<PAGE>   1

                                                                    EXHIBIT 10.4

                                CREDIT AGREEMENT

                            Dated as of June 29, 2001

                                      among

                             WESTPOINT STEVENS INC.
                           CERTAIN OF ITS SUBSIDIARIES

                                       AND

                              BANKERS TRUST COMPANY
                             as Administrative Agent

                                       AND

                            THE LENDERS PARTY HERETO


<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                     Page
                                                                     ----
<S>      <C>                                                         <C>

                               SECTION 1

                              DEFINITIONS

1.1      Definitions....................................................2
1.2      Accounting Terms..............................................28
1.3      Rules of Construction.........................................29

                               SECTION 2

                     AMOUNT AND TERMS OF THE LOAN

2.1      Loan..........................................................30
2.2      Making the Loan...............................................30

                               SECTION 3

                 OTHER PROVISIONS RELATING TO THE LOAN

3.1      Default Rate..................................................31
3.2      Prepayments...................................................31
3.3      Taxes.........................................................33
3.4      Compensation..................................................34
3.5      Pro Rata Treatment............................................35
3.6      Intentionally Omitted.........................................35
3.7      Payments, Computations, Etc...................................35
3.8      Evidence of Debt..............................................36

                               SECTION 4

                              CONDITIONS

4.1      Closing Conditions............................................37

                               SECTION 5

                    REPRESENTATIONS AND WARRANTIES

5.1      Financial Condition...........................................43
5.2      No Material Change............................................43
5.3      Organization and Good Standing................................43
5.4      Power; Authorization; Enforceable Obligations.................44
5.5      No Conflicts..................................................44
5.6      No Default....................................................45
5.7      Ownership.....................................................45
5.8      Indebtedness..................................................45
5.9      Litigation....................................................45
</TABLE>


                                      -i-
<PAGE>   3

<TABLE>
<S>      <C>                                                           <C>
5.10     Tax Returns, Payments and Examinations........................45
5.11     Compliance with Law...........................................46
5.12     ERISA.........................................................47
5.13     Subsidiaries..................................................48
5.14     Governmental Regulations, Etc.................................49
5.15     Purpose of Loan...............................................50
5.16     Environmental Matters.........................................50
5.17     Intellectual Property.........................................51
5.18     Solvency......................................................52
5.19     Investments...................................................52
5.20     Location of Collateral........................................52
5.21     Disclosure....................................................52
5.22     No Burdensome Restrictions....................................53
5.23     Brokers' Fees.................................................53
5.24     Labor Matters.................................................53
5.25     Senior Credit Facility........................................53

                               SECTION 6

                         AFFIRMATIVE COVENANTS

6.1      Information Covenants.........................................54
6.2      Preservation of Existence and Franchises......................60
6.3      Books and Records.............................................60
6.4      Compliance with Law...........................................61
6.5      Payment of Taxes and Other Indebtedness.......................61
6.6      Insurance.....................................................61
6.7      Maintenance of Property.......................................62
6.8      Performance of Obligations....................................63
6.9      Use of Proceeds...............................................63
6.10     Audits/Inspections............................................63
6.11     Financial Covenants...........................................63
6.12     Additional Credit Parties.....................................66
6.13     Real Estate Appraisals........................................66
6.14     Environmental Assessments.....................................67
6.15     Deposit Accounts..............................................67
6.16     Post-Closing Obligations......................................68

                               SECTION 7

                          NEGATIVE COVENANTS

7.1      Indebtedness..................................................71
7.2      Liens.........................................................73
7.3      Nature of Business............................................73
7.4      Consolidation, Merger, Dissolution, Etc.......................73
7.5      Asset Dispositions............................................75
7.6      Investments and Acquisitions..................................75
7.7      Restricted Payments...........................................77
7.8      Transactions with Affiliates..................................77
</TABLE>


                                      -ii-
<PAGE>   4

<TABLE>
<S>      <C>                                                          <C>
7.9      Fiscal Year; Organizational Documents.........................77
7.10     Limitation on Restricted Actions..............................78
7.11     Ownership of Subsidiaries.....................................79
7.12     Sale Leasebacks...............................................79
7.13     No Negative Pledges...........................................80
7.14     Operating Lease Obligations...................................81
7.15     Dividends and Other Distributions.............................81
7.16     Environmental Liabilities.....................................81
7.17     Futures Contracts.............................................82
7.18     Inactive Subsidiaries.........................................82
7.19     Existing Credit Facility......................................82

                               SECTION 8

                           EVENTS OF DEFAULT

8.1      Events of Default.............................................83
8.2      Acceleration; Remedies........................................86

                               SECTION 9

                           AGENCY PROVISIONS

9.1      Appointment, Powers and Immunities............................87
9.2      Reliance by Agent.............................................88
9.3      Defaults......................................................88
9.4      Indemnification...............................................89
9.5      Non-Reliance on Agent and Other Lenders.......................89
9.6      Successor Agent...............................................90

                              SECTION 10

                             MISCELLANEOUS

10.1     Notices.......................................................90
10.2     Right of Set-Off; Adjustments.................................91
10.3     Benefit of Agreement..........................................92
10.4     No Waiver; Remedies Cumulative................................94
10.5     Expenses; Indemnification.....................................94
10.6     Amendments, Waivers and Consents..............................96
10.7     Counterparts..................................................97
10.8     Headings......................................................97
10.9     Survival......................................................97
10.10    Governing Law; Submission to Jurisdiction; Venue..............97
10.11    Severability..................................................98
10.12    Entirety......................................................99
10.13    Binding Effect; Termination...................................99
10.14    Confidentiality...............................................99
10.15    Conflict.....................................................100
</TABLE>


                                     -iii-
<PAGE>   5

<TABLE>
<S>      <C>                                                          <C>
10.16    Payment Under Intercreditor Agreement........................100
10.17    Ratable Sharing..............................................100
</TABLE>

                                    SCHEDULES

<TABLE>
<S>                     <C>
Schedule 1.1A           Liens
Schedule 1.1B           Subsidiary Guarantors
Schedule 2.1(a)         Address of Lenders
Schedule 4.1(d)(i)      Form of Legal Opinion (Weil, Gotshal & Manges LLP)
Schedule 4.1(d)(ii)     Form of Legal Opinion (Local Collateral Counsel)
Schedule 5.4            Required Consents, Authorizations,
                            Notices and Filings
Schedule 5.9            Litigation
Schedule 5.10           Taxes
Schedule 5.12           ERISA
Schedule 5.13           Subsidiaries
Schedule 5.16           Environmental Disclosures
Schedule 5.17           Intellectual Property
Schedule 5.20(a)        Mortgaged Properties
Schedule 5.20(b)        Collateral Locations
Schedule 5.20(c)        Chief Executive Offices/Principal Places of Business
Schedule 5.24           Labor Matters
Schedule 6.6            Insurance
Schedule 7.1            Indebtedness
Schedule 7.9            Changes in Capital Stock
</TABLE>

                                    EXHIBITS

<TABLE>
<S>                     <C>
Exhibit A               Lenders
Exhibit 2.2             Form of Notice of Loan
Exhibit 2.2(e)          Form of Note
Exhibit 4.1             Collateral Value Certificate
Exhibit 6.1(c)          Form of Officer's Compliance Certificate
Exhibit 6.12            Form of Joinder Agreement
Exhibit 10.3(b)         Form of Assignment and Acceptance
</TABLE>


                                      -iv-
<PAGE>   6

                                CREDIT AGREEMENT

                  THIS CREDIT AGREEMENT, dated as of June 29, 2001 (as amended,
modified, restated or supplemented from time to time, this "Agreement"), is by
and among WESTPOINT STEVENS INC., a Delaware corporation (the "Borrower"), the
Lenders (as defined herein) and BANKERS TRUST COMPANY, as Agent for the Lenders
(in such capacity, the "Agent" or the "Administrative Agent").

                                   WITNESSETH:

                  WHEREAS, on or about June 9, 1998, the Borrower, NationsBank,
N.A., as administrative agent, and certain lending institutions entered into
that Second Amended and Restated Credit Agreement (as heretofore amended by the
letter agreement dated June 10, 1998, the First Amendment to the Credit
Agreement dated as of July 31, 1998, the Second Amendment to the Credit
Agreement dated as of May 20, 1999, the Third Amendment to the Credit Agreement
dated as of May 30, 2000, the Fourth Amendment to the Credit Agreement dated as
of December 31, 2000, the Fifth Amendment to the Credit Agreement dated as of
March 26, 2001, the Amendment Agreement dated as of June 29, 2001 and by
separate letter agreements dated June 30, 1998, October 7, 1998, March 16, 1999,
August 31, 1999 and November 15, 1999, as so amended, the "Existing Credit
Agreement"), pursuant to which such lending institutions agreed to make certain
loans and extensions of credit to the Borrower; and

                  WHEREAS, the Borrower desires to supplement the borrowings
under the Existing Credit Agreement to provide for a term loan facility as
provided herein.

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


<PAGE>   7

                                      -2-

                                    SECTION 1

                                   DEFINITIONS

         1.1      Definitions.

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

                  "Acquisition," by any Person, means the acquisition by such
Person of the Capital Stock or all or substantially all of the Property of
another Person, whether or not involving a merger or consolidation with such
Person.

                  "Acquisition Consideration" means with respect to any
Acquisition permitted by Section 7.6(b), the aggregate purchase price paid in
connection with such acquisition minus the sum of (i) any Indebtedness that was
assumed or incurred in connection with such Acquisition to the extent such
Indebtedness is permitted by Section 7.1, plus (ii) any proceeds from the
issuance by the Borrower of Capital Stock that are used to pay all or part of
the purchase price of such Acquisition or the value of any Capital Stock issued
to the seller in connection with such Acquisition; provided that the Borrower
issues such Capital Stock concurrently with the closing of such Acquisition.

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

                  "Additional Permitted Receivables Financing Amount" means the
maximum amount by which the committed amount of any Expanded Permitted
Receivables Financing exceeds at any time $160,000,000.

                  "Affiliate" means, with respect to any Person, any other
Person (i) directly or indirectly controlling or controlled by or under direct
or indirect common control with such Person or (ii) directly or indirectly
owning or holding five percent (5%) or more of the Capital Stock in such Person.
For purposes of this definition, "control" when used with respect to any Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
<PAGE>   8

                                      -3-


                  "Agent" or "Administrative Agent" shall have the meaning
assigned to such term in the heading hereof, together with any successors or
assigns.

                  "Aggregate Amounts Due" shall have the meaning ascribed to
such term in Section 10.17.

                  "Annual Budget" shall have the meaning ascribed to such term
in Section 6.1(d).

                  "Applicable Lending Office" means, for each Lender, the office
of such Lender (or of an Affiliate of such Lender) as such Lender may from time
to time specify to the Agent and the Borrower by written notice as the office by
which its Loan is made and maintained.

                  "Asset Disposition" means the disposition of any or all of the
Property (including without limitation the Capital Stock of a Subsidiary) of any
Consolidated Party whether by sale, lease, transfer or otherwise (including
pursuant to any casualty or condemnation event). The term "Asset Disposition"
shall not include (i) the sale of inventory in the ordinary course of business,
or (ii) the sale or disposition of machinery and equipment no longer used or
useful in the conduct of such Person's business.

                  "Balance Sheet Debt" means all Funded Indebtedness of the
Borrower and the other Consolidated Parties less any amount of any Indebtedness
incurred and outstanding in relation to the Permitted Receivables Financing, any
Guaranty Obligations and any Letters of Credit under the Existing Credit
Facility (to the extent any such Indebtedness would otherwise constitute Funded
Indebtedness).

                  "Bank" shall have the meaning assigned to such term in the
Existing Credit Agreement.

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

                  "Bankruptcy Event" means, with respect to any Person, the
occurrence of any of the following with respect to such Person: (i) a court or
governmental agency having jurisdiction shall enter a decree or order for relief
in respect of such Person in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee,
<PAGE>   9

                                      -4-


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

                  "Borrower" means WestPoint Stevens Inc., a Delaware
corporation, together with any permitted successors and assigns.

                  "Business Day" means a day other than a Saturday, Sunday or
other day on which commercial lenders in New York, New York are authorized or
required by law to close.

                  "Calculation Date" means the date that is five Business Days
after the date by which the Credit Parties are required to provide the officer's
certificate in accordance with the provisions of Section 6.1(c) for the most
recently ended fiscal quarter of the Consolidated Parties.

                  "Capital Expenditures" means, without duplication, with
respect to any Credit Party any amounts expended or incurred for any purchase or
other acquisition for value of any asset that is classified on a balance sheet
of such Credit Party prepared in accordance with GAAP as a fixed or capital
asset or capital expenditure.

                  "Capital Lease" means, as applied to any Person, any lease of
any Property (whether real, personal or mixed) by that Person as lessee that, in
accordance with GAAP, is or should be
<PAGE>   10

                                      -5-


accounted for as a capital lease on the balance sheet of that Person.

                  "Capital Stock" means (i) in the case of a corporation,
capital stock, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of capital stock, (iii) in the case of a partnership, partnership
interests (whether general or limited), (iv) in the case of a limited liability
company, membership interests and (v) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

                  "Change of Control" means the occurrence of any of the
following events: (a) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a person shall be deemed to have "beneficial ownership" of all securities that
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 50% of the Voting Stock of the Borrower; or (b) the Borrower consolidates
with, or merges with or into, another person or sells, assigns, conveys,
transfers, leases or otherwise disposes of all or substantially all of its
assets to any person or any person consolidates with, or merges with or into,
the Borrower, in any such event pursuant to a transaction in which the
outstanding Voting Stock of the Borrower is converted into or exchanged for
cash, securities, or other property, other than any such transaction where (i)
the outstanding Voting Stock of the Borrower is converted into or exchanged for
(1) Voting Stock (other than Disqualified Stock) of the surviving or transferee
corporation or its parent corporation and/or (2) cash, securities and other
property in an amount which could be paid by the Borrower as a Restricted
Payment and (ii) immediately after such transaction no "person" or "group" (as
such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a person shall be deemed to have a "beneficial ownership" of all
securities that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total Voting Stock of the surviving or
transferee corporation or its parent corporation, as applicable; or (c) during
any consecutive two-year period, individuals who at the beginning of such period
constituted the board of directors of the Borrower
<PAGE>   11

                                      -6-


(together with any new directors whose election by such board or whose
nomination for election by the stockholders of the Borrower was approved by a
vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of such board then in office.

                  "Closing Date" means the date hereof.

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

                  "Collateral" means a collective reference to the collateral
that is identified in, and at any time will be covered by, the Collateral
Documents.

                  "Collateral Documents" has the meaning ascribed to such term
in the Collateral Security Agreement.

                  "Collateral Security Agreement" means that certain Collateral
Security Agreement dated as of the date hereof executed by and among the
Borrower, the Subsidiary Guarantors and the Administrative Agent, as the same
may be amended from time to time.

                  "Consolidated Current Assets" means, with respect to the
Consolidated Parties, as at the time any determination thereof is to be made,
the amount, without duplication, that is classified on a balance sheet of the
Consolidated Parties as current assets in accordance with GAAP (excluding cash
and cash equivalents).

                  "Consolidated Current Liabilities" means, with respect to the
Consolidated Parties, as at the time any determination thereof is to be made,
the amount, without duplication, that is classified on a balance sheet of the
Consolidated Parties as current liabilities in accordance with GAAP (excluding
current maturities of long term debt, Indebtedness outstanding under the Credit
Documents and the Existing Credit Agreement, other short term Funded
Indebtedness permitted by this Agreement and liabilities for federal income
taxes).

                  "Consolidated EBITDA" means, for any period, the sum of (i)
Consolidated Net Income (or Consolidated Net Loss) for
<PAGE>   12

                                      -7-


such period, plus (ii) an amount that, in the determination of Consolidated Net
Income (or Consolidated Net Loss) for such period, has been deducted for (A)
Consolidated Interest Expense, (B) total federal, state, local and foreign
income, value added and similar taxes and (C) depreciation and amortization
expense, including, without limitation, amortization of deferred financing fees
and expenses, all as determined in accordance with GAAP on a consolidated basis.

                  "Consolidated Interest Expense" means, for any period,
interest expense (excluding the amortization of debt discount and premium, the
interest component under Capital Leases and the implied interest component under
Permitted Receivables Financings and Synthetic Leases) of the Consolidated
Parties on a consolidated basis for such period, as determined in accordance
with GAAP.

                  "Consolidated Net Income" and "Consolidated Net Loss" mean,
respectively, for any period, the aggregate net income (or net loss) of the
Consolidated Parties on a consolidated basis, as determined in accordance with
GAAP. There shall be excluded in computing Consolidated Net Income and
Consolidated Net Loss, to the extent otherwise included therein, (i) any gain or
loss that is treated as an extraordinary item under GAAP and any gain or loss
from the sale of any asset other than a sale in the ordinary course of business,
(ii) the income or loss of any Person (other than a Subsidiary which is a
Consolidated Party) in which any other Person (other than the Borrower or any of
its Subsidiaries which is a Consolidated Party) has a joint interest, except to
the extent of the amount of dividends or other distributions actually paid to
the Borrower or any of its Subsidiaries which is a Consolidated Party by such
Person during such period, (iii) the income or loss of any Person accrued prior
to the date it becomes a Subsidiary of the Borrower or is merged into or
consolidated with the Borrower or any of the other Consolidated Parties or that
Person's assets are acquired by the Borrower or any of the other Consolidated
Parties, (iv) the income of any Consolidated Party other than the Borrower to
the extent that the declaration or payment of dividends or similar distributions
by such Consolidated Party of that income is not at the time permitted by
operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to such
Consolidated Party (the only such restrictions as of the date hereof being those
imposed by the corporate law of any such Subsidiary's state of incorporation),
(v) the amortization of Excess Reorganization Value during such period as
<PAGE>   13

                                      -8-


determined in accordance with GAAP and (vi) the 2000 Restructuring Charge.

                  "Consolidated Net Worth" means, as of any date, all amounts
which would be included under stockholders' equity on a balance sheet of the
Borrower and the Consolidated Parties determined as at such date on a
consolidated basis in accordance with GAAP. There shall be excluded in computing
Consolidated Net Worth (a) the amortization of Excess Reorganization Value since
January 1, 1993 as determined in accordance with GAAP, (b) the effect of the
Restructuring Charge, adjusted to reflect the tax effect of such charge, (c) any
non-cash minimum pension liability adjustment determined in accordance with
GAAP, without giving effect to any adjustment for minority interest in the cases
of clauses (a) and (b) above, (d) the effect of the after-tax write-off of
deferred financing fees and expenses related to the Original Credit Agreement
(and each amendment or restatement thereof, including the 1994 Credit Agreement
and the Existing Credit Agreement), (e) the after-tax extraordinary expenses in
1998 and 1999 associated with the refinancing of the Borrower's 8-3/4% senior
notes, its 9-3/8% senior subordinated debentures, its 9% sinking fund debentures
and the Permitted Receivables Financing, and (f) the effect of the 2000
Restructuring Charge.

                  "Consolidated Parties" means a collective reference to the
Borrower and its Subsidiaries, and "Consolidated Party" means any one of them.

                  "Credit Documents" means a collective reference to this
Agreement, the Notes, the Collateral Security Agreement, each Joinder Agreement,
the Collateral Documents, the Intercreditor Agreement and all other related
agreements and documents issued or delivered hereunder or thereunder or pursuant
hereto or thereto (in each case as the same may be amended, modified, restated,
supplemented, extended, renewed or replaced from time to time), and "Credit
Document" means any one of them.

                  "Credit Parties" means a collective reference to the Borrower
and the Guarantors, and "Credit Party" means any one of them.

                  "Credit Party Obligations" means, without duplication, all of
the obligations of the Credit Parties to the Lenders and/or the Agent, whenever
arising, under this Agreement, the Notes, the Collateral Documents or any of the
other Credit Documents (including, but not limited to, any interest accruing
<PAGE>   14

                                      -9-


after the occurrence of a Bankruptcy Event with respect to any Credit Party,
regardless of whether such interest is an allowed claim under the Bankruptcy
Code).

                  "Current Ratio" means, with respect to the Consolidated
Parties, as at the time any determination thereof is to be made, a ratio the
numerator of which shall be Consolidated Current Assets and the denominator of
which shall be Consolidated Current Liabilities.

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

                  "Designated Amount" shall have the meaning assigned thereto in
Section 6.16.

                  "Disqualified Stock" means, with respect to any Person, any
Capital Stock of such Person that, by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable), or upon the
happening of any event, matures or is mandatorily redeemable (in each case,
other than into common stock of the Borrower), pursuant to a sinking fund
obligation or otherwise, or is exchangeable for Indebtedness, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
final maturity date of the specified security. Notwithstanding the foregoing, in
no event shall Capital Stock that is considered Disqualified Stock solely by
reason of such Capital Stock being convertible at the option of the holder of
such Capital Stock into other Capital Stock (other than Disqualified Stock)
constitute Disqualified Stock.

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

                  "Domestic Subsidiary" means, with respect to any Person, any
Subsidiary of such Person that is incorporated or organized under the laws of
any State of the United States or the District of Columbia.

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
Lender; (iii) a finance company, insurance company or other financial
institution or fund (whether a corporation, partnership or other entity) having
total assets in excess of $100,000,000 that is engaged in making, purchasing or
otherwise investing in commercial loans in the ordinary course of its business;
(iv) an insurance company, mutual fund or other
<PAGE>   15

                                      -10-


entity which is regularly engaged in making, purchasing or investing in loans or
securities or other financial institution organized under the laws of the United
States, or any state thereof, with assets, or assets under management, of at
least $100.0 million; (v) any entity (other than a natural person) which is an
"accredited investor" (as defined in Regulation D under the United States
Securities Act of 1933, as amended) which extends credit or buys loans as one of
its businesses including, but not limited to, insurance companies, mutual funds
and investment funds; and (vi) any other Person approved by the Agent (which
consent will not be unreasonably withheld or delayed); provided, however, that
neither the Borrower nor any other Credit Party nor an Affiliate of the Borrower
or any other Credit Party shall qualify as an Eligible Assignee.

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

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

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

                  "ERISA Event" means (i) with respect to any Plan, the
occurrence of a Reportable Event or the substantial cessation of operations
(within the meaning of Section 4062(e) of ERISA); (ii) the withdrawal by any
Consolidated Party or any ERISA Affiliate from a Multiple Employer Plan during a
plan year in which it was a substantial employer (as such term is defined in
<PAGE>   16

                                      -11-


Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan;
(iii) the distribution of a notice of intent to terminate or the actual
termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (iv) the
institution of proceedings to terminate or the actual termination of a Plan by
the PBGC under Section 4042 of ERISA; (v) any event or condition which might
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan; (vi) the complete or partial
withdrawal of any Consolidated Party or any ERISA Affiliate from a Multiemployer
Plan; (vii) the conditions for imposition of a lien under Section 302(f) of
ERISA exist with respect to any Plan; or (viii) the adoption of an amendment to
any Plan requiring the provision of security to such Plan pursuant to Section
307 of ERISA.

                  "Event of Default" shall have the meaning as defined in
Section 8.1.

                  "Excess Reorganization Value" means the aggregate of (i) the
excess of the reorganization value over the value of identifiable assets
calculated in connection with Valley's adoption of "Fresh Start" reporting in
connection with Valley's bankruptcy reorganization in September 1992, which
required Valley to record its assets and its liabilities at their fair values as
of September 30, 1992, and (ii) the excess of the consideration paid for the
Minority Shares in WPP over the carrying value of the Minority Shares at the
date such consideration is paid.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Excluded Asset Disposition" means (i) the sale, conveyance or
other contribution of applicable Transferred Assets by Finco or any Consolidated
Party as part of any Permitted Receivables Financing, (ii) any Asset Disposition
by any Consolidated Party to any Credit Party other than the Borrower if the
Credit Parties shall cause to be executed and delivered such documents,
instruments and certificates as the Agent may request so as to cause the Credit
Parties to be in compliance with the terms of Sections 2.2 and 2.3 of the
Collateral Security Agreement, (iii) any sale or other disposition of Excluded
Property (as defined in the Collateral Security Agreement) and the sale of
approximately 34 acres of undeveloped land of the Borrower in Opelika, Alabama,
and (iv) the sale, conveyance or other disposition of such other assets in other
transactions provided that the aggregate consideration received in all such
<PAGE>   17

                                      -12-


other transactions by any Consolidated Party does not exceed $800,000 in the
aggregate during any fiscal year of the Borrower and after giving effect to such
Asset Disposition; provided, however, in each instance referred to in subsection
(iv) hereof, (a) after giving effect to such Asset Disposition, no Default or
Event of Default exists, and (b) the aggregate consideration received by the
Consolidated Parties in connection with such Asset Disposition shall be
reasonably equivalent in value to the properties sold, conveyed or otherwise
disposed of.

                  "Excluded Deposit Accounts" has the meaning ascribed to such
term in Section 6.15 hereto.

                  "Executive Officer" of any Person means any of the chief
executive officer, chief operating officer, president, vice president, chief
financial officer, treasurer or controller of such Person.

                  "Existing Credit Agreement" shall have the meaning given to
such term in the recitals hereof.

                  "Expanded Permitted Receivables Financing" means any Permitted
Receivables Financing the committed amount of which is in excess of $160,000,000
at any time.

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

                  "Finco" means WPS Receivables Corporation, a Delaware
corporation, and any subsidiaries of WPS Receivables Corporation that purchase
Transferred Assets from Finco pursuant to the Permitted Receivables Financing.

