to delivery of such financial statements, and on the
date such financial

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statements are required to be delivered, the Administrative Borrower shall
furnish the adjustments and reconciliations necessary to enable the Borrowers
and each Lender to determine compliance with each of the covenants set forth in
Sections 8.8, 8.9, 8.10, 8.11, 8.12 and 8.13, all of which shall be determined
in accordance with GAAP consistently applied;

      (f)   At any time that a Default exists and on and after any date of
request by the Administrative Agent in its reasonable discretion, the
Administrative Borrower shall provide to the Administrative Agent notice of the
termination of any lease of real property where Inventory is located promptly
upon termination of such lease; and

      (g)   From time to time and promptly upon each request the Borrower
Parties shall, and shall cause their Subsidiaries to, deliver to the
Administrative Agent on behalf of the Lenders such data, certificates, reports,
statements, opinions of counsel, documents, or further information regarding the
business, assets, liabilities, financial position, projections, results of
operations, or business prospects of each of the Borrower Parties, or such
Subsidiaries, or any of them, as the Administrative Agent may reasonably
request.

      Section 7.6 Notice of Litigation and Other Matters.

      (a)   Within five (5) Business Days of any Borrower Party's obtaining
knowledge of the institution of, or a written threat of, any action, suit,
governmental investigation or arbitration proceeding against any Borrower Party
or a Subsidiary of a Borrower Party, any Property, which action, suit,
governmental investigation or arbitration proceeding, if adversely determined,
would expose, in such Borrower Party's or such Subsidiary's reasonable judgment,
as applicable, any Borrower Party or such Subsidiary, as applicable, to
liability in an aggregate amount in excess of $7,500,000, the Administrative
Borrower shall notify the Lender Group of the occurrence thereof, and the
Administrative Borrower shall provide such additional information with respect
to such matters as the Lender Group may reasonably request.

      (b)   Promptly upon the occurrence of any default (whether or not any
Borrower Party or any Subsidiary of a Borrower Party, as applicable, has
received notice thereof from any other Person) on Indebtedness of any Borrower
Party or any Subsidiary, as applicable, which singly, or in the aggregate exceed
$7,500,000, the Administrative Borrower shall notify the Administrative Agent
and the Lenders of the occurrence thereof;

      (c)   Promptly upon any Borrower Party's receipt of notice or the pendency
of any proceeding for the condemnation or other taking of any real property of
any Borrower Party constituting Collateral, the Administrative Borrower shall
notify the Administrative Agent and the Lenders of the occurrence thereof;

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      (d)   Promptly upon any Borrower Party's receipt of notice of any event
that could reasonably be likely to result in a Materially Adverse Effect, the
Administrative Borrower shall notify the Administrative Agent and the Lenders of
the occurrence thereof;

      (e)   Promptly following any material amendment or change to the budget
submitted to the Administrative Agent and the Lenders pursuant to Section 7.5(c)
hereof, the Administrative Borrower shall notify the Administrative Agent and
the Lenders of the occurrence thereof;

      (f)   Immediately following any (i) Default under any Loan Document,
default by any Borrower Party under the Senior Notes Documents, or default by
the Target or any of its Subsidiaries under the UK Credit Facility, or (ii)
default under any other agreement (other than those referenced in clause (i) of
this Section 7.6(f) above) to which any Borrower Party or a Subsidiary of a
Borrower Party, as applicable, is a party or by which any Borrower Party's or
any such Subsidiary's properties is bound which could reasonably be expected to
have a Materially Adverse Effect, then the Administrative Borrower shall notify
the Administrative Agent and the Lenders of the occurrence thereof giving in
each case the details thereof and specifying the action proposed to be taken
with respect thereto;

      (g)   Promptly but in any event within ten (10) Business Days following
the occurrence of any Reportable Event or a non-exempt "prohibited transaction"
(as such term is defined in Section 406 of ERISA or Section 4975 of the Code)
which would subject any Borrower Party to any material penalty or tax on
"prohibited transactions" imposed by Section 502 of ERISA or Section 4975 of the
Code with respect to any Plan of any Borrower Party or any of its ERISA
Affiliates that is subject to Title IV of ERISA or the institution or threatened
institution by the PBGC of proceedings under ERISA to terminate or to partially
terminate any such Plan or the commencement of any litigation regarding any such
Plan, or the failure by any Borrower Party to make any required contribution to
any such Plan, the Administrative Borrower shall notify the Administrative Agent
and the Lenders of the occurrence thereof provided such occurrence, proceeding,
litigation, or failure exposes such Borrower Party or ERISA Affiliate to
liability in an aggregate amount in excess of $7,500,000.

      (h)   The Administrative Borrower shall deliver updates or supplements to
the following schedules (i) within forty-five days after the end of the end of
each fiscal year (other than the 2004 fiscal year), as of the last day of such
fiscal year: Schedule 5.1(c)-1, Schedule 5.1(c)-2, Schedule 5.1(d), Schedule
5.1(h), Schedule 5.1(m), Schedule 5.1(o) (provided that the update to Schedule
5.1(o) shall not be limited to the knowledge of the Borrower Parties), Schedule
5.1(w)-1, and Schedule 5.1(w)-2, and (ii) within forty-five days after the end
of the end of each of the first and third fiscal quarters of each fiscal year
(other than the first fiscal quarter of the 2005 fiscal year), as of the last
day of such fiscal quarter): Schedule 6.11, Schedule 6.15 and Schedule 6.22, in
each case, as may be

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required to render correct the representations and warranties contained in the
applicable sections to which such schedules relate as of the last day of such
fiscal quarter without giving effect to any references therein to the "Agreement
Date" in each case, appropriately marked to show the changes made therein;
provided that no such supplement to any such Schedules or representation shall
be deemed a waiver of any Default resulting from the matters disclosed therein,
except as consented to by the Majority Lenders in writing.

                                   ARTICLE 8.

                               NEGATIVE COVENANTS

So long as any of the Obligations are outstanding and unpaid or the Borrowers
have a right to borrow, or have Letters of Credit issued, hereunder (whether or
not the conditions to borrowing have been or can be fulfilled) and unless the
Majority Lenders shall otherwise give their prior consent in writing:

      Section 8.1 Indebtedness. No Borrower Party will, or will permit any of
its Subsidiaries to, create, assume, incur, or otherwise become or remain
obligated in respect of, or permit to be outstanding, any Indebtedness except:

      (a)   Indebtedness under this Agreement and the other Loan Documents;

      (b)   (i) The Senior Notes Debt in a principal amount not to exceed
$200,000,000; and (ii) other unsecured Indebtedness under the Senior Notes
incurred after the Agreement Date pursuant to the Indenture in a principal
amount not to exceed $75,000,000 and maturing no earlier than six (6) months
following the Maturity Date, provided, that after giving effect to the
incurrence of such Senior Notes Debt and the application of the proceeds
thereof, (A) the Total Debt to EBITDA Ratio for the four (4) fiscal quarters of
the Parent ending as of the last day of the fiscal quarter immediately preceding
the date of the incurrence thereof (and with respect to which the quarterly
financial statements referred to in Section 7.1 have been delivered to the
Administrative Agent) would have been at least 0.25 to 1.00 below the covenant
level of the Total Debt to EBITDA Ratio applicable during such period under
Section 8.8; (B) the Total Senior Debt to EBITDA Ratio for the four (4) fiscal
quarters of the Parent ending as of the last day of the fiscal quarter
immediately preceding the date of the incurrence thereof (and with respect to
which the quarterly financial statements referred to in Section 7.1 have been
delivered to the Administrative Agent) would have been at least 0.25 to 1.00
below the covenant level of the Total Senior Debt to EBITDA Ratio applicable
during such period under Section 8.9, (C) the Borrower Parties are in compliance
with the financial covenants set forth in Sections 8.10 through and including
8.12; and (D) no Default or Event of Default has occurred and is continuing or
would be caused thereby;

                                       92
<PAGE>

      (c)   Indebtedness of the Parent to the Viewpoint Sellers under the
Viewpoint Earnout Agreement, subordinated to the Obligations pursuant to the
Viewpoint Earnout Subordination Agreement;

      (d)   Indebtedness of the Borrowers or any Subsidiary of the Borrowers
that is unsecured or secured by Permitted Liens described in clause (f) of the
definition of Permitted Liens set forth in Article 1 hereof (including without
limitation Capitalized Lease Obligations), collectively, not to exceed the
aggregate principal amount of $15,000,000 at any time;

      (e)   Guaranties permitted by Section 8.2;

      (f)   Obligations under Hedge Agreements not entered into for speculative
purposes and not exceeding the aggregate notional amounts of $75,000,000 with
respect thereto;

      (g)   Unsecured Indebtedness of a Borrower Party owed to another Borrower
Party;

      (h)   (i) Unsecured Indebtedness in an aggregate amount not to exceed
$15,000,000 at any time outstanding of the Foreign Subsidiaries owed to the
Borrower Parties or US Ben Sherman Holdco and consisting of "due to/due from"
transactions (other than trade accounts payable on customary terms and
conditions in the ordinary course that are excluded from the definition of
"Indebtedness" pursuant to clause (a) thereof) arising in the ordinary course of
business and other unsecured Indebtedness incurred in the ordinary course of
business, and (ii) unsecured Indebtedness in an aggregate amount not to exceed
$15,000,000 at any time outstanding of the Borrower Parties owed to the Foreign
Subsidiaries and consisting of "due to/due from" transactions arising in the
ordinary course of business (other than trade accounts payable on customary
terms and conditions in the ordinary course that are excluded from the
definition of "Indebtedness" pursuant to clause (a) thereof);

      (i)   [RESERVED.]

      (j)   Secured Indebtedness incurred by the Target or its Subsidiaries to
the Royal Bank of Scotland pursuant to the UK Credit Facility in an amount not
to exceed 12,000,000 Pounds Sterling plus, if and to the extent the Loan Notes
are refinanced by the Bank of Scotland, 4,000,000 Pounds Sterling at any time
outstanding;

      (k)   Unsecured Indebtedness arising under the Loan Notes in an amount not
to exceed 4,000,000 Pounds Sterling at any time outstanding; and

      (l)   Other unsecured Indebtedness used to finance the Acquisition of
Oxford Industries (UK 3) to Oxford Industries (UK 2) and of Oxford Industries
(UK 1) to US

                                       93
<PAGE>

Ben Sherman Holdco, in each case, in an amount not to exceed 63,000,000 Pounds
Sterling at any time outstanding.

      Section 8.2 Guaranties. No Borrower Party will, or will permit any of its
Subsidiaries to, at any time guarantee or enter into or assume any Guaranty, or
be obligated with respect to, or permit to be outstanding, any Guaranty, other
than (a) guaranties of the Obligations, (b) guaranties of obligations under
repurchase agreements of any Borrower Party entered into in connection with the
sale of products in the ordinary course of business of such Borrower Party, (c)
guaranties of obligations under agreements of any Borrower Party entered into in
connection with the acquisition of services, supplies, and equipment in the
ordinary course of business of such Borrower Party, (d) endorsements of
instruments in the ordinary course of business, (e) guaranties of the Senior
Notes Debt as long as such guarantor is also a Guarantor of the Obligations; (f)
guaranties by any Borrower Party of any obligation of any other Borrower Party
to the extent such obligation is not prohibited hereunder; and (g) guaranties of
the Target's obligations under the UK Credit Facility by the Foreign
Subsidiaries of the Target.

      Section 8.3 Liens. No Borrower Party will, or will permit any Subsidiary
to, create, assume, incur, or permit to exist or to be created, assumed, or
permitted to exist, directly or indirectly, any Lien on any of its property,
real or personal, now owned or hereafter acquired, except for Permitted Liens.

      Section 8.4 Restricted Payments and Purchases. No Borrower Party shall, or
shall permit any Subsidiary to, directly or indirectly declare or make any
Restricted Payment or Restricted Purchase, or set aside any funds for any such
purpose, other than Dividends on common stock which accrue (but are not paid in
cash) or are paid in kind or Dividends on preferred stock which accrue (but are
not paid in cash) or are paid in kind; provided, however, that (a) any
Subsidiary of the Parent may make Restricted Payments to the Parent or any other
Subsidiary of the Parent that owns Equity Interests of such Subsidiary making
such Restricted Payment; (b) the Parent may make regularly scheduled payments of
interest due on the Senior Notes to the holders thereof, and to the extent
expressly permitted by Section 2.12(b), the Parent may make prepayments or
redemptions of the principal amount of the Senior Notes Debt, in each case, in
accordance with the terms of the Indenture as in effect on the Agreement Date or
as amended thereafter in accordance with Section 8.15 hereof; (c) the Parent may
make payments to the Viewpoint Sellers to the extent permitted by the Viewpoint
Earnout Subordination Agreement as it exists on the Agreement Date or as amended
thereafter in accordance with Section 8.15; and (d) the Parent may make other
Restricted Payments if (i) no Default has occurred and is continuing or would
result from the making of such Restricted Payment, and (ii) after giving effect
to such Restricted Payment, the Total Debt to EBITDA Ratio for the four (4)
fiscal quarters of the Parent ending as of the last day of the fiscal quarter
immediately preceding the date of such Restricted Payment (and with respect to
which the quarterly financial statements referred to in Section 7.1 have been
delivered to the Administrative Agent) would have been at least 0.25 to 1.00
below

                                       94
<PAGE>

the covenant level of the Total Debt to EBITDA Ratio applicable during such
period under Section 8.8 and Availability is at least 15% of the amount of the
Revolving Loan Commitments as of such date.

      Section 8.5 Investments. No Borrower Party will, or will permit any of its
Subsidiaries to, make any loan or advance to, or otherwise acquire for
consideration evidences of Indebtedness or Equity Interests in any other Person,
except that (a) any Borrower Party or any Subsidiary of a Borrower Party may
purchase or otherwise acquire and own, (i) marketable, direct obligations of the
United States of America and its agencies maturing within three hundred
sixty-five (365) days of the date of purchase, (ii) commercial paper issued by
corporations, each of which shall (A) have a consolidated net worth of at least
$250,000,000, and (B) conduct substantially all of its business in the United
States of America, which commercial paper will mature within one hundred eighty
(180) days from the date of the original issue thereof and is rated "P-1" or
better by Moody's, or "A-1" or better by S&P, (iii) certificates of deposit
maturing within three hundred sixty-five (365) days of the date of purchase and
issued by a United States national or state bank having deposits totaling more
than $250,000,000, and whose short-term debt is rated "P-1" or better by Moody's
or "A-1" or better by S&P, (iv) up to $100,000 per institution and up to
$1,000,000 in the aggregate in (A) short-term obligations issued by any local
commercial bank or trust company located in those areas where such Borrower
Party or Subsidiary conducts its business, whose deposits are insured by the
Federal Deposit Insurance Corporation, or (B) commercial bank-insured money
market funds, or any combination of investments described in clauses (A) and
(B), and (v) overnight investments with such financial institutions having a
short term deposit rating of "P-1" or better by Moody's, or "A-1" or better by
S&P; (b) any Borrower Party or Subsidiary of a Borrower Party may hold the
Investments in existence on the Agreement Date and described on Schedule 5.1(l);
(c) so long as no Default shall have occurred and be continuing or would result
therefrom, any Borrower Party or Subsidiary of a Borrower Party may convert any
of its Accounts that are in excess of ninety (90) days past due into notes or
Equity Interests from the applicable Account Debtor so long as the
Administrative Agent, for the benefit of the Lender Group, is granted a first
priority security interest in such Equity Interests or notes held by a Borrower
Party which Lien is perfected contemporaneously with the conversion of such
Account to Equity Interests or notes; (d) the Borrower Parties and their Foreign
Subsidiaries may hold the Equity Interests of their respective Subsidiaries in
existence as of the Agreement Date and their Subsidiaries created after the
Agreement Date in accordance with Section 6.21 and Section 8.7(i); (e) so long
as no Default shall have occurred and be continuing or would result therefrom,
the Borrower Parties and US Ben Sherman Holdco may make additional investments
in their Foreign Subsidiaries in the form of loans or additional equity
contributions in an aggregate amount not to exceed (including amounts owed by
Foreign Subsidiaries described in Section 8.1(h)(i)) $20,000,000 at any time
outstanding; (f) any Borrower Party may make investments in another Borrower
Party; (g) so long as no Default shall have occurred and be continuing or would
result therefrom, the Borrower Parties and their Subsidiaries may make

                                       95
<PAGE>

investments in joint ventures in an aggregate amount not to exceed $10,000,000
at any time outstanding; (h) the Borrower Parties and their Subsidiaries may
make loans to employees in an aggregate amount not to exceed $500,000 at any
time outstanding; (i) the Foreign Subsidiaries of the Borrower Parties may make
the loans to the Borrower Parties to the extent permitted under Section
8.1(h)(ii); (j) US Ben Sherman Holdco and Oxford Industries (UK 2) may make
loans to their respective direct Subsidiaries to the extent permitted under
Section 8.1(l); and (l) the Parent or any of its Subsidiaries may consummate the
Acquisition on or before August 13, 2004.

