EX-10.1

                                                                 EXECUTION COPY







                                 $150,000,000


                               CREDIT AGREEMENT


                                     among


                              DIMON INCORPORATED,
                                 as Borrower,


                      THE MATERIAL DOMESTIC SUBSIDIARIES
                                OF THE BORROWER
                       FROM TIME TO TIME PARTIES HERETO,
                                as Guarantors,


                          THE LENDERS PARTIES HERETO

                                      and

                     WACHOVIA BANK, NATIONAL ASSOCIATION,
                            as Administrative Agent




                         WACHOVIA CAPITAL MARKETS, LLC
                  as Sole Lead Arranger and Sole Book Manager

                         Dated as of October 27, 2003









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                               TABLE OF CONTENTS
                                                                           Page
      Section 1.1 Defined Terms................................................
      Section 1.2 Other Definitional Provisions................................
      Section 1.3 Accounting Terms.............................................

ARTICLE II  THE LOANS; AMOUNT AND TERMS........................................
      Section 2.1 Revolving Loans..............................................
      Section 2.1ASwingline Loan Subfacility...................................
      Section 2.2 Fees.........................................................
      Section 2.3 Commitment Reductions and Increases..........................
      Section 2.4 Prepayments..................................................
      Section 2.5 Minimum Principal Amount of Tranches.........................
      Section 2.6 Default Rate and Payment Dates...............................
      Section 2.7 Conversion Options...........................................
      Section 2.8 Computation of Interest and Fees.............................
      Section 2.9 Pro Rata Treatment and Payments..............................
      Section 2.10Non-Receipt of Funds by the Administrative Agent.............
      Section 2.11Inability to Determine Interest Rate.........................
      Section 2.12Illegality...................................................
      Section 2.13Requirements of Law..........................................
      Section 2.14Indemnity....................................................
      Section 2.15Taxes........................................................
      Section 2.16Extension of Maturity Date...................................

ARTICLE III  REPRESENTATIONS AND WARRANTIES....................................
      Section 3.1 Financial Condition..........................................
      Section 3.2 No Change....................................................
      Section 3.3 Corporate Existence; Compliance with Law.....................
      Section 3.4 Corporate Power; Authorization; Enforceable Obligations; No
                  Consents.....................................................
      Section 3.5 No Legal Bar; No Default.....................................
      Section 3.6 No Material Litigation.......................................
      Section 3.7 Investment Company Act.......................................
      Section 3.8 Margin Regulations...........................................
      Section 3.9 ERISA........................................................
      Section 3.10Environmental Matters........................................
      Section 3.11Use of Proceeds..............................................
      Section 3.12Subsidiaries.................................................
      Section 3.13Ownership....................................................
      Section 3.14Indebtedness.................................................
      Section 3.15Taxes........................................................
      Section 3.16Intellectual Property........................................
      Section 3.17Solvency.....................................................
      Section 3.18Investments..................................................
      Section 3.19No Burdensome Restrictions...................................
      Section 3.20Brokers' Fees................................................
      Section 3.21Labor Matters................................................
      Section 3.22Accuracy and Completeness of Information.....................
      Section 3.23Material Contracts...........................................
      Section 3.24Senior Debt..................................................

ARTICLE IV  CONDITIONS PRECEDENT...............................................
      Section 4.1 Conditions to Closing Date and Initial Loans.................
      Section 4.2 Conditions to All Extensions of Credit.......................

ARTICLE V  AFFIRMATIVE COVENANTS...............................................
      Section 5.1 Financial Statements.........................................
      Section 5.2 Certificates; Other Information..............................
      Section 5.3 Payment of Obligations.......................................
      Section 5.4 Conduct of Business and Maintenance of Existence.............
      Section 5.5 Maintenance of Property; Insurance...........................
      Section 5.6 Inspection of Property; Books and Records; Discussions.......
      Section 5.7 Notices......................................................
      Section 5.8 Environmental Laws...........................................
      Section 5.9 Financial Covenants..........................................
      Section 5.10Additional Guarantors........................................

ARTICLE VI  NEGATIVE COVENANTS.................................................
      Section 6.1 Indebtedness.................................................
      Section 6.2 Liens........................................................
      Section 6.3 Guaranty Obligations.........................................
      Section 6.4 [Intentionally Omitted]......................................
      Section 6.5 Consolidation, Merger, Sale or Purchase of Assets, etc.......
      Section 6.6 Acquisitions, Advances, Investments and Loans................
      Section 6.7 Transactions with Affiliates.................................
      Section 6.8 Ownership of Subsidiaries; Restrictions......................
      Section 6.9 Fiscal Year; Changes in Capital Structure Organizational
                  Documents; Material Contracts.
      Section 6.10Limitation on Restricted Actions.............................
      Section 6.11Restricted Payments..........................................
      Section 6.12Amendments to Indebtedness, etc..............................
      Section 6.13Sale Leasebacks..............................................
      Section 6.14No Further Negative Pledges..................................
      Section 6.15Maximum Uncommitted Inventories..............................

ARTICLE VII  EVENTS OF DEFAULT.................................................
      Section 7.1 Events of Default............................................
      Section 7.2 Acceleration; Remedies.......................................

ARTICLE VIII  THE AGENT........................................................
      Section 8.1 Appointment..................................................
      Section 8.2 Delegation of Duties.........................................
      Section 8.3 Exculpatory Provisions.......................................
      Section 8.4 Reliance by Administrative Agent.............................
      Section 8.5 Notice of Default............................................
      Section 8.6 Non-Reliance on Administrative Agent and Other Lenders.......
      Section 8.7 Indemnification..............................................
      Section 8.8 Administrative Agent in Its Individual Capacity..............
      Section 8.9 Successor Administrative Agent...............................