                  "First Lien Indebtedness" has the meaning ascribed to such
term in the Intercreditor Agreement.
<PAGE>   18

                                      -13-


                  "Foreign Subsidiary" means, with respect to any Person, any
Subsidiary of such Person that is not a Domestic Subsidiary of such Person.

                  "Funded Indebtedness" means, with respect to any Person,
without duplication, (a) all Indebtedness of such Person other than Indebtedness
of the types referred to in clause (e), (f), (g) and (i) of the definition of
"Indebtedness" set forth in this Section 1.1, (b) all Indebtedness of another
Person of the type referred to in clause (a) above secured by (or for which the
holder of such Funded Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on, or payable out of the proceeds of
production from, Property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed, (c) all Guaranty Obligations of
such Person with respect to Indebtedness of the type referred to in clause (a)
above of another Person and (d) Indebtedness of the type referred to in clause
(a) above of any partnership or unincorporated joint venture in which such
Person is a general partner or a joint venturer. For the avoidance of doubt, the
Permitted Receivables Financing shall constitute Funded Indebtedness for the
purposes hereof.

                  "GAAP" means generally accepted accounting principles in the
United States applied on a consistent basis and subject to the terms of Section
1.2.

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

                  "Guarantors" means a collective reference to each of the
Subsidiary Guarantors, together with their successors and permitted assigns, and
"Guarantor" means any one of them.

                  "Guaranty Obligations" means, with respect to any Person,
without duplication, any obligations of such Person (other than endorsements in
the ordinary course of business of negotiable instruments for deposit or
collection) guaranteeing or intended to guarantee any Indebtedness of any other
Person in any manner, whether direct or indirect, and including without
limitation any obligation, whether or not contingent, (i) to purchase any such
Indebtedness or any Property constituting security therefor, (ii) to advance or
provide funds or other support for the payment or purchase of any such
Indebtedness or to maintain working capital, solvency or other balance sheet
condition of such other Person (including without limitation keep well
agreements, maintenance agreements, comfort letters
<PAGE>   19

                                      -14-


or similar agreements or arrangements) for the benefit of any holder of
Indebtedness of such other Person, (iii) to lease or purchase Property,
securities or services primarily for the purpose of assuring the holder of such
Indebtedness, or (iv) to otherwise assure or hold harmless the holder of such
Indebtedness against loss in respect thereof. The amount of any Guaranty
Obligation hereunder shall (subject to any limitations set forth therein) be
deemed to be an amount equal to the outstanding principal amount (or maximum
principal amount, if larger) of the Indebtedness in respect of which such
Guaranty Obligation is made.

                  "Hedging Agreements" has the meaning ascribed to such term in
the Existing Credit Agreement.

                  "Inactive Subsidiaries" means any Subsidiary of the Borrower
as of the Closing Date that does not engage in any business activity or own any
asset or assets (including Capital Stock of another Person) with an aggregate
fair market value in excess of $500,000 and does not have any Subsidiary that
engages in any business activity or owns any Property (including Capital Stock
of another Person) with an aggregate fair market value in excess of $500,000.

                  "Indebtedness" means, with respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to Property purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered into
in the ordinary course of business), (d) all obligations of such Person issued
or assumed as the deferred purchase price of Property or services purchased by
such Person (other than trade debt incurred in the ordinary course of business
and due within six months of the incurrence thereof) that would appear as
liabilities on a balance sheet of such Person, (e) all obligations of such
Person under take-or-pay or similar arrangements or under commodities
agreements, (f) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on, or payable out of the proceeds of production from,
Property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed, (g) all Guaranty Obligations of such Person,
(h) the principal portion of all obligations of such Person under Capital
Leases, (i) all obligations of such Person
<PAGE>   20

                                      -15-


under Hedging Agreements, (j) the maximum amount of all standby letters of
credit issued or bankers' acceptances facilities created for the account of such
Person and, without duplication, all drafts drawn thereunder (to the extent
unreimbursed), (k) all preferred Capital Stock issued by such Person and that by
the terms thereof could be (at the request of the holders thereof or otherwise)
subject to mandatory sinking fund payments, redemption or other acceleration,
and (l) the principal portion of all obligations of such Person under Synthetic
Leases.

                  "Intellectual Property" shall have the meaning assigned to
such term in Section 5.17.

                  "Intercreditor Agreement" means that certain Intercreditor and
Lien Subordination Agreement dated as of the date hereof executed by and among
the Credit Parties, the Senior Collateral Trustee, the Lenders and the Agent, as
amended, modified, restated or supplemented from time to time in accordance with
the provisions thereof.

                  "Interest Coverage Ratio" means, with respect to the
Consolidated Parties on a consolidated basis for the twelve month period ending
on the last day of any fiscal quarter of the Consolidated Parties, the ratio of
(a) Consolidated EBITDA during the four (4) fiscal quarters ended at the end of
each fiscal quarter to (b) Consolidated Interest Expense for such period.

                  "Interest Payment Date" means the last Business Day of each
calendar quarter, the date of any prepayment of principal of the Loan and the
Maturity Date.

                  "Investment" in any Person means (a) the acquisition (whether
for cash, property, services, assumption of Indebtedness, securities or
otherwise) of assets, Capital Stock, bonds, notes, debentures, partnership,
joint ventures or other ownership interests or other securities of such other
Person or (b) any deposit with, or advance, loan or other extension of credit
to, such Person (other than deposits made in connection with the purchase of
equipment or other assets in the ordinary course of business) or (c) any other
capital contribution to or investment in such Person, including, without
limitation, any Guaranty Obligations (including any support for a letter of
credit issued on behalf of such Person) incurred for the benefit of such Person,
but excluding any Restricted Payment to such Person.
<PAGE>   21

                                      -16-


                  "Joinder Agreement" means a Joinder Agreement substantially in
the form of Exhibit 6.12 hereto, executed and delivered by an Additional Credit
Party in accordance with the provisions of Section 6.12.

                  "Lender" means any of the Persons identified as a "Lender" on
the signature pages hereto, and any Person that may become a Lender by way of
assignment in accordance with the terms hereof, together with their successors
and permitted assigns.

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

                  "Loan" shall have the meaning assigned to such term in Section
2.1.

                  "Material Adverse Effect" means a material adverse effect on
(i) the condition (financial or otherwise), operations, business, assets, or
liabilities of the Consolidated Parties taken as a whole, (ii) the ability of
any Credit Party to perform any material obligation under the Credit Documents
to which it is a party or (iii) the material rights and remedies of the Lenders
under the Credit Documents.

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

                  "Maturity Date" means February 28, 2005.

                  "Merger" means the merger consummated on December 10, 1993
pursuant to which WPP was merged with and into Valley, with Valley as the
surviving corporation.

                  "Minority Shares" means the minority-owned common stock of WPP
that was converted into a right of the holders
<PAGE>   22

                                      -17-


of such shares to receive $46 per share in connection with and by operation of
the Merger.

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

                  "Mortgage Instruments" shall have the meaning assigned such
term in Section 6.16.

                  "Mortgage Policies" shall have the meaning assigned such term
in Section 6.16.

                  "Mortgaged Properties" shall have the meaning assigned such
term in Section 6.16.

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

                  "Multiple Employer Plan" means a Plan that any Consolidated
Party or any ERISA Affiliate and at least one employer other than the
Consolidated Parties or any ERISA Affiliate are contributing sponsors.

                  "Net Cash Proceeds" means the aggregate cash proceeds received
by the Consolidated Parties in respect of any Asset Disposition net of (a)
direct costs (including, without limitation, legal, accounting and investment
banking fees, and sales commissions) and (b) taxes paid or payable as a result
thereof; it being understood that "Net Cash Proceeds" shall include, without
limitation, any cash received upon the sale or other disposition of any non-cash
consideration received by the Consolidated Parties in any Asset Disposition.

                  "Net Offering Proceeds" mean the proceeds received from the
incurrence of any Funded Indebtedness or the issuance of any Capital Stock, net
of the actual liabilities for reasonably anticipated cash taxes in connection
with such issuance or incurrence, if any, any underwriting, brokerage and other
customary selling commissions incurred in connection with such issuance or
incurrence, and reasonable legal, advisory and other fees and expenses,
including title and recording tax expenses, if any, incurred in connection with
such issuance or incurrence.

                  "1994 Credit Agreement" shall have the meaning assigned to
such term in the Existing Credit Agreement.
<PAGE>   23

                                      -18-


                  "Note" or "Notes" shall mean a promissory note substantially
in the form of Exhibit 2.2(e).

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

                  "Original Credit Agreement" shall have the meaning assigned to
such term in the Existing Credit Agreement.

                  "Other Taxes" shall have the meaning assigned to such term in
Section 3.3.

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

                  "Permitted Investments" means (i) any evidence of
indebtedness, maturing not more than one year after the date of issue,
issued by the United States of America or any instrumentality or agency thereof
the principal, interest and premium, if any, of which is guaranteed fully by,
or backed by the full faith and credit of, the United States of America, (ii)
any certificate of deposit, maturing not more than one year after the date of
purchase, issued by a commercial banking institution which is a member of the
Federal Reserve System or a Schedule A Canadian bank which institution or bank
has a combined capital and surplus and undivided profits of not less than
$200,000,000 (based, if applicable, on the prevailing exchange rate for the
applicable currency), (iii) overnight time deposits with any Japanese, European
or Schedule A Canadian bank which bank has a combined capital and surplus and
undivided profits of not less than $200,000,000 (based on the prevailing
exchange rate for the applicable currency), (iv) commercial paper, maturing not
more than 120 days after the date of purchase, issued by a corporation (other
than the Borrower or any Subsidiary of the Borrower or any of their respective
Affiliates) organized and existing under the laws of any state within the
United States of America with a rating, at the time as of which any
determination thereof is to be made, of "P-1" (or higher) according to Moody's
or "A-1" (or higher) according to S&P, (v) shares or other evidences of
participation in any mutual fund which invests exclusively in one or more of
the foregoing and (vi) demand deposits with any bank or trust company which has
a combined capital and  surplus and undivided profits of not less than
$200,000,000 and any other demand
<PAGE>   24

                                      -19-


deposits maintained in the ordinary course of business (A) not in excess of
$100,000 at any one bank and (B) for payroll purposes at any Bank or Affiliate
of any Bank.

                  "Permitted Liens" means:

         (i)      Liens created pursuant to the Collateral Security Agreement
         and the other Collateral Documents, together with the Liens granted to
         the Lenders and/or the Agent pursuant to this Agreement or any other
         Credit Documents in favor of the Agent to secure the Credit Party
         Obligations, and Liens in favor of the Senior Collateral Trustee
         securing First Lien Indebtedness;

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

         (iii)    statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and suppliers and other Liens
         imposed by law or pursuant to customary reservations or retentions of
         title arising in the ordinary course of business, provided that (A)
         such Liens secure only amounts not yet due and payable or, if due and
         payable, are unfiled and no other action has been taken to enforce the
         same or are being contested in good faith by appropriate proceedings
         for which adequate reserves determined in accordance with GAAP have
         been established (and as to which the Property subject to any such Lien
         is not yet subject to foreclosure, sale or loss on account thereof),
         and (B) such obligations do not exceed $10,000,000 in the aggregate at
         any one time outstanding;

         (iv)     Liens (other than Liens created or imposed under ERISA)
         incurred or deposits made by any Consolidated Party in the ordinary
         course of business to secure the performance of tenders, statutory
         obligations, bids, leases, government contracts, surety and appeal
         bonds, performance and return-of-money bonds, fee and expense
         arrangements with trustees and fiscal agents and other similar
         obligations (exclusive of obligations for the payment of borrowed
         money); provided that full provision
<PAGE>   25

                                      -20-

         for the payment of all such obligations has been made on the books of
         such Person to the extent required by GAAP and that such obligations do
         not exceed $20,000,000 in the aggregate at any one time outstanding;

         (v)      attachment, judgment or other similar Liens arising in
         connection with court or arbitration proceedings involving individually
         and in the aggregate liability of $10,000,000 or less at any one time,
         provided the same are discharged, or that execution or enforcement
         thereof is stayed pending appeal, within 60 days or, in the case of any
         stay of execution or enforcement pending appeal, within such lesser
         time during which such appeal may be taken;

         (vi)     such imperfections of title, covenants, restrictions,
         easements, rights-of-way, minor defects or irregularities in title and
         encumbrances on real property that in each case do not arise out of the
         incurrence of Funded Indebtedness and that do not in the aggregate
         interfere with or impair in any material respect the utility,
         operation, value or marketability of the real property on which such
         Lien is imposed;

         (vii)    Liens on Property of any Person securing purchase money
         Indebtedness (including Capital Leases and Synthetic Leases) of such
         Person to the extent permitted under Section 7.1(c); provided that any
         such Lien attaches to such Property concurrently with or within 90 days
         after the acquisition thereof;

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

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

         (x)      Liens in favor of customs and revenue authorities arising as a
         matter of law to secure payment of customs duties in connection with
         the importation of goods and other Liens incurred in the ordinary
         course of business in favor of the United States of America or any
         State thereof, or any department, agency or instrumentality or
         political subdivision of the United
<PAGE>   26

                                      -21-


         States of America or any State thereof, to secure partial, progress,
         advance or other payments pursuant to any contract;

         (xi)     Liens in favor of Finco or any Receivables Financier created
         or deemed to exist in connection with a Permitted Receivables Financing
         (including any related filings of any financing statements), but only
         to the extent that any such Lien relates to the applicable Transferred
         Assets actually sold, contributed, financed or otherwise conveyed or
         pledged pursuant to such transaction;

         (xii)    Liens deemed to exist in connection with Investments in
         repurchase agreements permitted under Section 7.6;

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

         (xiv)    Liens arising or deposits made in connection with worker's
         compensation, unemployment insurance, old age pensions, social security
         and other similar benefits which are not overdue or are being contested
         in good faith by appropriate proceedings diligently pursued, provided
         that in the case of any such contest such provision for the payment of
         such Liens has been made on the books of the Person against which the
         Liens have been placed if and to the extent required by GAAP;

         (xv)     Liens incurred in the ordinary course of business to secure
         performance under cotton futures contracts in connection with
         transactions or positions in a contract for future delivery of cotton,
         provided that reserves in accordance with GAAP have been provided on
         the books of the Person who incurred such Liens;

         (xvi)    to the extent constituting a Lien, cash collateralized letters
         of credit; provided that with respect to such other letters of credit
         the aggregate amount of cash collateral shall not exceed $10,000,000 at
         any one time;

         (xvii)   Liens securing reimbursement obligations with respect to
         documentary or commercial letters of credit issued for the account of
         such Person that encumber documents and other property relating to such
         documentary
<PAGE>   27
                                      -22-

         or commercial letters of credit and the products and proceeds thereof;

         (xviii)  Liens securing obligations under Hedging Agreements relating
         to Indebtedness permitted by Section 7.1(d);

         (xix)    Liens arising under the Environmental Laws relating to
         obligations that are not due and payable which Liens do not in the
         aggregate have and could not reasonably be expected to have a Material
         Adverse Effect on the affected Properties;

         (xx)     Liens existing as of the Closing Date and set forth on
         Schedule 1.1A; provided that no such Lien shall at any time be extended
         to or cover any Property other than the Property subject thereto on the
         Closing Date; and

         (xxi)    extensions, renewals and replacements of any Lien described in
         sections (i)-(xx) above, provided that the principal amount of the
         Indebtedness secured thereby is not increased and such extension or
         renewal is limited to the Property so encumbered.

                  "Permitted Receivables Financing" means any one or more
receivables financings in which (i) Finco or any Consolidated Party (a) sells
(as determined in accordance with GAAP) any accounts receivable, notes
receivable, rights to future lease payments or residuals (collectively, together
with certain related property relating thereto and the right to collections
thereon, being the "Transferred Assets") to any Person that is not a Subsidiary
or Affiliate of the Borrower (with respect to any such transaction, the
"Receivables Financier"), (b) borrows from such Receivables Financier and
secures such borrowings by a pledge of such Transferred Assets, and/or (c)
otherwise finances its acquisition of such Transferred Assets and, in connection
therewith, conveys an interest in such Transferred Assets to the Receivables
Financier or (ii) any Consolidated Party sells, conveys or otherwise contributes
any Transferred Assets to Finco, which then (a) sells (as determined in
accordance with GAAP) any such receivables (or an interest therein) to any
Receivables Financier, (b) borrows from such Receivables Financier and secures
such borrowings by a pledge of such receivables or (c) otherwise finances its
acquisition of such receivables and, in connection therewith, conveys an
interest in such receivables to the Receivables Financier, provided that (1)
such receivables financing shall not involve any recourse to any Consolidated
Party for any reason
<PAGE>   28
                                      -23-

other than (A) repurchases of non-eligible receivables or (B) indemnifications
for losses other than credit losses related to the receivables sold in such
financing, (2) such receivables financing shall not include any Guaranty
Obligations of any Consolidated Party, (3) the Required Lenders shall be
reasonably satisfied with the structure of and documentation for any such
transaction and that the terms of such transaction, including the discount at
which receivables are sold, the term of the commitment of the Receivables
Financier thereunder and any termination events, shall be (in the good faith
understanding of the Agent) consistent with those prevailing in the market for
similar transactions involving a receivables originator/servicer of similar
credit quality and a receivables pool of similar characteristics and (4) the
documentation for such transaction shall not be amended or modified without the
prior written approval of the Required Lenders, which approval shall not be
unreasonably withheld. Without limiting the generality of the foregoing,
Permitted Receivables Financing shall include the Receivables Securitization
Facility as defined in the 1994 Credit Agreement and any refinancing thereof for
a term of one year to five years meeting the criteria set forth in this
definition. Subject to compliance with Section 7.1(f), for purposes hereof,
Permitted Receivables Financing shall include, without duplication, Expanded
Permitted Receivables Financing.

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

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

                  "Pledge Agreement" means each pledge agreement dated as of the
Closing Date in the form attached as Exhibit B to the Collateral Security
Agreement, to be executed in favor of the Agent by each of the Credit Parties
owning Capital Stock in a Subsidiary, as amended, modified, restated or
supplemented from time to time.

                  "Prime Rate" means the per annum rate of interest established
from time to time by Bank of America, N.A. as its prime rate, which rate may not
be the lowest rate of interest charged by Bank of America, N.A. to its
customers.
<PAGE>   29
                                      -24-

                  "Pro Forma Compliance Certificate" means a certificate of an
Executive Officer of the Borrower delivered to the Agent and the Lenders in
connection with (i) any merger or consolidation as referred to in Section 7.4,
(ii) any Asset Disposition as referred to in Section 7.5 or (iii) any
Acquisition pursuant to Section 7.6(b), as applicable, and containing detailed
calculations (reasonably satisfactory in form and content to the Agent) giving
effect to the applicable transaction on a pro forma basis, of the financial
covenants set forth in Section 6.11 hereof as of the most recent fiscal quarter
end preceding the date of the applicable transaction with respect to which the
Agent shall have received the Required Financial Information.

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

                  "Receivables Financier" shall have the meaning assigned to
such term in the definition of "Permitted Receivables Financing" set forth in
this Section 1.1.

                  "Register" shall have the meaning given such term in Section
10.3(c).

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

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

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

                  "Required Financial Information" means, with respect to the
applicable Calculation Date, (i) the financial statements of the Consolidated
Parties required to be delivered pursuant to Section 6.1(a) or (b) for the
fiscal period or quarter ending as of such Calculation Date, and (ii) the
certificate of the chief financial officer of the Borrower required by Section
6.1(c) to be delivered with the financial statements described in clause (i)
above.
<PAGE>   30
                                      -25-

                  "Required Lenders" means, at any time, Lenders holding in the
aggregate at least 51% of the outstanding Loans.

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

                  "Restricted Debt Payment" means any purchase, prepayment,
redemption or other acquisition or retirement for value of (a) any Indebtedness
of the Borrower under the Senior Notes or the Senior Note Indentures, or (b) any
other Funded Indebtedness (other than Credit Party Obligations and Indebtedness
under the Existing Credit Agreement) of any of the Consolidated Parties.

                  "Restricted Equity Payment" means any dividend or other
payment or distribution, direct or indirect, on account of any shares of any
class of Capital Stock of any Consolidated Party, now or hereafter outstanding
(including without limitation any payment in connection with any merger or
consolidation involving any Consolidated Party), or to the direct or indirect
holders of any shares of any class of Capital Stock of any Consolidated Party,
now or hereafter outstanding, in their capacity as such (other than dividends or
distributions payable in the same class of Capital Stock of the applicable
Person) or to any Credit Party (directly or indirectly through Subsidiaries).

                  "Restricted Payment" means a Restricted Debt Payment or a
Restricted Equity Payment.

                  "Restructuring Charge" means the $200 million charge ($124
million after related income tax benefits) to WPP's operating expense recorded
in the third fiscal quarter of fiscal year 1993, which charge relates to (a) the
closing and consolidation of certain facilities, (b) the write-off of certain
equipment that will be replaced with modern and more efficient equipment and (c)
severance, outplacement and other costs associated with plant closures and
overhead reductions.

                  "S&P" means Standard & Poor's Ratings Group, a division of
McGraw Hill, Inc., or any successor or assignee of the business of such division
in the business of rating securities.
<PAGE>   31
                                      -26-

                  "Sale and Leaseback Transaction" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to any Consolidated Party of any Property, whether owned by such
Consolidated Party as of the Closing Date or later acquired, which has been or
is to be sold or transferred by such Consolidated Party to such Person or to any
other Person from whom funds have been, or are to be, advanced by such Person on
the security of such Property.

                  "Senior Collateral Trustee" has the meaning ascribed to such
term in the Intercreditor Agreement.

                  "Senior Note Indentures" means the indentures between the
Borrower and The Bank of New York, as trustee, each dated as of June 9, 1998,
and pursuant to which the Senior Notes have been issued, as amended, modified or
supplemented from time to time, together with any refinancing or replacement
thereof.

                  "Senior Notes" means the senior notes due 2005 and the senior
notes due 2008 issued in registered form under the Senior Note Indentures, which
notes in the aggregate evidence approximately $1.0 billion of Indebtedness of
the Borrower as of the Closing Date.

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

                  "Solvent" or "Solvency" means, with respect to any Person as
of a particular date, that on such date (i) such Person is able to realize upon
its assets and pay its debts and other liabilities, contingent obligations and
other commitments as they mature in the normal course of business, (ii) such
Person does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's ability to pay as such debts and liabilities
mature in their ordinary course, (iii) such Person is not engaged in a business
or a transaction, and is not about to engage in a business or a transaction, for
which such Person's Property would constitute unreasonably small capital after
giving due consideration to the prevailing practice in the industry in which
such Person is engaged or is to engage, (iv) the fair value of the Property of
such Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person and (v) the present fair
salable value of the assets of such Person is not less than the amount that will
be required to pay the probable liability of such Person on its debts as
<PAGE>   32
                                      -27-

they become absolute and matured. In computing the amount of contingent
liabilities at any time, it is intended that such liabilities will be computed
at the amount which, in light of all the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability.

                  "Subsidiary" means, as to any Person at any time, (a) any
corporation more than 50% of whose Capital Stock of any class or classes having
by the terms thereof ordinary voting power to elect a majority of the directors
of such corporation (irrespective of whether or not at such time, any class or
classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at such time owned by such Person directly
or indirectly through Subsidiaries, and (b) any partnership, association, joint
venture or other entity of which such Person directly or indirectly through
Subsidiaries owns at such time more than 50% of the Capital Stock. For purposes
of this Agreement, except as otherwise specified herein, neither Finco nor WPSI
Inc. shall be treated as a Subsidiary of the Borrower.

                  "Subsidiary Guarantors" means each of the Domestic
Subsidiaries other than the Inactive Subsidiaries, being identified as a
"Subsidiary Guarantor" on Schedule 1.1B hereto, and each Additional Credit Party
which may hereafter execute a Joinder Agreement, together with their successors
and permitted assigns, and "Subsidiary Guarantor" means any one of them.

                  "Synthetic Lease" means any synthetic lease, tax retention
operating lease, off-balance sheet loan or similar off-balance sheet financing
product where such transaction is considered borrowed money indebtedness for tax
purposes but is classified as an Operating Lease.

                  "Taxes" shall have the meaning assigned to such term in
Section 3.3.

                  "Title Company" shall have the meaning assigned to such term
in Section 6.16.

                  "Transferred Assets" shall have the meaning assigned to such
term in the definition of "Permitted Receivables Financing" set forth in this
Section 1.1.

                  "2000 Restructuring Charge" means the following non-recurring
charges, in the aggregate amount not in excess of $130,057,000, incurred,
accrued or reserved by the Borrower or
<PAGE>   33
                                      -28-

the other Consolidated Parties during fiscal year 2000 and $11,943,000 incurred,
accrued or reserved during fiscal year 2001: (i) write-off of goodwill and other
intangibles related to impaired assets; (ii) direct inventory write-offs and/or
related increases in inventory reserves; (iii) write-offs of fixed assets and
non-capitalized relocation charges; and (iv) without duplication, relocation,
severance, unabsorbed overhead, and other costs related to the Borrower's
restructuring, impairment charges and recapitalization plan as disclosed to the
Agent and the Lenders.

                  "Valley" means Valley Fashions Corp., a Delaware corporation
that is the surviving entity of the Merger and changed its name to WestPoint
Stevens Inc.

                  "Valuation Certificate" shall have the meaning assigned to
such term in Section 6.16.