      Section 8.6 Affiliate Transactions. No Borrower Party shall, or shall
permit any of its Subsidiaries to, enter into or be a party to any agreement or
transaction with any Affiliate except (a) as described on Schedule 8.6 or (b) in
the ordinary course of business and upon fair and reasonable terms that are no
less favorable to such Borrower Party or Subsidiary than it would obtain in a
comparable arms length transaction with a Person not an Affiliate of such
Borrower Party or Subsidiary and otherwise on terms consistent with the business
relationship of such Borrower Party or Subsidiary and such Affiliate prior to
the Agreement Date, if any.

      Section 8.7 Liquidation; Change in Ownership, Name, or Year; Disposition
or Acquisition of Assets; Etc. No Borrower Party shall, or shall permit any of
its Subsidiaries to, at any time:

      (a)   Liquidate or dissolve itself (or suffer any liquidation or
dissolution) or otherwise wind up its business (except that any Subsidiary of
the Parent (other than a Borrower) may liquidate or dissolve itself in
accordance with Applicable Law but only if no Default or Event of Default has
occurred and is continuing and such liquidation or dissolution would not
reasonably cause or reasonably be expected to cause a Material Adverse Effect);

      (b)   Sell, lease, abandon, transfer or otherwise dispose of, in a single
transaction or a series of related transactions, any assets, property or
business except for (i) the sale of Inventory in the ordinary course of business
at the fair market value thereof and for cash or cash equivalents, (ii) physical
assets used, consumed or otherwise disposed of in the ordinary course of
business, (iii) the sale or disposal of real property, improvements and
equipment with a sale value not greater than $5,000,000 in the aggregate for all
such assets that may be sold during any fiscal year if the purchase price
therefor is paid solely in cash or any non-cash proceeds received by a Borrower
Party are pledged to the Administrative Agent, for the benefit of the Lender
Group, pursuant to the Security Agreement or other documents or agreements in
form and substance reasonably satisfactory to the Administrative Agent, (iv) the
termination of leases in connection with retail store closures so long as such
retail stores closed do not (in the aggregate) account for more than five
percent (5%) of the EBITDA of the Parent and its Subsidiaries for the four (4)
fiscal quarter period ending on the last day of the fiscal quarter ended
immediately prior to any such store closure (and with respect to which the
quarterly

                                       96
<PAGE>

financial statements referred to in Section 7.1 have been delivered to the
Administrative Agent), (v) sales permitted under Section 8.14, and (vi) the
transfer of assets from Oxford Industries (UK 3) or any of its Subsidiaries to
Oxford Clothing or any other Borrower Party.

      (c)   Become a partner or joint venturer with any third party on or after
the Agreement Date; provided, however, that, subject to the limitations set
forth in Sections 8.1 and 8.5, the Borrower Parties and their Subsidiaries may
enter into partnerships and joint ventures after the Agreement Date;

      (d)   Acquire (i) all or any substantial part of the assets, property or
business of, or (ii) any assets that constitute a division or operating unit of
the business of, any other Person; provided, however, that the Parent or any of
its Subsidiaries may consummate the Acquisition on or before August 13, 2004;
provided further, however, that Borrower Parties shall be permitted to purchase
all or any substantial part of the assets, property or business of, or any
assets that constitute a division or operating unit of the business of, any
other Person so long as (A) no Default exists or would be caused thereby and
Borrowers deliver to the Administrative Agent and the Lenders evidence
satisfactory to the Administrative Agent that the Borrower Parties will be in
pro forma compliance with this Agreement after giving effect to the acquisition,
(B) after giving effect to such acquisition on a Pro Forma Basis, the Total
Senior Debt to EBITDA Ratio for the four (4) fiscal quarters of the Parent
ending as of the last day of the fiscal quarter immediately preceding the date
of such acquisition (and with respect to which the quarterly financial
statements referred to in Section 7.1 have been delivered to the Administrative
Agent) would have been at least 0.25 to 1.00 below the covenant level of the
Total Senior Debt to EBITDA Ratio applicable during such period under Section
8.9 and, after giving effect to such acquisition, the Availability is at least
15% of the amount of the Revolving Loan Commitments as of such date, and (C) the
Borrower Parties execute and deliver to the Administrative Agent all documents
required by Section 6.16 and 6.21 and the other Loan Documents and any opinions
reasonably requested by the Administrative Agent regarding the creation and
perfection of the security interests of the Administrative Agent in the
Collateral;

      (e)   Merge or consolidate with any other Person; provided, however, that
(i) any Borrower may merge into another Borrower so long as, with respect to any
merger with the Parent, the Parent is the surviving entity after such merger,
(ii) any Guarantor or Foreign Subsidiary may merge into any Borrower Party so
long as, with respect to any merger with a Borrower, such Borrower shall be the
surviving entity after such merger and, with respect to any merger by a Foreign
Subsidiary with a Guarantor, such Guarantor shall be the surviving entity after
such merger, and (iii) any Foreign Subsidiary may merge into another Foreign
Subsidiary;

                                       97
<PAGE>

      (f)   Change its corporate name without giving the Administrative Agent
thirty (30) days prior written notice of its intention to do so and complying
with all reasonable requirements of the Lender Group in regard thereto;

      (g)   Change its year-end for accounting purposes from the fiscal year
ending on the Friday occurring closest to each May 31, except upon thirty (30)
days prior written notice to the Administrative Agent; provided, that: (i) its
new fiscal year end shall be the Friday occurring closest to any of August 31,
November 30 or February 28; (ii) upon a change in its fiscal year end, the
amounts set forth in Sections 8.7(b)(iii), 8.12 and 8.13 shall be prorated for
the period beginning on the immediately preceding June 1 and ending on the day
before the first day of the new fiscal year; and (iii) upon a change in its
fiscal year end, the fiscal year end referenced in Sections 8.7(b)(iii), 8.12
and 8.13 shall be deemed to be the new fiscal year end;

      (h)   Acquire any real estate; provided, however, that the Borrowers and
their Subsidiaries may acquire real estate so long as, in the case of an
acquisition by a Borrower Party, such Borrower Party shall promptly notify the
Administrative Agent of the acquisition thereof and, at the request of the
Administrative Agent, shall grant to the Administrative Agent, for the benefit
of the Lender Group, a first priority mortgage on such real estate in form and
substance reasonably satisfactory to the Administrative Agent and deliver to the
Administrative Agent such other documentation and opinions in connection with
the grant of such security interest as the Administrative Agent shall request,
including, without limitation, policies of title insurance, flood zone
certificates, financing statements, fixture filings and environmental audits,
and the Borrowers shall pay all recording costs, intangibles taxes and other
fees and costs including without limitation reasonable attorneys' fees and
expenses of counsel to the Administrative Agent incurred in connection
therewith;

      (i)   Create any Subsidiary; provided, however, that (i) a Borrower Party
may create wholly owned Domestic Subsidiaries so long as such Borrower Party and
such Subsidiaries, as applicable, comply with Section 6.21 and (ii) any Borrower
Party may create direct Foreign Subsidiaries so long as such Borrower Party and
such Foreign Subsidiaries, as applicable, comply with Section 6.21; or

      (j)   After giving effect to the Acquisition, with respect to US Ben
Sherman Holdco, incur or maintain any material liability other than intercompany
Indebtedness permitted hereunder or own any material assets or engage in any
material activity or business, except its ownership of the Equity Interests of
Oxford Industries (UK 1) and the intercompany Indebtedness permitted hereunder
that is owed to it.

      Section 8.8 Total Debt to EBITDA Ratio. The Borrower Parties shall not
permit as of each fiscal quarter end, commencing with the fiscal quarter ending
closest to August 31, 2004, the Total Debt to EBITDA Ratio for the immediately
preceding four (4) fiscal quarter period, to be greater than the amount
hereinbelow specified for such period:

                                       98
<PAGE>

<TABLE>
<CAPTION>
        Quarters Ending Closest To:                             Total Debt/EBITDA Ratio:
        ---------------------------                             ------------------------
<S>                                                             <C>
August 31, 2004                                                       4.00 to 1.00
November 30, 2004 through February 28, 2005                           4.25 to 1.00
May 31, 2005 through February 28, 2006                                4.00 to 1.00
May 31, 2006 through May 31, 2007                                     3.50 to 1.00
August 31, 2007 through May 31, 2008                                  3.25 to 1.00
August 31, 2008 and thereafter                                        3.00 to 1.00
</TABLE>

      Section 8.9 Total Senior Debt to EBITDA Ratio. The Borrower Parties shall
not permit for each fiscal quarter end, commencing with the fiscal quarter
ending closest to August 31, 2004, the Total Senior Debt to EBITDA Ratio for the
immediately preceding four (4) fiscal quarter period to be greater than the
amount hereinbelow specified for such period:

<TABLE>
<CAPTION>
        Quarters Ending Closest To:                                     Ratio:
        ---------------------------                                     ------
<S>                                                                  <C>
August 31, 2004                                                      2.25 to 1.00
November 30, 2004 through February 28, 2005                          2.50 to 1.00
May 31, 2005 through February 28, 2006                               2.25 to 1.00
May 31, 2006 and thereafter                                          2.00 to 1.00
</TABLE>

      Section 8.10 Fixed Charge Coverage Ratio. The Borrower Parties shall not
permit for each fiscal quarter end, commencing with the fiscal quarter ending
closest to August 31, 2004, the Fixed Charge Coverage Ratio for the immediately
preceding four (4) fiscal quarter period to be less than the amount hereinbelow
specified for such period:

<TABLE>
<CAPTION>
    Quarters Ending Closest To:                                    Ratio:
    ---------------------------                                    ------
<S>                                                             <C>
August 31, 2004 through May 31, 2006                            1.50 to 1.00
August 31, 2006 and thereafter                                  1.75 to 1.00
</TABLE>

                                       99
<PAGE>

      Section 8.11 Interest Coverage Ratio. The Borrower Parties shall not
permit for each fiscal quarter, commencing with the fiscal quarter ending August
31, 2004, the Interest Coverage Ratio for the immediately preceding four (4)
fiscal quarters to be less than 3.00 to 1.00.

      Section 8.12 Capital Expenditures. The Borrower Parties shall not, nor
shall they permit their Subsidiaries to, make or incur in the aggregate any
Capital Expenditures in any fiscal year in excess of $30,000,000; provided,
however, that in the event that the Borrower Parties make Capital Expenditures
less than such amounts in any fiscal year, up to $10,000,000 of the unused
available Capital Expenditures amount may be carried forward to increase the
Capital Expenditures limitation for the next succeeding fiscal year.

      Section 8.13 Limitation on Leases. The Borrower Parties shall not, and
shall not permit their Subsidiaries to, create, incur, assume or suffer to
exist, any obligation for the payment of rent or hire for property or assets of
any kind whatsoever, whether real or personal, under leases or lease agreements
(other than Capitalized Lease Obligations) which would cause the aggregate
amount of all such payments made by the Borrower Parties pursuant to such lease
or lease agreements during any fiscal year to be increased from the amount of
all of such payments made by the Borrower Parties in the prior fiscal year by
more than the amount set forth below:

<TABLE>
<CAPTION>
Fiscal Year Ending Closest To:                               Maximum Increase:
-----------------------------                                ----------------
<S>                                                          <C>
         May 31, 2005                                           $10,000,000
         May 31, 2006                                           $10,000,000
May 31, 2007 and thereafter                                     $10,000,000
</TABLE>

provided, however, that in the event that such lease payments increase by an
amount less than such amount set forth in the table above in any fiscal year, up
to fifty percent (50%) of the unused increase amount may be carried forward to
increase the limitation for increases in lease payments for the next succeeding
fiscal year.

      Section 8.14 Sales and Leasebacks. No Borrower Party shall, or shall
permit any of its Subsidiaries to, enter into any arrangement, directly or
indirectly, with any third party whereby such Borrower Party shall sell or
transfer any property, real or personal, whether now owned or hereafter
acquired, and whereby such Borrower Party or such Subsidiary shall then or
thereafter rent or lease as lessee such property or any part thereof or other
property which such Borrower Party or such Subsidiary intends to use for
substantially the same purpose or purposes as the property sold or transferred
which

                                      100
<PAGE>

would result in the sale or transfer of assets of the Borrower Parties and their
Subsidiaries in an aggregate amount exceeding $15,000,000 during the term of the
Agreement.

      Section 8.15 Amendment and Waiver. No Borrower Party shall, or shall
permit any of its Subsidiaries to, enter into any amendment of or supplement to,
or agree to or accept any waiver, which would adversely affect the rights of
such Borrower Party or Subsidiary, or the Lender Group, or any of them, of (a)
its articles or certificate of incorporation or formation, by-laws or other
governing documents, (b) the Indenture or any of the other Senior Notes
Documents, (c) the Viewpoint Earnout Subordination Agreement, (d) the
Acquisition Documents or (e) the UK Credit Facility Documents.

      Section 8.16 ERISA Liability. No Borrower Party shall fail to meet all of
the applicable minimum funding requirements of ERISA and the Code, without
regard to any waivers thereof, and, to the extent that the assets of any of
their Plans would be less (by $1,000,000 or more) than an amount sufficient to
provide all accrued benefits payable under such Plans, the Borrower Parties
shall make the maximum deductible contributions allowable under the Code (based
on the Borrowers' current actuarial assumptions). No Borrower Party shall become
a participant in any Multiemployer Plan.

      Section 8.17 Prepayments. No Borrower Party shall, or shall permit any of
its Subsidiaries to, prepay, redeem, defease or purchase in any manner, or
deposit or set aside funds for the purpose of any of the foregoing, make any
payment in respect of principal of, or make any payment in respect of interest
on, (a) any Indebtedness (other than Indebtedness under the Viewpoint Earnout
Agreement and the UK Credit Facility), except the Borrowers may (i) make
regularly scheduled payments of principal or interest required in accordance
with the terms of the instruments governing any Indebtedness permitted
hereunder, (ii) redeem all or a part of the Senior Notes Debt by reborrowing
amounts previously prepaid with the Net Cash Proceeds from an issuance of Equity
Interests by the Parent, to the extent, and in the manner, permitted by the
second sentence of Section 2.12(b), and (iii) make payments, including
prepayments permitted or required hereunder, (x) with respect to the Obligations
and (y) as expressly permitted by Section 8.4(b), or (b) the Indebtedness under
the Viewpoint Earnout Agreement except to the extent permitted by the Viewpoint
Earnout Subordination Agreement.