ARTICLE IX  MISCELLANEOUS......................................................
      Section 9.1 Amendments and Waivers.......................................
      Section 9.2 Notices......................................................
      Section 9.3 No Waiver; Cumulative Remedies...............................
      Section 9.4 Survival of Representations and Warranties...................
      Section 9.5 Payment of Expenses and Taxes................................
      Section 9.6 Successors and Assigns; Participations; Purchasing Lenders...
      Section 9.7 Adjustments; Set-off.........................................
      Section 9.8 Table of Contents and Section Headings.......................
      Section 9.9 Counterparts.................................................
      Section 9.10Effectiveness................................................
      Section 9.11Severability.................................................
      Section 9.12Integration..................................................
      Section 9.13Governing Law................................................
      Section 9.14Consent to Jurisdiction and Service of Process...............
      Section 9.15Arbitration..................................................
      Section 9.16Confidentiality..............................................
      Section 9.17Acknowledgments..............................................
      Section 9.18Waivers of Jury Trial........................................

ARTICLE X  GUARANTY............................................................
      Section 10.1The Guaranty.................................................
      Section 10.2Bankruptcy...................................................
      Section 10.3Nature of Liability..........................................
      Section 10.4Independent Obligation.......................................
      Section 10.5Authorization................................................
      Section 10.6Reliance.....................................................
      Section 10.7Waiver.......................................................
      Section 10.8Limitation on Enforcement....................................
      Section 10.9Confirmation of Payment......................................






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SCHEDULES

Schedule 1.1(a)         Form of Account Designation Letter
Schedule 2.1(a)         Schedule of Lenders and Commitments
Schedule 2.1(b)(i)      Form of Notice of Borrowing
Schedule 2.1(e)         Form of Revolving Note
Schedule 2.1A(d)        Form of Swingline Note
Schedule 2.7            Form of Notice of Conversion/Extension
Schedule 3.6            Litigation
Schedule 3.10           Environmental Matters
Schedule 3.12           Subsidiaries
Schedule 3.14           Indebtedness
Schedule 3.21           Labor Matters
Schedule 3.23           Material Contracts
Schedule 5.2(c)         Form of Borrowing Base Certificate
Schedule 5.10           Form of Joinder Agreement
Schedule 6.2            Liens
Schedule 9.2            Addresses for Notices to Credit Parties and
                        Lenders/Lending
Offices
Schedule 9.6(c)         Form of Commitment Transfer Supplement





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      CREDIT AGREEMENT, dated as of October 27, 2003, among DIMON INCORPORATED,
a  Virginia  corporation  (the  "Borrower"), those Domestic Subsidiaries of the
Borrower identified as a "Guarantor"  on  the  signature  pages hereto and such
other Material Domestic Subsidiaries of the Borrower as may  from  time to time
become a party hereto (collectively, the "Guarantors"), the several  banks  and
other  financial  institutions  as may from time to time become parties to this
Agreement  (collectively, the "Lenders"  and  individually,  a  "Lender"),  and
WACHOVIA  BANK,  NATIONAL  ASSOCIATION,  a  national  banking  association,  as
administrative   agent  for  the  Lenders  hereunder  (in  such  capacity,  the
"Administrative Agent").


                             W I T N E S S E T H:

      WHEREAS, the  Borrower,  has  requested  that  the Lenders make loans and
other  financial  accommodations  to  the  Borrower  in the  amount  of  up  to
$150,000,000, as more particularly described herein; and

      WHEREAS, the Lenders have agreed to make such loans  and  other financial
accomodations to the Borrower on the terms and conditions contained herein.

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:


                                   ARTICLE I

                                  DEFINITIONS

      SECTION 1.1   DEFINED TERMS.

      As  used  in  this  Agreement,  terms  defined  in  the preamble to  this
Agreement have the meanings therein indicated, and the following terms have the
following meanings:

      "Account Designation Letter" shall mean the Notice of Account Designation
Letter  dated  the  Closing Date from the Borrower to the Administrative  Agent
substantially in the form attached hereto as Schedule 1.1(a).

      "Acquisition" shall  mean  any  transaction,  or  any  series  of related
transactions, by which the Borrower and/or any of its Subsidiaries directly  or
indirectly (a) acquires any ongoing business or all or substantially all of the
assets  of  any Person or division thereof, whether through purchase of assets,
merger or otherwise,  (b) acquires  (in  one  transaction or as the most recent
transaction in a series of transactions) control  of  at  least  a  majority in
ordinary voting power of the securities of a Person which have ordinary  voting
power for the election of directors or (c) otherwise acquires control of a  50%
or more ownership interest in any such Person.

      "Additional Credit Party" shall mean each Person that becomes a Guarantor
by execution of a Joinder Agreement in accordance with Section 5.10.

      "Additional  Senior  Debt  Securities"  shall  mean any one of the 9 5/8%
Senior Notes due 2011, in an aggregate principal amount of $200,000,000, issued
by  the  Borrower  pursuant  to the Second Senior Indenture,  as  supplemented,
amended or otherwise modified from time to time.

      "Administrative Agent" shall  have  the  meaning  set  forth in the first
paragraph of this Agreement and any successors in such capacity.

      "Advances on Tobacco" means loans, advances and extensions of credit made
by  the Borrower or any of its Subsidiaries to growers and other  suppliers  of
tobacco  (including  Affiliates)  and  tobacco  growers'  cooperatives, whether
short-term  or  long-term, in the ordinary course of business  to  finance  the
growing or processing of tobacco.

      "Affiliate"  shall mean as to any Person, any other Person (excluding any
Subsidiary) which, directly  or indirectly, is in control of, is controlled by,
or is under common control with, such Person.  For purposes of this definition,
a  Person  shall be deemed to be  "controlled  by"  a  Person  if  such  Person
possesses, directly  or indirectly, power either (a) to vote 10% or more of the
securities having ordinary  voting  power for the election of directors of such
Person or (b) to direct or cause the  direction  of the management and policies
of such Person whether by contract or otherwise.

      "Agreement" shall mean this Credit Agreement,  as  amended,  modified  or
supplemented from time to time in accordance with its terms.