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

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

                  "WPP" means West-Point Pepperell, Inc., a Georgia corporation
that was merged with and into the Borrower in connection with the Merger.

                  "WPSI Inc." means WPSI Inc., a Delaware corporation and Wholly
Owned Subsidiary of the Borrower.

         1.2      Accounting Terms.

                  Except as otherwise expressly provided herein, all accounting
terms used herein shall be interpreted, and all financial statements and
certificates and reports as to financial matters required to be delivered to the
Lenders hereunder shall be prepared, in accordance with GAAP applied on a
consistent basis, except for departures from GAAP (i) that are not material,
(ii) that will not cause the financial statements to fail to meet the
requirements of the Securities and Exchange Commission for financial information
to be contained or incorporated
<PAGE>   34
                                      -29-

by reference in registration statements, and (iii) that do not cause the
financial statements to fail to reflect accurately in all respects the financial
condition of the Borrower and the other Consolidated Parties. All calculations
made for the purposes of determining compliance with this Agreement shall
(except as otherwise expressly provided herein) be made by application of GAAP
applied on a basis consistent with the most recent annual or quarterly financial
statements delivered pursuant to Section 6.1; provided, however, if (a) the
Credit Parties shall object to determining such compliance on such basis at the
time of delivery of such financial statements due to any change in GAAP or the
rules promulgated with respect thereto or (b) the Agent or the Required Lenders
shall so object in writing within 60 days after delivery of such financial
statements, then such calculations shall be made on a basis consistent with the
most recent financial statements delivered by the Credit Parties to the Lenders
as to which no such objection shall have been made.

         1.3      Rules of Construction.

                  (a)      In each Credit Document, unless the context clearly
requires otherwise (or such other Credit Document clearly provides otherwise),
references to (i) the plural include the singular, the singular include the
plural and the part include the whole; (ii) Persons include their respective
permitted successors and assigns or, in the case of governmental Persons,
Persons succeeding to the relevant functions of such Persons; (iii) statutes and
related regulations include any amendments of the same and any successor
statutes and regulations; and (iv) time shall be a reference to New York City
time. Where any provision herein refers to action to be taken by any Person, or
which such Person is prohibited from taking, such provision shall be applicable
whether such action is taken directly or indirectly by such Person.

                  (b)      In each Credit Document, unless the context clearly
requires otherwise (or such other Credit Document clearly provides otherwise),
(i) "amend" shall mean "amend, restate, amend and restate, supplement or
modify"; and "amended", "amending" and "amendment" shall have meanings
correlative to the foregoing; (ii) in the computation of periods of time from a
specified date to a later specified date, "from" shall mean "from and
including"; "to" and "until" shall mean "to but excluding"; and "through" shall
mean "to and including"; (iii) "hereof", "herein" and "hereunder" (and similar
terms) in any Credit Document refer to such Credit Document as a whole and not
to any particular provision of such Credit Document;
<PAGE>   35
                                      -30-

(iv) "including" (and similar terms) shall mean "including without limitation"
(and similarly for similar terms); (v) "or" has the inclusive meaning
represented by the phrase "and/or"; (vi) "satisfactory to" any Lender shall mean
in form, scope and substance and on terms and conditions satisfactory to such
Lender; and (vii) references to "the date hereof" shall mean the date first set
forth above.

                  (c)      In this Agreement unless the context clearly requires
otherwise, any reference to (i) an Annex, Exhibit or Schedule is to an Annex,
Exhibit or Schedule, as the case may be, attached to this Agreement and
constituting a part hereof, and (ii) a Section or other subdivision is to a
Section or such other subdivision of this Agreement.

                                    SECTION 2

                          AMOUNT AND TERMS OF THE LOAN

         2.1      Loan.

                  Subject to the terms and conditions hereof and in reliance
upon the representations, warranties and covenants set forth herein, each Lender
severally agrees to lend to the Borrower on the Closing Date its portion of a
term loan (the "Loan") in an amount not to exceed at any one time outstanding
the amount set forth next to such Lender's name on Exhibit A. Amounts borrowed
under this Section 2.1 that are repaid or prepaid may not be reborrowed.

         2.2      Making the Loan.

                  (a)      The Loan shall be made upon notice from the Borrower
to each of the Lenders, which notice shall be received by not later than 11:00
A.M. (New York city time) on the Business Day prior to the Closing Date. Such
notice (the "Notice of Loan") shall be irrevocable and binding on the Borrower,
and shall be given in writing, in substantially the form of Exhibit 2.2 hereto.
After the fulfillment of the conditions set forth in Section 4, the Lenders will
make such funds available to the Borrower by crediting an account at Bankers
Trust Company, for the account of the Borrower in the amount of the Loan, net of
any fees, expenses or other amounts owing to the Lenders or any of their
respective Affiliates by the Borrower on the date of the Loan in connection with
the Credit Documents.

<PAGE>   36
                                      -31-

                  (b)      The failure of any Lender to make its portion of the
Loan to be made by it shall relieve each other Lender of its obligation, if any,
hereunder to make its portion of the Loan on the Closing Date.

                  (c)      Repayment. The principal amount of the Loan shall be
due and payable in full on the Maturity Date unless accelerated sooner pursuant
to Section 8.2.

                  (d)      Interest. Subject to the provisions of Section 3.1,
interest on the Loan shall be computed from the Closing Date on the basis of
actual number of days elapsed over a year of 365 or 366 days, as appropriate, at
an interest rate set forth in the Note, the form of which is attached hereto as
Exhibit 2.2(e).

                  (e)      Note. The portion of the Loan made by each Lender
shall be evidenced by a duly executed promissory note of the Borrower to such
Lender in substantially the form of Exhibit 2.2(e).

                                    SECTION 3

                      OTHER PROVISIONS RELATING TO THE LOAN

         3.1      Default Rate.

                  Upon the occurrence, and during the continuance, of an Event
of Default the principal of and, to the extent permitted by law, interest on the
Loan and any other amounts owing hereunder or under the other Credit Documents
shall bear interest, payable on demand as set forth in the Note, the form of
which is attached hereto as Exhibit 2.2(e).

         3.2      Prepayments.

                  (a)      Voluntary Prepayments. The Borrower shall have the
right at its option to prepay the Loan in whole or in part at any time between
the Closing Date and the first anniversary thereof at a price equal to 103% of
the principal amount thereof, from the first anniversary to the second
anniversary at a price equal to 102% of the principal amount thereof, from the
second anniversary to the third anniversary at a price equal to 101% of the
principal amount thereof and at 100% of the principal amount thereafter, plus,
in each case, accrued and unpaid interest to the date of prepayment.





<PAGE>   37

                                      -32-


                  The Borrower shall prepay the Loan on the following terms and
conditions: (i) the Borrower shall give each Lender written notice (or
telephonic notice promptly confirmed in writing) of its intent to prepay the
Loan and the amount of such prepayment, which notice shall be given by the
Borrower to each Lender at least ten (10) Business Days prior to the date of
such prepayment; (ii) each partial prepayment of the Loan shall be in an
aggregate principal amount of at least $1,000,000 and integral multiples of
$1,000,000 in excess of that amount; and (iii) each partial prepayment of the
Loan shall be applied pro rata to the Lenders in accordance with the unpaid
principal of the portion of the Loan held by them immediately prior to such
repayment. All prepayments under this Section 3.2(a) shall be accompanied by
interest on the principal amount prepaid through the date of prepayment.

                  (b)      Make-whole Premium. In the event of acceleration of
the Loan pursuant to Section 8, the Borrower will prepay all Loans at a
redemption price equal to the principal amount thereof plus a make-whole premium
equal to the remaining cash interest payments (calculated on the basis of the
Prime Rate in effect on the date of such acceleration) that would have been
paid, discounted at the yield prevailing for U.S. Treasury obligations maturing
closest to the Maturity Date, plus 50 basis points.

                  (c)      Mandatory Prepayments with the Proceeds of Asset
Dispositions. (i) So long as the Existing Credit Agreement is in effect, the
Borrower must comply with Section 3.3 thereof and must apply any remaining Net
Cash Proceeds (the "Net Cash Proceeds Amount") not utilized to repay borrowings
under the Existing Credit Agreement to make an offer (a "Net Cash Proceeds
Offer") to prepay the Loan in an amount up to such remaining Net Cash Proceeds
at a price equal to 100% of the principal amount thereof plus accrued and unpaid
interest thereon, if any, to the date of payment.

                           (ii)     Each Net Cash Proceeds Offer will be mailed
to the Lenders within five days of such Net Cash Proceeds not being utilized
pursuant to Section 3.3 of the Existing Credit Agreement, with a copy to the
Agent. Upon receiving notice of the Net Cash Proceeds Offer, each Lender may
elect, within the period the Net Cash Proceeds Offer is open, to have its
portion of the Loan prepaid. To the extent any Lender notifies the Borrower of
its intention to receive a prepayment, the respective portion of the Loan of
each Lender will be prepaid on a pro rata basis (based on outstanding principal
amount of each Lender's portion of the Loan) on the Business Day next succeeding


<PAGE>   38

                                      -33-

the last day of the Net Cash Proceeds Offer. A Net Cash Proceeds Offer shall
remain open for a period of 20 Business Days.

                          (iii)     If the Existing Credit Agreement is no
longer in effect, immediately upon the occurrence of any Asset Disposition
(other than an Excluded Asset Disposition), the Borrower shall prepay the Loan
in an aggregate principal amount equal to the Net Cash Proceeds of the related
Asset Disposition.

         3.3      Taxes.

                  (a)      Any and all payments by any Credit Party to or for
the account of any Lender or under any other Credit Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender and the
Agent, taxes imposed on its income, and franchise taxes imposed on it, by the
jurisdiction under the laws of which such Lender (or its Applicable Lending
Office) is organized or any political subdivision thereof (all such non-excluded
taxes, duties, levies, imposts, deductions, charges, withholdings, and
liabilities being hereinafter referred to as "Taxes"). If any Credit Party shall
be required by law to deduct any Taxes from or in respect of any sum payable
under this Agreement or any other Credit Document to any Lender, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 3.3) such Lender receives an amount equal to the sum it would have
received had no such deductions been made, (ii) such Credit Party shall make
such deductions, (iii) such Credit Party shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable
law, and (iv) such Credit Party shall furnish to such Lender the original or a
certified copy of a receipt evidencing payment thereof.

                  (b)      In addition, the Borrower agrees to pay any and all
present or future stamp or documentary taxes and any other excise or property
taxes or charges or similar levies that arise from any payment made under this
Agreement or any other Credit Document or from the execution or delivery of, or
otherwise with respect to, this Agreement or any other Credit Document
(hereinafter referred to as "Other Taxes").




<PAGE>   39

                                      -34-

                  (c)      The Borrower agrees to indemnify each Lender for the
full amount of Taxes and Other Taxes (including, without limitation, any Taxes
or Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section 3.3) paid by such Lender and any liability (including penalties,
interest, and expenses) arising therefrom or with respect thereto.

                  (d)      If any Credit Party is required to pay additional
amounts to or for the account of any Lender pursuant to this Section 3.3, then
such Lender that is a Bank will agree to use reasonable efforts to change the
jurisdiction of its Applicable Lending Office so as to eliminate or reduce any
such additional payment that may thereafter accrue if such change, in the
judgment of such Lender, is not otherwise disadvantageous to such Lender.

                  (e)      Within thirty (30) days after the date of any payment
of Taxes, the applicable Credit Party shall furnish to the Lenders the original
or a certified copy of a receipt evidencing such payment.

                  (f)      Without prejudice to the survival of any other
agreement of the Credit Parties hereunder, the agreements and obligations of the
Credit Parties contained in this Section 3.3 shall survive the repayment of the
Loans and other obligations under the Credit Documents.

         3.4      Compensation.

                  Upon the request of any Lender, the Borrower shall pay to such
Lender such amount or amounts as shall be sufficient (in the reasonable opinion
of such Lender) to compensate it for any loss, cost, or expense incurred by it
as a result of any failure by the Borrower for any reason to prepay a Loan on
the date for such prepayment specified in the relevant notice of prepayment
under this Agreement (including without limitation pursuant to Section 3.2(c) or
7.12).

                  Without prejudice to the survival of any other agreement of
the Credit Parties hereunder, the covenants of the Borrower set forth in this
Section 3.4 shall survive the repayment of the Loans and other obligations under
the Credit Documents (including without limitation pursuant to Section 3.2(c) or
7.12).



<PAGE>   40

                                      -35-


         3.5      Pro Rata Treatment.

                  Except to the extent otherwise provided herein, the Loan and
each payment or prepayment of principal of the Loan, shall be allocated pro rata
among the Lenders in accordance with the respective principal amounts of their
outstanding portion of the Loan.

         3.6      Intentionally Omitted.

         3.7      Payments, Computations, Etc.

                  (a)      Procedure for Payments. All payments hereunder shall
be made to the Agent in immediately available funds, without setoff, deduction,
counterclaim or withholding of any kind, at the Agent's office specified in
Section 10.1 hereto not later than 1:00 P.M. (New York City time) on the date
when due. Payments received after such time shall be deemed to have been
received on the next succeeding Business Day. The Agent may (but shall not be
obligated to) debit the amount of any such payment which is not made by such
time to any ordinary deposit account of the Borrower or any other Credit Party
maintained with the Agent (with notice to the Borrower or such other Credit
Party). The Agent will promptly distribute in same day funds to each Lender such
Lender's share, if any, of payments received by the Agent for the account of
such Lender. Whenever any payment hereunder shall be stated to be due on a day
which is not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day (subject to accrual of interest and fees for the period
of such extension). Interest shall accrue from and including the date of
borrowing, to, but not including, the date of payment.

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

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



<PAGE>   41

                                      -36-

         to the Collateral under or pursuant to the terms of the Collateral
         Documents;

                  SECOND, to payment of any fees owed to the Agent under the
         Credit Documents;

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

                  FOURTH, to the payment of all of the Credit Party Obligations
         consisting of accrued fees and interest;

                  FIFTH, to the payment of the outstanding principal amount of
         the Credit Party Obligations;

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

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

In carrying out the foregoing, (i) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; and (ii) each of the Lenders shall receive an amount equal
to its pro rata share (based on the proportion that the then outstanding Loans
held by such Lender bears to the aggregate then outstanding Loans) of amounts
available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and
"SIXTH" above.

         3.8      Evidence of Debt.

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

                  (b)      The Agent shall maintain the Register pursuant to
Section 10.3(c), and a subaccount for each Lender, in which


<PAGE>   42

                                      -37-

Register and subaccounts (taken together) shall be recorded (i) the amount of
the portion of the Loan hereunder, (ii) the amount of any principal or interest
due and payable or to become due and payable to each Lender hereunder from the
Borrower and (iii) the amount of any sum received by the Agent hereunder from or
for the account of any Credit Party and each Lender's share thereof. The Agent
will make reasonable efforts to maintain the accuracy of the Register and
subaccounts referred to in the preceding sentence and to promptly update such
Register and subaccounts, as necessary.

                  (c)      The entries made in the accounts, Register and
subaccounts maintained pursuant to subsection (b) of this Section 3.8 (and, if
consistent with the entries of the Agent, subsection (a)) shall be prima facie
evidence of the existence and amounts of the obligations of the Credit Parties
therein recorded; provided, however, that the failure of any Lender or the Agent
to maintain any such account, such Register or such subaccount, as applicable,
or any error therein, shall not in any manner affect the obligation of the
Credit Parties to repay the Credit Party Obligations owing to such Lender.

                                    SECTION 4

                                   CONDITIONS

         4.1      Closing Conditions.

                  The obligation of the Lenders to enter into this Agreement and
to make the Loan shall be subject to satisfaction of the following conditions
(in form and substance acceptable to the Lenders):

                  (a)      Executed Credit Documents. Receipt by the Lenders of
         duly executed copies of: (i) this Agreement, (ii) the Notes, (iii) the
         Collateral Documents, (iv) the Intercreditor Agreement and (v) all
         other Credit Documents, each in form and substance acceptable to each
         of the Lenders in their sole discretion.

                  (b)      Corporate Documents. Receipt by the Lenders of the
         following:

                           (i)      Charter Documents. Copies of the articles or
                  certificates of incorporation or other charter documents of
                  each Credit Party certified to be true


<PAGE>   43

                                      -38-

                   and complete as of a recent date by the appropriate
                   Governmental Authority of the state or other jurisdiction of
                   its incorporation and certified by a secretary or assistant
                   secretary of such Credit Party to be true and correct as of
                   the Closing Date.

                           (ii)     Bylaws. A copy of the bylaws of each Credit
                   Party certified by a secretary or assistant secretary of such
                   Credit Party to be true and correct as of the Closing Date.

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

                           (iv)     Good Standing. Copies of (A) certificates of
                  good standing, existence or its equivalent with respect to
                  each Credit Party certified as of a recent date by the
                  appropriate Governmental Authorities of the state or other
                  jurisdiction of incorporation and each other jurisdiction in
                  which the failure to so qualify and be in good standing could
                  have a Material Adverse Effect and (B) to the extent
                  available, a certificate indicating payment of all corporate
                  franchise taxes certified as of a recent date by the
                  appropriate governmental taxing authorities.

                           (v)      Incumbency. An incumbency certificate of
                  each Credit Party certified by a secretary or assistant
                  secretary to be true and correct as of the Closing Date.

                  (c)      Financial Statements. Receipt by the Agent and the
         Lenders of (i) the consolidated financial statements of the Borrower
         and its Subsidiaries, including balance sheets and income and cash flow
         statements for the fiscal quarter ended March 31, 2001, and (ii) to the
         extent requested by the Agent or the Lenders, such other information,
         including projections, relating to the Borrower and its Subsidiaries as
         the Lenders may reasonably request.

                  (d)      Opinions of Counsel. The Agent shall have received,
         in each case dated as of the Closing Date:

<PAGE>   44

                                      -39-

                           (i)      a legal opinion of Weil, Gotshal & Manges
                  LLP, special counsel for the Credit Parties, addressed to the
                  Lenders and the Agent and substantially in the form of
                  Schedule 4.1(d)(i); and

                          (ii)     a legal opinion of special local counsel for
                  the Credit Parties in the state of Georgia in form and
                  substance reasonably satisfactory to Agent.

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

                           (i)      searches of Uniform Commercial Code ("UCC")
                  filings in the jurisdiction of the chief executive office of
                  each Credit Party and each jurisdiction where any Collateral
                  is located or where a filing would need to be made in order to
                  perfect the Agent's security interest in the Collateral,
                  copies of the financing statements on file in such
                  jurisdictions and evidence that no Liens exist other than
                  Permitted Liens;

                           (ii)     duly executed UCC financing statements for
                  each appropriate jurisdiction as is necessary, in the Agent's
                  sole discretion, to perfect the Agent's security interest in
                  the Collateral;

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

                           (iv)     confirmation in form and substance
                  satisfactory to the Agent that all stock certificates
                  evidencing the Capital Stock pledged to the Agent pursuant to
                  the Pledge Agreements, together with duly executed undated
                  stock powers attached thereto (unless, with respect to the
                  pledged Capital Stock of any Foreign Subsidiary, such stock
                  powers are deemed unnecessary by the Agent in its reasonable
                  discretion under the law of the jurisdiction of incorporation
                  of such Person), have been delivered to the Senior Collateral
                  Trustee and will be held by the Senior Collateral Trustee, as
                  agent, for purposes of perfecting the Agent's security
                  interest therein;



<PAGE>   45

                                      -40-


                           (v)      confirmation in form and substance
                  satisfactory to the Agent that all instruments and chattel
                  paper in the possession of any of the Credit Parties, together
                  with allonges or assignments as may be necessary or
                  appropriate to perfect the Agent's security interest in the
                  Collateral have been delivered to the Senior Collateral
                  Trustee and will be held by the Senior Collateral Trustee, as
                  agent, for purposes of perfecting the Agent's security
                  interest therein;

                           (vi)     duly executed consents as are necessary, in
                  the Agent's sole discretion, to perfect the Agent's security
                  interest in the Collateral; and

                           (vii)    in the case of any personal property
                  Collateral located at a premises leased by a Credit Party,
                  such estoppel letters, consents and waivers from the landlords
                  on such real property as may be required by the Agent.

                  (f)      Intentionally Omitted.

                  (g)      Priority of Liens. The Agent shall have received
         satisfactory evidence that (i) the Agent, on its behalf and on behalf
         of the Lenders, holds a perfected, second priority Lien on all
         Collateral and (ii) none of the Collateral is subject to any other
         Liens other than Permitted Liens.

                  (h)      Intercreditor Agreement. The Intercreditor Agreement
         shall have been duly executed and delivered by the Credit Parties and
         the Senior Collateral Trustee.

                  (i)      Evidence of Insurance. Receipt by the Agent of copies
         of insurance policies or certificates of insurance of the Consolidated
         Parties evidencing liability and casualty insurance meeting the
         requirements set forth in the Credit Documents, including, but not
         limited to, naming the Agent as a loss payee (as its interest may
         appear) and an additional insured on its behalf and on behalf of the
         Lenders.

                  (j)      Material Adverse Effect. No material adverse change
         shall have occurred since December 31, 2000 in the condition (financial
         or otherwise), business, operations, or assets of the Consolidated
         Parties taken as a whole.







<PAGE>   46

                                      -41-


                  (k)      Litigation. Except as set forth in Schedule 5.9
         hereof, there shall not exist any pending or threatened action, suit,
         investigation or proceeding against a Consolidated Party that could
         reasonably be expected to have a Material Adverse Effect.

                  (l)      Other Indebtedness. Receipt by the Lenders of
         evidence that upon the making of the Loans, the Consolidated Parties
         shall have no Funded Indebtedness other than (i) the Indebtedness under
         the Credit Documents and (ii) Indebtedness permitted by Section 7.1
         hereof.

                  (m)      Officer's Certificates. The Agent shall have received
         a certificate or certificates executed by an Executive Officer of the
         Borrower as of the Closing Date stating that (A) each Credit Party is
         in compliance with all existing financial obligations, (B) all
         governmental and third party consents and approvals, if any, with
         respect to the Credit Documents and the transactions contemplated
         thereby have been obtained, (C) no action, suit, investigation or
         proceeding is pending or threatened in any court or before any
         arbitrator or governmental instrumentality that purports to affect any
         Credit Party or any transaction contemplated by the Credit Documents,
         if such action, suit, investigation or proceeding could reasonably be
         expected to have a Material Adverse Effect and (D) immediately after
         giving effect to this Agreement, the other Credit Documents and all the
         transactions contemplated therein to occur on such date, (1) each of
         the Credit Parties is Solvent, (2) no Default or Event of Default
         exists, (3) all representations and warranties contained herein and in
         the other Credit Documents are true and correct in all material
         respects, and (4) the Credit Parties are in compliance with each of the
         financial covenants set forth in Section 6.11.

                  (n)      Consents. Receipt by the Lenders of all required
         consents and waivers, and all other consents or waivers reasonably
         requested by the lenders under the Existing Credit Agreement.

                  (o)      Other. Receipt by the Lenders of such other
         documents, instruments, agreements or information as reasonably
         requested by any Lender, including, but not limited to, information
         regarding litigation, tax, accounting, labor, insurance, pension
         liabilities (actual or contingent), real estate leases, material
         contracts, debt agreements, property ownership and contingent
         liabilities





<PAGE>   47

                                      -42-

         of the Consolidated Parties. Without limiting the foregoing, Borrower
         shall have provided the Agent with a complete list of the plans, within
         the meaning of Section 3(3) of ERISA with respect to which the Borrower
         or any other Credit Party is a "party in interest" within the meaning
         of Section 3(14) of ERISA and which has assets under investment.

                  (p)      Amendment to Existing Credit Agreement. The Amendment
         Agreement dated June 29, 2001 by and among the Borrower, the Banks,
         Bank of America, N.A. and the other parties thereto shall have been
         executed and be in full force and effect.

                  (q)      Use of Proceeds. The Borrower shall use the proceeds
         of the Loan to repay borrowings under the Existing Credit Agreement and
         to effect a permanent reduction thereunder in an amount equal to $82.5
         million.

                  (r)      Payment of Fees. The Borrower shall have paid
         $675,000 to Cahill Gordon & Reindel and shall have paid $200,000 to
         Kramer Levin Naftalis & Frankel LLP.

                  (s)      Existing Credit Agreement. The Lenders and the Agent
         shall have received copies of the Existing Credit Agreement and
         Collateral Documents (as defined therein) thereto, which agreement and
         Collateral Documents (as defined in the Existing Credit Agreement)
         shall be in full force and effect.

                  (t)      Funding Fee. Each Lender shall receive on the Closing
         Date a funding fee in an amount equal to 4.6% of the principal amount
         set forth next to such Lender's name on Exhibit A.

                  (u)      Collateral Value Certificate. The Administrative
         Agent shall have received on the Closing Date a certificate in the form
         of Exhibit 4.1 hereto.