      Section 8.18 Negative Pledge. No Borrower Party shall, or shall permit any
of its Subsidiaries to, directly or indirectly, enter into any agreement (other
than the Loan Documents) with any Person that prohibits or restricts or limits
the ability of any Borrower Party or Subsidiary to create, incur, pledge, or
suffer to exist any Lien upon any of its respective assets except as set forth
in the Indenture and the UK Credit Facility Documents, as amended in accordance
with Section 8.15 hereof, or restricts the ability of any Subsidiary of the
Borrowers to pay Dividends to the Borrowers.

      Section 8.19 Inconsistent Agreements. No Borrower Party shall, or shall
permit any of its Subsidiaries to, enter into any contract or agreement which
would violate the terms hereof or any other Loan Document.

                                      101
<PAGE>

                                   ARTICLE 9.

                                     DEFAULT

      Section 9.1 Events of Default. Each of the following shall constitute an
Event of Default, whatever the reason for such event and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment or order of any court or any order, rule, or regulation of any
governmental or non-governmental body:

      (a)   Any representation or warranty made under this Agreement or in any
Security Document or in any Hedge Agreement shall prove incorrect or misleading
in any material respect when made or deemed to have been made pursuant to
Section 5.4;

      (b)   (i) Any payment of any principal hereunder, or any reimbursement
obligations with respect to any Letter of Credit shall not be received by the
Administrative Agent on the date such payment is due, or (ii) any payment of any
interest hereunder or any fees payable hereunder or under the other Loan
Documents shall not be received by the Administrative Agent within one (1)
Business Day from the date on which such payment is due;

      (c)   (i) Any Borrower Party shall default in the performance or
observance of any agreement or covenant contained in Section 2.12, 4.4, 6.1,
6.5, or 6.15 or in Article 7 or Article 8 or shall default in the performance or
observance of any material covenant in any Security Document (including, without
limitation, any covenant as to the perfection of the Administrative Agent's
security interest in the Collateral); or (ii) any Borrower Party shall default
in the performance or observance of any agreement or covenant contained in
Sections 6.7 or 6.21, and such default, if curable, shall not be cured to the
Majority Lenders' satisfaction within the earlier of (i) a period of five (5)
days from the date that such Borrower Party knew or should have known of the
occurrence of such default, or (ii) a period of five (5) days after written
notice of such default is given to such Borrower Party;

      (d)   Any Borrower Party shall default in the performance or observance of
any other agreement or covenant contained in this Agreement not specifically
referred to elsewhere in this Section 9.1, and such default, if curable, shall
not be cured to the Majority Lenders' satisfaction within the earlier of (i) a
period of twenty (20) days from the date that such Borrower Party knew or should
have known of the occurrence of such default, or (ii) a period of twenty (20)
days after written notice of such default is given to such Borrower Party;

      (e)   There shall occur any default in the performance or observance of
any agreement or covenant or breach of any representation or warranty contained
in any of the other Loan Documents or any Hedge Agreement (other than this
Agreement or the Security Documents or as otherwise provided in this Section
9.1) which shall not be

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<PAGE>

cured to the Majority Lenders' satisfaction within the applicable cure period,
if any, provided for in such Loan Document, or, if there is no applicable cure
period set forth in such Loan Document, within the earlier of (i) a period of
twenty (20) days from the date that any Borrower Party knew of the occurrence of
such default, or (ii) a period of twenty (20) days after written notice of such
default is given to the Borrower Parties;

      (f)   There shall occur any Change of Control;

      (g)   (i) There shall be entered a decree or order for relief in respect
of any Borrower Party or any Subsidiary of Borrower Party under the Bankruptcy
Code, or any other applicable federal or state bankruptcy law or other similar
law, or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator, or similar official of any Borrower Party or any Subsidiary of
Borrower Party or of any substantial part of its properties, or ordering the
winding-up or liquidation of the affairs of any Borrower Party, or (ii) an
involuntary petition shall be filed against any Borrower Party or any Subsidiary
of Borrower Party and a temporary stay entered and (A) such petition and stay
shall not be diligently contested, or (B) any such petition and stay shall
continue undismissed for a period of sixty (60) consecutive days;

      (h)   Any Borrower Party or any Subsidiary of Borrower Party shall
commence an Insolvency Proceeding, or a Borrower Party or any Subsidiary of
Borrower Party shall consent to the institution of an Insolvency Proceeding or
to the appointment or taking of possession of a receiver, liquidator, assignee,
trustee, custodian, sequestrator, or other similar official of such Borrower
Party or any Subsidiary of Borrower Party or of any substantial part of its
properties, or any Borrower Party or any Subsidiary of Borrower Party shall fail
generally to pay their respective debts as they become due, or any Borrower
Party or any Subsidiary of Borrower Party shall take any action in furtherance
of any such action;

      (i)   A final judgment (other than a money judgment or judgments fully
covered (except for customary deductibles or copayments not to exceed $7,500,000
in the aggregate) by insurance as to which the insurance company has
acknowledged coverage) shall be entered by any court against any Borrower Party
or any Subsidiary of a Borrower Party for the payment of money which exceeds
$7,500,000, or a warrant of attachment or execution or similar process shall be
issued or levied against property of any Borrower Party or any Subsidiary of a
Borrower Party pursuant to a final judgment which, together with all other such
property of any Borrower Party or any Subsidiary of a Borrower Party, as
applicable, subject to other such process, exceeds in value $7,500,000 in the
aggregate, and if, within thirty (30) days after the entry, issue, or levy
thereof, such judgment, warrant, or process shall not have been paid or
discharged or stayed pending appeal, or if, after the expiration of any such
stay, such judgment, warrant, or process shall not have been paid or discharged;

      (j)   (i) There shall be at any time any "accumulated funding deficiency,"
as defined in Section 3.02 of ERISA or in Section 412 of the Code, with respect
to any Plan

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maintained by any Borrower Party or any ERISA Affiliate of a Borrower Party, or
to which any Borrower Party or any of its ERISA Affiliates has any liabilities,
or any trust created thereunder; or (ii) a trustee shall be appointed by a
United States District Court to administer any such Plan; or (iii) the PBGC
shall institute proceedings to terminate any such Plan; or (iv) any Borrower
Party or any ERISA Affiliate of any Borrower Party shall incur any liability to
the PBGC in connection with the termination of any such Plan; or (v) any Plan or
trust created under any Plan of any Borrower Party or any ERISA Affiliate of any
Borrower Party shall engage in a non-exempt "prohibited transaction" (as such
term is defined in Section 406 of ERISA or Section 4975 of the Code) which would
subject any such Plan, any trust created thereunder, any trustee or
administrator thereof, or any party dealing with any such Plan or trust to any
material tax or penalty on "prohibited transactions" imposed by Section 502 of
ERISA or Section 4975 of the Code; or (vi) any Borrower Party or any ERISA
Affiliate of any Borrower Party shall enter into or become obligated to
contribute to a Multiemployer Plan in an aggregate amount which, together with
any liabilities in any of the foregoing clauses (i), (ii), (iii) (iv) or (v) of
this Section 9.1(j) is in excess of $7,500,000;

      (k)   There shall occur any default (after the expiration of any
applicable cure period) under the Senior Notes Documents, the UK Credit Facility
Documents, the Viewpoint Earnout Agreement (other than arising as a result of a
payment block pursuant to the Viewpoint Earnout Subordination Agreement) or any
other indenture, agreement, or instrument evidencing Indebtedness of any
Borrower Party or any Subsidiary of a Borrower Party in an aggregate principal
amount exceeding $7,500,000 (determined singly or in the aggregate with other
Indebtedness);

      (l)   All or any portion of any Loan Document or of any Hedge Agreement
shall at any time and for any reason be declared to be null and void, or a
proceeding shall be commenced by any Borrower Party or any Affiliate thereof, or
by any governmental authority having jurisdiction over any Borrower Party any
Affiliate of any Borrower Party, seeking to establish the invalidity or
unenforceability thereof (exclusive of questions of interpretation of any
provision thereof), or any Borrower Party or any Affiliate of a Borrower Party
shall deny that it has any liability or obligation for the payment of any
Obligation purported to be created under any Loan Document or any Hedge
Agreement; or

      (m)   There shall occur any default by any party under the Viewpoint
Acquisition Agreement, the Acquisition Agreement or any other document or
instrument delivered in connection therewith (other than the Viewpoint Earnout
Agreement), or any such document shall cease to be in full force and effect
(except pursuant to its terms) or shall be declared null and void, or any party
thereto shall deny it has any further liability or obligation thereunder (except
pursuant to its terms), which in any such case could reasonably be expected to
expose the Parent to a claim, loss or liability in an aggregate amount in excess
of $7,500,000.

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      Section 9.2 Remedies. If an Event of Default shall have occurred and shall
be continuing, in addition to the rights and remedies set forth elsewhere in
this Agreement and the Loan Documents and in any Hedge Agreements:

      (a)   With the exception of an Event of Default specified in Section
9.1(g) or (h), the Administrative Agent, at the direction of the Majority
Lenders, shall (i) terminate the Revolving Loan Commitments and the Letter of
Credit Commitment, or (ii) declare the principal of and interest on the Loans
and all other Obligations (other than any obligations as existing from time to
time of any Borrower Party to the Administrative Agent (or an affiliate of the
Administrative Agent) or any Lender (or an affiliate of a Lender) arising from
or in connection with any Hedge Agreements) to be forthwith due and payable
without presentment, demand, protest, or notice of any kind, all of which are
hereby expressly waived, anything in this Agreement or in any Revolving Loan
Notes to the contrary notwithstanding.

      (b)   Upon the occurrence and continuance of an Event of Default specified
in Sections 9.1(g) or (h), such principal, interest, and other Obligations
(other than any obligations as existing from time to time of any Borrower Party
to the Administrative Agent (or an affiliate of the Administrative Agent)
arising from or in connection with any Hedge Agreements) shall thereupon and
concurrently therewith become due and payable, and the Revolving Loan
Commitments and the Letter of Credit Commitment, shall forthwith terminate, all
without any action by the Lender Group, or any of them, or the Majority Lenders
and without presentment, demand, protest, or other notice of any kind, all of
which are expressly waived, anything in this Agreement or in any Revolving Loan
Notes to the contrary notwithstanding.

      (c)   The Administrative Agent, with the concurrence of the Majority
Lenders, shall exercise all of the post-default rights granted to it and to them
under the Loan Documents or under Applicable Law. The Administrative Agent, for
the benefit of the Lender Group, shall have the right to the appointment of a
receiver for the Property of the Borrower Parties, and the Borrower Parties
hereby consent to such rights and such appointment and hereby waive any
objection the Borrower Parties may have thereto or the right to have a bond or
other security posted by the Lender Group or any of them in connection
therewith.

      (d)   In regard to all Letters of Credit with respect to which presentment
for honor shall not have occurred at the time of any acceleration of the
Obligations pursuant to the provisions of this Section 9.2 or, upon the request
of the Administrative Agent, after the occurrence of an Event of Default and
prior to acceleration, the Borrowers shall promptly upon demand by the
Administrative Agent deposit in a Letter of Credit Reserve Account opened by
Administrative Agent for the benefit of the applicable Issuing Bank an amount
equal to one hundred and five percent (105%) of the aggregate then undrawn and
unexpired amount of such Letter of Credit Obligations. Amounts held in such
Letter of Credit Reserve Account shall be applied by the Administrative Agent to
the payment

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<PAGE>

of drafts drawn under such Letters of Credit, and the unused portion thereof
after such Letters of Credit shall have expired or been fully drawn upon, if
any, shall be applied to repay other Obligations in the manner set forth in
Section 2.11. Pending the application of such deposit to the payment of the
Reimbursement Obligations, the Administrative Agent shall, to the extent
reasonably practicable, invest such deposit in an interest bearing open account
or similar available savings deposit account and all interest accrued thereon
shall be held with such deposit as additional security for the Obligations.
After all such Letters of Credit shall have expired or been fully drawn upon,
all Reimbursement Obligations shall have been satisfied, and all other
Obligations shall have been paid in full, the balance, if any, in such Letter of
Credit Reserve Account shall be returned to the Borrowers. Except as expressly
provided hereinabove, presentment, demand, protest and all other notices of any
kind are hereby expressly waived by the Borrowers.

      (e)   The rights and remedies of the Lender Group hereunder shall be
cumulative, and not exclusive.

                                   ARTICLE 10.

                            THE ADMINISTRATIVE AGENT

      Section 10.1 Appointment and Authorization. Each Lender hereby irrevocably
appoints and authorizes, and hereby agrees that it will require any transferee
of any of its interest in its Revolving Loans and in any Revolving Loan Notes
irrevocably to appoint and authorize, the Administrative Agent to take such
actions as its agent on its behalf and to exercise such powers hereunder and
under the other Loan Documents as are delegated by the terms hereof and thereof,
together with such powers as are reasonably incidental thereto. Without limiting
the foregoing, each Lender hereby authorizes the Administrative Agent to execute
and deliver each Loan Document to which the Administrative Agent is, or is
required to be, a party. Neither the Administrative Agent nor any of its
directors, officers, employees, or agents shall be liable for any action taken
or omitted to be taken by it hereunder or in connection herewith, except for its
own gross negligence or willful misconduct as determined by a final
non-appealable order of a court of competent jurisdiction. Except as expressly
otherwise provided in this Agreement, the Administrative Agent shall have and
may use its sole discretion with respect to exercising or refraining from
exercising any discretionary rights or taking or refraining from taking any
actions which the Administrative Agent is expressly entitled to take or assert
under this Agreement and the other Loan Documents, including the exercise of
remedies pursuant to Section 9.2, and any action so taken or not taken shall be
deemed consented to by the Lenders.

      Section 10.2 Interest Holders. The Administrative Agent may treat each
Lender, or the Person designated in the last notice filed with the
Administrative Agent under this Section 10.2, as the holder of all of the
interests of such Lender in its Revolving Loans and in any Revolving Loan Notes
issued to it until written notice of

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<PAGE>

transfer, signed by such Lender (or the Person designated in the last notice
filed with the Administrative Agent) and by the Person designated in such
written notice of transfer, in form and substance satisfactory to the
Administrative Agent, shall have been filed with the Administrative Agent.

      Section 10.3 Consultation with Counsel. The Administrative Agent may
consult with legal counsel selected by it and shall not be liable to any Lender
or any Issuing Bank for any action taken or suffered by it in good faith in
reliance on the advice of such counsel.

      Section 10.4 Documents. The Administrative Agent shall not be under any
duty to examine, inquire into, or pass upon the validity, effectiveness, or
genuineness of this Agreement, any Revolving Loan Note, or any instrument,
document, or communication furnished pursuant hereto or in connection herewith,
and the Administrative Agent shall be entitled to assume that they are valid,
effective, and genuine, have been signed or sent by the proper parties, and are
what they purport to be.

      Section 10.5 Administrative Agent and Affiliates. With respect to the
Revolving Loan Commitments and Loans, the Administrative Agent shall have the
same rights and powers hereunder as any other Lender, and the Administrative
Agent and its affiliates may accept deposits from, lend money to, and generally
engage in any kind of business with the Borrower Parties or any Affiliates of,
or Persons doing business with, the Borrower Parties, as if it were not the
Administrative Agent or affiliated with the Administrative Agent and without any
obligation to account therefor. The Lenders and the Issuing Banks acknowledge
that the Administrative Agent and its affiliates have other lending and
investment relationships with the Borrower Parties and their Affiliates and in
the future may enter into additional such relationships.

      Section 10.6 Responsibility of the Administrative Agent. The duties and
obligations of the Administrative Agent under this Agreement are only those
expressly set forth in this Agreement. The Administrative Agent shall be
entitled to assume that no Default has occurred and is continuing unless it has
actual knowledge, or has been notified by the any Borrower Party, of such fact,
or has been notified by a Lender that such Lender considers that a Default or an
Event of Default has occurred and is continuing, and such Lender shall specify
in detail the nature thereof in writing. The Administrative Agent shall provide
each Lender with copies of such documents received from any Borrower Party as
such Lender may reasonably request.