      "Alternate  Base Rate" shall mean, for any day, a rate per annum equal to
the greater of (a) the  Prime  Rate  in  effect on such day and (b) the Federal
Funds  Effective Rate in effect on such day  plus  1/2  of  1%.   For  purposes
hereof:  "Prime  Rate"  shall mean, at any time, the rate of interest per annum
publicly announced from time  to  time  by  Wachovia at its principal office in
Charlotte, North Carolina as its prime rate.   Each  change  in  the Prime Rate
shall be effective as of the opening of business on the day such change  in the
Prime  Rate  occurs.   The  parties  hereto acknowledge that the rate announced
publicly by Wachovia as its Prime Rate  is  an index or base rate and shall not
necessarily be its lowest or best rate charged to its customers or other banks;
and  "Federal  Funds Effective Rate" shall mean,  for  any  day,  the  weighted
average of the rates  on  overnight  federal funds transactions with members of
the Federal Reserve System arranged by  federal  funds brokers, as published on
the next succeeding Business Day by the Federal Reserve  Bank  of New York, or,
if  such  rate  is  not so published on the next succeeding Business  Day,  the
average of the quotations  for  the  day  of  such transactions received by the
Administrative Agent from three federal funds brokers  of  recognized  standing
selected  by  it.   If  for  any  reason  the  Administrative  Agent shall have
determined (which determination shall be conclusive in the absence  of manifest
error) that it is unable to ascertain the Federal Funds Effective Rate, for any
reason,  including  the  inability  or  failure of the Administrative Agent  to
obtain  sufficient  quotations  in  accordance  with  the  terms  thereof,  the
Alternate Base Rate shall be determined  without  regard  to  clause (b) of the
first  sentence  of  this  definition,  as appropriate, until the circumstances
giving rise to such inability no longer exist.   Any  change  in  the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective on the opening of business on the date of such change.

      "Alternate  Base  Rate Loans" shall mean Loans that bear interest  at  an
interest rate based on the Alternate Base Rate.

      "Applicable Lending Office" shall mean, with respect to each Lender, such
Lender's Domestic Lending Office in the case of an Alternate Base Rate Loan and
such Lender's LIBOR Lending Office in the case of LIBOR Rate Loans.

      "Applicable Percentage"  shall  mean, for any day, the rate per annum set
forth  below  opposite  the  applicable Level  then  in  effect  based  on  the
Borrower's then current Debt Rating,  it  being  understood that the Applicable
Percentage for (i) Revolving Loans which are Alternate Base Rate Loans shall be
the  percentage  set  forth  under  the  column "Alternate  Base  Rate  Margin"
(ii) Revolving Loans which are LIBOR Rate  Loans  shall  be  the percentage set
forth under the column "LIBOR Rate Margin" and (iii) the Commitment  Fee  shall
be the percentage set forth under the column "Commitment Fee":


              Alternate
              Base Rate  LIBOR Rate  Commitment
Level Rating   Margin      Margin       Fee
  I  BBB/Baa2   0.25%       1.50%      0.50%
 II  BBB-/Baa3  0.75%       2.00%      0.75%
 III  BB+/Ba1   1.25%       2.50%      0.75%
 IV   BB/Ba2    1.75%       3.00%      1.00%
  V   BB-/Ba3   2.00%       3.25%      1.00%


      Any  change  in  the  Applicable  Percentage  due to a change in the Debt
Rating  shall be effective on the effective date of such  change  in  the  Debt
Rating.   Notwithstanding  the  foregoing,  the  Borrower shall be obligated to
provide notice to the Administrative Agent and the Lenders of any change in the
Debt  Rating  in  accordance  with  Section 5.2(h).   The   initial  Applicable
Percentages shall be set at a rate no lower than that set forth  in Level V and
shall  not be adjusted to a higher level for the first complete fiscal  quarter
following the Closing Date.

      If  (a) only  one  of  S&P and Moody's at any time of determination shall
have in effect a Debt Rating,  the Applicable Percentage shall be determined by
reference to the available rating,  (b) neither  S&P nor Moody's at any time of
determination  shall have in effect a Debt Rating,  the  Applicable  Percentage
will be set in accordance  with Level V, (c) the ratings established by S&P and
Moody's shall fall within different  levels, the Applicable Percentage shall be
based upon the lower rating, (d) any rating established by S&P or Moody's shall
be changed, such change shall be effective  as of the date on which such change
is  first  announced  publicly by the rating agency  making  such  change,  and
(e) S&P or Moody's shall  change  the  basis  on which ratings are established,
each reference to the Debt Rating announced by  S&P or Moody's, as the case may
be, shall refer to the then equivalent rating by  S&P  or  Moody's, as the case
may be.

      "Approved  Accounting  Firm" shall mean Ernst & Young LLP  or  any  other
independent  public  accountants   selected  by  the  Borrower  and  reasonably
satisfactory to the Required Lenders.

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

      "Borrower" shall have  the  meaning  set  forth in the first paragraph of
this Agreement.

      "Borrowing Base" means, as of any day, the  sum  of  (a) 80%  of Eligible
Receivables,  plus  (b) 80%  of  total  Advances  on  Tobacco, plus (c) 90%  of
Committed  Inventories  constituting  Eligible  Inventory,   plus   (d) 60%  of
Uncommitted  Inventories constituting Eligible Inventory, in each case  as  set
forth  in  the  most   recent  Borrowing  Base  Certificate  delivered  to  the
Administrative  Agent  and   the  Lenders  in  accordance  with  the  terms  of
Section 5.2(c).

      "Borrowing  Base  Certificate"  shall  have  the  meaning  set  forth  in
Section 5.2(c).

      "Borrowing Date" shall  mean,  in respect of any Loan, the date such Loan
is made.

      "Business Day" shall mean a day  other  than  a Saturday, Sunday or other
day on which commercial banks in Charlotte, North Carolina  or  New  York,  New
York  are  authorized or required by law to close; provided, however, that when
used in connection  with  a rate determination, borrowing or payment in respect
of a LIBOR Rate Loan, the term  "Business  Day"  shall  also exclude any day on
which banks in London, England are not open for dealings  in Dollar deposits in
the London interbank market.

      "Calculation Period" shall mean as of the last day of  any fiscal quarter
the four fiscal-quarter period of the Borrower ending on such date.

      "Capital Lease" shall mean any lease of property, real or  personal,  the
obligations  with  respect to which are required to be capitalized on a balance
sheet of the lessee in accordance with GAAP.

      "Capital Lease  Obligations" shall mean the capitalized lease obligations
relating to a Capital Lease determined in accordance with GAAP.

      "Capital Stock" shall  mean  (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.