                                    SECTION 5

                         REPRESENTATIONS AND WARRANTIES

                  The Borrower hereby represents to the Agent and each Lender
that:
<PAGE>   48

                                      -43-


         5.1      Financial Condition.

                  The audited consolidated balance sheet and income statement of
the Consolidated Parties for the fiscal year ended December 31, 2000 have
heretofore been furnished to the Lenders. Such financial statements (including
the notes thereto) (i) have been audited by Ernst & Young LLP, (ii) have been
prepared in accordance with GAAP consistently (except for departures from GAAP
described in Section 1.2 hereof), applied throughout the periods covered thereby
and (iii) present fairly (on the basis disclosed in the footnotes to such
financial statements) the consolidated financial condition, results of
operations and cash flows of the Consolidated Parties as of such date and for
such period. During the period from December 31, 2000 to and including the
Closing Date, there has been no sale, transfer or other disposition by any
Consolidated Party of any material part of the business or property of the
Consolidated Parties, taken as a whole, and no purchase or other acquisition by
any of them of any business or property (including any capital stock of any
other person) material in relation to the consolidated financial condition of
the Consolidated Parties, taken as a whole, in each case, that is not reflected
in the foregoing financial statements or in the notes thereto and has not
otherwise been disclosed in writing to the Lenders on or prior to the Closing
Date.

         5.2      No Material Change.

                  Since December 31, 2000, (a) there has been no development or
event relating to or affecting a Consolidated Party that has had or could
reasonably be expected to have a Material Adverse Effect and (b) except as
disclosed on Schedule 5.2(b), no dividends or other distributions have been
declared, paid or made upon the Capital Stock in a Consolidated Party nor has
any of the Capital Stock in a Consolidated Party been redeemed, retired,
purchased or otherwise acquired for value.

         5.3      Organization and Good Standing.

                  Each of the Consolidated Parties (a) is duly organized,
validly existing and is in good standing under the laws of the jurisdiction of
its incorporation or organization, (b) has the corporate or other necessary
power and authority, and the legal right, to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it
is currently engaged and (c) is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property
<PAGE>   49

                                      -44-

or the conduct of its business requires such qualification, other than in such
jurisdictions where the failure to be so qualified and in good standing could
not reasonably be expected to have a Material Adverse Effect.

         5.4      Power; Authorization; Enforceable Obligations.

                  Each of the Credit Parties has the corporate or other
necessary power and authority, and the legal right, to make, deliver and perform
the Credit Documents to which it is a party, and in the case of the Borrower, to
obtain extensions of credit hereunder, and has taken all necessary corporate
action to authorize the borrowings and other extensions of credit on the terms
and conditions of this Agreement and to authorize the execution, delivery and
performance of the Credit Documents to which it is a party. No consent or
authorization of, filing with, notice to or other similar act by or in respect
of, any Governmental Authority or any other Person is required to be obtained or
made by or on behalf of any Credit Party in connection with the borrowings or
other extensions of credit hereunder or with the execution, delivery,
performance, validity or enforceability of the Credit Documents to which such
Credit Party is a party, except for (i) consents, authorizations, notices and
filings described in Schedule 5.4, all of which have been obtained or made or
have the status described in such Schedule 5.4, and (ii) filings to perfect the
Liens created by the Collateral Documents. This Agreement has been, and each
other Credit Document to which any Credit Party is a party will be, duly
executed and delivered on behalf of the Credit Parties. This Agreement
constitutes, and each other Credit Document to which any Credit Party is a party
when executed and delivered will constitute, a legal, valid and binding
obligation of such Credit Party enforceable against such party in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

         5.5      No Conflicts.

                  Neither the execution and delivery of the Credit Documents,
nor the consummation of the transactions contemplated therein, nor performance
of and compliance with the terms and provisions thereof by any Credit Party will
(a) violate or conflict with any provision of its articles or certificate of
incorporation or bylaws or other organizational

<PAGE>   50

                                      -45-

or governing documents of such Person, (b) violate, contravene or materially
conflict with any Requirement of Law or any other law, regulation (including,
without limitation, Regulation U or Regulation X), order, writ, judgment,
injunction, decree or permit applicable to it, (c) violate, contravene or
conflict with contractual provisions of, or cause an event of default under, any
indenture, loan agreement, mortgage, deed of trust, contract or other agreement
or instrument to which it is a party or by which it may be bound, the violation
of which could reasonably be expected to have a Material Adverse Effect, or (d)
result in or require the creation of any Lien (other than those contemplated in
or created in connection with the Credit Documents) upon or with respect to its
properties.

         5.6      No Default.

                  No Consolidated Party is in default in any respect under any
contract, lease, loan agreement, indenture, mortgage, security agreement or
other agreement or obligation to which it is a party or by which any of its
properties is bound which default could reasonably be expected to have a
Material Adverse Effect. No Default or Event of Default has occurred or exists.

         5.7      Ownership.

                  Each Consolidated Party is the owner of, and has good and
marketable title to, all of its respective assets and none of such assets is
subject to any Lien other than Permitted Liens.

         5.8      Indebtedness.

                  Except as otherwise permitted under Section 7.1, the
Consolidated Parties have no Indebtedness.

         5.9      Litigation.

                  Except as disclosed in Schedule 5.9, there are no actions,
suits or legal, equitable, arbitration or administrative proceedings, pending
or, to the knowledge of any Credit Party, threatened against any Consolidated
Party that could reasonably be expected to have a Material Adverse Effect.

         5.10     Tax Returns, Payments and Examinations.

                  Each Consolidated Party has filed or caused to be filed all
federal tax returns and all material state and local tax returns which are
required to be filed, and has paid all
<PAGE>   51

                                      -46-

material taxes shown to be due and payable on said returns or on any assessments
made against it or any of its respective properties and all material taxes, fees
and other charges imposed on it or any of its respective properties by any
governmental authority (other than those the amount or validity of which is
contested in good faith by appropriate proceedings and with respect to which
reserves in accordance with GAAP have been provided on the books of such
Consolidated Party); and no tax Liens have been filed and no claims are being
asserted with respect to any such taxes, fees or other charges (other than such
Liens or claims, the amount or validity of which is currently being contested in
good faith by appropriate proceedings and with respect to which reserves in
accordance with GAAP have been provided). Except as set forth on Schedule 5.10
hereto, the federal income tax returns of each Consolidated Party have been
examined by the Internal Revenue Service (or closed by applicable statues) for
all tax periods, and there are no other federal income tax examinations in
progress. All deficiencies that have been asserted against any Consolidated
Party as a result of such examinations have been fully paid or finally settled
or are being contested in good faith, and no issue has been raised in any such
examinations which, by application or similar principles, reasonably can be
expected to result in assertion of a deficiency for any other year not so
examined that has not been accrued on such Consolidated Party's audited
financial statements for its most recently ended fiscal year that would be
required to be so accrued in accordance with GAAP. The Borrower has no knowledge
of any material federal income tax liability for any Consolidated Party with
respect to open taxable years in excess of amounts accrued on its consolidated
financial statements for its most recently ended fiscal year that would be
required to be so accrued in accordance with GAAP, nor does the Borrower
anticipate any further material tax liability with respect to such open taxable
years taken as a whole in excess of such accrued amounts.

         5.11     Compliance with Law.

                  Each Consolidated Party is in compliance with all Requirements
of Law and all other laws, rules, regulations, orders and decrees (including
without limitation Environmental Laws) applicable to it, or to its properties,
unless such failure to comply could not reasonably be expected to have a
Material Adverse Effect. No Requirement of Law could reasonably be expected to
cause a Material Adverse Effect.


<PAGE>   52

                                      -47-

         5.12     ERISA.

                  Except as disclosed and described in Schedule 5.12 attached
hereto:

                  (a)      During the five-year period prior to the date on
         which this representation is made or deemed made: (i) no ERISA Event
         has occurred, and, to the best knowledge of the Credit Parties, no
         event or condition has occurred or exists as a result of which any
         ERISA Event could reasonably be expected to occur, with respect to any
         Plan; (ii) no "accumulated funding deficiency," as such term is defined
         in Section 302 of ERISA and Section 412 of the Code, whether or not
         waived, has occurred with respect to any Plan; (iii) each Plan has been
         maintained, operated and funded in material compliance with its own
         terms and in material compliance with the provisions of ERISA, the Code
         and any other applicable federal or state laws; (iv) no lien in favor
         of the PBGC or a Plan has arisen or is reasonably likely to arise on
         account of any Plan; and (v) none of the Credit Parties is a "party in
         interest" (within the meaning of Section 3(14) of ERISA) to any
         employee benefit plan (within the meaning of Section 3(3) of ERISA)
         which has assets under investment.

                  (b)      The accumulated benefit obligation (within the
         meaning of Financial Accounting Standards Board Statement 87
         ("FASB87")) under each Single Employer Plan utilizing the actuarial and
         other assumptions employed in calculating the FASB87 disclosure in the
         Borrower's most recent annual financial statement did not exceed the
         fair market value of the assets of such Plan as of the date of such
         financial statement.

                  (c)      Neither any Consolidated Party nor any ERISA
         Affiliate has incurred, or, to the best knowledge of the Credit
         Parties, could be reasonably expected to incur, any withdrawal
         liability under ERISA to any Multiemployer Plan or Multiple Employer
         Plan. Neither any Consolidated Party nor any ERISA Affiliate would
         become subject to any withdrawal liability under ERISA if any
         Consolidated Party or any ERISA Affiliate were to withdraw completely
         from all Multiemployer Plans and Multiple Employer Plans as of the
         valuation date most closely preceding the date on which this
         representation is made or deemed made. Neither any Consolidated Party
         nor any ERISA Affiliate has received any notification that any
         Multiemployer Plan is in reorganization (within the meaning of Section
         4241 of ERISA),


<PAGE>   53

                                      -48-

         is insolvent (within the meaning of Section 4245 of ERISA), or has been
         terminated (within the meaning of Title IV of ERISA), and no
         Multiemployer Plan is, to the best knowledge of the Credit Parties,
         reasonably expected to be in reorganization, insolvent or terminated.

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

                  (e)      Other than as reflected fairly in the Borrower's most
         recent consolidated annual financial statements, neither any
         Consolidated Party nor any ERISA Affiliate has any material liability
         with respect to "expected post-retirement benefit obligations" within
         the meaning of the Financial Accounting Standards Board Statement 106.
         Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA)
         to which Sections 601-609 of ERISA and Section 4980B of the Code apply
         has been administered in compliance in all material respects of such
         sections.

         5.13     Subsidiaries.

                  Set forth on Schedule 5.13 is a complete and accurate list of
all Subsidiaries of each Consolidated Party. Information on Schedule 5.13
includes jurisdiction of incorporation, the number of shares of each class of
Capital Stock outstanding, the number and percentage of outstanding shares of
each class owned (directly or indirectly) by such Consolidated Party; and the
number and effect, if exercised, of all outstanding options, warrants, rights of
conversion or purchase and all other similar rights with respect thereto. The
outstanding Capital Stock of all such Subsidiaries is validly issued, fully paid
and nonassessable and is owned by each such Consolidated Party, directly or
indirectly, free and clear of all Liens (other than those arising under or
contemplated in connection with the Credit Documents). Other than as set forth
in Schedule 5.13, no Consolidated Party has outstanding any securities
convertible into or exchangeable for its Capital Stock nor does any such Person
have outstanding any rights to subscribe for or to purchase or any options for
the purchase of,


<PAGE>   54

                                      -49-

or any agreements providing for the issuance (contingent or otherwise) of, or
any calls, commitments or claims of any character relating to its Capital Stock.

         5.14     Governmental Regulations, Etc.

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

                  (b)      No Consolidated Party is subject to regulation under
the Public Utility Holding Company Act of 1935, the Federal Power Act or the
Investment Company Act of 1940, each as amended. In addition, no Consolidated
Party is (i) an "investment company" registered or required to be registered
under the Investment Company Act of 1940, as amended, and is not controlled by
such a company, or (ii) a "holding company", or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company" or of a "subsidiary"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

                  (c)      No director, executive officer or principal
shareholder of any Consolidated Party is a director, executive officer or
principal shareholder of any Lender that is a Bank (as that term is used in
Regulation O). For the purposes hereof the terms "director", "executive officer"
and "principal shareholder" (when used with reference to any Lender) also have
the respective meanings assigned thereto in Regulation O issued by the Board of
Governors of the Federal Reserve System.



<PAGE>   55

                                      -50-

                  (d)      Each Consolidated Party has obtained and holds in
full force and effect, all franchises, licenses, permits, certificates,
authorizations, qualifications, accreditations, easements, rights of way and
other rights, consents and approvals which are necessary for the ownership of
its respective Property and to the conduct of its respective businesses as
presently conducted.

                  (e)      No Consolidated Party is in violation of any
applicable statute, regulation or ordinance of the United States of America, or
of any state, city, town, municipality, county or any other jurisdiction, or of
any agency thereof (including without limitation, environmental laws and
regulations), which violation could reasonably be expected to have a Material
Adverse Effect.

                  (f)      Each Consolidated Party is current with all material
reports and documents, if any, required to be filed with any state or federal
securities commission or similar agency and is in full compliance in all
material respects with all applicable rules and regulations of such commissions.

         5.15     Purpose of Loan.

                  The proceeds of the Loan shall be used by the Borrower to
repay borrowings under the Existing Credit Agreement and to effect a permanent
reduction thereunder in an amount equal to $82.5 million.

         5.16     Environmental Matters.

                  Except as disclosed and described in Schedule 5.16 attached
hereto and except as to matters that do not and could not reasonably be expected
to have a Material Adverse Effect:

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

                  (b)      None of the Properties contains, or has previously
         contained, any Materials of Environmental Concern


<PAGE>   56

                                      -51-

         at, on or under the Properties in amounts or concentrations that
         constitute or constituted a violation of, or could give rise to
         liability under, Environmental Laws.

                  (c)      No Consolidated Party has received any written or
         verbal notice of, or inquiry from any Governmental Authority regarding,
         any violation, alleged violation, non-compliance, liability or
         potential liability regarding environmental matters or compliance with
         Environmental Laws with regard to any of the Properties or the
         Businesses, nor does any Consolidated Party have knowledge or reason to
         believe that any such notice will be received or is being threatened.

                  (d)      Materials of Environmental Concern have not been
         transported or disposed of from the Properties, or generated, treated,
         stored or disposed of at, on or under any of the Properties or any
         other location, in each case by or on behalf of any Consolidated Party
         in violation of, or in a manner that could give rise to liability
         under, any applicable Environmental Law.

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

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

         5.17     Intellectual Property.

                  Each Consolidated Party owns, or has the legal right to use,
all trademarks, trade names, copyrights, technology, know-how and processes (the
"Intellectual Property") necessary for each of them to conduct its business as
currently conducted except for those the failure to own or have such legal right

<PAGE>   57

                                      -52-

to use could not reasonably be expected to have a Material Adverse Effect. Set
forth on Schedule 5.17 is a list of all Intellectual Property owned by each
Consolidated Party or that any Consolidated Party has the right to use,
excluding only (i) such Intellectual Property owned by any Consolidated Party
that has been abandoned by such Consolidated Party and is no longer used or
valuable to such Consolidated Party's current business operations, and (ii) any
foreign patents, trademarks or related Intellectual Property. Except as provided
on Schedule 5.17, no claim has been asserted and is pending by any Person
challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property, nor does any Credit
Party know of any such claim, and to the Credit Parties' knowledge the use of
such Intellectual Property by any Consolidated Party does not infringe on the
rights of any Person, except for such claims and infringements that, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

         5.18     Solvency.

                  Each Credit Party is and, after consummation of the
transactions contemplated by this Agreement will be, Solvent.

         5.19     Investments.

                  All Investments of each Consolidated Party are Permitted
Investments.

         5.20     Location of Collateral.

                  Set forth on Schedule 5.20(a) is a list of all Mortgaged
Properties with street address, county and state where located. Set forth on
Schedule 5.20(b) is a list of all locations where any tangible personal property
of a Consolidated Party is located, including county and state where located.
Set forth on Schedule 5.20(c) is the chief executive office, jurisdiction of
incorporation (together with any organizational number designated by the
applicable jurisdiction, if any) and principal place of business of each
Consolidated Party.

         5.21     Disclosure.

                  Neither this Agreement nor any financial statements delivered
to the Lenders nor any other document, certificate or statement furnished to the
Lenders by or on behalf of any Consolidated Party in connection with the
transactions contemplated hereby contains on the date of delivery thereof any

<PAGE>   58

                                      -53-

untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements contained therein or herein not misleading.

         5.22     No Burdensome Restrictions.

                  No Consolidated Party is a party to any agreement or
instrument or subject to any other obligation or any charter or corporate
restriction or any provision of any applicable law, rule or regulation that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

         5.23     Brokers' Fees.

                  No Consolidated Party has any obligation to any Person in
respect of any finder's, broker's, investment banking or other similar fee
(other than fees payable to First Union Bank and Merrill Lynch & Co. or their
affiliates) in connection with any of the transactions contemplated under the
Credit Documents.

         5.24     Labor Matters.

                  Except as disclosed on Schedule 5.24, there are no collective
bargaining agreements or Multiemployer Plans covering the employees of a
Consolidated Party as of the Closing Date. There are no strikes, work stoppages
or controversies pending between any Credit Party and any of its employees,
other than employee grievances arising in the ordinary course of business, that
in the aggregate do not and are not reasonably expected to have a Material
Adverse Effect.

         5.25     Senior Credit Facility.

                  The Borrower represents that this Agreement is a portion of
the "Senior Credit Facility" for purposes of the definition of Senior Credit
Facility contained in the Senior Note Indentures as in effect on the date
hereof. The execution and delivery of this Agreement and the compliance by the
Borrower with the provisions hereof will not require the Borrower to secure the
Indebtedness under the Senior Note Indentures equally and ratably with the Loan.



<PAGE>   59

                                      -54-

                                    SECTION 6

                              AFFIRMATIVE COVENANTS

                  The Borrower hereby covenants and agrees that, so long as this
Agreement is in effect or any amounts payable hereunder or under any other
Credit Document shall remain outstanding:

         6.1      Information Covenants.

                  The Borrower will furnish, or cause to be furnished, to the
Agent (who will furnish such information to the Lenders promptly upon request)
and with respect to paragraphs (a), (b), (c) and (h)(i) below, each of the
Lenders:

                  (a)      Annual Financial Statements. As soon as available,
         and in any event within 95 days after the close of each fiscal year of
         the Consolidated Parties, a consolidated balance sheet and income
         statement of the Consolidated Parties, as of the end of such fiscal
         year, together with related consolidated statements of operations and
         retained earnings and of cash flows for such fiscal year, setting forth
         in comparative form consolidated figures for the preceding fiscal year,
         all such financial information described above to be in reasonable form
         and detail and audited by independent certified public accountants of
         recognized national standing reasonably acceptable to the Agent and
         whose opinion shall be to the effect that such financial statements
         have been prepared in accordance with GAAP (except for changes with
         which such accountants concur or are otherwise permitted by Section
         1.2) and shall not be limited as to the scope of the audit or qualified
         as to the status of the Consolidated Parties as a going concern.

                  (b)      Quarterly Financial Statements. As soon as available,
         and in any event within 50 days after the close of each of the first
         three fiscal quarters of each fiscal year of the Consolidated Parties a
         consolidated balance sheet and income statement of the Consolidated
         Parties, as of the end of such fiscal quarter, together with related
         consolidated statements of operations and retained earnings and of cash
         flows for such fiscal quarter, in each case setting forth in
         comparative form consolidated figures for the corresponding period of
         the preceding fiscal year, all such financial information described
         above to be


<PAGE>   60

                                      -55-

         in reasonable form and detail and reasonably acceptable to the Agent,
         and accompanied by a certificate of an Executive Officer of the
         Borrower to the effect that such quarterly financial statements fairly
         present in all material respects the financial condition of the
         Consolidated Parties and have been prepared in accordance with GAAP,
         subject to changes resulting from audit and normal year-end audit
         adjustments.

                  (c)      Officer's Certificate. At the time of delivery of the
         financial statements provided for in Sections 6.1(a) and 6.1(b) above,
         a certificate of an Executive Officer of the Borrower substantially in
         the form of Exhibit 6.1(c), (i) demonstrating compliance with the
         financial covenants contained in Section 6.11 by calculation thereof as
         of the end of each such fiscal period, (ii) stating that the
         company-prepared financial statements that accompany the certificate
         are true and correct in all material respects and have been prepared in
         accordance with GAAP applied on a consistent basis, subject to changes
         resulting from normal year-end audit adjustments and (iii) stating that
         no Default or Event of Default exists, or if any Default or Event of
         Default does exist, specifying the nature and extent thereof and what
         action the Credit Parties propose to take with respect thereto.

                  (d)      Annual Business Plan and Budgets. No later than the
         twenty-fifth (25th) calendar day following the end of each fiscal year
         of the Borrower, an annual business forecast of the Consolidated
         Parties containing, among other things, projected financial statements
         for the next fiscal year, financial and operating budgets, cash flow
         projections, and such other financial information as is delivered, or
         required to be delivered under the Existing Credit Agreement, whether
         or not the Existing Credit Agreement remains in effect, to the agent or
         lenders under the Existing Credit Agreement (collectively, the "Annual
         Budget"); together with appropriate supporting details as requested
         through the Agent; and as soon as possible, but in no event later than
         forty-five (45) days after the close of each of the first three fiscal
         quarters and ninety-five (95) days after the close of each fiscal year,
         a statement in which the actual results of such fiscal quarter or
         fiscal year, as the case may be, are compared with the most recent
         forecasts for such fiscal quarter or fiscal year, as the case may be.



<PAGE>   61

                                      -56-

                  (e)      Compliance with Certain Provisions of This Agreement.
         Within 95 days after the end of each fiscal year of the Credit Parties,
         or more frequently if requested by the Agent, a certificate containing
         information regarding (i) the amount of all Asset Dispositions, and
         (ii) other matters reasonably requested by the Required Lenders.

                  (f)      Accountant's Certificate. As soon as available, but
         in any event within 105 days after the close of each fiscal year of the
         Consolidated Parties, a certificate of the accountants conducting the
         annual audit stating that they have reviewed this Agreement and stating
         further whether, in the course of their audit, they have become aware
         of any Default or Event of Default and, if any such Default or Event of
         Default exists, specifying the nature and extent thereof.

                  (g)      Auditor's Reports. Promptly upon receipt thereof, a
         copy of any other report or "management letter" submitted by
         independent accountants to any Consolidated Party in connection with
         any annual, interim or special audit of the books of such Person.

                  (h)      Reports. Promptly upon transmission or receipt
         thereof, (i) copies of any filings and registrations with, and reports
         to or from, the Securities and Exchange Commission, or any successor
         agency, and copies of all financial statements, proxy statements,
         notices and reports as any Consolidated Party shall send to its
         shareholders or to a holder of any Indebtedness owed by any
         Consolidated Party in its capacity as such a holder and (ii) upon the
         reasonable request of the Agent, all reports and written information to
         and from the United States Environmental Protection Agency, or any
         state or local agency responsible for environmental matters, the United
         States Occupational Health and Safety Administration, or any state or
         local agency responsible for health and safety matters, or any
         successor agencies or authorities concerning environmental, health or
         safety matters.

                  (i)      Notices. Upon obtaining knowledge thereof, the
         Borrower will give written notice to the Agent immediately of (i) the
         occurrence of an event or condition consisting of a Default or Event of
         Default, specifying the nature and existence thereof and what action
         the Credit Parties propose to take with respect thereto, and (ii) the
         occurrence of any of the following with respect to any Consolidated
<PAGE>   62
                                      -57-

         Party (A) the pendency or commencement of any litigation, arbitral or
         governmental proceeding against such Person that if adversely
         determined is reasonably expected to have a Material Adverse Effect,
         (B) the institution of any proceedings against such Person with respect
         to, or the receipt of notice by such Person of potential liability or
         responsibility for violation, or alleged violation of any federal,
         state or local law, rule or regulation, including but not limited to,
         Environmental Laws, that if adversely determined could reasonably be
         expected to have a Material Adverse Effect, or (C) any notice or
         determination concerning the imposition of any withdrawal liability by
         a Multiemployer Plan against such Person or any ERISA Affiliate, the
         determination that a Multiemployer Plan is, or is expected to be, in
         reorganization within the meaning of Title IV of ERISA or the
         termination of any Plan.

                  (j)      ERISA. Upon obtaining knowledge thereof, the Borrower
         will give written notice to the Agent promptly (and in any event within
         five Business Days) of: (i) any event or condition, including, but not
         limited to, any Reportable Event, that constitutes, or might reasonably
         lead to, an ERISA Event; (ii) with respect to any Multiemployer Plan,
         the receipt of notice as prescribed in ERISA or otherwise of any
         withdrawal liability assessed against the Credit Parties or any ERISA
         Affiliates, or of a determination that any Multiemployer Plan is in
         reorganization or insolvent (both within the meaning of Title IV of
         ERISA); (iii) the failure to make full payment on or before the due
         date (including extensions) thereof of all amounts which any
         Consolidated Party or any ERISA Affiliate is required to contribute to
         each Plan pursuant to its terms and as required to meet the minimum
         funding standard set forth in ERISA and the Code with respect thereto;
         or (iv) any change in the funding status of any Plan that could
         reasonably be expected to have a Material Adverse Effect, together with
         a description of any such event or condition or a copy of any such
         notice and a statement by the chief financial officer of the Borrower
         briefly setting forth the details regarding such event, condition, or
         notice, and the action, if any, which has been or is being taken or is
         proposed to be taken by the Credit Parties with respect thereto, or (v)
         any change in the list of plans with respect to which the Credit
         Parties are "parties in interest" disclosed on Schedule 5.12(a)(v).
         Promptly upon request, the Credit Parties shall furnish the Lenders
         with such additional information concerning any Plan as may be
         reasonably requested, including,
<PAGE>   63
                                      -58-

         but not limited to, copies of each annual report/return (Form 5500
         series), as well as all schedules and attachments thereto required to
         be filed with the Department of Labor and/or the Internal Revenue
         Service pursuant to ERISA and the Code, respectively, for each "plan
         year" (within the meaning of Section 3(39) of ERISA).