      Section 10.7 Action by Administrative Agent.

      (a)   The Administrative Agent shall be entitled to use its discretion
with respect to exercising or refraining from exercising any rights which may be
vested in it by, and with respect to taking or refraining from taking any action
or actions which it may be able to take under or in respect of, this Agreement,
unless the Administrative Agent shall have been instructed by the Majority
Lenders to exercise or refrain from

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exercising such rights or to take or refrain from taking such action, provided
that the Administrative Agent shall not exercise any rights under Section 9.2(a)
or 9.2(c) of this Agreement without the approval of the Majority Lenders. The
Administrative Agent shall incur no liability under or in respect of this
Agreement with respect to anything which it may do or refrain from doing in the
reasonable exercise of its judgment or which may seem to it to be necessary or
desirable in the circumstances.

      (b)   The Administrative Agent shall not be liable to the Lenders or the
Issuing Banks or any of them in acting or refraining from acting under this
Agreement in accordance with the instructions of the Majority Lenders (or all
Lenders if required by Section 11.12), and any action taken or failure to act
pursuant to such instructions shall be binding on all Lenders and the Issuing
Banks.

      Section 10.8 Notice of Default. In the event that the Administrative Agent
or any Lender shall acquire actual knowledge, or shall have been notified in
writing, of any Default, the Administrative Agent or such Lender shall promptly
notify the Lenders and the Administrative Agent, and the Administrative Agent
shall take such action and assert such rights under this Agreement as the
Majority Lenders shall request in writing, and the Administrative Agent shall
not be subject to any liability by reason of its acting pursuant to any such
request. If the Majority Lenders shall fail to request the Administrative Agent
to take action or to assert rights under this Agreement in respect of any
Default within ten (10) days after their receipt of the notice of any Default
from the Administrative Agent or any Lender, or shall request inconsistent
action with respect to such Default, the Administrative Agent may, but shall not
be required to, take such action and assert such rights (other than rights under
Article 9) as it deems in its discretion to be advisable for the protection of
the Lender Group, except that, if the Majority Lenders have instructed the
Administrative Agent not to take such action or assert such right, in no event
shall the Administrative Agent act contrary to such instructions.

      Section 10.9 Responsibility Disclaimed. The Administrative Agent shall not
be under any liability or responsibility whatsoever as Administrative Agent:

      (a)   To any Borrower Party or any other Person or entity as a consequence
of any failure or delay in performance by or any breach by, any Lender or
Lenders of any of its or their obligations under this Agreement;

      (b)   To any Lender or Lenders, as a consequence of any failure or delay
in performance by, or any breach by, any Borrower Party or any other obligor of
any of its obligations under this Agreement or any Revolving Loan Notes or any
other Loan Document; or

      (c)   To any Lender or Lenders for any statements, representations, or
warranties in this Agreement, or any other document contemplated by this
Agreement or any information provided pursuant to this Agreement, any other Loan
Document, or any other document contemplated by this Agreement, or for the
validity, effectiveness,

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enforceability, or sufficiency of this Agreement, any Revolving Loan Notes or
any other Loan Document, or any other document contemplated by this Agreement.

      Section 10.10 Indemnification. The Lenders agree to indemnify the
Administrative Agent, its Affiliates and its employees, representatives,
officers and directors (each, an "Agent Indemnified Person") (to the extent not
reimbursed by the Borrower Parties) pro rata in accordance with their Revolving
Commitment Ratios against, and hold each Agent Indemnified Person harmless from
any and all Losses, and shall indemnify and hold harmless each Agent Indemnified
Person from all fees and time charges and disbursements for attorneys who may be
employees of any Agent Indemnified Person, incurred by any Agent Indemnified
Person or asserted against any Agent Indemnified Person by any third party or
Borrower Party arising out of, in connection with, or as a result of: (i) the
execution or delivery of this Agreement, or any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby; (ii) any Loan
or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property
owned or operated by any Borrower Party or any of its Subsidiaries, or any
Environmental Liability related in any way to any Borrower Party or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory, whether brought by a third party or by any Borrower Party,
and regardless of whether any Agent Indemnified Person is a party thereto,
provided that such indemnity shall not, as to any Agent Indemnified Person, be
available to the extent that such Losses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted (x) from the
gross negligence or willful misconduct of such Agent Indemnified Person or (y)
from a claim brought by a Lender against an Agent Indemnified Person for breach
in bad faith of such Agent Indemnified Person's obligations hereunder or under
any other Loan Document. This provision is for the benefit of the Administrative
Agent and shall not in any way limit the obligations of the Borrower Parties
under Section 6.18. The provisions of this Section 10.10 shall survive the
termination of this Agreement.

      Section 10.11 Credit Decision. Each Lender represents and warrants to each
other and to the Administrative Agent that:

      (a)   In making its decision to enter into this Agreement and to make its
Advances it has independently taken whatever steps it considers necessary to
evaluate the financial condition and affairs of the Borrower Parties and that it
has made an independent credit judgment, and that it has not relied upon
information provided by the Administrative Agent; and

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      (b)   So long as any portion of the Obligations remains outstanding, it
will continue to make its own independent evaluation of the financial condition
and affairs of the Borrower Parties.

      Section 10.12 Successor Administrative Agent. Subject to the appointment
and acceptance of a successor Administrative Agent as provided below, the
Administrative Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrowers. Upon any such resignation, the Majority Lenders
shall have the right to appoint a successor Administrative Agent (with the
consent of the Borrowers if no Event of Default then exists). If no successor
Administrative Agent shall have been so appointed by the Majority Lenders, and
shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent's giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be any Lender or a commercial bank organized
under the laws of the United States of America or any political subdivision
thereof which has combined capital and reserves in excess of $500,000,000. Upon
the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges,
duties, and obligations of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article 10.12 shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was acting as the Administrative Agent.

      Section 10.13 Administrative Agent May File Proofs of Claim. The
Administrative Agent may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent, its agents,
financial advisors and counsel), the Lenders and the Issuing Banks allowed in
any judicial proceedings relative to any Borrower Party, or any of their
respective creditors or property, and shall be entitled and empowered to
collect, receive and distribute any monies, securities or other property payable
or deliverable on any such claims and any custodian in any such judicial
proceedings is hereby authorized by each Lender and Issuing Bank to make such
payments to the Administrative Agent and, in the event that the Administrative
Agent shall consent to the making of such payments directly to the Lenders and
the Issuing Banks, to pay to the Administrative Agent any amount due to the
Administrative Agent for the reasonable compensation, expenses, disbursements
and advances of the Administrative Agent, its agents, financial advisors and
counsel, and any other amounts due the Administrative Agent under Section 11.2.
Nothing contained in this Agreement or the other Loan Documents shall be deemed
to authorize the Administrative Agent to authorize or consent to or accept or
adopt on behalf of any Lender or any Issuing Bank any plan of reorganization,
arrangement, adjustment or composition affecting this

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Agreement, any Revolving Loan Notes, the Letters of Credit or the rights of any
holder thereof, or to authorize the Administrative Agent to vote in respect of
the claim of any Lender or any Issuing Bank in any such proceeding.

      Section 10.14 Collateral. The Administrative Agent is hereby authorized to
hold all Collateral pledged pursuant to any Loan Document and to act on behalf
of the Lender Group, in its own capacity and through other agents appointed by
it, under the Security Documents; provided, that the Administrative Agent shall
not agree to the release of any Collateral except in accordance with the terms
of this Agreement. The Lender Group acknowledges that the Loans, all Obligations
with respect to Bank Products Documents and all interest, fees and expenses
hereunder constitute one Indebtedness, secured by all of the Collateral. The
Administrative Agent hereby appoints each Lender and each Issuing Bank as its
agent (and each Lender and Issuing Bank hereby accepts such appointment) for the
purpose of perfecting the Administrative Agent's Liens in assets which, in
accordance with the UCC, can be perfected by possession. Should any Lender or
Issuing Bank obtain possession of any such Collateral, subject to the
limitations set forth in the Account Control Agreements and Securities Account
Control Agreements, promptly upon the Administrative Agent's request therefor
shall deliver such Collateral to the Administrative Agent or in accordance with
the Administrative Agent's instructions.

      Section 10.15 Release of Collateral.

      (a)   Each Lender and each Issuing Bank hereby directs, in accordance with
the terms of this Agreement, the Administrative Agent to release any Lien held
by the Administrative Agent for the benefit of the Lender Group:

                  (i)   against all of the Collateral, upon final and
      indefeasible payment in full of the Obligations and termination of this
      Agreement; or

                  (ii)  against any part of the Collateral sold or disposed of
      by the Borrower Parties if such sale or disposition is permitted by
      Section 8.7 or is otherwise consented to by the requisite Lenders for such
      release as set forth in Section 11.12, as certified to the Administrative
      Agent by the Administrative Borrower in a certificate of an Authorized
      Signatory of the Administrative Borrower.

      (b)   Each Lender and each Issuing Bank hereby directs the Administrative
Agent to execute and deliver or file or authorize the filing of such termination
and partial release statements and do such other things as are necessary to
release Liens to be released pursuant to this Section 10.15 promptly upon the
effectiveness of any such release. Upon request by the Administrative Agent at
any time, the Lenders and the Issuing Banks will confirm in writing the
Administrative Agent's authority to release particular types or items of
Collateral pursuant to this Section 10.15.

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      Section 10.16 Additional Agents. None of the Lenders or other entities
identified on the facing page of this Agreement as a "Lead Arranger",
"Co-Syndication Agents", or "Documentation Agent" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement or any other
Loan Document other than those applicable to all Lenders as such if such entity
is also a Lender. Without limiting the foregoing, none of the Lenders or other
entities so identified shall have or be deemed to have any fiduciary
relationship with any other Lender. Each Lender acknowledges that it has not
relied, and will not rely, on any of the Lenders or other entities so identified
in deciding to enter into this Agreement or any other Loan Document or in taking
or not taking action hereunder or thereunder.

                                   ARTICLE 11.

                                  MISCELLANEOUS

      Section 11.1 Notices.

      (a)   All notices and other communications under this Agreement shall be
in writing and shall be deemed to have been given five (5) days after deposit in
the mail, designated as certified mail, return receipt requested, post-prepaid,
or one (1) day after being entrusted to a reputable commercial overnight
delivery service, or when delivered to the telegraph office or sent out by telex
or telecopy (or to the extent specifically permitted under Article 7 only, by
electronic means) addressed to the party to which such notice is directed at its
address determined as in this Section 11.1. All notices and other communications
under this Agreement shall be given to the parties hereto at the following
addresses:

                        (i)   If to any Borrower Party, to such Borrower Party
                        in care of the Administrative Borrower at:

                              Oxford Industries, Inc.
                              222 Piedmont Avenue
                              Atlanta, Georgia 30308-3391
                              Attn: Dominic C. Mazzone
                              Telecopy No.: (404) 653-1545

                              with a copy to:

                              King & Spalding LLP
                              191 Peachtree Street, N.E.
                              Atlanta, Georgia 30303-1763
                              Attn: Russell B. Richards
                              Telecopy No.: (404) 572-5100

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<PAGE>

                        (ii)  If to the Administrative Agent, to it at:

                              SunTrust Bank
                              303 Peachtree Street, Third Floor
                              Atlanta, Georgia 30308
                              Attn: Patrick Stevens
                              Telecopy No.: (404) 575-2693
                              Electronic Mail: patrick.stevens@suntrust.com

                              with a copy to:

                              SunTrust Robinson Humphrey, a
                              division of SunTrust Capital Markets, Inc.
                              303 Peachtree Street, 25th Floor
                              Mail Code ATL 7662
                              Atlanta, Georgia 30308
                              Attn: Horst Kisch
                                    Director - Agency Services
                              Telecopy No: (404) 724-3879
                              Electronic Mail: horst.kisch@suntrust.com

                              with a copy to:

                              Chris D. Molen, Esq.
                              Paul, Hastings, Janofsky & Walker LLP
                              600 Peachtree Street, N.E.
                              Suite 2400
                              Atlanta, Georgia 30308
                              Telecopy No.: (404) 815-2424

                  (iii) If to the Lenders, to them at the addresses set forth on
the signature pages of this Agreement.

                  (iv)  If to the Issuing Banks, at the addresses set forth on
the signature pages of this Agreement.

Copies shall be provided to Persons other than parties hereto only in the case
of notices under Article 9.

      (b)   Any party hereto may change the address to which notices shall be
directed under this Section 11.1 by giving ten (10) days' written notice of such
change to the other parties.

      Section 11.2 Expenses. The Borrowers agree to promptly pay or reimburse:

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      (a)   All out-of-pocket expenses of the Administrative Agent in connection
with the preparation, negotiation, execution, delivery and syndication of this
Agreement and the other Loan Documents and any Bank Products, the transactions
contemplated hereunder and thereunder, and the making of the initial Advance
hereunder, including, but not limited to, the reasonable fees and disbursements
of counsel for the Administrative Agent and allocated costs for services of
internal counsel for the Administrative Agent;

      (b)   All out-of-pocket expenses of the Administrative Agent in connection
with the administration of the transactions contemplated in this Agreement or
the other Loan Documents or any Bank Products, and the preparation, negotiation,
execution, and delivery of any waiver, amendment, or consent by the Lenders
relating to this Agreement or the other Loan Documents or any Bank Products,
including, but not limited to, (i) all reasonable fees, expenses and
disbursements of any law firm or other counsel engaged by the Administrative
Agent, and the reasonable allocated costs and expenses of internal legal
services of the Administrative Agent; (ii) costs and expenses (including
reasonable attorneys' and paralegals' fees and disbursements) for any amendment,
supplement, waiver, consent, or subsequent closing in connection with the Loan
Documents or in respect of any Bank Products and the transactions contemplated
thereby; (iii) costs and expenses of lien and title searches and title
insurance; (iv) taxes, fees and other charges for recording any mortgages,
filing financing statements and continuations, and other actions to perfect,
protect, and continue the Administrative Agent's Liens (including costs and
expenses paid or incurred by the Administrative Agent in connection with the
consummation of this Agreement); (v) sums paid or incurred to pay any amount or
take any action required of the Borrower Parties under the Loan Documents or in
respect of any Bank Products that the Borrower Parties fail to pay or take; (vi)
costs of appraisals, inspections, and verifications of the Collateral and other
due diligence, including reasonable out-of-pocket expenses for travel, lodging,
and meals for inspections of the Collateral and the Borrower Parties' operations
by the Administrative Agent plus the Administrative Agent's then
generally-applicable and customary charge for field examinations and audits or
any reappraisals and the preparation of reports thereof; provided, however, that
notwithstanding anything to the contrary contained herein, absent the existence
and continuance of an Event of Default, the Borrowers shall be obligated to pay
such reasonable costs and expenses with respect to only one (1) appraisal and
one (1) inspection or field audit during any twelve (12) month period; and (vii)
costs and expenses of forwarding loan proceeds, collecting checks and other
items of payment and costs and expenses of preserving and protecting the
Collateral;

      (c)   All out-of-pocket costs and expenses of the Administrative Agent in
connection with any restructuring, refinancing, or "work out" of the
transactions contemplated by this Agreement, and of obtaining performance under
this Agreement or the other Loan Documents or in respect of any Hedge
Agreements, and all out-of-pocket costs and expenses of collection of the
Administrative Agent if default is made in the payment of the Obligations, which
in each case shall include fees and out-of-pocket

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expenses of counsel for Administrative Agent, and the fees and out-of-pocket
expenses of any experts of the Administrative Agent, or consultants of the
Administrative Agent, including, in each case, but without in any way limiting
the generality of the foregoing, allocated costs for service of internal counsel
for the Administrative Agent. In addition to the foregoing, upon the occurrence
and during the continuance of an Event of Default, the Borrower Parties shall
reimburse the other members of the Lender Group for the out of pocket costs and
expenses of one counsel for the Lender Group (in addition to the Administrative
Agent's counsel referred to above); and

      (d)   All taxes, assessments, general or special, and other charges levied
on, or assessed, placed or made against any of the Collateral, any Revolving
Notes or the Obligations.