      "Cash Equivalents" shall mean (i) securities issued or directly and fully
guaranteed  or  insured  by  the  United  States  of  America or any agency  or
instrumentality thereof (provided that the full faith and  credit of the United
States of America is pledged in support thereof) having maturities  of not more
than  twelve  months  from  the date of acquisition ("Government Obligations"),
(ii) U.S. dollar denominated  (or foreign currency fully hedged) time deposits,
certificates of deposit, Eurodollar  time  deposits and Eurodollar certificates
of deposit of (y) any domestic commercial bank  of  recognized  standing having
capital and surplus in excess of $250,000,000 or (z) any bank whose  short term
commercial  paper rating from S&P is at least A-1 or the equivalent thereof  or
from Moody's  is at least P-1 or the equivalent thereof (any such bank being an
"Approved Bank"),  in  each case with maturities of not more than 364 days from
the date of acquisition,  (iii) commercial  paper  and  variable  or fixed rate
notes  issued  by any Approved Bank (or by the parent company thereof)  or  any
variable rate notes  issued by, or guaranteed by any domestic corporation rated
A-1 (or the equivalent  thereof)  or  better  by  S&P or P-1 (or the equivalent
thereof) or better by Moody's and maturing within six  months  of  the  date of
acquisition, (iv) repurchase agreements with a bank or trust company (including
a  Lender) or recognized securities dealer having capital and surplus in excess
of $500,000,000  for  direct  obligations  issued by or fully guaranteed by the
United States of America, (v) obligations of  any state of the United States or
any  political  subdivision  thereof  for  the payment  of  the  principal  and
redemption price of and interest on which there  shall  have  been  irrevocably
deposited Government Obligations maturing as to principal and interest at times
and in amounts sufficient to provide such payment, and (vi) auction preferred
stock rated in the highest short term credit rating category by S&P or Moody's.

      "Change of Control" means such time as:

            (i)   any  Person  or  group  (within  the meaning of Section 13(d)
      or 14(d)  of  the  Securities  Exchange  Act)  has  become,  directly  or
      indirectly,  the  beneficial  owner,  by way of merger, consolidation  or
      otherwise, of 30% or more of the voting  power of the Voting Stock of the
      Borrower on a fully-diluted basis, after giving  effect to the conversion
      and exercise of all outstanding warrants, options and other securities of
      the  Borrower  convertible into or exercisable for Voting  Stock  of  the
      Borrower (whether  or  not such securities are then currently convertible
      or exercisable); or

            (ii)  the sale, lease  or  transfer  of all or substantially all of
      the consolidated assets of the Borrower to any Person or group; or

            (iii) during  any  period  of  two  consecutive   calendar   years,
      individuals who at the beginning of such period constituted the Board  of
      Directors of the Borrower, together with any new members of such Board of
      Directors  whose  election by such Board of Directors or whose nomination
      for election by the  stockholders  of the Borrower was approved by a vote
      of a majority of the members of such  Board  of  Directors  then still in
      office who either were directors at the beginning of such period or whose
      election or nomination for election was previously so approved, cease for
      any reason to constitute a majority of the directors of the Borrower then
      in office; or

            (iv)  the Borrower consolidates with or merges with or into another
      Person  or  any  Person  consolidates  with, or merges with or into,  the
      Borrower (in each case, whether or not in  compliance  with  the terms of
      this  Agreement),  in  any such event pursuant to a transaction in  which
      immediately after the consummation  thereof  Persons owning a majority of
      the Voting Stock of the Borrower immediately prior  to  such consummation
      shall cease to own a majority of the Voting Stock of the Borrower.

      "Closing Date" shall mean the date of this Agreement.

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

      "Commitment"  shall  mean  the  Revolving  Commitment  and the  Swingline
Commitment, individually or collectively, as appropriate.

      "Commitment Fee" shall have the meaning set forth in Section 2.2(a).

      "Commitment  Percentage"  shall  mean,  for  each Lender, the  percentage
identified as its Commitment Percentage on Schedule 2.1(a),  as such percentage
may be modified in connection with any assignment made in accordance  with  the
provisions of Section 9.6(c).

      "Commitment  Period" shall mean the period from and including the Closing
Date to but not including the Maturity Date.

      "Commitment  Transfer   Supplement"  shall  mean  a  Commitment  Transfer
Supplement, substantially in the form of Schedule 9.6(c).

      "Committed Inventories" shall  mean  tobacco  inventories  for  which the
Borrower has received a Confirmed Order.

      "Commonly  Controlled  Entity"  shall  mean  an  entity,  whether  or not
incorporated,  which  is  under  common  control  with  the Borrower within the
meaning  of  Section 4001  of  ERISA or is part of a group which  includes  the
Borrower and which is treated as  a  single  employer  under Section 414 of the
Code.

      "Confirmed Order" shall mean an order by a customer  not  an Affiliate of
the  Borrower  which  has  been accepted in the ordinary course of business  by
representatives of the Borrower or an Affiliate of the Borrower and recorded on
the inventory records of such Affiliate or the Borrower.

      "Consolidated EBIT" shall  mean,  for  any fiscal period of the Borrower,
the sum (without duplication) of (i) Consolidated  Net  Income  of the Borrower
for  such  period,  plus  (ii) the Consolidated Income Tax Expense deducted  in
determining such Consolidated  Net Income, plus (iii) the Consolidated Interest
Expense deducted in determining  such  Consolidated  Net  Income, plus (iv) one
time  non-cash charges related to certain restructuring activities,  minus  (v)
cash payments  made  during such period relating to non-cash charges added back
to Consolidated EBIT pursuant  to  clause (iv) above in a previous period minus
(vi) any extraordinary items of gain  (or  plus  extraordinary  items  of loss,
including  without  limitation,  gains  or  losses  attributable  to  Financial
Accounting  Standards  Board  Statement  No. 133) included in Consolidated  Net
Income for such period, determined for the  Borrower  and its Subsidiaries on a
consolidated basis in accordance with GAAP.

      "Consolidated EBITDA" shall mean, for any fiscal  period of the Borrower,
the  sum  of  (i) Consolidated  EBIT  for such period, plus (ii) the  aggregate
amount of the Borrower's depreciation expense and amortization expense for such
period to the extent deducted in determining  Consolidated  Net Income, in each
case  determined for the Borrower and its Subsidiaries on a consolidated  basis
in accordance with GAAP.