                  (k)      Notice of Environmental Claims. Except as previously
         disclosed to the Lenders, the Borrower shall notify the Lenders in
         writing, promptly, and in any event within twenty (20) days after
         learning thereof, of any (A) notice or claim to the effect that it or
         any of its Subsidiaries is or may be liable to any Person as a result
         of the Release or threatened Release of any Material of Environmental
         Concern into the environment; (B) notice that it or any of its
         Subsidiaries is subject to investigation by any governmental authority
         evaluating whether any action is needed to respond to the Release or
         threatened Release of any Material of Environmental Concern into the
         environment; (C) notice that any property of it or its Subsidiaries is
         subject to a Lien imposed under the Environmental Laws; (D) notice of
         violation to it or any of its Subsidiaries or awareness by it or any of
         its Subsidiaries of a condition that might reasonably result in a
         notice of violation of any environmental, health or safety requirement
         under federal, state or local laws, which could reasonably be expected
         to have a Material Adverse Effect; (E) commencement or threat of any
         judicial or administrative proceeding alleging a violation of any
         environmental, health or safety requirement under federal, state or
         local laws that could reasonably be expected to have a Material Adverse
         Effect; or (F) new or proposed changes to any existing environmental,
         health or safety requirement under federal, state or local laws that
         could reasonably be expected to have a Material Adverse Effect on the
         condition (financial or otherwise) properties, business or results of
         operations of the Borrower and its Subsidiaries. With respect to
         clauses (A) through (F) above, such notice shall be required only if
         the liability or potential liability which is the subject matter of the
         notice is reasonably likely to exceed $1,000,000, or if such liability
         or potential liability when added to other liabilities of the Borrower
         and its Subsidiaries of the kind referred to in any of such clauses (A)
         through (F) above is reasonably likely to exceed $5,000,000.

                  (l)      Additional Patents and Trademarks. At the time of
         delivery of the financial statements and reports provided
<PAGE>   64
                                      -59-

         for in Section 6.1(a), a report signed by an Executive Officer of the
         Borrower setting forth (i) a list of registration numbers for all
         patents, trademarks, service marks, tradenames and copyrights awarded
         to any Consolidated Party since the last day of the immediately
         preceding fiscal year and (ii) a list of all patent applications,
         trademark applications, service mark applications, trade name
         applications and copyright applications submitted by any Consolidated
         Party since the last day of the immediately preceding fiscal year and
         the status of each such application, all in such form as shall be
         reasonably satisfactory to the Agent.

                  (m)      Other Information. With reasonable promptness upon
         any such request, such other information regarding the business,
         properties, results of operation, prospects or financial condition of
         any Consolidated Party as the Agent or any Lender may reasonably
         request.

                  (n)      Monthly Financial Information.  The Borrower shall:

                           (i) furnish or cause to be furnished to the Agent and
                  each of the Lenders a consolidated balance sheet and income
                  statement of the Consolidated Parties as of the end of each
                  month, together with related consolidated statements of cash
                  flow, by the twentieth (20th) calendar day of each fiscal
                  month, with respect to the preceding fiscal month; provided,
                  however, at the end of each of the first three fiscal quarters
                  of the fiscal year, the Borrower shall provide such
                  consolidated balance sheet, income statement and statement of
                  cash flow by the forty-fifth (45th) calendar day after the end
                  of such fiscal quarter; and provided, further, at the end of
                  the fourth fiscal quarter of any fiscal year, the Borrower
                  shall provide such consolidated statements by the ninety-fifth
                  (95th) calendar day after the end of the fiscal year;

                          (ii) furnish or cause to be furnished to the Agent and
                  each of the Lenders, by the twentieth (20th) calendar day of
                  each fiscal month, a calculation (as of the end of such
                  preceding fiscal month) of the Consolidated EBITDA for the
                  most recent fiscal month and the preceding twelve fiscal
                  months; provided, however, at the end of each of the first
                  three fiscal quarters of the fiscal year, the Borrower shall
<PAGE>   65
                                      -60-

                  provide such calculation by the forty-fifth (45th) calendar
                  day after the end of such fiscal quarter, and provided,
                  further, at the end of the fourth fiscal quarter of any fiscal
                  year, the Borrower shall provide such calculation by the
                  ninety-fifth (95th) calendar day after the end of the fiscal
                  year; and

                         (iii) by 5:00 p.m. (Eastern time) on Wednesday of each
                  week, (1) a summary statement of the cash inflows and cash
                  outflows of the Consolidated Parties for the prior week, (2)
                  cash flow projections for the Consolidated Parties for the
                  next succeeding 13 weeks, and (3) a schedule summarizing all
                  of the Funded Indebtedness of the Credit Parties.

                  All such financial information described in this Section
         6.1(n) shall be in form and detail reasonably satisfactory to the
         Agent. The monthly financial statements delivered pursuant to Section
         6.1(n)(i) shall be accompanied by a certificate of the chief financial
         officer, treasurer or controller of the Borrower to the effect that
         such monthly financial statements fairly present in all material
         respects the financial condition of the Consolidated Parties and have
         been prepared in accordance with GAAP, subject to changes resulting
         from audit and normal year-end audit adjustments.

         6.2      Preservation of Existence and Franchises.

                  Except as a result of or in connection with a dissolution,
merger or disposition of a Subsidiary permitted under Section 7.4 or Section
7.5, the Borrower will, and will cause each of its Subsidiaries to, do all
things necessary to preserve and keep in full force and effect its existence,
rights, franchises and authority.

         6.3      Books and Records.

                  The Borrower will, and will cause each of its Subsidiaries to,
keep complete and accurate books and records of its transactions in accordance
with good accounting practices on the basis of GAAP, except for departures from
GAAP (i) which are not material, (ii) which will not cause the financial
statements to fail to meet the requirements of the Securities and Exchange
Commission for financial information to be contained or incorporated by
reference in registration statements, and (iii) which do not cause the financial
statements to fail
<PAGE>   66
                                      -61-

to reflect accurately in all respects the financial condition of the Borrower.

         6.4      Compliance with Law.

                  The Borrower will, and will cause each of its Subsidiaries to,
comply with all laws, rules, regulations and orders, and all applicable
restrictions imposed by all Governmental Authorities, applicable to it and its
Property if noncompliance with any such law, rule, regulation, order or
restriction could reasonably be expected to have a Material Adverse Effect.

         6.5      Payment of Taxes and Other Indebtedness.

                  The Borrower will, and will cause each of its Subsidiaries to,
pay and discharge (a) all taxes, assessments and governmental charges or levies
imposed upon it, or upon its income or profits, or upon any of its Properties,
before they shall become delinquent, and (b) all lawful claims (including claims
for labor, materials and supplies) which, if unpaid, might give rise to a Lien
upon any of its Properties; provided, however, that no Consolidated Party shall
be required to pay any such tax, assessment, charge, levy, or claim which is
being contested in good faith by appropriate proceedings and as to which
adequate reserves therefor have been established in accordance with GAAP, unless
the failure to make any such payment (i) could give rise to an immediate right
to foreclose on a Lien securing such amounts or (ii) could reasonably be
expected to have a Material Adverse Effect.

         6.6      Insurance.

                  (a)      The Borrower will, and will cause each of its
Subsidiaries to, at all times maintain in full force and effect insurance
(including worker's compensation insurance, liability insurance, property
insurance and business interruption insurance) in such amounts, covering such
risks and liabilities and with such deductibles or self-insurance retentions as
are in accordance with reasonable business practices. The Agent shall be named
as loss payee or mortgagee, as its interest may appear, and additional insured,
as appropriate, with respect to any such insurance providing coverage in respect
of any Collateral, and each provider of any such insurance shall agree, by
endorsement upon the policy or policies issued by it or by independent
instruments furnished to the Agent, that it will give the Agent thirty (30) days
prior written notice before the coverage of any such policy or policies shall be
materially
<PAGE>   67
                                      -62-

altered or canceled, and that no act or default of any Consolidated Party or any
other Person shall affect the rights of the Agent or the Lenders under such
policy or policies. Such policies may provide that, prior to written
notification from the Agent of the incurrence of an Event of Default, the
insurer may make settlement payments in respect of such policies directly to the
Borrower notwithstanding the Agent's status as a loss payee, for payments
aggregating less than $5 million for any single casualty, loss or damage
incurred by any of the Credit Parties and not exceeding an aggregate of $10
million for all such payments made during any twelve month period by such
insurer or its Affiliates. The present insurance coverage of the Consolidated
Parties is outlined as to carrier, policy number, expiration date, type and
amount on Schedule 6.6.

                  (b)      In case of any material loss, damage to or
destruction of the Collateral of any Credit Party or any part thereof, such
Credit Party shall promptly give written notice thereof to the Agent generally
describing the nature and extent of such damage or destruction. In case of any
loss, damage to or destruction of the Collateral of any Credit Party or any part
thereof, such Credit Party, whether or not the insurance proceeds, if any,
received on account of such damage or destruction shall be sufficient for that
purpose, at such Credit Party's cost and expense, will promptly repair or
replace the Collateral of such Credit Party so lost, damaged or destroyed;
provided, however, that such Credit Party need not repair or replace the
Collateral of such Credit Party so lost, damaged or destroyed to the extent the
failure to make such repair or replacement (i) is desirable to the proper
conduct of the business of such Credit Party in the ordinary course and
otherwise in the best interest of such Credit Party; and (ii) would not
materially impair the rights and benefits of the Agent or the Lenders under the
Collateral Documents or any other Credit Document. Notwithstanding any provision
to the contrary contained in this Agreement, none of the Credit Parties shall
undertake replacement or restoration of any lost, damaged or destroyed
Collateral of such Credit Party with insurance proceeds in respect thereof
unless the Agent has received evidence reasonably satisfactory to it that the
Collateral lost, damaged or destroyed has been or will be replaced or restored
to its condition immediately prior to the loss, destruction or other event
giving rise to the payment of such insurance proceeds.

         6.7      Maintenance of Property.

                  The Borrower will, and will cause each of its Subsidiaries to,
maintain and preserve its properties and equipment
<PAGE>   68
                                      -63-

material to the conduct of its business in good repair, working order and
condition, normal wear and tear and casualty and condemnation excepted, and will
make, or cause to be made, in such properties and equipment from time to time
all repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto as may be needed or proper, to the extent and in the manner
customary for companies in similar businesses.

         6.8      Performance of Obligations.

                  The Borrower will, and will cause each of its Subsidiaries to,
perform in all respects all of its obligations under the terms of all
agreements, indentures, mortgages, security agreements or other debt instruments
to which it is a party or by which it is bound, except in any instance where the
failure to perform such obligations does not have and could not reasonably be
expected to have a Material Adverse Effect.

         6.9      Use of Proceeds.

                  The Borrower will use the proceeds of the Loans in accordance
with Section 5.15.

         6.10     Audits/Inspections.

                  Upon reasonable notice and during normal business hours, the
Borrower will, and will cause each of its Subsidiaries to, permit each Lender
and representatives appointed by the Agent, including, without limitation,
independent accountants, agents, attorneys, and appraisers to visit and inspect
its property, including its books and records, its accounts receivable and
inventory, its facilities and its other business assets, and to make photocopies
or photographs thereof and to write down and record any information such
representative obtains and shall permit each Lender and the Agent or its
representatives to investigate and verify the accuracy of information provided
to the Lenders and to discuss all such matters with the officers, employees and
representatives of such Person. The Borrower agrees that the Agent, and its
representatives and designees, may conduct audits of the Collateral from time to
time, in the discretion of the Agent and that the Credit Parties shall reimburse
the Agent for the costs and expenses of up to two audits during any fiscal year.

         6.11     Financial Covenants.

                  The Borrower shall:
<PAGE>   69
                                      -64-

                  (a)      Minimum Consolidated Net Worth. Have a Consolidated
         Net Worth as of the last day of each fiscal quarter of not less than
         (i) $20,000,000, (ii) increased on a cumulative basis as of the end of
         each fiscal quarter of the Consolidated Parties, commencing with the
         fiscal quarter ending June 30, 1998, by an amount equal to forty
         percent (40%) of Consolidated Net Income (to the extent positive) for
         the fiscal quarter then ended, and (iii) further increased on a
         cumulative basis by fifty percent (50%) of Consolidated Net Income (to
         the extent positive) for the period October 1, 1998 through September
         30, 1999.

                  (b)      Minimum Current Ratio. Have at all times a Current
         Ratio of not less than 1.4 to 1.

                  (c)      Interest Coverage Ratio. Have at the end of each
         fiscal quarter an Interest Coverage Ratio that is not less than the
         corresponding ratio indicated (it being understood and agreed that, for
         purposes of calculating the Interest Coverage Ratio for the fiscal
         quarters ending September 30, 2001, December 31, 2001 and March 31,
         2002, the Consolidated EBITDA for the fiscal quarter ending June 30,
         2001 shall be deemed to be $33,891,000, notwithstanding the fact that
         the actual Consolidated EBITDA for such fiscal quarter could be a
         different amount):

<TABLE>
<CAPTION>
                   DATE                              RATIO

      <S>                                        <C>
      June 30, 2001                              1.75 to 1.00
      September 30, 2001                         1.47 to 1.00
      December 31, 2001                          1.43 to 1.00
      March 31, 2002                             1.40 to 1.00
      June 30, 2002                              1.47 to 1.00
      September 30, 2002                         1.56 to 1.00
      December 31, 2002                          1.61 to 1.00
      March 31, 2003                             1.63 to 1.00
      June 30, 2003                              1.65 to 1.00
      September 30, 2003                         1.68 to 1.00
      December 31, 2003                          1.70 to 1.00
      March 31, 2004 and each
         quarter ending thereafter               2.00 to 1.00
</TABLE>

                  (d)      Balance Sheet Debt to Consolidated EBITDA Ratio. Have
         at the end of each fiscal quarter ending on or about each date set
         forth below, a ratio of Balance Sheet Debt on such date to Consolidated
         EBITDA for the four (4) fiscal quarters ending on such date of not more
         than the indicated amounts (it being understood and agreed that, for
         purposes of calculating such ratio for the fiscal quarters ending
         September 30, 2001, December 31, 2001 and March 31, 2002, the
         Consolidated EBITDA for the fiscal quarter ending
<PAGE>   70
                                      -65-

         June 30, 2001 shall be deemed to be $33,891,000, notwithstanding the
         fact that the actual Consolidated EBITDA for such fiscal quarter could
         be a different amount):

<TABLE>
<CAPTION>
          Date                                       Ratio

          <S>                                        <C>
          June 30, 2001                              7.73 to 1.00
          September 30, 2001                         8.45 to 1.00
          December 31, 2001                          8.10 to 1.00
          March 31, 2002                             8.29 to 1.00
          June 30, 2002                              7.89 to 1.00
          September 30, 2002                         7.30 to 1.00
          December 31, 2002                          6.80 to 1.00
          March 31, 2003                             6.72 to 1.00
          June 30, 2003                              6.63 to 1.00
          September 30, 2003                         6.55 to 1.00
          December 31, 2003                          6.46 to 1.00
          March 31, 2004 and each
               quarter ending thereafter             4.25 to 1.00
</TABLE>

                  (e)      Minimum Consolidated EBITDA. Have at the end of each
         fiscal quarter ending on or about each date set forth below, a
         Consolidated EBITDA for the indicated fiscal period ending or about
         such date of not less than the indicated amount:

<TABLE>
<CAPTION>
       DATE                        FISCAL PERIOD                      AMOUNT

<S>                        <C>                                     <C>
September 30,2001          One most recent fiscal quarter          $ 63,436,000
December 31, 2001          Two most recent fiscal quarters         $124,980,000
March 31, 2002             Three most recent fiscal quarters       $172,675,000
June 30, 2002              Four most recent fiscal quarters        $221,836,000
September, 30 2002         Four most recent fiscal quarters        $234,770,000
December 31, 2002          Four most recent fiscal quarters        $244,950,000
March 31, 2003             Four most recent fiscal quarters        $246,667,000
June 30, 2003              Four most recent fiscal quarters        $248,327,000
September 30, 2003         Four most recent fiscal quarters        $251,226,000
December 31, 2003          Four most recent fiscal quarters        $253,817,000
</TABLE>

provided, however, that if the required lenders under the Existing Credit
Agreement agree to amend the corresponding financial covenants thereunder or to
waive compliance thereof, the provisions of clauses (a), (b), (c), (d) and (e)
above will be deemed amended or waived, as the case may be, in the same manner
and to the same extent, as applicable; provided, further, however, that if the
Required Banks (as defined in the Existing Credit Agreement) under the Existing
Credit Agreement receive any fee for their agreement to amend or waive
compliance with such financial covenants, the Lenders hereunder will receive a
corresponding pro-rated fee.
<PAGE>   71

                                      -66-

         6.12     Additional Credit Parties.

                  As soon as practicable and in any event within 30 days after
any Person becomes a Subsidiary of any Credit Party, the Borrower shall provide
the Agent with written notice thereof setting forth information in reasonable
detail describing all of the Property of such Person and shall (a) if such
Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute
a Joinder Agreement in substantially the same form as Exhibit 6.12 and a
guaranty agreement substantially in the form of Exhibit A to the Collateral
Security Agreement, (b) cause 100% (if such Person is a Domestic Subsidiary of a
Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of a Credit
Party) of the Capital Stock of such Person to be delivered to the Senior
Collateral Trustee (in the event the Intercreditor Agreement shall then be in
effect) or to the Agent (in the event the Intercreditor Agreement shall not be
in effect at such time), together with undated stock powers signed in blank
(unless, with respect to a Foreign Subsidiary, such stock powers are deemed
unnecessary by the Agent in its reasonable discretion under the law of the
jurisdiction of incorporation of such Person) and pledged to the Agent pursuant
to an appropriate pledge agreement(s) in substantially the form of the Pledge
Agreement and otherwise in form acceptable to the Agent and (c) cause such
Person to (i) if such Person owns or leases any real property located in the
United States of America, deliver to the Agent with respect to such real
property documents, instruments and other items of the types required to be
delivered pursuant to Section 4.1(f) all in form, content and scope reasonably
satisfactory to the Agent and (ii) deliver such other documentation as the Agent
may reasonably request in connection with the foregoing, including, without
limitation, appropriate UCC-1 financing statements, real estate title insurance
policies, environmental reports, landlord's waivers, certified resolutions and
other organizational and authorizing documents of such Person, favorable
opinions of counsel to such Person (that shall cover, among other things, the
legality, validity, binding effect and enforceability of the documentation
referred to above and the perfection of the Agent's liens thereunder) and other
items of the types required to be delivered pursuant to Section 4.1(b), (d),
(e), (f) and (g), all in form, content and scope reasonably satisfactory to the
Agent.

         6.13     Real Estate Appraisals.

                  To the extent required by law (including pursuant to
regulations promulgated under the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, as amended), and at



<PAGE>   72

                                      -67-

the written request of the Agent, the Borrower will obtain appraisals of the
Mortgaged Properties, at the Borrower's own expense from reputable appraisers
acceptable to the Agent, and provide copies of such appraisals to the Lenders.

         6.14     Environmental Assessments.

                  To the extent required by law or upon the reasonable written
request by the Agent, the Borrower will, and cause each of its Subsidiaries to,
furnish or cause to be furnished to the Agent, at the Borrower's expense, a
report of an environmental assessment of reasonable scope, form and depth,
(including, where appropriate, invasive soil or groundwater sampling) by a
consultant reasonably acceptable to the Agent as to the nature and extent of the
presence of any Materials of Environmental Concern on any Mortgaged Properties
and as to the compliance by any Consolidated Party with Environmental Laws at
such Properties. If the Credit Parties fail to deliver such an environmental
report within seventy-five (75) days after receipt of such written request then
the Agent may arrange for same, and the Consolidated Parties hereby grant to the
Agent and their representatives access to the Mortgaged Properties to reasonably
undertake such an assessment (including, where appropriate, invasive soil or
groundwater sampling). The reasonable cost of any assessment arranged for by the
Agent pursuant to this provision will be payable by the Credit Parties on demand
and added to the obligations secured by the Collateral Documents.

         6.15     Deposit Accounts.

                  The Borrower will, and will cause each of the other Credit
Parties to, establish and maintain at all times any and all deposit accounts,
other than payroll, withholding tax and other fiduciary accounts (collectively,
the "Excluded Deposit Accounts"), with Persons approved by the Agent that have
executed tri-party agency agreements in form and substance (including with
respect to an acknowledgment of the Lien in favor of the Lenders and an
acknowledgment that if the Existing Credit Agreement is no longer in effect the
Agency Agreement will remain in full force and effect and all instructions and
requests for action thereunder will be given, in accordance with the Agency
Agreement, by the Agent) reasonably acceptable to the Agent (an "Agency
Agreement"); provided, however, that any of the Credit Parties may maintain
deposit accounts with banking institutions other than the Agent, the Lenders,
Lender Affiliates and Persons executing such Agency Agreements so long as the
aggregate amount of funds contained in all such deposit accounts (other than any
amounts in any Excluded Deposit Accounts)


<PAGE>   73

                                      -68-

does not exceed $5,000,000 at any time. The Borrower shall provide the Agent,
within twenty calendar days after the end of each fiscal month, a report
identifying all deposit accounts of the Credit Parties and their collected
balances as of the last day of the preceding fiscal month.

         6.16     Post-Closing Obligations.

                  The Borrower shall, and shall cause each appropriate Credit
Party to, take the action specified below as expeditiously as possible, but in
no event later than the number of days after the Closing Date applicable to each
item set forth below:

                  (a)      Personal Property Collateral. Within the following
number of days after the Closing Date, deliver to the Agent the following to the
extent not so delivered on or before the Closing Date:

                           (i)      within 30 days, searches of UCC filings in
         the jurisdiction of the chief executive office and jurisdiction of
         organization of each Credit Party and each jurisdiction where any
         Collateral is located or where a filing would need to be made in order
         to perfect the Agent's security interest in the Collateral, copies of
         the UCC financing statements on file in such jurisdictions and evidence
         that no Liens exist other than Permitted Liens;

                           (ii)     within 10 days, duly executed UCC financing
         statements for each appropriate jurisdiction as is necessary, in the
         Agent's sole discretion, to perfect the Agent's security interest in
         the Collateral; and

                           (iii)    within 30 days, searches of ownership of
         intellectual property in the appropriate governmental offices and such
         patent/trademark/copyright filings as requested by the Agent in order
         to perfect the Agent's security interest in the Collateral.

                  (b)      Real Property Collateral. Within 10 days (except in
the case of clause (ii) below, which shall be within five (5) days, and except
in the case of clause (iv) below, which shall be within sixty (60) days) after
the Closing Date, deliver to the Agent in each case, in form and substance
reasonably satisfactory to the Agent, the following:

                           (i)      fully duly executed and notarized mortgages,
         deeds of trust or deeds to secure debt (each,


<PAGE>   74

                                      -69-

         as the same may be amended, modified, restated or supplemented from
         time to time, a "Mortgage Instrument" and, collectively, the "Mortgage
         Instruments") encumbering the fee interest and/or leasehold interest of
         any applicable Credit Party in each real property asset designated in
         Schedule 5.20(a) (each a "Mortgaged Property" and collectively, the
         "Mortgaged Properties") securing Indebtedness in the amount of
         $165,000,000 together with such certificates, affidavits,
         questionnaires or returns as shall be required in connection with the
         recording or filing thereof to create a lien under applicable law;
         provided, however, in the case of each Mortgage Instrument encumbering
         Mortgaged Property located in Virginia or Florida such Mortgage
         Instrument shall secure Indebtedness in an amount (the "Designated
         Amount") equal to the greater of (1) 200% of the fair market value of
         such Mortgaged Property as identified in the Valuation Certificate and
         (2) 200% of the book value of such Mortgaged Property as identified in
         the Valuation Certificate; provided, further, however, that in the case
         of the Mortgaged Property located in Florida the Indebtedness secured
         by such Mortgaged Instrument in no event shall be less than $17,594,531
         and provided, further, in the case of any Mortgaged Property located in
         Alabama, the Borrower shall use commercially reasonable efforts to
         obtain a court order permitting the recordation of a Mortgage
         Instrument with respect to each Mortgaged Property securing
         Indebtedness in the amount of $165,000,000 but allocating mortgage
         recording tax liability in proportion to the value of the Mortgaged
         Property located in Alabama as compared to the total value of the
         Collateral; provided, further, that in the event the Borrower shall not
         obtain such court order within 6 days after the Closing Date, such
         Mortgaged Instruments shall secure Indebtedness in the Designated
         Amount for each Mortgaged Property in Alabama.