      Section 11.3 Waivers. The rights and remedies of the Administrative Agent
and the Lenders under this Agreement and the other Loan Documents shall be
cumulative and not exclusive of any rights or remedies which they would
otherwise have. No failure or delay by the Lender Group, or any of them, or the
Majority Lenders in exercising any right shall operate as a waiver of such
right. The Lender Group expressly reserves the right to require strict
compliance with the terms of this Agreement in connection with any funding of a
request for an Advance. In the event the Lenders decide to fund a request for an
Advance at a time when the Borrowers are not in strict compliance with the terms
of this Agreement, such decision by the Lenders shall not be deemed to
constitute an undertaking by the Lenders to fund any further requests for
Advances or preclude the Lenders from exercising any rights available to the
Lenders under the Loan Documents or at law or equity. Any waiver or indulgence
granted by the Lenders or by the Majority Lenders shall not constitute a
modification of this Agreement, except to the extent expressly provided in such
waiver or indulgence, or constitute a course of dealing by the Lenders at
variance with the terms of the Agreement such as to require further notice by
the Lenders of the Lenders' intent to require strict adherence to the terms of
the Agreement in the future. Any such actions shall not in any way affect the
ability of the Lenders, in their discretion, to exercise any rights available to
them under this Agreement or under any other agreement, whether or not the
Lenders are party, relating to the Borrowers.

      Section 11.4 Set-Off. In addition to any rights now or hereafter granted
under Applicable Law and not by way of limitation of any such rights, except to
the extent limited by Applicable Law, upon the occurrence of an Event of Default
and during the continuation thereof, the Lenders and any subsequent holder or
holders of the Obligations are hereby authorized by the Borrower Parties at any
time or from time to time, without notice to any Borrower Party or to any other
Person, any such notice being hereby expressly waived, to set-off and to
appropriate and apply any and all deposits (general or special, time or demand,
including, but not limited to, Indebtedness evidenced by certificates of
deposit, in each case whether matured or unmatured, but not including any
amounts held by the Administrative Agent or any of its Affiliates in any escrow
account)

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and any other Indebtedness at any time held or owing by the Lenders or such
holder to or for the credit or the account of any Borrower Party, against and on
account of the obligations and liabilities of the Borrower Party, to the Lenders
or such holder under this Agreement, any Revolving Loan Notes, and any other
Loan Document, and any Bank Products Documents, including, but not limited to,
all claims of any nature or description arising out of or connected with this
Agreement, any Revolving Loan Notes, or any other Loan Document, or any Bank
Products Documents, irrespective of whether or not (a) the Lenders or the holder
of the Obligations shall have made any demand hereunder or (b) the Lenders shall
have declared the principal of and interest on the Loans and any Revolving Loan
Notes and other amounts due hereunder to be due and payable as permitted by
Section 9.2 and although said obligations and liabilities, or any of them, shall
be contingent or unmatured. Any sums obtained by any Lender or by any subsequent
holder of the Obligations shall be subject to the application of payments
provisions of Article 2.

      Section 11.5 Assignment.

      (a)   The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that no Borrower Party may assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by any Borrower Party
without such consent shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby
and, to the extent expressly contemplated hereby, the Affiliates of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

      (b)   Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Revolving Loan Commitment and the Revolving Loans at the time
owing to it); provided that (i) except in the case of an assignment of the
entire remaining amount of the assigning Lender's Revolving Loan Commitment and
the Revolving Loans at the time owing to it or in the case of an assignment to a
Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender,
the aggregate amount of the Revolving Loan Commitment of the assigning Lender
subject to each such assignment, (determined as of the date the Assignment and
Assumption Agreement with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $1,000,000, unless each of the
Administrative Agent and, so long as no Default has occurred and is continuing,
the Administrative Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed), and (ii) the parties (but no Borrower Party)
to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption Agreement, together with a processing and recordation
fee of $1,000 (which fee shall not be required in the case of an assignment to
an Affiliate of a member of the Lender

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Group), and the Eligible Assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire. Subject to acceptance
and recording thereof by the Administrative Agent pursuant to paragraph (c) of
this Section, from and after the effective date specified in each Assignment and
Assumption Agreement, the Eligible Assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Assumption
Agreement, have the rights and obligations of a Lender under this Agreement, and
the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption Agreement, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption Agreement
covering all of the assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.8(b), 2.9, 6.18, 6.19(c), 12.3 and 12.5).
Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this paragraph shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (d) of this Section.

      (c)   The Administrative Agent, acting solely for this purpose as an agent
of the Borrowers, shall maintain at the Administrative Agent's Office a copy of
each Assignment and Assumption Agreement delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Revolving Loan
Commitments of, and principal amount of the Revolving Loans owing to, each
Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive, and the Borrowers, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrowers and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

      (d)   Any Lender may, without the consent of, or notice to, the
Administrative Borrower or the Administrative Agent, sell participations to one
or more banks or other entities (a "Participant") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Revolving Loan Commitment and/or the Revolving Loans owing to
it); provided 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 and (iii) the Borrowers
and the Lender Group shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement.
Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in Section 11.12(a)(i) that
affects such Participant. Subject to paragraph (e) of

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this Section, the Borrowers agree that each Participant shall be entitled to the
benefits of Sections 2.8(b), 2.9, 6.18, 6.19(c) and 12.3 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 11.4 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.10(b) as
though it were a Lender.

      (e)   A Participant shall not be entitled to receive any greater payment
under Section 2.8(b) or Section 12.3 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Administrative Borrower's prior written consent. A Participant shall not be
entitled to the benefits of Section 2.8(b) unless the Administrative Borrower is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrowers, to comply with Section 2.8(b) as
though it were a Lender.

      (f)   Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including without limitation (i) any pledge or assignment to secure
obligations to a Federal Reserve Bank and (ii) in the case of any Lender that is
a Fund, any pledge or assignment of all or any portion of such Lender's rights
under this Agreement to any holders of obligations owed, or securities issued,
by such Lender as security for such obligations or securities, or to any trustee
for, or any other representative of, such holders, and this Section shall not
apply to any such pledge or assignment of a security interest; provided that no
such pledge or assignment of a security interest shall release a Lender from any
of its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

      Section 11.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same instrument.
In proving this Agreement or any other Loan Document in any judicial
proceedings, it shall not be necessary to produce or account for more than one
such counterpart signed by the party against whom such enforcement is sought.
Any signatures delivered by a party by facsimile transmission shall be deemed an
original signature hereto.

      Section 11.7 Governing Law. This Agreement and the Loan Documents shall be
construed in accordance with and governed by the laws of the State of New York,
without regard to the conflict of laws principles thereof, except to the extent
otherwise provided in the Loan Documents.

      Section 11.8 Severability. Any provision of this Agreement which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.

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      Section 11.9 Headings. Headings used in this Agreement are for convenience
only and shall not be used in connection with the interpretation of any
provision hereof.

      Section 11.10 Source of Funds. Notwithstanding the use by the Lenders of
the Base Rate and the Eurodollar Rate as reference rates for the determination
of interest on the Loans, the Lenders shall be under no obligation to obtain
funds from any particular source in order to charge interest to the Borrowers at
interest rates tied to such reference rates.

      Section 11.11 Entire Agreement. THIS WRITTEN AGREEMENT, TOGETHER WITH THE
OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES. Each Borrower represents and warrants to the Lender Group that it has
read the provisions of this Section 11.11 and discussed the provisions of this
Section 11.11 and the rest of this Loan Agreement with counsel for such
Borrower, and such Borrower acknowledges and agrees that the Lender Group is
expressly relying upon such representations and warranties of such Borrower (as
well as the other representations and warranties of such Borrower set forth in
Section 5.1) in entering into this Agreement.

      Section 11.12 Amendments and Waivers

      (a)   Neither this Agreement, any other Loan Document nor any term hereof
or thereof may be amended orally, nor may any provision hereof be waived orally
but only by an instrument in writing signed by the Majority Lenders, or in the
case of Loan Documents executed by the Administrative Agent, signed by the
Administrative Agent and approved by, Majority Lenders and, in the case of an
amendment, also by the Borrowers, except that (i) the consent of each of the
Lenders and, in the case of an amendment, the Borrowers shall be required for
(A) any sale or release of, or the subordination of the Administrative Agent's
security interest in, any material Collateral except in conjunction with sales
or transfers of Collateral permitted hereunder, or any release of any guarantor
of the Obligations, (B) any extensions, postponements or delays of the Maturity
Date, the scheduled date of payment of interest or principal or fees, or any
reduction of principal (without a corresponding payment with respect thereto),
or any reduction in the rate of interest or fees due to the Lenders hereunder or
under any other Loan Document, (C) any amendment of this Section 11.12 or of the
definition of "Majority Lenders," or any other provision of the Loan Documents
specifying the number or percentage of Lenders required to waive, amend or
modify any rights thereunder or make any determination or grant any consent
thereunder; (D) any amendment to the definitions of "Availability" or "Bank
Products," (E) any amendment to Section 2.11 of this Agreement, or (F) any
increase in the Revolving Loan Commitments in excess of the amount permitted
under Section 2.17 (it being understood

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and agreed that a waiver of any Default or a modification of any of the defined
terms contained herein (other than those defined terms specifically addressed in
this Section 11.12) shall not constitute a change in the terms of the Revolving
Loan Commitment of any Lender), (ii) the consent of any affected Lender, the
Administrative Agent and the Borrowers shall be required for any amendment
increasing the Revolving Loan Commitment of such Lender pursuant to Section
2.17; (iii) the consent of the Administrative Agent, the Majority Lenders and
the Borrowers shall be required for any amendment to Article 10; (iv) the
consent of the Issuing Banks, the Majority Lenders and the Borrowers shall be
required for any amendment to Section 2.15 and (v) the consent of the Guarantors
and the Majority Lenders shall be required for any amendment to Article 3;
provided, however, that Schedule 1(a) hereto (Revolving Commitment Ratios) may
be amended from time to time by the Administrative Agent alone to reflect
assignments of Revolving Loan Commitments in accordance herewith.

      (b)   Each Lender grants to the Administrative Agent the right to purchase
all (but not less than all) of such Lender's Revolving Loan Commitment, Letter
of Credit Commitment, the Loans and Letter of Credit Obligations owing to it and
any Revolving Loan Notes held by it and all of its rights and obligations
hereunder and under the other Loan Documents at a price equal to the outstanding
principal amount of the Loans payable to such Lender plus any accrued but unpaid
interest on such Loans and accrued but unpaid commitment fees and letter of
credit fees owing to such Lender plus the amount necessary to cash collateralize
any Letters of Credit issued by such Lender, which right may be exercised by the
Administrative Agent if such Lender refuses to execute any amendment, waiver or
consent which requires its written consent so long as such right is exercised
within ninety (90) days of the date any approval for such amendment, waiver or
consent was due. Each Lender agrees that if the Administrative Agent exercises
its option hereunder, it shall promptly execute and deliver an Assignment and
Assumption Agreement and other agreements and documentation necessary to
effectuate such assignment. The Administrative Agent may assign its purchase
rights hereunder to any assignee if such assignment complies with the
requirements of Section 11.5(b).

      (c)   If any fees are paid to the Lenders as consideration for amendments,
waivers or consents with respect to this Agreement, at Administrative Agent's
election, such fees may be paid only to those Lenders that agree to such
amendments, waivers or consents within the time specified for submission
thereof.

      Section 11.13 Other Relationships. No relationship created hereunder or
under any other Loan Document shall in any way affect the ability of the
Administrative Agent, each Issuing Bank and each Lender to enter into or
maintain business relationships with the Borrowers, or any of their respective
Affiliates, beyond the relationships specifically contemplated by this Agreement
and the other Loan Documents.

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      Section 11.14 Pronouns. The pronouns used herein shall include, when
appropriate, either gender and both singular and plural, and the grammatical
construction of sentences shall conform thereto.

      Section 11.15 Disclosure. The Borrower Parties agree that the
Administrative Agent shall have the right, with the consent of the
Administrative Borrower, to issue press releases regarding the making of the
Loans to the Borrowers pursuant to the terms of this Agreement.

      Section 11.16 Replacement of Lender. In the event that a Replacement Event
(as defined below) occurs and is continuing with respect to any Lender, the
Borrowers may designate another financial institution (such financial
institution being herein called a "Replacement Lender") acceptable to the
Administrative Agent, and which is not a Borrower or an Affiliate of the
Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to
purchase the Loans and participations of such Lender and such Lender's rights
hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in
substitution for all outstanding Letters of Credit issued by such Lender,
without recourse to or representation or warranty by, or expense to, such Lender
for a purchase price equal to the outstanding principal amount of the Loans
payable to such Lender plus any accrued but unpaid interest on such Loans and
accrued but unpaid commitment fees and letter of credit fees owing to such
Lender, and upon such assumption, purchase and substitution, and subject to the
execution and delivery to the Administrative Agent by the Replacement Lender of
documentation satisfactory to the Administrative Agent (pursuant to which such
Replacement Lender shall assume the obligations of such original Lender under
this Agreement), the Replacement Lender shall succeed to the rights and
obligations of such Lender hereunder and such Lender shall no longer be a party
hereto or have any rights hereunder provided that the obligations of the
Borrowers to indemnify such Lender with respect to any event occurring or
obligations arising before such replacement shall survive such replacement.
"Replacement Event" means, with respect to any Lender, (a) the commencement of
or the taking of possession by, a receiver, custodian, conservator, trustee or
liquidator of such Lender, or the declaration by the appropriate regulatory
authority that such Lender is insolvent or (b) the making of any claim by any
Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending
office by such Lender would obviate the need of such Lender to make future
claims under such Sections.

      Section 11.17 Confidentiality. No member of the Lender Group shall
disclose any Confidential Information to any other Person without the consent of
the Administrative Borrower, other than (i) to such member of the Lender Group's
Affiliates and their officers, directors, employees, agents and advisors, to
other members of the Lender Group and, as contemplated by Section 11.5, to
actual or prospective assignees and participants, and then only on a
confidential basis, (ii) as required by any law, rule or regulation or judicial
process, (iii) to any rating agency when required by it, provided, that, prior
to any such disclosure, such rating agency shall undertake to preserve the

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confidentiality of any Confidential Information relating to the Borrower Parties
received by it from such member of the Lender Group, (iv) as requested or
required by any state, federal or foreign authority or examiner regulating banks
or banking, and (v) in connection with the exercise of any remedy hereunder or
any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder.

      Section 11.18 Assignment as of the Agreement Date.

      (a)   In accordance with the terms and conditions of Section 11.5, each of
SunTrust Bank, JPMorgan Chase Bank and Shanghai Commercial Bank Ltd.
(collectively, the "Assignors" and each an "Assignor") hereby sells and assigns
to each of the other Lenders party hereto (collectively, the "Assignees" and
each an "Assignee"), and each Assignee hereby irrevocably purchases and assumes
from each Assignor, that interest in and to each Assignor's rights and
obligations under the Loan Documents as of the date hereof with respect to each
Assignor's Revolving Loan Commitment and the assigned portion of such Revolving
Loan Commitment set forth in Section 11.18(f) (as to each Assignee, the
"Assigned Interest" and collectively, the "Assigned Interests"). After giving
effect to such sale and assignment, each Assignee's and Assignor's Revolving
Loan Commitment will be set forth in Section 11.18(f). Such sale and assignment
is without recourse to each Assignor and, except as expressly provided in this
Section 11.18, without representation or warranty by the Assignors.