      "Consolidated  Fixed  Charge Coverage Ratio" shall mean, at any date, the
ratio of (a) the sum of (i) Consolidated  EBITDA  for  the  Calculation  Period
ending  on  such  date,  minus  (ii) Consolidated  Income  Tax Expense for such
Calculation Period, minus (iii) Consolidated Net Capital Expenditures  for such
Calculation  Period, plus (iv) Consolidated Rental Expense for such Calculation
Period to (b) the  sum of (i) scheduled payments of principal of the Borrower's
Consolidated Funded  Debt  during  such  Calculation Period (including, without
limitation,  the  principal  component  of  scheduled  payments  under  Capital
Leases), plus (ii) Consolidated Interest Expense  for  such Calculation Period,
plus (iii) the amount of dividends, distributions, stock  repurchases and stock
redemptions paid in cash by the Borrower or any of its Subsidiaries (other than
any such dividend, distribution, stock repurchase or stock  redemption payments
made  to  the  Borrower  or  any  of its Subsidiaries) during such  Calculation
Period, plus (iv) Consolidated Rental  Expense  for such Calculation Period, in
each case determined for the Borrower and its Subsidiaries  on  a  consolidated
basis in accordance with GAAP.

       "Consolidated  Funded Debt" shall mean, at any date, all liabilities  of
the Borrower and its Subsidiaries  that are or should be reflected at such date
on the Borrower's consolidated balance  sheet  as  long-term  debt  and current
maturities of long-term debt in accordance with GAAP.

       "Consolidated  Income Tax Expense" shall mean, for any fiscal period  of
the Borrower, the Borrower's income tax expense for such period, determined for
the Borrower and its Subsidiaries  on  a  consolidated basis in accordance with
GAAP.

       "Consolidated Interest Expense" shall mean, for any fiscal period of the
Borrower, the Borrower's interest expense for  such  period (including, without
limitation,   the  interest  component  of  payments  under  Capital   Leases),
determined for  the  Borrower  and  its Subsidiaries on a consolidated basis in
accordance with GAAP.

       "Consolidated Leverage Ratio"  shall  mean,  at  any  date, the ratio of
(a) Consolidated Total Debt to (b) the sum of (i) Consolidated  Net Worth, plus
(ii) Consolidated Total Debt.

      "Consolidated Net Capital Expenditures" shall mean, for any fiscal period
of the Borrower, the greater of (i) the difference between (a) all expenditures
by the Borrower and its Subsidiaries during such period for the acquisition  or
leasing of any fixed assets or improvements, or for replacements, substitutions
or  additions  thereto,  which  have  a useful life of more than one year (such
fixed assets or improvements referred to  as "Capital Assets") and which are or
should be reflected on the Borrower's consolidated  statement of cash flows for
such period as capital expenditures in accordance with  GAAP  less  (b) the net
cash proceeds received by the Borrower and its Subsidiaries during such  period
from  the  sale  of  Capital  Assets  and  (ii) zero;  provided,  however, that
Consolidated  Net  Capital  Expenditures  for  the  Calculation  Periods ending
December 31, 2003 and March 31, 2004 shall be deemed to be $25,000,000.

      "Consolidated  Net  Income"  shall  mean,  for any fiscal period  of  the
Borrower, the Borrower's net income (or net loss)  for  such period, determined
for  the  Borrower and its Subsidiaries on a consolidated basis  in  accordance
with GAAP.

      "Consolidated  Net  Worth"  shall  mean,  at any date, (a) the Borrower's
total  stockholders'  equity at such date, without  giving  effect  to  (i) the
effect of foreign currency  translation  adjustments under Financial Accounting
Standards  Board  Statement No. 52, "Foreign  Currency  Translation",  (ii) the
effect of the adjustments  to  the  value of the Borrower's investments in debt
and  equity securities under Financial  Accounting  Standards  Board  Statement
No. 115,  "Accounting  For  Certain Investments In Debt And Equity Securities",
(iii) the effect of the cost  of  postretirement  benefits  to employees of the
Borrower   under  Financial  Accounting  Standards  Board  Statement   No. 106,
"Employer's  Accounting  for  Postretirement Benefits Other Than Pensions", and
(iv)  the  effect  of  derivative  transactions   adjustments  under  Financial
Accounting Standards Board Statement No. 133, minus  (b) any  write-up  of  the
Borrower's  assets subsequent to June 30, 2003, determined for the Borrower and
its Subsidiaries on a consolidated basis in accordance with GAAP.

      "Consolidated  Rental  Expense"  shall mean, for any fiscal period of the
Borrower, the Borrower's rental expense under Operating Leases for such period,
determined for the Borrower and its Subsidiaries  on  a  consolidated  basis in
accordance with GAAP.

      "Consolidated  Tangible  Net  Worth" shall mean, at any date, the sum  of
(i) Consolidated Net Worth, minus (ii) the  amount of the Borrower's intangible
assets  at  such  date,  including,  without  limitation,   goodwill   (whether
representing  the  excess  of  cost  over  book  value  of  assets acquired, or
otherwise), capitalized expenses, patents, trademarks, tradenames,  copyrights,
franchises,  licenses  and  deferred  charges  (such  as,  without  limitation,
unamortized  costs  and costs of research and development), all determined  for
the Borrower and its  Subsidiaries  on  a consolidated basis in accordance with
GAAP.

      "Consolidated Total Assets" shall mean, at any date, the Borrower's total
assets, as determined for the Borrower and  its  Subsidiaries on a consolidated
basis in accordance with GAAP.

      "Consolidated Total Debt" shall mean, at any  date,  the aggregate amount
of all Indebtedness which creates Consolidated Interest Expense, whether or not
such interest is deferred.

      "Consolidated  Total  Senior Debt" shall mean, at any date,  and  without
duplication,  the  aggregate principal  amount  of  (a) short-term  bank  debt,
(b) outstanding Loans,  (c) the  Senior Debt Securities, (d) current maturities
of  long-term  debt,  (e) customer advances,  (f) the  Additional  Senior  Debt
Securities and (g) other  senior  Indebtedness,  in each case as determined for
the Borrower and its Subsidiaries on a consolidated  basis  in  accordance with
GAAP.