                           (ii)     a certificate (the "Valuation Certificate")
         executed by an Executive Officer of the Borrower (on behalf of the
         Borrower) certifying as to the current book value of each Mortgaged
         Property and the fair market value of such Mortgaged Property as of the
         1999 tax year, as determined by each respective county taxing
         authority;

                           (iii)    an ALTA Mortgage title insurance policy
         (each, a "Mortgage Policy" and, collectively the "Mortgage Policies")
         issued by Chicago Title Insurance Company (the "Title Company"), with
         respect to each particular Mortgaged Property, assuring the Agent that
         the applicable


<PAGE>   75

                                      -70-

         Mortgage Instrument creates a valid and enforceable second priority
         mortgage lien on the applicable Mortgaged Property, free and clear of
         all defects and encumbrances except Permitted Liens, which Mortgage
         Policy shall (x) be in an amount equal to the greater of (1) 200% of
         the fair market value of the applicable Mortgaged Property as
         identified in the Valuation Certificate and (2) 200% of the book value
         of the applicable Mortgaged Property as identified in the Valuation
         Certificate; provided, however, that in the case of the Mortgaged
         Property located in Florida, such amount shall not be less than
         $17,594,531, (y) be in form and substance reasonably satisfactory to
         the Agent and (z) provide for affirmative insurance, endorsements
         (including, without limitation, endorsements on matters relating to
         usury (provided that to the extent such endorsement shall be
         unavailable in any jurisdiction, the Borrower shall deliver an opinion
         of counsel with respect thereto in form and substance reasonably
         satisfactory to the Agent), first loss, last dollar, zoning,
         contiguity, doing business, public road access, survey and so-called
         comprehensive coverage over covenants and restrictions) and such
         reinsurance as the Agent may reasonably request, all of the foregoing
         in form and substance reasonably satisfactory to the Agent;

                           (iv)     with respect to each Mortgaged Property a
         survey in such form as shall be required by the title insurance company
         issuing the Mortgage Policy with respect to such Mortgaged Property to
         issue the so-called comprehensive coverage required under paragraph
         (b)(iii) of this Section 6.16 and to remove the standard survey
         exceptions from the Mortgage Policy; and

                            (v)     evidence reasonably acceptable to the Agent
         of payment by the Borrower of all mortgage recording taxes, fees,
         charges, costs and expenses required for the recording of the Mortgage
         Instruments described in paragraph (b)(i) of this Section 6.16.

                  (c)      Priority of Liens. Reasonably promptly, after demand
therefor, deliver to the Agent reasonably satisfactory evidence that (i) the
Agent, on its behalf and on behalf of the Lenders, holds a perfected, second
priority Lien on all Collateral and (ii) none of the Collateral is subject to
any Liens other than Permitted Liens.

                  (d)      Opinions of Counsel. Within 10 days after the Closing
Date, deliver to the Agent an opinion from local counsel

<PAGE>   76

                                      -71-

in each State in which any Mortgaged Properties are located and in the State of
Delaware and Georgia in form and substance as shall be reasonably satisfactory
to the Administrative Agent.

                  (e)      Schedules. Within 10 days after the Closing Date,
deliver to the Agent schedules to the Credit Documents in form and substance as
shall be reasonably satisfactory to the Administrative Agent.

                                    SECTION 7

                               NEGATIVE COVENANTS

                  The Borrower hereby covenants and agrees that, so long as this
Agreement is in effect or any amounts payable hereunder or under any other
Credit Document shall remain outstanding:

         7.1      Indebtedness.

                  The Borrower will not, and will not permit any Consolidated
Party to, contract, create, incur, assume or permit to exist any Indebtedness,
except:

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

                  (b)      Indebtedness of the Borrower and its Subsidiaries,
         including under the Existing Credit Agreement, set forth in Schedule
         7.1 (and renewals, refinancings and extensions thereof on terms and
         conditions no less favorable to such Person than such existing
         Indebtedness and no such Indebtedness shall be refinanced for a
         principal amount in excess of the principal balance outstanding thereon
         at the time of such refinancing); provided however, that the Borrower
         will not, and will not permit any Consolidated Party to, borrow under
         the Existing Credit Agreement unless such borrowing is permitted under
         the Senior Note Indentures (it being understood, for the avoidance of
         doubt, that the term "Senior Credit Facility" as used in Section
         10.11(b) thereof (as in effect on the date hereof) shall include the
         Loan);

                  (c)      purchase money Indebtedness (including obligations in
         respect of Capital Leases or Synthetic Leases)


<PAGE>   77

                                      -72-

         hereafter incurred by the Borrower or any of its Subsidiaries to
         finance the purchase of fixed assets provided that (i) the total of all
         such Indebtedness for all such Persons taken together (including any
         such Indebtedness referred to in subsection (b) above) shall not exceed
         an aggregate principal amount of $20,000,000 at any one time
         outstanding; (ii) such Indebtedness when incurred shall not exceed the
         purchase price of the asset(s) financed; and (iii) no such Indebtedness
         shall be refinanced for a principal amount in excess of the principal
         balance outstanding thereon at the time of such refinancing;

                  (d)      obligations of the Borrower or any of its
         Subsidiaries in respect of Hedging Agreements entered into in order to
         manage existing or anticipated interest rate or exchange rate risks and
         not for speculative purposes; provided that the total of such
         Indebtedness for all such Persons taken together shall not exceed
         $10,000,000 at any time calculated on a marked-to-market basis;

                  (e)      intercompany Indebtedness arising out of loans and
         advances permitted under Section 7.6;

                  (f)      obligations of the Borrower or any of its
         Subsidiaries in connection with any Permitted Receivables Financing up
         to $160,000,000 in the aggregate committed amount any time; provided
         that the Borrower may, upon at least five Business Days' advance
         written notice to the Agent, incur Expanded Permitted Receivables
         Financing of up to $200,000,000 as long as simultaneously with such
         notice the Borrower provides notice under Section 3.4(a) of the
         Existing Credit Facility that it is permanently reducing the Revolving
         Committed Amount (as defined in the Existing Credit Agreement) then in
         effect by the Additional Permitted Receivables Financing Amount
         thereunder and such permanent reduction occurs;

                  (g)      Indebtedness arising under the Senior Note Indentures
         and the Senior Notes;

                  (h)      in addition to the Indebtedness otherwise permitted
         by this Section 7.1, other unsecured Indebtedness hereafter incurred by
         the Borrower or any of its Subsidiaries provided that the aggregate
         principal amount of such Indebtedness plus the aggregate outstanding
         principal amount of Indebtedness permitted pursuant to clauses (b) and
         (c) above shall not exceed the sum of the amount of


<PAGE>   78

                                      -73-

         the Revolving Committed Amount (as defined in the Existing Credit
         Agreement) and $100,000,000 at any time;

                  (i)      other unsecured Indebtedness of the Borrower or its
         Subsidiaries, if at the time of and after giving pro forma effect to
         the incurrence of such Indebtedness (including the application of the
         proceeds thereof) and any Acquisitions and any Asset Dispositions that
         occurred during the period beginning four full fiscal quarters
         immediately prior to such incurrence as though such events occurred on
         the first day of such period, the Interest Coverage Ratio for such four
         fiscal quarter period of the Borrower is equal to or greater than 2.0
         to 1.0; and

                  (j)      Guaranty Obligations of any Credit Party with respect
         to any Indebtedness of another Credit Party permitted under this
         Section 7.1.

         7.2      Liens.

                  The Borrower will not, and will not permit any Consolidated
Party to, contract, create, incur, assume or permit to exist any Lien with
respect to any of its Property, whether now owned or after acquired, except for
Permitted Liens.

         7.3      Nature of Business.

                  The Borrower will not, and will not permit any Consolidated
Party to, substantially alter the character or conduct of the business conducted
by such Person as of the Closing Date.

         7.4      Consolidation, Merger, Dissolution, Etc.

                  The Borrower will not, and will not permit any Consolidated
Party to, enter into any transaction of merger or consolidation or liquidate,
wind up or dissolve itself (or suffer any liquidation or dissolution); provided
that, notwithstanding the foregoing provisions of this Section 7.4:

                  (a)      the Borrower may merge or consolidate with any of its
         Subsidiaries provided that (i) the Borrower shall be the continuing or
         surviving corporation, and (ii) the Credit Parties shall cause to be
         executed and delivered such documents, instruments and certificates as
         the Agent may request so as to cause the Credit Parties to be in
         compliance with the terms of Sections 2.2 and 2.3 of the
<PAGE>   79
                                      -74-


         Collateral Security Agreement after giving effect to such transaction;

                  (b)      any Credit Party other than the Borrower may merge or
         consolidate with any other Credit Party other than the Borrower
         provided that the Credit Parties shall cause to be executed and
         delivered such documents, instruments and certificates as the Agent may
         request so as to cause the Credit Parties to be in compliance with the
         terms of Sections 2.2 and 2.3 of the Collateral Security Agreement
         after giving effect to such transaction;

                  (c)      any Consolidated Party that is not a Credit Party may
         be merged or consolidated with or into any Credit Party provided that
         (i) such Credit Party shall be the continuing or surviving corporation
         and (ii) the Credit Parties shall cause to be executed and delivered
         such documents, instruments and certificates as the Agent may request
         so as to cause the Credit Parties to be in compliance with the terms of
         Sections 2.2 and 2.3 of the Collateral Security Agreement after giving
         effect to such transaction;

                  (d)      any Consolidated Party that is not a Credit Party may
         be merged or consolidated with or into any other Consolidated Party
         that is not a Credit Party;

                  (e)      the Borrower or any Subsidiary of the Borrower may
         merge with any Person other than a Consolidated Party in connection
         with an Acquisition permitted by Section 7.6(b) if (i) the Borrower or
         such Subsidiary shall be the continuing or surviving corporation, (ii)
         the Credit Parties shall cause to be executed and delivered such
         documents, instruments and certificates as the Agent may request so as
         to cause the Credit Parties to be in compliance with the terms of
         Sections 2.2 and 2.3 of the Collateral Security Agreement after giving
         effect to such transaction and (iii) the Borrower shall have delivered
         to the Agent a Pro Forma Compliance Certificate demonstrating that,
         upon giving effect on a pro forma basis to such transaction, no Default
         or Event of Default would exist; and

                  (f)      any Wholly Owned Subsidiary of the Borrower may
         dissolve, liquidate or wind up its affairs at any time.





<PAGE>   80
                                      -75-


         7.5      Asset Dispositions.

                  The Borrower will not, and will not permit any Consolidated
Party to, make any Asset Disposition (including, without limitation, any Sale
and Leaseback Transaction) other than Excluded Asset Dispositions unless (a) if
such transaction is a Sale and Leaseback Transaction, such transaction is
permitted by the terms of Section 7.12, (b) such transaction does not involve
the sale or other disposition of a minority equity interest in any Consolidated
Party, (c) the Borrower shall have delivered to the Agent a Pro Forma Compliance
Certificate demonstrating that, upon giving effect on a pro forma basis to such
transaction, no Default or Event of Default would exist hereunder and (d) no
later than 10 Business Days prior to such Asset Disposition, the Agent and the
Lenders shall have received a certificate of an officer of the Borrower
specifying the anticipated or actual date of such Asset Disposition, briefly
describing the assets to be sold or otherwise disposed of and setting forth the
net book value of such assets, the aggregate consideration and the Net Cash
Proceeds to be received for such assets in connection with such Asset
Disposition.

         7.6      Investments and Acquisitions.

                  (a)      Investments and Loans. The Borrower will not, and
will not permit any Consolidated Party to, have or make any loan or advance to
or investment in any Subsidiary or other Affiliate or any other Persons except
(i) Subsidiaries of the Borrower may make any loans and/or advances to the
Borrower, (ii) for Permitted Investments, (iii) for investments that are Capital
Expenditures; provided, however, that such Capital Expenditures are made in the
ordinary course of the Consolidated Parties' business and in a manner not
materially inconsistent with the Annual Budget; and, provided, further, that the
Borrower will not permit Capital Expenditures of the Consolidated Parties to
exceed, in the aggregate, (x) $85 million during the fiscal year 2001 (which
amount of Capital Expenditures includes any amounts expended in fiscal year 2001
prior to the Closing Date), and (y) for any fiscal year thereafter, $65 million
plus up to $20 million of any unused Capital Expenditures from the prior year;
and, provided, further, that neither the Borrower nor any of its Subsidiaries
shall make such an investment in a Subsidiary other than a Credit Party except
as permitted by Section 7.6(a)(viii), (iv) the Borrower may maintain its
Investments in, and have loans and/or advances to, its Subsidiaries existing on
the date hereof and thereafter may make loans and/or advances to the other
Credit Parties in the ordinary course of business consistent with past
practices,

<PAGE>   81
                                      -76-


(v) each Subsidiary of the Borrower may maintain its Investments in, and have
loans and/or advances to, its Subsidiaries existing on the date hereof and
thereafter may make loans and/or advances to such Subsidiaries that are Credit
Parties in the ordinary course of business consistent with past practices, (vi)
the Borrower may make loans and/or advances (A) to employees of the Borrower and
its Subsidiaries, provided such loans do not exceed $500,000 to any one such
employee and $1,500,000 in the aggregate and (B) to employees of the Borrower
and its Subsidiaries to cover reasonable travel expenses incurred in the
ordinary course of business within the scope of such employee's employment,
(vii) the Borrower and its Subsidiaries may make investments (x) permitted by
Section 7.6(b) and (y) in Finco as set forth in the Permitted Receivables
Financing; provided, however, at no time shall the Borrower make, cause or
permit outstanding loans and/or advances from the Credit Parties to Finco to
exceed an aggregate amount, measured as of the last Business Day of each
calendar month, of more than $25.0 million for more than any three (3)
consecutive calendar months; and provided, further, that the Borrower shall
provide to the Agent, within twenty calendar days after the end of each fiscal
month, a written statement certifying the amount of such outstanding loans or
advances to Finco as of the last day of the preceding fiscal month, (viii)
loans, advances and Investments to and in Foreign Subsidiaries and joint
ventures of the Borrower and its Subsidiaries in the cumulative amount of
$10,000,000 from and after the Closing Date (in addition to the Borrower's
Investments in WestPoint Stevens (Europe) Limited and WestPoint Stevens (UK)
Limited existing as of the Closing Date) and (ix) advances and royalty payments
to customers and licensors in the ordinary course of business.

                  (b)      Acquisitions. The Borrower will not permit any
Consolidated Party to acquire any assets of another Person (including Capital
Stock), except (A) each of the Borrower and its Subsidiaries may acquire (i)
inventory and other assets in the ordinary course of business and (ii) the
assets or Capital Stock of its Subsidiaries, and (B) the Borrower and its
Subsidiaries may acquire other assets (including Capital Stock of Persons that
become Subsidiaries after the Closing Date) provided that (i) the Acquisition
Consideration paid therefor is not greater than the fair market value of the
Property or Capital Stock acquired, (ii) the aggregate Acquisition Consideration
for all such acquisitions from and after the June 9, 1998 does not exceed
$85,000,000, (iii) the Agent shall have received all items in respect of the
Capital Stock or Property acquired in such Acquisition required to be delivered
by the terms of the Collateral Security Agreement, (iv) the Borrower
<PAGE>   82
                                      -77-


shall have delivered to the Agent a Pro Forma Compliance Certificate
demonstrating that, upon giving effect to such Acquisition on a pro forma basis,
the Credit Parties shall be in compliance with all of the covenants set forth in
Section 6.11, (v) if any Indebtedness is to be assumed or incurred by any
Consolidated Party in connection with such Acquisition, such Indebtedness is
permitted to be incurred pursuant to Section 7.1 hereof and (vi) such
Acquisition is of a business engaged in, or of assets used in, the same or a
similar business to that currently conducted by the Borrower and its
Subsidiaries.

         7.7      Restricted Payments.

                  The Borrower will not permit any Consolidated Party to make
directly or indirectly any Restricted Debt Payment or any Restricted Equity
Payment. Notwithstanding any other term or provision hereof, the Borrower will
not permit any Consolidated Party to make (i) any redemption, retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct
or indirect, of any shares of any class of Capital stock of any Consolidated
Party, now or hereafter outstanding, or (ii) any payment made to retire, or to
obtain the surrender of, any outstanding warrants, options or other rights to
acquire shares of any class of Capital Stock of any Consolidated Party, now or
hereafter outstanding.

         7.8      Transactions with Affiliates.

                  The Borrower will not permit any Consolidated Party to enter
into any transaction or any agreement with an Affiliate, including, without
limitation, the purchase, sale or exchange of property or the rendering of any
service to or by an Affiliate; provided that for purposes of the foregoing
restriction, the Borrower and its Subsidiaries and Finco shall not be considered
to be Affiliates of each other, and except that the Borrower and its
Subsidiaries may enter into transactions with Affiliates in the ordinary course
of business, provided that the terms of such transactions are no less favorable
to the Borrower or the relevant Subsidiary than those that would have obtained
in a comparable transaction with an unaffiliated third party.

         7.9      Fiscal Year; Organizational Documents.

                  The Borrower will not (a) permit any other Consolidated Party
to change its fiscal year or amend, modify or change its articles of
incorporation (or corporate charter or other similar organizational document) or
bylaws (or other

<PAGE>   83
                                      -78-


similar document) in a manner which could have an adverse effect on the Lenders
as lenders hereunder, and (b) change its fiscal year or amend modify or change
its articles of incorporation or corporate charter except (i) to provide
indemnification for officers and directors upon customary terms as permitted by
applicable law, and (ii) to make additional amendments to the charter and bylaws
of the Borrower which could not have an adverse effect on the Lenders as lenders
hereunder and which do not (A) change the authorized Capital Stock of the
Borrower, except as described in Schedule 7.9, (B) change the name of the
Borrower, or (C) add provisions concerning matters not presently addressed in
such articles of incorporation or bylaws.

         7.10     Limitation on Restricted Actions.

                  The Borrower will not permit any Consolidated Party to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any such Person to
(a) pay dividends or make any other distributions to any Credit Party on its
Capital Stock or with respect to any other interest or participation in, or
measured by, its profits, (b) pay any Indebtedness or other obligation owed to
any Credit Party, (c) make loans or advances to any Credit Party, (d) sell,
lease or transfer any of its properties or assets to any Credit Party, or (e)
act as a Guarantor and pledge its assets pursuant to the Credit Documents or any
renewals, refinancings, exchanges, refundings or extension thereof, except (in
respect of any of the matters referred to in clauses (a)-(d) above) for such
encumbrances or restrictions existing under or by reason of (i) this Agreement
and the other Credit Documents, (ii) the documents executed in connection with
any Permitted Receivables Financing (but only to the extent that the related
encumbrance or restriction pertains to the applicable Transferred Assets
actually sold, contributed, financed or otherwise conveyed or pledged pursuant
to such Permitted Receivables Financing), (iii) applicable law, (iv) the
Existing Credit Agreement and (v) any document or instrument governing
Indebtedness incurred pursuant to Section 7.1(c); provided that any such
restriction contained therein relates only to the asset or assets constructed or
acquired in connection therewith. The Borrower will not enter into any amendment
or modification of the Senior Notes or the Senior Indentures that (i) changes
the maturity date of such Senior Notes to occur prior to the Maturity Date or
(ii) makes any affirmative or negative covenants in such Senior Indentures to be
more restrictive on the Borrower than comparable covenants in this Agreement.
<PAGE>   84
                                      -79-


         7.11     Ownership of Subsidiaries.

                  Notwithstanding any other provisions of this Agreement to the
contrary, the Borrower will not permit any Consolidated Party to (i) permit any
Person (other than the Borrower or any Wholly Owned Subsidiary of the Borrower)
to own any Capital Stock of any Domestic Subsidiary of the Borrower, (ii) permit
any Subsidiary of the Borrower to issue Capital Stock (except to the Borrower or
to a Wholly Owned Subsidiary of the Borrower), (iii) permit, create, incur,
assume or suffer to exist any Lien thereon, in each case except (A) to qualify
directors where required by applicable law or to satisfy other requirements of
applicable law with respect to the ownership of Capital Stock of Foreign
Subsidiaries, (B) as a result of or in connection with a dissolution, merger or
disposition of a Subsidiary permitted under Section 7.4 or Section 7.5 or (C)
for Permitted Liens and (iv) notwithstanding anything to the contrary contained
in clause (ii) above, permit any Subsidiary of the Borrower to issue any shares
of preferred Capital Stock.

         7.12     Sale Leasebacks.

                  The Borrower will not permit any Consolidated Party, directly
or indirectly, to become or remain liable as lessee or as guarantor or other
surety with respect to any lease of any Property (whether real, personal or
mixed), whether now owned or hereafter acquired, (a) which such Consolidated
Party has sold or transferred or is to sell or transfer to a Person that is not
a Consolidated Party, or (b) which such Consolidated party intends to use for
substantially the same purpose as any other Property that has been sold or is to
be sold or transferred by such Consolidated Party to another Person that is not
a Consolidated Party in connection with such lease, unless, in each case, such
transaction is structured as a Synthetic Lease or Operating Lease and (w) the
aggregate consideration to be received by such Consolidated Party on account of
its sale, transfer or other disposition of such Property shall not be less than
the fair market value for such property and shall be in the form of cash or cash
equivalents, (x) no later than 10 Business Days prior to such sale, transfer or
other disposition, the Agent and the Lenders shall have received a certificate
of an officer of the Borrower specifying the anticipated or actual date of such
transaction, briefly describing the Property to be sold, transferred or disposed
of, and the estimated Net Cash Proceeds to be received for such Property, (y)
the Borrower shall have delivered to the agent a Pro Forma Compliance
Certificate demonstrating that, upon giving effect on a pro forma basis to such
transaction, no Default or Event
<PAGE>   85
                                      -80-


of Default would exist hereunder, and (z) within the period of 5 Business Days
following the consummation of such sale, transfer or other disposition, the
Borrower shall (or cause its Subsidiaries to) prepay the Loan in a principal
amount equal to the Net Cash Proceeds received in connection with such sale and
transfer or other disposition, if any, remaining after the Borrower complies
with Section 8.12 of the Existing Credit Agreement; provided, however, the
aggregate consideration received in all such transactions by any Consolidated
Party shall not exceed $50,000,000 in the aggregate from and after the Closing
Date and after giving effect to each such transaction. In case of any conflict
between this Section and Section 7.5 in the instance of any Sale Leaseback
Transaction, this Section 7.12 shall control. Notwithstanding any other
provision hereof, no sale, transfer or other conveyance of Property as part of a
Sale Leaseback Transaction shall constitute an Excluded Asset Disposition.

         7.13     No Negative Pledges.

                  The Borrower will not permit any Consolidated Party to enter
into, assume or become subject to any agreement prohibiting or otherwise
restricting the creation or assumption of any Lien upon its properties or
assets, whether now owned or hereafter acquired, or requiring the grant of any
security for such obligation if security is given for some other obligation,
except (a) pursuant to this Agreement and the other Credit Documents, (b)
pursuant to the documents executed in connection with any Permitted Receivables
Financing (but only to the extent that the related prohibitions against other
encumbrances pertain to the applicable Transferred Assets actually sold,
contributed, financed or otherwise conveyed or pledged pursuant to such
Permitted Receivables Financing), (c) pursuant to any document or instrument
governing Indebtedness incurred pursuant to Section 7.1(c), provided that any
such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, (d) pursuant to the Existing
Credit Agreement and (e) pursuant to any document or instrument executed only by
one or more Foreign Subsidiaries of the Borrower in connection with their
obtaining financing in foreign jurisdictions in which they conduct business (to
the extent such financing is otherwise permitted by Section 7.1 hereof),
provided that any such restriction relates only to the assets owned by such
Foreign Subsidiaries and does not restrict any pledge of Capital Stock by a
direct Foreign Subsidiary of any Credit Party in favor of the Agent for the
benefit of the Lenders.
<PAGE>   86
                                      -81-


         7.14     Operating Lease Obligations.

                  The Borrower will not permit any Consolidated Party to enter
into, assume or permit to exist any Operating Leases, except that the Borrower
and its Subsidiaries may suffer to exist (and enter into renewals of) leases to
which any of them is a party on the Closing Date and may enter into or assume
new Operating Leases in the ordinary course of its business.

         7.15     Dividends and Other Distributions.

                  The Borrower will not permit any Consolidated Party to declare
or pay any dividend on, or purchase or redeem any shares of, any class of
Capital Stock of any Subsidiary of the Borrower (except pursuant to a merger
permitted by Section 7.4), or make any other payment or distribution on or in
respect of any class of Capital Stock of any Subsidiary of the Borrower or set
aside any amounts for any such purpose, except:

                  (i)      any Wholly Owned Subsidiary of the Borrower may
         declare and pay dividends to the Borrower or a Wholly Owned Subsidiary
         of the Borrower; and

                  (ii)     any Subsidiary of the Borrower may distribute shares
         of its common stock to holders of the same or another class of its
         common stock as a stock dividend or in connection with a stock split.

         7.16     Environmental Liabilities.

                  The Borrower will not permit any Consolidated Party to become
subject to any liabilities, obligations or costs which the Agent reasonably
deems have or are likely to have a Material Adverse Effect on the condition
(financial or otherwise), properties, business or results of operations of the
Borrower and its Subsidiaries taken as a whole arising out of or relating to (i)
the Release or threatened Release at any location of any Material of
Environmental Concern into the environment, or any remedial action in response
thereto, or (ii) any violation of any environmental, health or safety
requirement under federal, state or local laws; provided, however, that prior to
the date that the Borrower or any Subsidiary of the Borrower is required to pay
such liability this covenant shall not be violated so long as (A) the Borrower
shall have notified the Agent of the assertion of such liability or required
expenditures promptly upon obtaining knowledge of such assertion, (B) the
Borrower shall have continued to furnish the Agent with such information
concerning such asserted
<PAGE>   87
                                      -82-


liability or required expenditure as the Agent shall have reasonably requested,
or as otherwise provided herein and (C) the Borrower or such Subsidiary shall,
to the extent deemed appropriate in its business judgment, be diligently
pursuing indemnification for such liability or required expenditures from any
Person which has an obligation to provide such indemnification.