      (b)   Each Assignor (a) represents and warrants that (i) it is the legal
and beneficial owner of its Assigned Interest, and (ii) its Assigned Interest is
free and clear of any lien, encumbrance or other adverse claim and (b) assumes
no responsibility with respect to (i) any statements, warranties or
representations made in or in connection with this Agreement or any other Loan
Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any Collateral thereunder, (iii)
the financial condition of the Borrowers, any of their respective Subsidiaries
or Affiliates or any other Person obligated in respect of any Loan Document or
(iv) the performance or observance by the Borrowers, any of their respective
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.

      (c)   Each Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this
Agreement and to consummate the transactions contemplated hereby and to become a
Lender hereunder, (ii) it meets all requirements of an Eligible Assignee
hereunder (subject to receipt of such consents as may be required hereunder),
(iii) from and after the Agreement Date, it shall be bound by the provisions of
this Agreement as a Lender hereunder and, to the extent of its Assigned
Interest, shall have the obligations of a Lender hereunder, (iv) it has received
a copy of this Agreement, together with copies of the most recent financial
statements delivered pursuant to Sections 7.1 and 7.2, as applicable, and such
other documents and

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information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Agreement and to purchase its Assigned Interest on
the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender, and (v) if it
is a Lender that is organized in a jurisdiction other than the United States or
a political subdivision thereof, it has delivered to the Administrative Agent
any documentation required to be delivered by it pursuant to the terms of this
Agreement including, without limitation, under Section 2.8(b), duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignors or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

      (d)   The effective date of the assignment provided for in this Section
11.18 shall be the Agreement Date. The Administrative Agent hereby waives
payment of the processing fee with respect to each assignment provided for under
this Section 11.18.

      (e)   As of the Agreement Date (i) each Assignee shall be a party to this
Agreement and, to the extent of the interest assigned pursuant to this
Agreement, have the rights and obligations of a Lender hereunder and under the
other Loan Documents, and (ii) each Assignor shall, to the extent of the
interest assigned pursuant to this Section 11.18, relinquish its rights and be
released from its obligations under this Agreement and the other Loan Documents.

      (f)   From and after the Agreement Date, the Administrative Agent shall
make all payments in respect of each Assigned Interest (including payments of
principal, interest, fees and other amounts) to the applicable Assignee whether
such amounts have accrued prior to, on or after the Agreement Date. On the
Agreement Date, each Assignee shall pay to the Administrative Agent, for the
benefit of the Assignors, its Revolving Commitment Ratio (as set forth in
Section 11.18(f)) of the principal amount of any outstanding Revolving Loans
under this Agreement and the other Loan Documents. The Assignors and each
Assignee shall make all appropriate adjustments in payments under this Agreement
and the other Loan Documents for periods prior to the Agreement Date directly
between themselves on the Agreement Date.

                  (i)   Each Assignor's Revolving Loan Commitment and Revolving
      Commitment Ratio immediately prior to the assignment contemplated by this
      Section 11.18:

            SunTrust Bank:                     $108,000,000/39.272727%

            JPMorgan Chase Bank:               $26,000,000/9.454545%

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            Shanghai Commercial Bank Ltd.:     $26,000,000/9.454545%

                  (ii)  Each Assignee's Revolving Loan Commitment and Revolving
      Commitment Ratio immediately prior to the assignment contemplated by this
      Section 11.18:

            The CIT Group/Commercial Services, Inc.:    $26,000,000/9.454545%

            General Electric Capital Corporation:       $26,000,000/9.454545%

            Bank of America, N.A.:                      $26,000,000/9.454545%

            Wachovia Bank, National Association:        $26,000,000/9.454545%

            HSBC Business Credit (USA) Inc.:            $11,000,000/4.000000%

                  (iii) Each Assignee's Revolving Loan Commitment and Revolving
      Commitment Ratio immediately after the assignment contemplated by this
      Section 11.18:

            The CIT Group/Commercial Services, Inc.:    $40,000,000/14.285714%

            General Electric Capital Corporation:       $40,000,000/14.285714%

            Bank of America, N.A.:                      $40,000,000/14.285714%

            Wachovia Bank, National Association:        $40,000,000/14.285714%

            HSBC Business Credit (USA) Inc.:            $30,000,000/10.714286%

                  (iv)  Each Assignor's Revolving Loan Commitment and Revolving
      Commitment Ratio immediately after the assignment to Assignees
      contemplated by this Section 11.18:

            SunTrust Bank:                     $60,000,000/21.428572%

            JPMorgan Chase Bank:               $20,000,000/7.142857%

            Shanghai Commercial Bank Ltd.      $10,000,000/3.571429%

      Section 11.19 Amendment and Restatement.

      (a)   Each Borrower Party acknowledges and agrees that the security
interests and Liens (as defined in the Existing Credit Agreement) granted to the
Administrative Agent pursuant to the Existing Credit Agreement and the other
Security Documents (as defined in the Existing Credit Agreement), shall remain
outstanding and in full force and

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<PAGE>

effect, without interruption or impairment of any kind, in accordance with the
Existing Credit Agreement and shall continue to secure the Obligations.

      (b)   Each Borrower Party acknowledges and agrees that (i) the Obligations
represent, among other things, the amendment, restatement, renewal, extension,
consolidation and modification of the Obligations (as defined in the Existing
Credit Agreement) arising in connection with the Existing Credit Agreement and
other Loan Documents (as defined in the Existing Credit Agreement) executed in
connection therewith; (ii) the Borrower Parties intend that the Existing Credit
Agreement and the other Loan Documents (as defined in the Existing Credit
Agreement) executed in connection therewith and the collateral pledged
thereunder shall secure, without interruption or impairment of any kind, all
existing Obligations (as defined in the Existing Credit Agreement) under the
Existing Credit Agreement and the other Loan Documents (as defined in the
Existing Credit Agreement) executed in connection therewith, as they may be
amended, restated, renewed, extended, consolidated and modified hereunder,
together with all other obligations hereunder; (iii) all Liens (as defined in
the Existing Credit Agreement) evidenced by the Loan Documents (as defined in
the Existing Credit Agreement) executed in connection therewith are hereby
ratified, confirmed and continued; and (iv) the Loan Documents are intended to
restate, renew, extend, consolidate, amend and modify the Existing Credit
Agreement and the other Loan Documents (as defined in the Existing Credit
Agreement) executed in connection therewith. Notwithstanding the foregoing, the
Borrower Parties and the Lender Group acknowledge and agree that US Ben Sherman
Holdco shall not be a Guarantor and shall not be a party to the Security
Agreement, Pledge Agreement or Intellectual Property Security Agreement, and the
Parent shall be required to pledge only 65% of its Equity Interest in US Ben
Sherman Holdco under the Pledge Agreement.

      (c)   Each Borrower Party intends that (i) the provisions of the Existing
Credit Agreement and the other Loan Documents (as defined in the Existing Credit
Agreement) executed in connection therewith, to the extent restated, renewed,
extended, consolidated, amended and modified hereby and by the other Loan
Documents, be hereby superseded and replaced by the provisions hereof and of the
other Loan Documents; (ii) the Revolving Loan Notes restate, renew, extend,
consolidate, amend, modify, replace, are substituted for and supersede in their
entirety, but do not extinguish, the Obligations (as defined in the Existing
Credit Agreement) arising under the Revolving Loan Notes (as defined in the
Existing Credit Agreement) issued pursuant to the Existing Credit Agreement; and
(iii) by entering into and performing their respective obligations hereunder,
this transaction shall not constitute a novation.

      Section 11.20 USA Patriot Act Notice. Each Lender that is subject to the
Act (as hereinafter defined) and the Administrative Agent (for itself and not on
behalf of any Lender) hereby notifies each Borrower Party that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the "Act"), it is required to obtain, verify and record
information that identifies each

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<PAGE>

Borrower Party, which information includes the name and address of such Borrower
Party and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify such Borrower Party in accordance with the
Act.

                                   ARTICLE 12.

                                YIELD PROTECTION

      Section 12.1 Eurodollar Rate Basis Determination. Notwithstanding anything
contained herein which may be construed to the contrary, if with respect to any
proposed Eurodollar Advance for any Eurodollar Advance Period, the
Administrative Agent determines that deposits in Dollars (in the applicable
amount) are not being offered by leading banks in the London interbank market
for such Eurodollar Advance Period, the Administrative Agent shall forthwith
give notice thereof to the Borrowers and the Lenders, whereupon until the
Administrative Agent notifies the Borrowers that the circumstances giving rise
to such situation no longer exist, the obligations of the Lenders to make
Eurodollar Advances shall be suspended.

      Section 12.2 Illegality. If any change in Applicable Law, any change in
the interpretation or administration of any Applicable Law by any governmental
authority, central bank, or comparable agency charged with the interpretation or
administration thereof, or any change in compliance with Applicable Law as a
result of compliance by any Lender with any request or directive (whether or not
having the force of law) of any such authority, central bank, or comparable
agency after the Agreement Date, shall make it unlawful or impossible for any
Lender to make, maintain, or fund its Eurodollar Advances, such Lender shall so
notify the Administrative Agent, and the Administrative Agent shall forthwith
give notice thereof to the other Lenders and the Administrative Borrower. Before
giving any notice to the Administrative Agent pursuant to this Section 12.2,
such Lender shall designate a different lending office if such designation will
avoid the need for giving such notice and will not, in the judgment of such
Lender, be otherwise disadvantageous to such Lender. Upon receipt of such
notice, notwithstanding anything contained in Article 2, the Borrowers shall
repay in full the then outstanding principal amount of each affected Eurodollar
Advance of such Lender, together with accrued interest thereon, either (a) on
the last day of the then current Eurodollar Advance Period applicable to such
Eurodollar Advance if such Lender may lawfully continue to maintain and fund
such Eurodollar Advance to such day or (b) immediately if such Lender may not
lawfully continue to fund and maintain such Eurodollar Advance to such day.
Concurrently with repaying each affected Eurodollar Advance of such Lender,
notwithstanding anything contained in Article 2, the Borrowers shall borrow a
Base Rate Advance from such Lender, and such Lender shall make such Advance in
an amount such that the outstanding principal amount of the Revolving Loans held
by such Lender shall equal the outstanding principal amount of such Revolving
Loans immediately prior to such repayment.

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<PAGE>

      Section 12.3 Increased Costs.

      (a)   If any change in Applicable Law, any change in the interpretation or
administration of any Applicable Law by any governmental authority, central
bank, or comparable agency charged with the interpretation or administration
thereof or any change in compliance with Applicable Law as a result of any
request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency after the Agreement Date:

                  (i)   Shall subject any Lender to any tax, duty, or other
      charge with respect to its obligation to make Eurodollar Advances, or its
      Eurodollar Advances, or shall change the basis of taxation of payments to
      any Lender of the principal of or interest on its Eurodollar Advances or
      in respect of any other amounts due under this Agreement in respect of its
      Eurodollar Advances or its obligation to make Eurodollar Advances (except
      for changes in the rate of tax on the overall net income of such Lender);
      or

                  (ii)  Shall impose, modify, or deem applicable any reserve
      (including, without limitation, any imposed by the Board of Governors of
      the Federal Reserve System, but excluding any included in an applicable
      Eurodollar Reserve Percentage), special deposit, assessment, or other
      requirement or condition against assets of, deposits (other than as
      described in Section 12.5) with or for the account of, or commitments or
      credit extended by any Lender, or shall impose on any Lender or the
      eurodollar interbank borrowing market any other condition affecting its
      obligation to make such Eurodollar Advances or its Eurodollar Advances;
      and the result of any of the foregoing is to increase the cost to such
      Lender of making or maintaining any such Eurodollar Advances, or to reduce
      the amount of any sum received or receivable by the Lender under this
      Agreement or under any Revolving Loan Notes with respect thereto, and such
      increase is not given effect in the determination of the Eurodollar Rate
      then,

                  (iii) Shall subject any Issuing Bank or any Lender to any tax,
      duty or other charge with respect to the obligation to issue Letters of
      Credit, maintain Letters of Credit or participate in Letters of Credit, or
      shall change the basis of taxation of payments to any Issuing Bank or any
      Lender in respect of amounts drawn under Letters of Credit or in respect
      of any other amounts due under this Agreement in respect of Letters of
      Credit or the obligation of the Issuing Banks to issue Letters of Credit,
      maintain Letters of Credit or participate in Letters of Credit (except for
      changes in the rate of tax on the overall net income of such Issuing
      Bank); or

                  (iv)  Shall impose, modify, or deem applicable any reserve
      (including, without limitation, any imposed by the Board of Governors of
      the Federal Reserve System), special deposit, assessment, or other
      requirement or condition against assets of, deposits (other than as
      described in Section 12.5) with

                                      127
<PAGE>

      or for the account of, or commitments or credit extended by any Issuing
      Bank, or shall impose on any Issuing Bank or Lender any other condition
      affecting the obligation to issue Letters of Credit, maintain Letters of
      Credit or participate in Letters of Credit; and the result of any of the
      foregoing is to increase the cost to such Issuing Bank or Lender of
      issuing, maintaining or participating in any such Letters of Credit or to
      reduce the amount of any sum received or receivable by the Issuing Bank or
      any Lender under this Agreement with respect thereto,

promptly upon demand by such Lender or Issuing Bank on the Maturity Date, the
Borrowers agree to pay, without duplication of amounts due under Section 2.8(b),
to such Lender or Issuing Bank such additional amount or amounts as will
compensate such Lender or Issuing Bank for such increased costs. Each Lender or
such Issuing Bank will promptly notify the Borrowers and the Administrative
Agent of any event of which it has knowledge, occurring after the Agreement
Date, which will entitle such Lender or Issuing Bank to compensation pursuant to
this Section 12.3 and will designate a different lending office if such
designation will avoid the need for, or reduce the amount of, such compensation
and will not, in the sole judgment of such Lender or Issuing Bank, be otherwise
disadvantageous to such Lender or Issuing Bank.

      (b)   A certificate of any Lender or Issuing Bank claiming compensation
under this Section 12.3 and setting forth the additional amount or amounts to be
paid to it hereunder and calculations therefor shall be conclusive in the
absence of manifest error. In determining such amount, such Lender or Issuing
Bank may use any reasonable averaging and attribution methods. If any Lender or
Issuing Bank demands compensation under this Section 12.3, the Borrowers may at
any time, upon at least five (5) Business Days' prior notice to such Lender,
prepay in full the then outstanding affected Eurodollar Advances of such Lender,
together with accrued interest thereon to the date of prepayment, along with any
reimbursement required under Section 2.9. Concurrently with prepaying such
Eurodollar Advances the Borrowers shall borrow a Base Rate Advance, or a
Eurodollar Advance not so affected, from such Lender, and such Lender shall make
such Advance in an amount such that the outstanding principal amount of the
Revolving Loans held by such Lender shall equal the outstanding principal amount
of such Revolving Loans immediately prior to such prepayment.

      Section 12.4 Effect On Other Advances. If notice has been given pursuant
to Section 12.1, 12.2 or 12.3 suspending the obligation of any Lender to make
any Eurodollar Advance, or requiring Eurodollar Advances of any Lender to be
repaid or prepaid, then, unless and until such Lender (or, in the case of
Section 12.1, the Administrative Agent) notifies the Administrative Borrower
that the circumstances giving rise to such repayment no longer apply, all
Advances which would otherwise be made by such Lender as the Eurodollar Advances
affected shall, at the option of the Borrowers, be made instead as Base Rate
Advances.