      "Consolidated Total Senior Debt to Borrowing Base Ratio" shall  mean,  at
any   date,  the  ratio  of  (a) Consolidated  Total  Senior  Debt  minus  Cash
Equivalents to (b) the Borrowing Base.

      "Consolidated  Working  Capital"  shall  mean, at any date, the amount by
which  the  Borrower's current assets exceed its current  liabilities  at  such
date, determined  on a consolidated basis for the Borrower and its Subsidiaries
in accordance with  GAAP;  provided  that,  for  purposes of this definition of
Consolidated Working Capital, current liabilities  shall  not include Revolving
Loans  (including  Swingline  Loans) and borrowings under short-term  lines  of
credit  to  the  extent  there is unfunded  availability  under  the  Revolving
Committed Amount and the Borrowing  Base  sufficient  to  cover on a dollar for
dollar basis such short-term borrowing.

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

      "Covenant Defeasance" shall mean an election  by  the  Borrower under the
Senior  Indenture to release the obligations of the Borrower under  the  Senior
Debt Securities  with  respect  to  certain  covenants  set forth in the Senior
Indenture  and/or  to  release  the  obligations  of  the  Borrower  under  the
Additional Senior Debt Securities with respect to certain covenants  set  forth
in the Second Senior Indenture.

      "Credit  Documents"  shall mean a collective reference to this Agreement,
the Notes, the Fee Letter, any  Joinder  Agreement,  each  Notice of Borrowing,
each  Notice  of  Conversion and all documents delivered to the  Administrative
Agent or any Lender  in  connection  therewith,  excluding  any  Lender Hedging
Agreement.

      "Credit Party" shall mean any of the Borrower or the Guarantors.

      "Credit Party Obligations" shall mean, without duplication,  all  of  the
obligations  of the Credit Parties to the Lenders and the Administrative Agent,
whenever arising,  under  this  Agreement, the Notes or any of the other Credit
Documents (including, but not limited  to,  any  interest  accruing  after  the
occurrence  of  a  filing of a petition of bankruptcy under the Bankruptcy Code
with respect to any  Credit  Party,  regardless  of whether such interest is an
allowed claim under the Bankruptcy Code).

      "Debt  Rating"  shall  mean the debt rating for  the  Borrower's  senior,
unsecured, non-credit enhanced  long  term  indebtedness  for money borrowed as
determined by Moody's and S&P.

      "Default" shall mean any of the events specified in Section 7.1,  whether
or not any requirement for the giving of notice or the lapse of time, or  both,
or any other condition, has been satisfied.

      "Defaulting  Lender"  shall  mean,  at any time, any Lender that, at such
time  (a) has failed to make a Loan required  pursuant  to  the  term  of  this
Agreement, including the funding of a Participation Interest in accordance with
the terms  hereof,  (b) has  failed  to  pay to the Administrative Agent or any
Lender an amount owed by such Lender pursuant  to  the terms of this Agreement,
or  (c) has  been deemed insolvent or has become subject  to  a  bankruptcy  or
insolvency proceeding or to a receiver, trustee or similar official.

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

      "Domestic Lending Office" shall  mean,  initially,  the  office  of  each
Lender   designated   as   such  Lender's  Domestic  Lending  Office  shown  on
Schedule 9.2; and thereafter,  such  other office of such Lender as such Lender
may from time to time specify to the Administrative  Agent  and the Borrower as
the office of such Lender at which Alternate Base Rate Loans of such Lender are
to be made.

      "Domestic  Subsidiary"  shall mean any Subsidiary that is  organized  and
existing under the laws of the  United  States  or  any  state  or commonwealth
thereof or under the laws of the District of Columbia.

      "Eligible Inventory" means, as of any date of determination  and  without
duplication,  the  lower  of the aggregate book value (based on an average cost
valuation, consistently applied  in  accordance  with  GAAP principles) or fair
market  value of all raw materials and finished goods inventory  owned  by  the
Borrower or any of its Material Domestic Subsidiaries less appropriate reserves
determined  in  accordance  with  GAAP but excluding in any event (i) inventory
subject to a Lien that is not a Permitted  Lien, (ii) inventory which is not in
good  condition  or  fails  to  meet  standards for  sale  or  use  imposed  by
governmental  agencies, departments or divisions  having  regulatory  authority
over  such  goods,   (iii) inventory  which  is  not  useable  or  salable  and
(iv) inventory which fails  to  meet such other specifications and requirements
as may from time to time be established  by  the  Administrative  Agent  in its
reasonable discretion.

      "Eligible Receivables" means, as of any date of determination and without
duplication,  the aggregate book value of all accounts receivable, receivables,
and obligations  for  payment  created or arising from the sale of inventory or
the rendering of services in the ordinary course of business (collectively, the
"Receivables"), owned by or owing  to  the Borrower or any of its Subsidiaries,
net of allowances and reserves for doubtful or uncollectible accounts and sales
adjustments consistent with such Person's internal policies and in any event in
accordance with GAAP, but excluding in any  event  (i) any  Receivable which is
subject to a Lien that is not a Permitted Lien, (ii) Receivables which are more
than  90 days  past due (net of reserves for bad debts in connection  with  any
such Receivables),  (iii) Receivables  owing  by an account debtor which is not
solvent or is subject to any bankruptcy or insolvency  proceeding  of any kind,
(iv) Receivables   which  are  contingent  or  subject  to  offset,  deduction,
counterclaim, dispute  or  other defense to payment, in each case to the extent
of   such  offset,  deduction,  counterclaim,   dispute   or   other   defense,
(v) Receivables for which any direct or indirect Subsidiary or any Affiliate is
the  account  debtor  and  (vi) Receivables  which  fail  to  meet  such  other
specifications  and requirements as may from time to time be established by the
Administrative Agent in its reasonable discretion.