         7.17     Futures Contracts.

                  The Borrower will not permit any Consolidated Party to
purchase, sell or otherwise deal with contracts for the future delivery of
goods, commodities or services, or in commodities options, including, without
limitation, cotton futures, except for hedge transactions or hedging positions
in a contract for future delivery of goods, commodities, or services, where such
transactions or positions represent a substitute for transactions to be made or
positions to be taken at a later time and where such transactions or positions
are economically appropriate to the reduction of risks in the conduct and
management of the Consolidated Parties' respective businesses, provided,
however, that Hedging Agreements are not limited by this provision.

         7.18     Inactive Subsidiaries.

                  The Borrower will not permit any Consolidated Party to
transfer any asset or assets (including Capital Stock) with an aggregate value
in excess of $10,000 to any Inactive Subsidiary or permit any Inactive
Subsidiary to engage in any business activity unless such Inactive Subsidiary is
then a Guarantor and Grantor under the Collateral Trust Agreement.

         7.19     Existing Credit Facility.

                  Subject to the provisions with respect to the Existing Credit
Agreement set forth in Section 6.11, the Borrower will not amend or modify the
Existing Credit Agreement in any manner adverse to the Lenders (including
without limitation the provisions in respect of permanent reduction of the
amount available under the Existing Credit Agreement contained in Sections 3.4
and 8.12 thereof).
<PAGE>   88
                                      -83-


                                    SECTION 8

                                EVENTS OF DEFAULT


         8.1      Events of Default.

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

                  (a)      Payment.  Any Credit Party shall

                           (i)      default in the payment when due of any
                  principal of the Loan (including, without limitation, pursuant
                  to Section 3.2(c) or 7.12), or

                           (ii)     default, and such default shall continue for
                  two (2) or more Business Days, in the payment when due of any
                  interest on the Loan or other amounts owing hereunder, under
                  any of the other Credit Documents or in connection herewith or
                  therewith; or

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

                  (c)      Covenants.  Any Credit Party shall

                            (i)     default in the due performance or observance
                  of any term, covenant or agreement contained in Section 6.2,
                  6.9, 6.11, 6.12, 7.2, 7.4, 7.5, 7.6, 7.7, 7.8 or 7.15;

                           (ii)     default in the due performance or observance
                  of any term, covenant or agreement contained in Sections
                  6.1(a), (b), (c) or (d) and such default shall continue
                  unremedied for a period of at least 5 days;

                          (iii)     default in the due performance or observance
                  by it of any term, covenant or agreement (other than those
                  referred to in subsections (a), (b), (c)(i) or (c)(ii) of this
                  Section 8.1) contained in


<PAGE>   89
                                      -84-


                  this Agreement and such default shall continue unremedied for
                  a period of at least 20 days after the earlier of a
                  responsible officer of a Credit Party becoming aware of (or
                  should have been aware of) such default or written or
                  telephonic notice (confirmed in writing) thereof by the Agent;

                           (iv)     default in the due performance or observance
                  by it of any term, covenant or agreement contained in Section
                  6.16 upon written or telephonic notice (confirmed in writing)
                  thereof to the Borrower by the Agent; or

                  (d)      Other Credit Documents. (i) Any Credit Party shall
         default in the due performance or observance of any term, covenant or
         agreement in any of the other Credit Documents (subject to applicable
         grace or cure periods, if any), or (ii) except as a result of or in
         connection with a dissolution, merger or disposition of a Subsidiary
         permitted under Section 7.4 or Section 7.5, any Credit Document shall
         fail to be in full force and effect or to give the Agent and/or the
         Lenders the Liens, rights, powers and privileges purported to be
         created thereby, or any Credit Party shall so state in writing; or

                  (e)      Guaranties. Except as the result of or in connection
         with a dissolution, merger or disposition of a Subsidiary permitted
         under Section 7.4 or Section 7.5, the guaranty given by any Guarantor
         hereunder (including any Additional Credit Party) or any provision
         thereof shall cease to be in full force and effect, or any Guarantor
         (including any Additional Credit Party) hereunder or any Person acting
         by or on behalf of such Guarantor shall deny or disaffirm such
         Guarantor's obligations under such guaranty, or any Guarantor shall
         default in the due performance or observance of any term, covenant or
         agreement on its part to be performed or observed pursuant to any
         guaranty; or

                  (f)      Bankruptcy, etc.  Any Bankruptcy Event shall occur
         with respect to any Consolidated Party; or

                  (g)      Defaults under Other Agreements. With respect to any
         Indebtedness (other than Indebtedness outstanding under this Agreement)
         in excess of $10,000,000 in the aggregate for the Consolidated Parties
         taken as a whole, (A) any Consolidated Party shall (1) default in any
         payment (beyond the applicable grace period with respect


<PAGE>   90
                                      -85-


         thereto, if any) with respect to any such Indebtedness, or (2) the
         occurrence and continuance of an event of default (and after any
         applicable grace period) in the observance or performance relating to
         such Indebtedness or contained in any instrument or agreement
         evidencing, securing or relating thereto, or any other event or
         condition shall occur or exist, the effect of which event or condition
         is to cause, or permit, the holder or holders of such Indebtedness (or
         trustee or agent on behalf of such holders) to cause, any such
         Indebtedness to become due prior to its stated maturity; or (B) any
         such Indebtedness shall be declared due and payable, or required to be
         prepaid other than by a regularly scheduled required prepayment, prior
         to the stated maturity thereof; or

                  (h)      Judgments. One or more judgments or decrees shall be
         entered against one or more of the Consolidated Parties involving a
         liability of $10,000,000 or more in the aggregate (to the extent not
         paid or fully covered by insurance provided by a carrier who has
         acknowledged coverage and has the ability to perform) and any such
         judgments or decrees shall not have been vacated, discharged or stayed
         or bonded pending appeal within 30 days from the entry thereof; or

                  (i)      ERISA. Any of the following events or conditions, if
         such event or condition could reasonably be expected to have a Material
         Adverse Effect: (i) any "accumulated funding deficiency," as such term
         is defined in Section 302 of ERISA and Section 412 of the Code, whether
         or not waived, shall exist with respect to any Plan, or any lien shall
         arise on the assets of any Consolidated Party or any ERISA Affiliate in
         favor of the PBGC or a Plan; (ii) an ERISA Event shall occur with
         respect to a Single Employer Plan, which is, in the reasonable opinion
         of the Agent, likely to result in the termination of such Plan for
         purposes of Title IV of ERISA; (iii) an ERISA Event shall occur with
         respect to a Multiemployer Plan or Multiple Employer Plan, that is, in
         the reasonable opinion of the Agent, likely to result in (A) the
         termination of such Plan for purposes of Title IV of ERISA, or (B) any
         Consolidated Party or any ERISA Affiliate incurring any liability in
         connection with a withdrawal from, reorganization of (within the
         meaning of Section 4241 of ERISA), or insolvency of (within the meaning
         of Section 4245 of ERISA) such Plan; or (iv) any prohibited transaction
         (within the meaning of Section 406 of ERISA or Section 4975 of the
         Code) or breach of fiduciary responsibility


<PAGE>   91
                                      -86-


         shall occur that may subject any Consolidated Party or any ERISA
         Affiliate to any liability under Sections 406, 409, 502(i), or 502(l)
         of ERISA or Section 4975 of the Code, or under any agreement or other
         instrument pursuant to which any Consolidated Party or any ERISA
         Affiliate has agreed or is required to indemnify any person against any
         such liability; or

                  (j)      Senior Note Indentures. There shall occur and be
         continuing any Event of Default under and as defined in the Senior Note
         Indentures; or

                  (k)      Ownership.  There shall occur a Change of Control; or

                  (l)      Uninsured Loss. There occurs any material uninsured
         damage to, or loss, theft or destruction of, or material environmental
         impairment to, any material portion of the Collateral.

         8.2      Acceleration; Remedies.

                  Upon the occurrence of an Event of Default, and at any time
thereafter unless and until such Event of Default has been waived by the
requisite Lenders (pursuant to the voting requirements of Section 10.6) or cured
to the satisfaction of the requisite Lenders (pursuant to the voting procedures
in Section 10.6), the Agent shall, upon the request and direction of the
Required Lenders, by written notice to the Credit Parties take any of the
following actions:

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

                  (b)      Enforcement of Rights. Enforce any and all rights and
         interests created and existing under the Credit Documents including,
         without limitation, all rights and remedies existing under the
         Collateral Documents, all rights and remedies against a Guarantor and
         all rights of set-off.

<PAGE>   92
                                      -87-

                  Notwithstanding the foregoing, if an Event of Default
specified in Section 8.1(f) shall occur with respect to the Borrower, then all
Loans, all accrued interest in respect thereof, all accrued indebtedness or
obligations owing to the Agent and/or any of the Lenders hereunder automatically
shall immediately become due and payable without the giving of any notice or
other action by the Agent or the Lenders.

                                   SECTION 9

                               AGENCY PROVISIONS

         9.1      Appointment, Powers and Immunities.

                  Each Lender hereby irrevocably appoints and authorizes the
Agent to act as its agent under this Agreement, the Intercreditor Agreement and
the other Credit Documents with such powers and discretion as are specifically
delegated to the Agent by the terms of this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental thereto.
The Agent (which term as used in this sentence and in Section 9.4 and the first
sentence of Section 9.5 hereof shall include its Affiliates and its own and its
Affiliates' officers, directors, employees, and agents): (a) shall not have any
duties or responsibilities except those expressly set forth in this Agreement
and shall not be a trustee or fiduciary for any Lender; (b) shall not be
responsible to the Lenders for any recital, statement by any Credit Party,
representation, or warranty (whether written or oral) made in or in connection
with any Credit Document or any certificate or other document referred to or
provided for in, or received by any of them under, any Credit Document, or for
the value, validity, effectiveness, genuineness, enforceability, or sufficiency
of any Credit Document, or any other document referred to or provided for
therein or for any failure by any Credit Party or any other Person to perform
any of its obligations thereunder; (c) shall not be responsible for or have any
duty to ascertain, inquire into, or verify the performance or observance of any
covenants or agreements by any Credit Party or the satisfaction of any condition
or to inspect the property (including the books and records) of any Credit Party
or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate
or conduct any litigation or collection proceedings under any Credit Document;
and (e) shall not be responsible for any action taken or omitted to be taken by
it under or in connection with any Credit Document, except for its own gross
negligence or willful misconduct.
<PAGE>   93
                                      -88-



The Agent may employ agents and attorneys-in-fact and shall not be responsible
for the negligence or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care.

         9.2      Reliance by Agent.

                  The Agent shall be entitled to rely upon any certification,
notice, instrument, writing, or other communication (including, without
limitation, any thereof by telephone or telecopy) believed by it to be genuine
and correct and to have been signed, sent or made by or on behalf of the proper
Person or Persons, and upon advice and statements of legal counsel (including
independent outside counsel for any Credit Party), independent accountants, and
other experts selected by the Agent. The Agent may deem and treat the payee of
any Note as the holder thereof for all purposes hereof unless and until the
Agent receives and accepts an Assignment and Acceptance executed in accordance
with Section 10.3(b) hereof. As to any matters not expressly provided for by
this Agreement, the Agent shall not be required to exercise any discretion or
take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the
instructions of the Required Lenders, and such instructions shall be binding on
all of the Lenders; provided, however, that the Agent shall not be required to
take any action that exposes the Agent to personal liability or that is contrary
to any Credit Document or applicable law or unless it shall first be indemnified
to its satisfaction by the Lenders against any and all liability and expense
which may be incurred by it by reason of taking any such action.

         9.3      Defaults.

                  The Agent shall not be deemed to have knowledge or notice of
the occurrence of a Default or Event of Default unless the Agent has received
written notice from a Lender or a Credit Party specifying such Default or Event
of Default and stating that such notice is a "Notice of Default". In the event
that the Agent receives such a notice of the occurrence of a Default or Event of
Default, the Agent shall give prompt notice thereof to the Lenders. The Agent
shall (subject to Section 9.2 hereof) take such action with respect to such
Default or Event of Default as shall reasonably be directed by the Required
Lenders (including without limitation, giving the notice referred to in Section
8.1(c)(iii)), provided that, unless and until the Agent shall have received such
directions, the Agent may (but shall not be obligated to) take such action,

<PAGE>   94
                                      -89-


or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interest of the Lenders, except
to the extent that other provisions of this Agreement expressly require that any
such action be taken only with the consent, direction or authorization of the
Lenders or the Required Lenders, as applicable.

         9.4      Indemnification.

                  The Lenders agree to indemnify the Agent (to the extent not
reimbursed under Section 10.5 hereof, but without limiting the obligations of
the Credit Parties under such Section) ratably in accordance with the respective
principal amount of their outstanding portion of the Loan, for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including attorneys' fees), or disbursements of any kind and
nature whatsoever that may be imposed on, incurred by or asserted against the
Agent (including by any Lender) in any way relating to or arising out of any
Credit Document or the transactions contemplated thereby or any action taken or
omitted by the Agent under any Credit Document; provided that no Lender shall be
liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the Agent or the Person to be indemnified.
Without limitation of the foregoing, each Lender agrees to reimburse the Agent
promptly upon demand for its ratable share of any costs or expenses payable by
the Credit Parties under Section 10.5, to the extent that the Agent is not
promptly reimbursed for such costs and expenses by the Credit Parties. The
agreements in this Section 9.4 shall survive the repayment of the Loan and other
obligations under the Credit Documents.

         9.5      Non-Reliance on Agent and Other Lenders.

                  Each Lender agrees that it has, independently and without
reliance on the Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Credit Parties and their Subsidiaries and decision to enter into this Agreement
and that it will, independently and without reliance upon the Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own analysis and decisions in taking or not
taking action under the Credit Documents. Except for notices, reports, and other
documents and information expressly required to be furnished to the Lenders by
the Agent hereunder, the Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the affairs,



<PAGE>   95
                                      -90-


financial condition, or business of any Credit Party or any of its Subsidiaries
or Affiliates that may come into the possession of the Agent or any of its
Affiliates.

         9.6      Successor Agent.

                  The Agent may resign at any time by giving notice thereof to
the Lenders and the Credit Parties and may be removed at any time with or
without cause by the Required Lenders; provided that the Agent shall not resign
until a successor Agent has been appointed. Upon any such resignation or
removal, the Required Lenders shall have the right to appoint a successor Agent
reasonably satisfactory to the Borrower. If no successor Agent shall have been
so appointed by the Required Lenders and shall have accepted such appointment
within thirty (30) days after the retiring Agent's giving of notice of
resignation or the Required Lenders' removal of the retiring Agent, then the
retiring Agent may, on behalf of the Lenders, appoint a successor Agent which
shall be a commercial Lender organized under the laws of the United States of
America having combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor, such successor
shall thereupon succeed to and become vested with all the rights, powers,
discretion, privileges, and duties of the retiring Agent, and the retiring Agent
shall be discharged from its duties and obligations hereunder. After any
retiring Agent's resignation or removal hereunder as Agent, the provisions of
this Section 9 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 Agent.


                                   SECTION 10

                                  MISCELLANEOUS


         10.1     Notices.

                  Except as otherwise expressly provided herein, all notices and
other communications shall have been duly given and shall be effective (a) when
delivered, (b) when transmitted via telecopy (or other facsimile device) to the
number set out below, (c) the Business Day following the day on which the same
has been delivered prepaid to a reputable national overnight air courier
service, or (d) the third Business Day following the day on which the same is
sent by certified or registered mail, postage prepaid, in each case to the
respective parties

<PAGE>   96
                                      -91-


at the address, in the case of the Credit Parties and the Agent, set forth
below, and, in the case of the Lenders, set forth on Schedule 2.1(a), or at such
other address as such party may specify by written notice to the other parties
hereto:

                  if to any Credit Party:

                           WestPoint Stevens Inc.
                           507 W. 10th Street
                           West Point, Georgia  31833
                           Attn:  Chief Financial Officer
                           Telephone:  (706) 645-4322
                           Telecopy:  (706) 645-4300

                  with a copy to:

                           WestPoint Stevens Inc.
                           507 W. 10th Street
                           West Point, Georgia  31837
                           Attn:  Legal Department
                           Telephone:  (706) 645-4112
                           Telecopy:  (706) 645-4124

                  if to the Agent:

                           Bankers Trust Company
                           130 Liberty Street, 14th Floor
                           New York, New York  10006
                           Attn:  Greg Maragni
                           Telephone:  (212) 469-8000
                           Telecopy:

         10.2     Right of Set-Off; Adjustments.

                  Upon the occurrence and during the continuance of any Event of
Default, each Lender (and each of its Affiliates) is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such
Lender (or any of its Affiliates) to or for the credit or the account of any
Credit Party against any and all of the obligations of such Person now or
hereafter existing under this Agreement, under the Notes, under any other Credit
Document or otherwise, irrespective of whether such Lender shall have made any
demand hereunder or thereunder and although such obligations may be unmatured.
Each Lender agrees promptly


<PAGE>   97
                                      -92-


to notify any affected Credit Party after any such set-off and application made
by such Lender; provided, however, that the failure to give such notice shall
not affect the validity of such set-off and application. The rights of each
Lender under this Section 10.2 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) that such Lender may
have.

         10.3     Benefit of Agreement.

                  (a)      This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto; provided that none of the Credit Parties may assign or transfer
any of its interests and obligations without prior written consent of the
Lenders; provided further that the rights of each Lender to transfer, assign or
grant participations in its rights and/or obligations hereunder shall be limited
as set forth in this Section 10.3.

                  (b)      Each Lender may assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its portion of the Loan and
its Notes) without prior written consent of the Lenders or Agent; provided,
however, that

                            (i)     except in the case of an assignment to
                  another Lender or an assignment of all of a Lender's rights
                  and obligations under this Agreement, any such partial
                  assignment shall be in an amount at least equal to $1,000,000
                  or an integral multiple of $250,000 in excess thereof;

                           (ii)     each such assignment by a Lender shall be of
                  a constant, and not varying, percentage of all of its rights
                  and obligations under this Agreement and the Notes; and

                          (iii)     the parties to such assignment shall execute
                  and deliver to the Agent for its acceptance an Assignment and
                  Acceptance in the form of Exhibit 10.3(b) hereto, together
                  with any Note subject to such assignment and a processing fee
                  of $2,500 (or if the Assignee is a Lender, $1,500).

Upon execution, delivery, and acceptance of such Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Lender hereunder and
the assigning


<PAGE>   98
                                      -93-


Lender shall, to the extent of such assignment, relinquish its rights and be
released from its obligations under this Agreement. Upon the consummation of any
assignment pursuant to this Section 10.3(b), the assignor, the Agent and the
Borrower shall make appropriate arrangements so that, if required, new Notes are
issued to the assignor and the assignee. If the assignee is not a United States
person under Section 7701(a)(30) of the Code, it shall deliver to the Borrower
and the Agent certification as to exemption from deduction or withholding of
Taxes.

                  (c)      The Agent shall maintain at its address referred to
in Section 10.1 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the principal amount of the Loans owing to each Lender from time
to time (the "Register"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Credit Parties, the
Agent and the Lenders may treat each Person whose name is recorded in the
Register as a Lender hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Credit Parties or any Lender at any
reasonable time and from time to time upon reasonable prior notice. No
assignment shall be effective unless it has been recorded on the Register as
provided herein.

                  (d)      Upon its receipt of an Assignment and Acceptance
executed by the parties thereto, together with any Note subject to such
assignment and payment of the processing fee, the Agent shall, if such
Assignment and Acceptance has been completed and is in substantially the form of
Exhibit 10.3(b) hereto, within five (5) Business Days of its receipt thereof (i)
accept such Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the parties
thereto.

                  (e)      Each Lender may sell participations to one or more
Persons in all or a portion of its rights, obligations or rights and obligations
under this Agreement (including all or a portion of its Loans); provided,
however, that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the participant shall be
entitled to the benefit of the yield protection provisions contained in Sections
3.3 and 3.4 and the right of set-off contained in Section 10.2, and (iv) the
Credit Parties shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement, and
such Lender shall retain




<PAGE>   99
                                      -94-


the sole right to enforce the obligations of the Credit Parties relating to the
Credit Party Obligations owing to such Lender and to approve any amendment,
modification, or waiver of any provision of this Agreement (other than
amendments, modifications, or waivers decreasing the amount of principal of or
the rate at which interest is payable on such Loans or Notes, extending any
scheduled principal payment date or date fixed for the payment of interest on
such Loans or Notes reducing the principal amount of any Credit Party
Obligations or any fees owed to the Lenders hereunder).

                  (f)      Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time assign and pledge all or any portion of
its Loans and its Notes to any Federal Reserve Lender as collateral security
pursuant to Regulation A and any Operating Circular issued by such Federal
Reserve Lender. No such assignment shall release the assigning Lender from its
obligations hereunder.

                  (g)      Any Lender may furnish any information concerning the
Consolidated Parties in the possession of such Lender from time to time to
assignees and participants (including prospective assignees and participants),
subject, however, to the provisions of Section 10.14 hereof.

         10.4     No Waiver; Remedies Cumulative.

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


<PAGE>   100
                                      -95-


         10.5     Expenses; Indemnification.

                  (a)      The Borrower agrees to pay on demand all costs and
expenses of the Agent and the Lenders in connection with the syndication,
preparation, negotiation, execution, delivery, administration, modification, and
amendment of this Agreement, the other Credit Documents, and the other documents
to be delivered hereunder, including, without limitation, the reasonable fees
and expenses of counsel for the Agent (including the cost of internal counsel),
Cahill Gordon & Reindel and Kramer Levin Naftalis & Frankel LLP with respect
thereto. The Borrower further agrees to pay on demand all costs and expenses of
the Agent and the Lenders, if any (including, without limitation, reasonable
attorneys' fees and expenses and the cost of internal counsel), in connection
with the enforcement (whether through negotiations, legal proceedings, or
otherwise) of the Credit Documents and the other documents to be delivered
hereunder.

                  (b)      The Borrower agrees to indemnify and hold harmless
the Agent and each Lender and each of their Affiliates and their respective
officers, directors, employees, agents, and advisors (each, an "Indemnified
Party") from and against any and all claims, damages, losses, liabilities,
costs, and expenses (including, without limitation, reasonable attorneys' fees)
that may be incurred by or asserted or awarded against any Indemnified Party, in
each case arising out of or in connection with or by reason of (including,
without limitation, in connection with any investigation, litigation, or
proceeding or preparation of defense in connection therewith) the Credit
Documents, any of the transactions contemplated herein or the actual or proposed
use of the proceeds of the Loans, except to the extent such claim, damage, loss,
liability, cost, or expense is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or willful misconduct. In the case of an investigation,
litigation or other proceeding to which the indemnity in this Section 10.5
applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by any of the Credit Parties, their
respective directors, shareholders or creditors or an Indemnified Party or any
other Person or any Indemnified Party is otherwise a party thereto and whether
or not the transactions contemplated hereby are consummated. The Borrower agrees
not to assert any claim against the Agent, any Lender, any of their Affiliates,
or any of their respective directors, officers, employees, attorneys, agents,
and advisers, on any theory of liability, for special, indirect, consequential,
or punitive damages arising out of or otherwise relating to the Credit
Documents, any of the transactions contemplated herein or the actual or proposed
use of the proceeds of the Loans.
<PAGE>   101
                                      -96-

                  (c)      Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and obligations of the
Borrower contained in this Section 10.5 shall survive the repayment of the Term
Loan and other obligations under the Credit Documents and the termination of the
Commitments hereunder.

         10.6     Amendments, Waivers and Consents.

                  Neither this Agreement nor any other Credit Document nor any
of the terms hereof or thereof may be amended, changed, waived, discharged or
terminated unless such amendment, change, waiver, discharge or termination is in
writing entered into by, or approved in writing by, the Required Lenders and the
Borrower; provided, however, that, without the consent of each Lender affected
thereby, neither this Agreement nor any other Credit Document may be amended to

                  (a)      extend the final maturity of the Loan,

                  (b)      reduce the rate or extend the time of payment of
         interest (other than as a result of waiving the applicability of any
         post-default increase in interest rates) thereon or Fees hereunder,

                  (c)      reduce or waive the principal amount of any Loan or
         of any reimbursement obligation,

                  (d)      release all or substantially all of the Collateral,

                  (e)      except as the result of or in connection with a
         dissolution, merger or disposition of a Consolidated Party permitted
         under Section 7.4, release the Borrower or substantially all of the
         other Credit Parties from its or their obligations under the Credit
         Documents,

                  (f)      amend, modify or waive any provision of this Section
         10.6 or 8.1(a), 10.2, 10.5 or 10.9,

                  (g)      reduce any percentage specified in, or otherwise
         modify, the definition of Required Lenders,

                  (h)      consent to the assignment or transfer by the Borrower
         or all or substantially all of the other Credit Parties of any of its
         or their rights and obligations under (or in respect of) the Credit
         Documents except as permitted thereby, or
<PAGE>   102
                                      -97-

                  (i)      without the consent of the Agent, no provision of
         Section 9 may be amended.

Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such Lender sees fit on any bankruptcy reorganization plan that affects the
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code supersede the unanimous consent provisions set forth herein
and (y) the Required Lenders may consent to allow a Credit Party to use cash
collateral in the context of a Bankruptcy or insolvency proceeding.

         10.7     Counterparts.

                  This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. It shall not be necessary in
making proof of this Agreement to produce or account for more than one such
counterpart for each of the parties hereto. Delivery by facsimile by any of the
parties hereto of an executed counterpart of this Agreement shall be as
effective as an original executed counterpart hereof and shall be deemed a
representation that an original executed counterpart hereof will be delivered.