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<PAGE>

      Section 12.5 Capital Adequacy. If after the Agreement Date, any Lender or
Issuing Bank (or any affiliate of the foregoing) shall have reasonably
determined that the adoption of any applicable law, governmental rule,
regulation or order regarding the capital adequacy of banks or bank holding
companies, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by such Lender or Issuing Bank (or any affiliate of the foregoing) with any
request or directive regarding capital adequacy (whether or not having the force
of law) of any such governmental authority, central bank or comparable agency
(but only if such adoption, change, request or directive occurs after the
Agreement Date), has or would have the effect of reducing the rate of return on
such Lender's or Issuing Bank's (or any affiliate of the foregoing) capital as a
consequence of such Lender's or Issuing Bank's Commitment or obligations
hereunder to a level below that which it could have achieved but for such
adoption, change or compliance (taking into consideration such Lender's or
Issuing Bank's (or any affiliate of the foregoing) policies with respect to
capital adequacy immediately before such adoption, change or compliance and
assuming that such Lender's or Issuing Bank's (or any affiliate of the
foregoing) capital was fully utilized prior to such adoption, change or
compliance), then, promptly upon demand by such Lender or Issuing Bank, the
Borrowers shall immediately pay to such Lender or Issuing Bank such additional
amounts as shall be sufficient to compensate such Lender or Issuing Bank for any
such reduction actually suffered; provided, however, that there shall be no
duplication of amounts paid to a Lender pursuant to this sentence and Section
12.3 hereof. A certificate of such Lender or Issuing Bank setting forth the
amount to be paid to such Lender or Issuing Bank by the Borrowers as a result of
any event referred to in this paragraph shall, absent manifest error, be
conclusive.

                                   ARTICLE 13.

          JURISDICTION, VENUE AND WAIVER OF JURY TRIAL; ADMINISTRATIVE
                     BORROWER; JOINT AND SEVERAL OBLIGATIONS

      Section 13.1 Jurisdiction and Service of Process. FOR PURPOSES OF ANY
LEGAL ACTION OR PROCEEDING BROUGHT BY ANY MEMBER OF THE LENDER GROUP WITH
RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY BANK PRODUCT
DOCUMENTS, EACH BORROWER PARTY HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL
JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE COUNTY OF NEW YORK,
STATE OF NEW YORK. THE CONSENT TO JURISDICTION HEREIN SHALL NOT BE EXCLUSIVE.
EACH BORROWER PARTY FURTHER IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY
SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL TO SUCH BORROWER PARTY AT THE ADDRESS SET FORTH ABOVE, SUCH
SERVICE TO BECOME EFFECTIVE THREE (3) BUSINESS DAYS AFTER SUCH MAILING. IN THE
EVENT THAT,

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<PAGE>

FOR ANY REASON, SERVICE OF LEGAL PROCESS CANNOT BE MADE IN THE MANNER DESCRIBED
ABOVE, SUCH SERVICE MAY BE MADE IN SUCH MANNER AS PERMITTED BY LAW.

      Section 13.2 Consent to Venue. EACH BORROWER PARTY HEREBY IRREVOCABLY
WAIVES ANY OBJECTION IT WOULD MAKE NOW OR HEREAFTER FOR THE LAYING OF VENUE OF
ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT BROUGHT IN THE FEDERAL COURTS OF THE UNITED STATES OF
AMERICA SITTING IN NEW YORK, NEW YORK, AND HEREBY IRREVOCABLY WAIVES ANY CLAIM
THAT ANY SUCH SUIT, ACTION, OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.

      Section 13.3 Waiver of Jury Trial. EACH BORROWER PARTY AND EACH MEMBER OF
THE LENDER GROUP TO THE EXTENT PERMITTED BY APPLICABLE LAW WAIVE, AND OTHERWISE
AGREE NOT TO REQUEST, A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM OF ANY TYPE IN WHICH ANY BORROWER PARTY, ANY MEMBER OF THE
LENDER GROUP, OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IS A PARTY, AS TO
ALL MATTERS AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, ANY
REVOLVING LOAN NOTES OR THE OTHER LOAN DOCUMENTS AND THE RELATIONS AMONG THE
PARTIES LISTED IN THIS ARTICLE 13.

      Section 13.4 The Administrative Borrower. Each Borrower hereby irrevocably
appoints Oxford Industries, Inc., as the borrowing agent and attorney-in-fact
for all Borrowers (the "Administrative Borrower"), which appointment shall
remain in full force and effect unless and until the Administrative Agent shall
have received prior written notice signed by each Borrower that such appointment
has been revoked and that another Borrower has been appointed the Administrative
Borrower. Each Borrower hereby irrevocably appoints and authorizes the
Administrative Borrower (i) to provide the Administrative Agent with all notices
with respect to Revolving Loans, Swing Loans, and Letters of Credit obtained for
the benefit of any Borrower and all other notices and instructions under this
Agreement and (ii) to take such action as the Administrative Borrower deems
appropriate on its behalf to obtain Revolving Loans, Swing Loans and Letters of
Credit and to exercise such other powers as are reasonably incidental thereto to
carry out the purposes of this Agreement.

      Section 13.5 All Obligations to Constitute Joint and Several Obligations.

      (a)   All Obligations shall constitute joint and several obligations of
the Borrowers and shall be secured by the Administrative Agent's Lien upon all
of the Collateral, and by all other Liens heretofore, now or at any time
hereafter granted by each Borrower to the Administrative Agent, for the benefit
of the Lender Group, to the extent

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<PAGE>

provided in the Loan Documents or Bank Product Documents under which such Lien
arises. Each Borrower expressly represents and acknowledges that it is part of a
common enterprise with the other Borrowers and that any financial accommodations
by the Administrative Agent, and the other members of the Lender Group to any
other Borrower hereunder and under the other Loan Documents and the Bank Product
Documents are and will be of direct and indirect interest, benefit and advantage
to all Borrowers. Each Borrower acknowledges that any Request for Advance,
Notice of Conversion/Continuation or other notice or request given by the
Administrative Borrower (including the Administrative Borrower) to the
Administrative Agent shall bind all Borrowers, and that any notice given by the
Administrative Agent or any other member of the Lender Group to any Borrower
shall be effective with respect to all Borrowers. Each Borrower acknowledges and
agrees that each Borrower shall be liable, on a joint and several basis, for all
of the Loans and other Obligations, regardless of which Borrower actually may
have received the proceeds of any of the Loans or other extensions of credit or
have had Letters of Credit issued hereunder or the amount of such Loans
received, Letters of Credit issued or the manner in which the Administrative
Agent or any other member of the Lender Group accounts among the Borrowers for
such Loans, Letters of Credit or other extensions of credit on its books and
records, and further acknowledges and agrees that Loans and other extensions of
credit to any Borrower inure to the mutual benefit of all of the Borrowers and
that the Administrative Agent and the other members of the Lender Group are
relying on the joint and several liability of the Borrowers in extending the
Loans and other financial accommodations hereunder. Each Borrower shall be
entitled to subrogation and contribution rights from and against the other
Borrowers to the extent any Borrower is required to pay to any member of the
Lender Group any amount in excess of the Loans advanced directly to, or other
Obligations incurred directly by, such Borrower or as otherwise available under
Applicable Law; provided, however, that such subrogation and contribution rights
are and shall be subject to the terms and conditions of this Section 13.5.

      (b)   It is the intent of the Borrowers, the Administrative Agent and
other members of the Lender Group and any other Person holding any of the
Obligations that each Borrower's maximum obligations hereunder (such Borrower's
"Maximum Borrower Liability") in any case or proceeding referred to below (but
only in such a case or proceeding) shall not be in excess of:

                  (i)   in a case or proceeding commenced by or against such
      Borrower under the Bankruptcy Code on or within one (1) year from the date
      on which any of the Obligations of such Borrower are incurred, the maximum
      amount that would not otherwise cause the Obligations of such Borrower
      hereunder (or any other Obligations of such Borrower to the Administrative
      Agent and other members of the Lender Group and any other Person holding
      any of the Obligations) to be avoidable or unenforceable against such
      Borrower under (A) Section 548 of the Bankruptcy Code or (B) any state
      fraudulent transfer or

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<PAGE>

      fraudulent conveyance act or statute applied in such case or proceeding by
      virtue of Section 544 of the Bankruptcy Code; or

                  (ii)  in a case or proceeding commenced by or against such
      Borrower under the Bankruptcy Code subsequent to one (1) year from the
      date on which any of the Obligations of such Borrower are incurred, the
      maximum amount that would not otherwise cause the Obligations of such
      Borrower hereunder (or any other Obligations of such Borrower to the
      Administrative Agent and other members of the Lender Group and any other
      Person holding any of the Obligations) to be avoidable or unenforceable
      against such Borrower under any state fraudulent transfer or fraudulent
      conveyance act or statute applied in any such case or proceeding by virtue
      of Section 544 of the Bankruptcy Code; or

                  (iii) in a case or proceeding commenced by or against such
      Borrower under any law, statute or regulation other than the Bankruptcy
      Code relating to dissolution, liquidation, conservatorship, bankruptcy,
      moratorium, readjustment of debt, compromise, rearrangement, receivership,
      insolvency, reorganization or similar debtor relief from time to time in
      effect affecting the rights of creditors generally (collectively, "Other
      Debtor Relief Law"), the maximum amount that would not otherwise cause the
      Obligations of such Borrower hereunder (or any other Obligations of such
      Borrower to the Administrative Agent and other members of the Lender Group
      and any other Person holding any of the Obligations) to be avoidable or
      unenforceable against such Borrower under such Other Debtor Relief Law,
      including, without limitation, any state fraudulent transfer or fraudulent
      conveyance act or statute applied in any such case or proceeding. (The
      substantive state or federal laws under which the possible avoidance or
      unenforceability of the Obligations of any Borrower hereunder (or any
      other Obligations of such Borrower to the Administrative Agent and any
      other member of the Lender Group and any other Person holding any of the
      Obligations) shall be determined in any such case or proceeding shall
      hereinafter be referred to as the "Avoidance Provisions").

Notwithstanding the foregoing, no provision of this Section 13.5(b) shall limit
any Borrower's liability for Loans advanced directly or indirectly to it under
this Agreement.

      (c)   To the extent set forth in Section 13.5(b) hereof, but only to the
extent that the Obligations of any Borrower hereunder, or the transfers made by
such Borrower under any Loan Document or under any Bank Product Documents, would
otherwise be subject to avoidance under any Avoidance Provisions if such
Borrower is not deemed to have received valuable consideration, fair value, fair
consideration or reasonably equivalent value for such transfers or obligations,
or if such transfers or obligations of any Borrower hereunder would render such
Borrower insolvent, or leave such Borrower with an unreasonably small capital or
unreasonably small assets to conduct its business, or cause such Borrower to
have incurred debts (or to have intended to have incurred

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<PAGE>

debts) beyond its ability to pay such debts as they mature, in each case as of
the time any of the obligations of such Borrower are deemed to have been
incurred and transfers made under such Avoidance Provisions, then the
obligations of such Borrower hereunder shall be reduced to that amount which,
after giving effect thereto, would not cause the Obligations of such Borrower
hereunder (or any other Obligations of such Borrower to the Administrative Agent
and any other member of the Lender Group or any other Person holding any of the
Obligations), as so reduced, to be subject to avoidance under such Avoidance
Provisions. This Section 13.5(c) is intended solely to preserve the rights
hereunder of the Administrative Agent and other members of the Lender Group and
any other Person holding any of the Obligations to the maximum extent that would
not cause the obligations of the Borrowers hereunder to be subject to avoidance
under any Avoidance Provisions, and none of the Borrowers nor any other Person
shall have any right, defense, offset, or claim under this Section 13.5(c) as
against the Administrative Agent and other members of the Lender Group or any
other Person holding any of the Obligations that would not otherwise be
available to such Person under the Avoidance Provisions.

      (d)   Each Borrower agrees that the Obligations may at any time and from
time to time exceed the Maximum Borrower Liability of such Borrower, and may
exceed the aggregate Maximum Borrower Liability of all Borrowers hereunder,
without impairing this Agreement or any provision contained herein or affecting
the rights and remedies of the Lender Group hereunder.

      (e)   In the event any Borrower (a "Funding Borrower") shall make any
payment or payments under this Agreement or shall suffer any loss as a result of
any realization upon any collateral granted by it to secure its obligations
hereunder, each other Borrower (each, a "Contributing Borrower") shall
contribute to such Funding Borrower an amount equal to such payment or payments
made, or losses suffered, by such Funding Borrower determined as of the date on
which such payment or loss was made multiplied by the ratio of (i) the Maximum
Borrower Liability of such Contributing Borrower (without giving effect to any
right to receive any contribution or other obligation to make any contribution
hereunder), to (ii) the aggregate Maximum Borrower Liability of all Borrowers
(including the Funding Borrowers) hereunder (without giving effect to any right
to receive, or obligation to make, any contribution hereunder). Nothing in this
Section 13.5(e) shall affect any Borrower's joint and several liability to the
Lender Group for the entire amount of its Obligations. Each Borrower covenants
and agrees that its right to receive any contribution hereunder from a
Contributing Borrower shall be subordinate and junior in right of payment to all
obligations of the Borrowers to the Lender Group hereunder.

      (f)   No Borrower will exercise any rights that it may acquire by way of
subrogation hereunder or under any other Loan Document or any Bank Product
Document or at law by any payment made hereunder or otherwise, nor shall any
Borrower seek or be entitled to seek any contribution or reimbursement from any
other

                                      133
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Borrower in respect of payments made by such Borrower hereunder or under any
other Loan Document or under any Bank Products Documents, until all amounts
owing to the Lender Group on account of the Obligations are paid in full in cash
(or, with respect to Letters of Credit, are either cash collateralized or
supported by a letter of credit acceptable to the Administrative Agent in an
amount equal to 105% of the face amount of the outstanding Letters of Credit)
and the Revolving Loan Commitments are terminated. If any amounts shall be paid
to any Borrower on account of such subrogation or contribution rights at any
time when all of the Obligations shall not have been paid in full, such amount
shall be held by such Borrower in trust for the Lender Group segregated from
other funds of such Borrower, and shall, forthwith upon receipt by such
Borrower, be turned over to the Administrative Agent in the exact form received
by such Borrower (duly endorsed by such Borrower to the Administrative Agent, if
required), to be applied against the Obligations, whether matured or unmatured,
as provided for herein.