      "Environmental  Claim"  shall  mean  any  claim, however asserted, by any
Governmental  Authority  or  other  Person  alleging  potential   liability  or
responsibility  for violation of any Environmental Law or for release  into  or
injury  to  the  environment  or  threat  to  public  health,  personal  injury
(including sickness,  disease  or  death),  property  damage, natural resources
damage, or otherwise alleging liability or responsibility for damages (punitive
or  otherwise), cleanup, investigation, removal, remedial  or  response  costs,
litigation  costs, restitution, civil or criminal penalties, injunctive relief,
or other type  of  relief,  resulting  from  or  based  upon  (a) the presence,
placement,   discharge,   emission   or  release  (including  intentional   and
unintentional, negligent and non-negligent, sudden or non-sudden, accidental or
non-accidental placement, spills, leaks,  discharges,  emissions,  releases  or
threatened  releases)  of  any  Hazardous  Material  at,  in, or from property,
whether  or  not owned by the Borrower or any of its Subsidiaries,  or  (b) any
other circumstances  forming  the basis of any violation, or alleged violation,
of any Environmental Law.

      "Environmental Law" shall  mean any federal, state or local law, statute,
ordinance, code, rule, regulation,  decree,  order,  judgment, or principles of
common  law  relating  to  (i) releases  or  threatened releases  of  Hazardous
Materials  or materials containing Hazardous Materials;  (ii) the  manufacture,
handling, transport, use, treatment, storage or disposal of Hazardous Materials
or materials containing Hazardous Materials; or (iii) otherwise relating to the
environment or to the protection of human health.

      "Environmental   Permits"   shall   have   the   meaning   set  forth  in
Section 3.10(b).

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

      "Eurodollar  Reserve  Percentage"  shall mean for any day, the percentage
(expressed as a decimal and rounded upwards,  if  necessary, to the next higher
1/100th  of 1%) which is in effect for such day as prescribed  by  the  Federal
Reserve  Board   (or   any  successor)  for  determining  the  maximum  reserve
requirement (including without  limitation any basic, supplemental or emergency
reserves) in respect of Eurocurrency liabilities, as defined in Regulation D of
such  Board  as  in effect from time  to  time,  or  any  similar  category  of
liabilities for a member bank of the Federal Reserve System in New York City.

      "Event of Default" shall mean any of the events specified in Section 7.1;
provided, however,  that  any requirement for the giving of notice or the lapse
of time, or both, or any other condition, has been satisfied.

      "Extension of Credit"  shall  mean,  as  to  any  Lender, the making of a
Revolving Loan by such Lender and as to the Swingline Lender,  the  making of a
Swingline Loan by the Swingline Lender.

      "Federal  Funds Effective Rate" shall have the meaning set forth  in  the
definition of "Alternate Base Rate".

      "Fee Letter"  shall mean that certain Fee Letter dated September 16, 2003
among the Borrower, Wachovia and Wachovia Capital Markets, LLC

      "Foreign Subsidiary"  shall  mean  any  Subsidiary that is not a Domestic
Subsidiary.

      "GAAP" shall mean generally accepted accounting  principles  in effect in
the  United States of America applied on a consistent basis, subject,  however,
in the case of determination of compliance with the financial covenants set out
in Section 5.9 to the provisions of Section 1.3.

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

      "Guarantor"  shall  mean  (a)   any of the Material Domestic Subsidiaries
identified  as  a  "Guarantor"  on  the  signature  pages  hereto  and  (b) the
Additional  Credit Parties which execute a  Joinder  Agreement,  together  with
their successors and permitted assigns.

      "Guaranty"  shall  mean  the  guaranty  of  the  Guarantors  set forth in
Article X.

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

      "Hazardous Materials"  shall  mean  (i) those  substances  defined  in or
regulated  as toxic or hazardous under the following federal statutes and their
state counterparts,  as  well  as  the  statutes'  implementing regulations, as
amended  from  time  to time: the Hazardous Materials Transportation  Act;  the
Resource  Conservation   and  Recovery  Act;  the  Comprehensive  Environmental
Response, Compensation and  Liability  Act;  the  Clean  Water  Act;  the  Safe
Drinking  Water Act; the Toxic Substances Control Act; the Federal Insecticide,
Fungicide and  Rodenticide  Act;  the Federal Food, Drug, and Cosmetic Act; and
the Clean Air Act; and (ii) any pollutant,  contaminant or other substance with
respect to which a Governmental Authority requires environmental investigation,
monitoring, reporting or remediation.

      "Hedging  Agreements"  shall  mean,  with  respect  to  any  Person,  any
agreement entered into to protect such Person against  fluctuations in interest
rates, or currency or raw materials values, including, without  limitation, any
interest  rate  swap,  cap or collar agreement, or similar arrangement  between
such  Person and one or more  counterparties,  any  foreign  currency  exchange
agreement,   currency  protection  agreements,  commodity  purchase  or  option
agreements, or  other  interest  or  exchange  rate  or commodity price hedging
agreements.

      "Hostile Acquisition" shall mean any Acquisition involving a tender offer
or  proxy contest that has not been recommended or approved  by  the  board  of
directors  of  the  Person  that is the subject of the Acquisition prior to the
first public announcement or disclosure relating to such Acquisition.

      "Indebtedness"  of  any  Person   shall   mean,   at  any  date,  without
duplication,  (a) all  obligations of such Person for borrowed  money,  (b) all
obligations of such Person  evidenced  by  bonds,  debentures,  notes  or other
similar  instruments,  (c) all  obligations  of such Person to pay the deferred
purchase price of property or services (except  trade  accounts payable arising
in  the ordinary course of business), (d) all obligations  of  such  Person  as
lessee  under  Capital  Leases,  (e) all obligations of such Person to purchase
securities or other property which  arise out of or in connection with the sale
of  the  same  or  substantially  similar   securities   or  property,  (d) all
non-contingent  obligations  of such Person to reimburse any  other  Person  in
respect of amounts paid under  letters  of  credit, surety and appeal bonds and
performance  bonds or similar instruments assuring  any  other  Person  of  the
performance of  any  act  or  acts  or  the  payment of any obligation, (e) all
obligations of others secured by a Lien on any asset of such Person, whether or
not such obligation is assumed by such Person  and (f) the principal portion of
all  obligations  of such Person under any synthetic  lease  or  other  similar
off-balance sheet financing product.

      "Insolvency"  shall  mean,  with  respect  to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning  of  such term as used
in Section 4245 of ERISA.

      "Insolvent" shall mean being in a condition of Insolvency.