         10.8     Headings.

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

         10.9     Survival.

                  All indemnities set forth herein shall survive the execution
and delivery of this Agreement, the making of the Loans, the repayment of the
Loans and other obligations under the Credit Documents, and all representations
and warranties made by the Borrower herein shall survive delivery of the Notes
and the making of the Loans hereunder.

         10.10    Governing Law; Submission to Jurisdiction; Venue.

                  (a)      THIS CREDIT AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY
PROVIDED THEREIN, THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND THEREUNDER
<PAGE>   103
                                      -98-

SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this
Agreement or any other Credit Document may be brought in the courts of the State
of New York, or of the United States for the Southern District of New York, and,
by execution and delivery of this Agreement, the Borrower hereby irrevocably
accepts for itself and in respect of its property, generally and
unconditionally, the nonexclusive jurisdiction of such courts. The Borrower
further irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to the Borrower at the
address set out for notices pursuant to Section 10.1, such service to become
effective three (3) days after such mailing. Nothing herein shall affect the
right of the Agent or any Lender to serve process in any other manner permitted
by law or to commence legal proceedings or to otherwise proceed against any
Credit Party in any other jurisdiction.

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

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

         10.11    Severability.

                  If any provision of any of the Credit Documents is determined
to be illegal, invalid or unenforceable, such provision shall be fully severable
and the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.
<PAGE>   104
                                      -99-

         10.12    Entirety.

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

         10.13    Binding Effect; Termination.

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

                  (b)      The term of this Agreement shall be until no Loans or
any other amounts payable hereunder or under any of the other Credit Documents
shall remain outstanding and all of the Credit Party Obligations have been
irrevocably satisfied in full.

         10.14    Confidentiality.

                  The Agent and each Lender (each, a "Lending Party") agrees to
keep confidential any information furnished or made available to it by the
Credit Parties pursuant to this Agreement that is marked confidential; provided
that nothing herein shall prevent any Lending Party from disclosing such
information (a) to any other Lending Party or any Affiliate of any Lending
Party, or any officer, director, employee, agent, or advisor of any Lending
Party or Affiliate of any Lending Party, (b) to any other Person if reasonably
incidental to the administration of the credit facility provided herein, (c) as
required by any law, rule, or regulation, (d) upon the order of any court or
administrative agency, (e) upon the request or demand of any regulatory agency
or authority, (f) that is or becomes available to the public or that is or
becomes available to any Lending Party other than as a result of a disclosure by
any Lending Party prohibited by this Agreement, (g) in connection with any
litigation to which such Lending Party or any of its Affiliates may be a party,
(h) to the extent necessary in connection with the exercise of any remedy under
this Agreement or any other Credit Document and (i) subject to provisions
substantially similar to those contained in this Section 10.14, to any actual or
proposed participant or assignee.
<PAGE>   105
                                     -100-

         10.15    Conflict.

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

         10.16    Payment Under Intercreditor Agreement.

                  If the Lenders or the Agent turn over any payments in
accordance with Section 2.13 of the Intercreditor Agreement, no such payment
will be deemed to have been made to the Lenders or the Agent under this
Agreement.

         10.17    Ratable Sharing.

                  The Lenders hereby agree among themselves that if any of them
shall, whether by voluntary payment (other than a voluntary prepayment of the
Loan made and applied in accordance with the terms of this Agreement or an
assignment pursuant to Section 10.3), by realization upon any funds, through the
exercise of any right of set-off or banker's lien, by counterclaim or cross
action or by the enforcement of any right under the Credit Documents or
otherwise, receive an amount on account of the Credit Party Obligations
(collectively, the "Aggregate Amounts Due" to such Lender) the proportion of
which is greater than the proportion received by any other Lender in respect of
the Aggregate Amounts Due to such other Lender, then the Lender receiving such
proportionately greater payment shall (i) notify the Lenders of the receipt of
such payment and (ii) apply a portion of such payment to purchase assignments
(which it shall be deemed to have purchased from each seller of an assignment
simultaneously upon the receipt by such seller of its portion of such payment)
of the Aggregate Amounts Due to the other Lenders so that all such recoveries of
Aggregate Amounts Due shall be shared by all Lenders in proportion to the
Aggregate Amount Due to them; provided that if all or part of such
proportionately greater payment received by such purchasing Lender is thereafter
recovered from such Lender upon the bankruptcy or reorganization of any of the
Credit Parties or otherwise, those purchases shall be rescinded and the purchase
prices paid for such assignments shall be returned to such purchasing Lender
ratably to the extent of such recovery, but without interest. The Credit Parties
expressly consent to the foregoing arrangement and agree that any purchaser of
an assignment so purchased
<PAGE>   106

                                     -101-


may exercise any and all rights of a Lender as to such assignment as fully as if
that Lender had complied with the provisions of subsection 10.3(b) with respect
to such assignment. In order to further evidence such assignment (and without
prejudice to the effectiveness of the assignment provisions set forth above),
each purchasing Lender and each selling Lender agree to enter into an Assignment
and Acceptance Agreement at the request of a selling Lender or a purchasing
Lender, as the case may be, substantially similar in form and substance to the
form contained in Exhibit 10.3(b).


                           [Signature Pages to Follow]



<PAGE>   107

         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Agreement to be duly executed and delivered as of the date first above
written.

BORROWER:                  WESTPOINT STEVENS INC.,
                              a Delaware corporation


                           By: /S/ Lester D. Sears
                               -------------------------------------------------
                               Name:  Lester D. Sears
                               Title: Senior Vice President-
                                      Finance & Chief Financial Officer


                           BANKERS TRUST COMPANY,
                               as Administrative Agent


                           By: /s/ Gregory Maragni
                               -------------------------------------------------
                               Name:  Gregory Maragni
                               Title: Director





                           [Signature Pages Continued]


<PAGE>   108



LENDER:                    SATELLITE SENIOR INCOME FUND, LLC
                           By: Satellite Management, L.P.
                               Its Investment Manager


                           By: /s/ Brian S. Kriftcher
                               -------------------------------------------------
                               Name:  Brian S. Kriftcher
                               Title: Chief Operating Officer & Principal


LENDER:                    THE EQUITABLE LIFE ASSURANCE
                           SOCIETY OF THE UNITED STATES


                           By: /s/ James C. Pendergast
                               -------------------------------------------------
                               Name:  James C. Pendergast
                               Title: Investment Officer


LENDER:                    DK ACQUISITION PARTNERS, L.P.


                           By: /s/ Tom Kemper
                               -------------------------------------------------
                               Name:  Tom Kemper
                               Title: General Partner


LENDER:                    CONTINENTAL CASUALTY COMPANY


                           By: /s/ Richard W. Dubberke
                               -------------------------------------------------
                               Name:  Richard W. Dubberke
                               Title: Vice President


LENDER:                    GSC RECOVERY II, L.P.


                           By: /s/Robert Hamwee
                               -------------------------------------------------
                               Name:  Robert Hamwee
                               Title: Managing Director




<PAGE>   109



LENDER:                    GSC EUROPEAN MEZZANINE FUND LP


                           By: /s/Robert Hamwee
                               -------------------------------------------------
                               Name:  Robert Hamwee
                               Title: Managing Director


LENDER:                    GSC EUROPEAN MEZZANINE OFFSHORE
                           FUND LP


                           By: /s/Robert Hamwee
                               -------------------------------------------------
                               Name:  Robert Hamwee
                               Title: Managing Director


LENDER:                    GSC EUROPEAN MEZZANINE OFFSHORE
                           PARALLEL INVESTOR LP


                           By: /s/Robert Hamwee
                               -------------------------------------------------
                               Name:  Robert Hamwee
                               Title: Managing Director


LENDER:                    GSC EUROPEAN MEZZANINE
                           PARALLEL INVESTORS LP


                           By: /s/Robert Hamwee
                               -------------------------------------------------
                               Name:  Robert Hamwee
                               Title: Managing Director


LEDNER:                    GENERAL ELECTRIC CAPITAL
                           CORPORATION


                           By: /s/William E. Magee
                               -------------------------------------------------
                               Name:  William E. Magee
                               Title: Duly Authorized Signatory




<PAGE>   110



LENDER:                    BELLPORT CAPITAL PARTNERS LP


                           By: /s/Gregory T. Hradsky
                               -------------------------------------------------
                               Name:  Gregory T. Hradsky
                               Title: Managing Director


LENDER:                    MARINER LDC


                           By: /s/ Charles Howe
                               -------------------------------------------------
                               Name: Charles Howe
                               Title: Director


LENDER:                    PAINEWEBBER HIGH INCOME FUND
                           By MFS Investment Management
                              as its Investment Advisor


                           By: /s/ Joan Batchelder
                               -------------------------------------------------
                               Name:  Joan Batchelder
                               Title: Chief Fixed Income Officer

<PAGE>   111



                                                                     EXHIBIT 2.2


                             FORM OF NOTICE OF LOAN


Bankers Trust Company,
 as Agent for the Lenders
130 Liberty Street, 14th Floor
New York, New York 10006
Attention:  Agency Services

Ladies and Gentlemen:

                  The undersigned, WESTPOINT STEVENS INC. (the "Borrower"),
refers to the Credit Agreement dated as of June [ ], 2001 (as amended, modified,
restated or supplemented from time to time, the "Credit Agreement"), among the
Borrower and certain of its Subsidiaries, the Lenders and Bankers Trust Company,
as Agent. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement. The Borrower
hereby gives notice pursuant to Section 2.2 of the Credit Agreement that it
requests the Loan under the Credit Agreement, and in connection therewith sets
forth below the terms on which the Loan is requested to be made:

(A)  Date of Borrowing
     (which is a Business Day)          ----------------------------

(B)  Dollar Amount of Principal
     Amount of Borrowing                ----------------------------







                                           WESTPOINT STEVENS INC.


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


<PAGE>   112



                                                                  EXHIBIT 2.2(E)


                                 [FORM OF NOTE]



$[           ]                                                    June ___, 2001


                  THIS PROMISSORY NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF
THE INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT DATED AS OF JUNE , 2001, AS
IT MAY BE AMENDED FROM TIME TO TIME. ANY PURCHASER, ASSIGNEE OR TRANSFEREE OF
THIS PROMISSORY NOTE AGREES TO BE BOUND BY THE TERMS OF SUCH INTERCREDITOR AND
LIEN SUBORDINATION AGREEMENT.

                  FOR VALUE RECEIVED, the undersigned, WestPoint Stevens Inc.
("Borrower"), hereby promises to pay to the order of _________________ (the
"Lender") [ ] MILLION DOLLARS ($ ), on the dates and in the amounts provided in
the Credit Agreement dated as of June [ ], 2001 (as extended, renewed, amended
or restated from time to time, the "Credit Agreement"), among Borrower, certain
Subsidiaries of the Borrower and Bankers Trust Company, as Administrative Agent,
and the lenders party thereto. Borrower further promises to pay interest on the
unpaid principal amount of the Loan evidenced hereby from time to time at the
Prime Rate plus 800 basis points, increasing on the first day of each quarter
after June 30, 2002 by 37.5 basis points, payable on the last Business Day of
each calendar quarter in arrears beginning September 30, 2001, in cash, payable
at a specified bank account, but in no event shall the interest rate hereunder
be less than 15% per annum. Upon the occurrence, and during the continuation of
an Event of Default, the unpaid principal amount of the Loan shall bear interest
at a rate 3% greater than the rate in effect as specified above. In the event of
acceleration of the Loan pursuant to Section 8, the Borrower will prepay all
Loans at a redemption price equal to the principal amount thereof plus a
make-whole premium equal to the remaining cash interest payments (calculated on
the basis of the Prime Rate in effect on the date of such acceleration) that
would have been paid, discounted at the yield prevailing for U.S. Treasury
obligations maturing closest to the Maturity Date, plus 50 basis points.

                  The Lender is authorized to endorse the amount and the date on
which the Loan is made and each payment of principal with respect thereto on the
schedule annexed hereto and made a part hereof, or on continuations thereof
which shall be attached hereto and made a part hereof; provided, however, that
any failure to endorse such information on such schedule or



<PAGE>   113


                                      -2-

continuation thereof shall not in any manner affect any obligation of Borrower
under the Credit Agreement and this promissory note (this "Note"). Any
assignment of the Loan evidenced by this Note shall be effective only upon
appropriate entries with respect thereto being made in the Register.

                  This Note is one of the Notes referred to in, and is entitled
to the benefits of, the Credit Agreement, which Credit Agreement, among other
things, contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.


<PAGE>   114


                                      -3-

                  Terms defined in the Credit Agreement are used herein with
their defined meanings therein unless otherwise defined herein. This Note shall
be governed by, and construed in accordance with, the laws of the State of New
York, without regard to the principles of conflicts of laws thereof.

                                         WESTPOINT STEVENS INC.



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


<PAGE>   115



                                    SCHEDULE


                  Schedule attached to Note dated June ___, 2001 of WestPoint
Stevens Inc., payable to the order of ___________________, as Lender.

<TABLE>
<CAPTION>

                                                 Principal
Date of                  Amount of               Amount of             Amount                Notation
 Loan                     Loan                   Repayment             Outstanding           Made By
------------------      ----------------         --------------        ------------          ------------
<S>                     <C>                      <C>                   <C>                   <C>
June __, 2001            [$           ]
</TABLE>


<PAGE>   116



                                                                  EXHIBIT 6.1(C)


               FORM OF EXECUTIVE OFFICER'S COMPLIANCE CERTIFICATE


For the fiscal quarter ended _________________, 200[ ].

                  I, ______________________, [Title] of WESTPOINT STEVENS INC.
(the "Borrower") hereby certify on behalf of the Borrower that, to the best of
my knowledge and belief, with respect to that certain Credit Agreement dated as
of June ___, 2001 (as amended, modified, restated or supplemented from time to
time, the "Credit Agreement"; all of the defined terms in the Credit Agreement
are incorporated herein by reference) among the Borrower, certain Subsidiaries
of the Borrower, the Lenders and Bankers Trust Company, as Agent:

         a.       The company-prepared financial statements that accompany this
                  certificate are true and correct in all material respects and
                  have been prepared in accordance with GAAP applied on a
                  consistent basis, subject to changes resulting from normal
                  year-end audit adjustments.

         b.       No Default or Event of Default exists under the Credit
                  Agreement; and

                  Delivered herewith are detailed calculations demonstrating
compliance by the Credit Parties with the financial covenants contained in
Section 6.11 of the Credit Agreement as of the end of the fiscal period referred
to above.

                  IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of this ______ day of ___________, 200[ ].




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


<PAGE>   117


                                                                    EXHIBIT 6.12


                            FORM OF JOINDER AGREEMENT


                  THIS JOINDER AGREEMENT (the "Agreement"), dated as of this
____ day of June by and between [Name of subsidiary], a corporation organized
and existing under the laws of _______________ (the "Subsidiary"), and Bankers
Trust Company, in its capacity as agent (the "Agent") under that certain
Collateral Security Agreement (as it may be amended, modified, extended or
restated from time to time, the "Collateral Security Agreement"), dated as of
June ___, 2001, by and among WestPoint Stevens Inc. (the "Borrower"), each of
the subsidiaries of the Borrower listed on the signature pages thereto and the
Agent for and on behalf of the Lenders. All of the defined terms in the
Collateral Security Agreement are incorporated herein by reference.

                  The Subsidiary is an Additional Grantor, and, consequently,
the Borrower is required by Section 2.2 of the Collateral Security Agreement to
cause the Subsidiary to become a party to the Collateral Security Agreement as a
Grantor, to guaranty the Secured Debt on terms substantially similar to those
set forth in the Guaranties, and by becoming a party to the Collateral Security
Agreement as a Grantor, grant to the Agent for itself and for the benefit of the
Secured Parties a continuing security interest in all Grantor Collateral which
it now owns or hereafter acquires.

                  Accordingly, the Subsidiary hereby agrees as follows with the
Agent, for the benefit of the Secured Parties:

                  1. The Subsidiary hereby acknowledges, agrees and confirms
that, by its execution of this Agreement, the Subsidiary will be deemed to be a
party to the Collateral Security Agreement and a "Grantor" for all purposes of
the Collateral Security Agreement, and shall have all of the obligations of a
Grantor thereunder as if it had executed the Collateral Security Agreement. The
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by,
all of the terms, provisions and conditions contained in the Collateral Security
Agreement, including without limitation (i) all of the representations and
warranties of the Grantors set forth therein, (ii) all of the affirmative and
negative covenants set forth therein and (iii) all of the other undertakings and
waivers by Grantors set forth therein.


<PAGE>   118


                                      -2-

                  2. Without limiting the generality of the foregoing section 1,
as collateral security for the prompt and complete payment and performance when
due of all of the Secured Debt, the Subsidiary does hereby pledge, assign and
transfer unto the Agent for itself and for the ratable benefit of the Secured
Parties, and does hereby grant to the Agent for itself and the ratable benefit
of the Secured Parties, a continuing security interest, in all of the right,
title and interest of the Subsidiary in the Grantor Collateral, subject as to
priority only to Liens permitted by the Credit Agreement which, pursuant to
applicable law, are prior in right to the Lien granted hereby. The Subsidiary
has executed contemporaneously herewith a Subsidiary Guaranty in favor of the
Agent for the benefit of the Lenders.

                  3.  The Subsidiary hereby represents and warrants to the Agent
         that:

                   (i) The Subsidiary's chief executive office, jurisdiction of
         incorporation (together with any organizational number designated by
         the applicable jurisdiction, if any) and chief place of business are
         (and for the prior four months have been) located at the locations set
         forth on Schedule 1 attached hereto and the Subsidiary keeps its books
         and records at such locations.

                  (ii) The type of Collateral owned by the Subsidiary and the
         location of all Collateral owned by the Subsidiary is as shown on
         Schedule 2 attached hereto.

                 (iii) The Subsidiary's legal name is as shown in this Agreement
         and the Subsidiary has not in the past four months changed its name,
         been party to a merger, consolidation or other change in structure or
         used any tradename except as set forth in Schedule 3 attached hereto.

                  (iv) The patents and trademarks listed on Schedule 4 attached
         hereto constitute all of the registrations and applications for the
         patents and trademarks owned by the Subsidiary.

                  4. The Subsidiary hereby acknowledges, agrees and confirms
that, by its execution of this Agreement, the Subsidiary will be deemed to be a
party to the Stock Pledge Agreement executed by the Borrower, and shall have all
the obligations of a "Pledgor" thereunder as if it had executed the Stock Pledge
Agreement. The Subsidiary hereby ratifies, as of the date


<PAGE>   119


                                      -3-

hereof, and agrees to be bound by, all the terms, provisions and conditions
contained in the Stock Pledge Agreement.

                  Without limiting the generality of the foregoing terms of this
paragraph 4, the Subsidiary hereby pledges and assigns to the Agent, for the
benefit of the Lenders, and grants to the Agent, for the benefit of the Lenders,
a continuing security interest in any and all right, title and interest of the
Subsidiary in and to Pledged Shares (as such term is defined in Section 1(a) of
the Stock Pledge Agreement) listed on Schedule 5 attached hereto.

                  5.  The address of the Subsidiary for purposes of all notices
and other communications is ____________________, ____________________________,
Attention of ______________ (Facsimile No. ____________).

                  6. The Subsidiary hereby waives acceptance by the Agent and
the Lenders of the guaranty by the Subsidiary upon the execution of this
Agreement by the Subsidiary.

                  7. This Agreement may be executed in two or more counterparts,
each of which shall constitute an original but all of which when taken together
shall constitute one contract.

                  8.  This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of New York.



<PAGE>   120


                                      -4-

                  IN WITNESS WHEREOF, the Subsidiary has caused this Joinder
Agreement to be duly executed by its authorized officers, and the Agent, for the
benefit of the Lenders, has caused the same to be accepted by its authorized
officer, as of the day and year first above written.

                                           [SUBSIDIARY]


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


                                           Acknowledged and accepted:

                                           Bankers Trust Company, as Agent


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


<PAGE>   121



                                                                 EXHIBIT 10.3(B)


                        FORM OF ASSIGNMENT AND ACCEPTANCE


                  Reference is made to the Credit Agreement dated as of June __,
2001, as amended and modified from time to time thereafter (the "Credit
Agreement") among WESTPOINT STEVENS INC., certain Subsidiaries of the Borrower,
the Lenders party thereto and Bankers Trust Company, as Agent. Terms defined in
the Credit Agreement are used herein with the same meanings.

                  The "Assignor" and the "Assignee" referred to on Schedule 1
agree as follows:

                  1. The Assignor hereby sells and assigns to the Assignee,
without recourse and without representation or warranty except as expressly set
forth herein, and the Assignee hereby purchases and assumes from the Assignor,
an interest in and to the Assignor's rights and obligations under the Credit
Agreement and the other Credit Documents as of the date hereof equal to the
percentage interest specified on Schedule 1 of all outstanding rights and
obligations under the Credit Agreement and the other Credit Documents. After
giving effect to such sale and assignment, the amount of the Loan owing to the
Assignee will be as set forth on Schedule 1.

                  2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Documents or any other
instrument or document furnished pursuant thereto; (iii) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of any Credit Party or the performance or observance by any Credit
Party of any of its obligations under the Credit Documents or any other
instrument or document furnished pursuant thereto; and (iv) attaches the Note
held by the Assignor and requests that the Agent exchange such Note for new
Notes payable to the order of the Assignee in an amount equal to the Loan
assumed by the Assignee pursuant hereto and to the Assignor in an amount equal
to the Loan retained by the Assignor, if any, as specified on Schedule 1.


<PAGE>   122


                                      -2-

                  3. The Assignee (i) confirms that it has received copies of
the Credit Agreement and the Intercreditor Agreement, together with copies of
the financial statements referred to in Section 6.1 of the Credit Agreement and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and Acceptance;
(ii) agrees that it will, independently and without reliance upon the Agent, the
Assignor 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 Credit Agreement; (iii) confirms that it
is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
the Credit Agreement as are delegated to the Agent by the terms thereof,
together with such powers and discretion as are reasonably incidental thereto;
and (v) agrees that it will perform in accordance with its terms all of the
obligations that by the terms of the Credit Agreement are required to be
performed by it as a Lender.

                  4. Following the execution of this Assignment and Acceptance,
it will be delivered to the Agent for acceptance and recording by the Agent. The
effective date for this Assignment and Acceptance (the "Effective Date") shall
be the date of acceptance hereof by the Agent, unless otherwise specified on
Schedule 1.

                  5. Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

                  6. Upon such acceptance and recording by the Agent, from and
after the Effective Date, the Agent shall make all payments under the Credit
Agreement and the Notes in respect of the interest assigned hereby (including,
without limitation, all payments of principal, interest and commitment fees with
respect thereto) to the Assignee. The Assignor and Assignee shall make all
appropriate adjustments in payments under the Credit Agreement and the Notes for
periods prior to the Effective Date directly between themselves.


<PAGE>   123


                                      -3-

                  7.  The Assignee agrees to be bound as of the Effective Date
by, all of the terms, provisions, and conditions contained in the Intercreditor
Agreement.

                  8.  This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of New York.

                  9. This Assignment and Acceptance may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed counterpart of
this Assignment and Acceptance.

                  IN WITNESS WHEREOF, the Assignor and the Assignee have caused
this Assignment and Acceptance to be executed by their officers thereunto duly
authorized as of the date hereof.

                                                  ____________________, as
                                                  Assignor


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


                                                  ____________________, as
                                                  Assignee


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


                                                  Notice address of Assignee:

                                                  [Assignee]


                                                  ------------------------------

                                                  ------------------------------

                                                  ------------------------------


                                                  Attn:
                                                       -------------------------
                                                  Telephone: (___)
                                                                   -------------
                                                  Telecopy: (___)
                                                                   -------------


<PAGE>   124


                                      -4-

CONSENTED TO:

BANKERS TRUST COMPANY,*
as Agent


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



* Required if the Assignee is an Eligible Assignee solely by reason of clause
(iii) of the definition of "Eligible Assignee."


<PAGE>   125




                                   SCHEDULE 1
                                       to
                            ASSIGNMENT AND ACCEPTANCE

<TABLE>
<S>        <C>                                                      <C>
(a)        Date of Assignment:

(b)        Legal Name of Assignor:

(c)        Legal Name of Assignee:

(d)        Effective Date of Assignment*:

(e)        Loan Percentage Assigned (expressed as a
           percentage set forth to at least 8 decimals)                        %

(f)        Loan Percentage of Assignee after giving
           effect to this Assignment and Acceptance as of the
           Effective Date (set forth to at least 8 decimals)                   %

(g)        Loan Percentage of Assignor after giving effect to
           this Assignment and Acceptance as of the Effective
           Date (set forth to at least 8 decimals)                             %

(h)        Loan Amount as of Effective Date                         $___________

(i)        Dollar Amount of Assignor's Loan Percentage as
           of the Effective Date (the amount set forth in
           (h) multiplied by the percentage set forth in (g))       $___________
</TABLE>


<PAGE>   126


                                      -6-
<TABLE>
<S>        <C>                                                      <C>
(j)        Dollar Amount of Assignee's Loan Percentage
           as of the Effective Date (the amount set forth in
           (h) multiplied by the percentage set forth in (f))       $___________
</TABLE>


* This date should be no earlier than five Business Days after delivery of this
Assignment and Acceptance to the Agent.