      Section 13.6 Revival and Reinstatement of Obligations. If the incurrence
or payment of the Obligations by any Borrower or any Guarantor or the transfer
to the Lender Group of any property should for any reason subsequently be
declared to be void or voidable under any state or federal law relating to
creditors' rights, including provisions of the Bankruptcy Code relating to
fraudulent conveyances, preferences, or other voidable or recoverable payments
of money or transfers of property (collectively, a "Voidable Transfer"), and if
the Lender Group is required to repay or restore, in whole or in part, any such
Voidable Transfer, or elects to do so upon the reasonable advice of its counsel,
then, as to any such Voidable Transfer, or the amount thereof that the Lender
Group is required or elects to repay or restore, and as to all reasonable costs,
expenses, and attorneys fees of the Lender Group related thereto, the liability
of Borrowers or such Guarantor automatically shall be revived, reinstated, and
restored and shall exist as though such Voidable Transfer had never been made.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

BORROWERS:                          OXFORD INDUSTRIES, INC., as a Borrower,

                                    By:      /s/ J. Reese Lanier, Jr.
                                        ---------------------------------------
                                            Name:  J. Reese Lanier, Jr.
                                            Title: Vice President

                                    Attest:  /s/ Dominic C. Mazzone
                                            -----------------------------------
                                            Name:  Dominic C. Mazzone
                                            Title: Secretary

                                    OXFORD OF SOUTH CAROLINA, INC., as a
                                    Borrower

                                    By:      /s/ J. Reese Lanier, Jr.
                                        ---------------------------------------
                                            Name:  J. Reese Lanier, Jr.
                                            Title: Vice President

                                    Attest:  /s/ Dominic C. Mazzone
                                            -----------------------------------
                                            Name:  Dominic C. Mazzone
                                            Title: Secretary

                                    VIEWPOINT INTERNATIONAL, INC., as a
                                    Borrower

                                    By:  /s/ Dominic C. Mazzone
                                        ---------------------------------------
                                        Name:  Dominic C. Mazzone
                                        Title: Secretary

CREDIT AGREEMENT

<PAGE>

GUARANTORS:                         LIONSHEAD CLOTHING COMPANY, a Delaware
                                    corporation

                                    By:      /s/ J. Reese Lanier, Jr.
                                        ---------------------------------------
                                            Name:  J. Reese Lanier, Jr.
                                            Title: Vice President

                                    Attest:  /s/ Dominic C. Mazzone
                                            -----------------------------------
                                            Name:  Dominic C. Mazzone
                                            Title: Secretary

                                    MERONA INDUSTRIES, INC., a Delaware
                                    corporation

                                    By:      /s/ J. Reese Lanier, Jr.
                                        ---------------------------------------
                                            Name:  J. Reese Lanier, Jr.
                                            Title: Vice President

                                    Attest:  /s/ Dominic C. Mazzone
                                            -----------------------------------
                                            Name:  Dominic C. Mazzone
                                            Title: Secretary

                                    OXFORD CARIBBEAN, INC., a Delaware
                                    corporation

                                    By:      /s/ J. Reese Lanier, Jr.
                                        ---------------------------------------
                                            Name:  J. Reese Lanier, Jr.
                                            Title: Vice President

                                    Attest:  /s/ Dominic C. Mazzone
                                            -----------------------------------
                                            Name:  Dominic C. Mazzone
                                            Title: Secretary

CREDIT AGREEMENT

<PAGE>

                                    OXFORD CLOTHING CORPORATION, a Georgia
                                    corporation, to be known as BEN SHERMAN
                                    CLOTHING, INC., a Georgia corporation
                                    immediately following consummation of the
                                    Acquisition

                                    By:      /s/ J. Reese Lanier, Jr.
                                        ---------------------------------------
                                            Name:  J. Reese Lanier, Jr.
                                            Title: Vice President

                                    Attest:  /s/ Dominic C. Mazzone
                                            -----------------------------------
                                            Name:  Dominic C. Mazzone
                                            Title: Secretary

                                    OXFORD GARMENT, INC. a Delaware corporation

                                    By:      /s/ J. Reese Lanier, Jr.
                                        ---------------------------------------
                                            Name:  J. Reese Lanier, Jr.
                                            Title: Vice President

                                    Attest:  /s/ Dominic C. Mazzone
                                            -----------------------------------
                                            Name:  Dominic C. Mazzone
                                            Title: Secretary

                                    OXFORD INTERNATIONAL, INC., a Georgia
                                    corporation

                                    By:      /s/ J. Reese Lanier, Jr.
                                        ---------------------------------------
                                            Name:  J. Reese Lanier, Jr.
                                            Title: Vice President

                                    Attest:  /s/ Dominic C. Mazzone
                                            -----------------------------------
                                            Name:  Dominic C. Mazzone
                                            Title: Secretary

CREDIT AGREEMENT

<PAGE>

                                    TOMMY BAHAMA R&R HOLDINGS, INC., a Delaware
                                    corporation

                                    By:   /s/ J. Reese Lanier, Jr.
                                        ---------------------------------------
                                    Name:  J. Reese Lanier, Jr.
                                    Title: Vice President

                                    INDIGO PALM FASHION ISLAND LLC, a
                                    Delaware limited liability company,
                                    INDIGO PALMS LV FORUM LLC, a Delaware
                                    limited liability company,
                                    INDIGO PALMS SANTANA ROW, LLC, a
                                    Delaware limited liability company,
                                    TOMMY BAHAMA ALA MOANA LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA ATLANTIC CITY, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA BILTMORE, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA BIRMINGHAM, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA BOCA RATON, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA CAFE EMPORIUM, LLC, a
                                    Delaware limited liability company,
                                    TOMMY BAHAMA CHARLESTON, LLC, a
                                    Delaware limited liability company,
                                    TOMMY BAHAMA CHERRY CREEK, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA CHICAGO, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA CORAL GABLES, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA FARMERS MARKET, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA KANSAS CITY, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA LA JOLLA, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA LAS OLAS LLC, a Delaware
                                    limited liability company,

CREDIT AGREEMENT

<PAGE>

                                    TOMMY BAHAMA LAS VEGAS, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA LAS VEGAS FASHION SHOW, LLC, a
                                    Delaware limited liability company,
                                    TOMMY BAHAMA LV FORUM, LLC, a
                                    Delaware limited liability company,
                                    TOMMY BAHAMA MANHATTAN VILLAGE, LLC, a
                                    Delaware limited liability company,
                                    TOMMY BAHAMA MAUNA LANI, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA MISSION VIEJO, LLC, a
                                    Delaware limited liability company,
                                    TOMMY BAHAMA MYRTLE BEACH, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA NEWPORT BEACH LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA NORTH SCOTTSDALE, LLC, a
                                    Delaware limited liability company,
                                    TOMMY BAHAMA ORLANDO, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA PALM BEACH GARDENS, LLC, a
                                    Delaware limited liability company,
                                    TOMMY BAHAMA PALM DESERT, LLC, a
                                    Delaware limited liability company,
                                    TOMMY BAHAMA PALO ALTO, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA PASADENA, LLC, a
                                    Delaware limited liability company,
                                    TOMMY BAHAMA PHIPPS PLAZA, LLC, a
                                    Delaware limited liability company,
                                    TOMMY BAHAMA PRIMM, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA SAN DIEGO FASHION VALLEY, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA SAN JOSE, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA SARASOTA, LLC, a
                                    Delaware limited liability company,
                                    TOMMY BAHAMA SOUTH PARK NC, LLC, a
                                    Delaware limited liability company,
                                    TOMMY BAHAMA ST. AUGUSTINE, LLC,
                                    a Delaware limited liability company,

CREDIT AGREEMENT

<PAGE>

                                    TOMMY BAHAMA TAMPA, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA TROY, LLC, a Delaware
                                    limited liability company,
                                    TOMMY BAHAMA TUCSON, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA TYSONS GALLERIA, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA WAILEA, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA WALNUT CREEK, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA WEST PALM, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA WHALERS VILLAGE, LLC,
                                    a Delaware limited liability company,
                                    TOMMY BAHAMA WOODBURY COMMON, LLC, a
                                    Delaware limited liability company,
                                    TOMMY BAHAMA WOODLANDS, LLC, a
                                    Delaware limited liability company,

                                    Tommy Bahama R&R Holdings, Inc., as sole
                                    member of each of the above-named limited
                                    liability companies

                                    By:   /s/ J. Reese Lanier, Jr.
                                        ---------------------------------------
                                    Name:  J. Reese Lanier, Jr.
                                    Title: Vice President

                                    TOMMY BAHAMA R&R TEXAS, INC., a Texas
                                    corporation

                                    By:   /s/ J. Reese Lanier, Jr.
                                        ---------------------------------------
                                    Name:  J. Reese Lanier, Jr.
                                    Title: Vice President

CREDIT AGREEMENT

<PAGE>

                                    TOMMY BAHAMA AUSTIN, L.P., a Texas
                                    limited partnership,
                                    TOMMY BAHAMA DALLAS, L.P., a Texas
                                    limited partnership,

                                    TOMMY BAHAMA R&R TEXAS, INC., as general
                                    partner of each of the above-named limited
                                    partnerships

                                    By:   /s/ J. Reese Lanier, Jr.
                                        ---------------------------------------
                                    Name:  J. Reese Lanier, Jr.
                                    Title: Vice President

                                    PIEDMONT APPAREL CORPORATION, a Delaware
                                    corporation

                                    By:      /s/ J. Reese Lanier, Jr.
                                        ---------------------------------------
                                            Name:  J. Reese Lanier, Jr.
                                            Title: Vice President

                                    Attest:  /s/ Dominic C. Mazzone
                                            -----------------------------------
                                            Name:  Dominic C. Mazzone
                                            Title: Secretary

CREDIT AGREEMENT

<PAGE>

LENDER GROUP:                       SUNTRUST BANK, as the Administrative Agent,
                                    an Issuing Bank and a Lender

                                    By:       /s/ E. Donald Besch, Jr.
                                        ----------------------------------
                                         Name:  E. Donald Besch, Jr.
                                         Title: Managing Director

CREDIT AGREEMENT

<PAGE>

                                    BANK OF AMERICA, N.A., as a Lender and an
                                    Issuing Bank

                                    By:       /s/ Douglas J. Bolt
                                        --------------------------------
                                         Name: Douglas J. Bolt
                                         Title: Vice President

                                    Credit Notice Address:

                                    Doug Bolt
                                    Vice President
                                    100 N. Tryon Street
                                    Charlotte, North Carolina  28255
                                    Telephone No.: (704) 388-7227
                                    Telecopy No.: (704) 388-8268
                                    Email:  doug.j.bolt@bankofamerica.com
                                    Administrative/Operations Notice Address:

                                    G K. Lapitan
                                    CSR II-Officer
                                    1850 Gateway Boulevard, Fifth Floor
                                    Concord, California 94520
                                    Telephone No.: (925) 675-8205
                                    Telecopy No.: (888) 969-9170
                                    g_k.lapitan@bankofamerica.com

CREDIT AGREEMENT

<PAGE>

                                    GENERAL ELECTRIC CAPITAL CORPORATION,
                                    as a Lender

                                    By:       /s/ C. Mark Smith
                                        ---------------------------------
                                         Name:  C. Mark Smith
                                         Title: Duly Authorized Signatory

                                    Credit Notice Address:

                                    Carter Burton
                                    Associate
                                    1100 Abernathy Road, Suite 900
                                    Atlanta, Georgia 30328
                                    Telephone No.: (678) 320-8934
                                    Telecopy No.: (678) 320-8902
                                    Email: carter.burton@ge.com

                                    Administrative/Operations Notice Address:

                                    Gayani Crawford
                                    Credit Administrator
                                    201 Merritt 7, P.O. Box 5201
                                    Norwalk, Connecticut 06851
                                    Telephone No.: (203) 229-5716
                                    Telecopy No.: (203) 229-5792
                                    gayani.crawford@ge.com

CREDIT AGREEMENT

<PAGE>

                                    HSBC BUSINESS CREDIT (USA) INC., as a
                                    Lender

                                    By:      /s/ Dan Bueno
                                        -------------------------
                                         Name:  Dan Bueno
                                         Title: Vice President

                                    Credit Notice Address:

                                    Dan Bueno
                                    Vice President
                                    452 Fifth Avenue, 5th Floor
                                    New York, New York 10018
                                    Telephone No.: (212) 525-2518
                                    Telecopy No.: (212) 525-2520
                                    Email: dan.r.bueno@us.hsbc.com

                                    Administrative/Operations Notice Address:

                                    Antoinette Starr
                                    Vice President
                                    1 HSBC Center
                                    Buffalo, New York 14203
                                    Telephone No.: (716) 841-6469
                                    Telecopy No.: (716) 841-5878
                                    Email: antoinette.starr@us.hsbc.com

CREDIT AGREEMENT

<PAGE>

                                    JPMORGAN CHASE BANK,
                                    as a Lender

                                    By:       /s/ James A. Knight
                                        ------------------------------
                                         Name:  James A. Knight
                                         Title: Vice President

                                    Credit Notice Address:

                                    James A. Knight
                                    Vice President
                                    1411 Broadway, 5th Floor
                                    New York, New York 10018
                                    Telephone No.: (212) 391-7679
                                    Telecopy No.: (212) 391-2102
                                    Email: james.alan.knight@jpmorgan.com

                                    Administrative/Operations Notice Address:

                                    Henrietta Chambers
                                    CSP
                                    1411 Broadway, 5th Floor
                                    Melville, New York 10018
                                    Telephone No.: (212) 391-4052
                                    Telecopy No.: (212) 391-7283
                                    Email: Henrietta.chambers@jpmorgan.com

CREDIT AGREEMENT

<PAGE>

                                    SHANGHAI COMMERCIAL BANK LTD., as a
                                    Lender and an Issuing Bank

                                    By:      /s/ Timothy Chan
                                        --------------------------------
                                         Name:  Timothy Chan
                                         Title: Vice President & Manager

                                    By:      /s/ Amy Leung
                                        ------------------------------
                                         Name:  Amy Leung
                                         Title: Vice President

                                    Credit Notice Address:

                                    Timothy Chan
                                    Vice President and Manager
                                    125 East 56th Street
                                    New York, New York 10022
                                    Telephone No.: (212) 699-2800, Ext. 228
                                    Telecopy No.: (212) 699-2819
                                    Email: scbny@shacombank.com

                                    Administrative/Operations Notice Address:

                                    Pearl Kong
                                    Assistant Vice President
                                    125 East 56th Street
                                    New York, New York 10022
                                    Telephone No.: (212) 699-2800, Ext. 216
                                    Telecopy No.: (212) 699-2818
                                    Email: scbny@shacombank.com

CREDIT AGREEMENT

<PAGE>

                                    THE CIT GROUP/COMMERCIAL SERVICES, INC.,
                                    as a Lender

                                    By:      /s/ M. Kim Carpenter
                                        -------------------------------
                                         Name:  M. Kim Carpenter
                                         Title: Vice President

                                    Credit Notice Address:

                                    William Johannesen
                                    Vice President
                                    Two Wachovia Center
                                    301 South Tryon Street
                                    Charlotte, North Carolina 28202
                                    Telephone No.: (704) 339-2901
                                    Telecopy No.: (704) 339-2910
                                    Email: william.johannesen@cit.com

                                    Administrative/Operations Notice Address:

                                    Kathryn Cooney
                                    Assistant Vice President
                                    Two Wachovia Center
                                    301 South Tryon Street
                                    Charlotte, North Carolina 28202
                                    Telephone No.: (704) 339-2937
                                    Telecopy No.: (704) 339-2210
                                    Email:  Kathryn.cooney@cit.com

CREDIT AGREEMENT

<PAGE>

                                    WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    as a Lender and an Issuing Bank

                                    By:      /s/ Shelly Rogers
                                        -------------------------------
                                         Name:  Shelly Rogers
                                         Title: Vice President

                                    Credit Notice Address:

                                    Shelley Rogers
                                    Vice President
                                    3414 Peachtree Road, Suite 500
                                    Atlanta, Georgia  30326
                                    Telephone No.: (404) 240-2585
                                    Telecopy No.: (404) 240-2589
                                    Shelley.rogers@wachovia.com

                                    Administrative/Operations Notice Address:

                                    Valessa Davis
                                    201 South College Street, CP-9
                                    Charlotte, North Carolina 28288-1183
                                    Telephone No.: (704) 715-8103
                                    Telecopy No.: (704) 715-0099
                                    Valessa.Davis@wachovia.com

CREDIT AGREEMENT

<PAGE>

                                    HSBC BANK USA, NATIONAL ASSOCIATION
                                    (formerly HSBC Bank USA), as an Issuing Bank

                                    By:           /s/ Barbara Baltar
                                        ------------------------------------
                                             Name:  Barbara Baltar
                                             Title: First Vice President

                                    Notice Address:

                                    1441 Brickell Avenue
                                    16th Floor
                                    Miami, Florida 33131
                                    Attn: Ms. Barbara Baltar
                                    Telephone No.: (305) 539-4946
                                    Telecopy No.: (305) 539-4930
                                    Email:  Barbara.baltar@us.hsbc.com

CREDIT AGREEMENT