      "Interest  Payment  Date"  shall mean (a) as to any Alternate  Base  Rate
Loan, the last day of each March,  June,  September  and  December  and  on the
Maturity Date, (b) as to any LIBOR Rate Loan having an Interest Period of three
months  or  less, the last day of such Interest Period, and (c) as to any LIBOR
Rate Loan having an Interest Period longer than three months, each day which is
three months  after  the  first day of such Interest Period and the last day of
such Interest Period.

      "Interest Period" shall mean, with respect to any LIBOR Rate Loan,

            (i)   initially,  the  period  commencing  on the Borrowing Date or
      conversion date, as the case may be, with respect to such LIBOR Rate Loan
      and ending one, two, three or six months thereafter,  as  selected by the
      Borrower  in the Notice of Borrowing or Notice of Conversion  given  with
      respect thereto; and

            (ii)  thereafter,  each  period  commencing  on the last day of the
      immediately preceding Interest Period applicable to  such LIBOR Rate Loan
      and ending one, two, three or six months thereafter, as  selected  by the
      Borrower by irrevocable notice to the Administrative Agent not less  than
      three  Business  Days  prior to the last day of the then current Interest
      Period with respect thereto;

            provided  that  the   foregoing   provisions  are  subject  to  the
      following:

                        (A)   if any Interest Period pertaining to a LIBOR Rate
            Loan would otherwise end on a day that  is not a Business Day, such
            Interest Period shall be extended to the  next  succeeding Business
            Day  unless  the result of such extension would be  to  carry  such
            Interest Period  into  another  calendar  month in which event such
            Interest  Period  shall end on the immediately  preceding  Business
            Day;

                         (B)  any  Interest  Period  pertaining to a LIBOR Rate
            Loan that begins on the last Business Day  of  a calendar month (or
            on a day for which there is no numerically corresponding day in the
            calendar month at the end of such Interest Period) shall end on the
            last Business Day of the relevant calendar month;

                        (C)   if  the  Borrower shall fail to  give  notice  as
            provided above, the Borrower  shall  be  deemed to have selected an
            Alternate Base Rate Loan to replace the affected LIBOR Rate Loan;

                        (D)   any Interest Period in respect  of  any Loan that
            would  otherwise extend beyond the Maturity Date shall end  on  the
            Maturity Date; and

                        (E)   no  more  than eight (8) LIBOR Tranches may be in
            effect at any one time.  For purposes hereof, LIBOR Rate Loans with
            different Interest Periods shall  be  considered  as separate LIBOR
            Tranches, even if they shall begin on the same date  and  have  the
            same duration, although borrowings, extensions and conversions may,
            in accordance with the provisions hereof, be combined at the end of
            existing Interest Periods to constitute a new LIBOR Tranche.

      "Investment"  means  all  investments, in cash or by delivery of property
made, directly or indirectly in,  to or from any Person, whether by acquisition
of shares of Capital Stock, property, assets, indebtedness or other obligations
or securities or by loan advance, capital contribution or otherwise.

      "Joinder Agreement" shall mean  a  Joinder Agreement substantially in the
form of Schedule 5.10, executed and delivered  by an Additional Credit Party in
accordance with the provisions of Section 5.10.

      "Legal  Defeasance" shall mean an election  by  the  Borrower  under  the
Senior  Indenture  to  discharge  the  obligations  of  the  Borrower  and  the
guarantors of the Senior Debt Securities under or in respect of the Senior Debt
Securities and/or an election by the Borrower under the Second Senior Indenture
to discharge  the  obligations  of  the  Borrower  and  the  guarantors  of the
Additional  Senior Debt Securities under or in respect of the Additional Senior
Debt Securities.

      "Lender"  shall have the meaning set forth in the first paragraph of this
Agreement.

      "Lender Hedging  Agreement"  shall mean any Hedging Agreement between any
Credit Party and any Person (or affiliate  of such Person) that was a Lender at
the time it entered into such Hedging Agreement  whether or not such Person has
ceased to be a Lender under this Agreement.

      "LIBOR"  shall  mean, for any LIBOR Rate Loan  for  any  Interest  Period
therefor, the rate per  annum  (rounded  upwards,  if necessary, to the nearest
1/100 of 1%) appearing on Telerate Page 3750 (or any  successor  page)  as  the
London  interbank  offered  rate  for  deposits  in  Dollars  at  approximately
11:00 A.M.  (London  time)  two  Business  Days prior to the first day of  such
Interest Period for a term comparable to such  Interest  Period.   If  for  any
reason  such  rate is not available, the term "LIBOR" shall mean, for any LIBOR
Rate Loan for any  Interest  Period  therefor,  the  rate  per  annum  (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters  Screen
LIBO  Page  as  the  London  interbank  offered rate for deposits in Dollars at
approximately 11:00 A.M. (London time) two Business Days prior to the first day
of  such  Interest  Period  for  a term comparable  to  such  Interest  Period;
provided, however, if more than one  rate  is  specified on Reuters Screen LIBO
Page,  the  applicable rate shall be the arithmetic  mean  of  all  such  rates
(rounded upwards,  if  necessary,  to  the  nearest  1/100 of 1%).  If, for any
reason, neither of such rates is available, then "LIBOR"  shall  mean  the rate
per  annum  at which, as determined by the Administrative Agent, Dollars in  an
amount comparable  to  the  Loans  then  requested are being offered to leading
banks at approximately 11:00 A.M. London time,  two (2)  Business Days prior to
the   commencement  of  the  applicable  Interest  Period  for  settlement   in
immediately available funds by leading banks in the London interbank market for
a period equal to the Interest Period selected.

      "LIBOR  Lending  Office" shall mean, initially, the office of each Lender
designated as such Lender's  LIBOR  Lending  Office  shown on Schedule 9.2; and
thereafter, such other office of such Lender as such Lender  may  from  time to
time specify to the Administrative Agent and the Borrower as the office of such
Lender at which the LIBOR Rate Loans of such Lender are to be made.

      "LIBOR  Rate" shall mean a rate per annum (rounded upwards, if necessary,
to the next higher  1/100th  of  1%)  determined  by  the  Administrative Agent
pursuant to the following formula:

            LIBOR Rate =                   LIBOR
                              1.00 - Eurodollar Reserve Percentage

      "LIBOR  Rate  Loan" shall mean Loans the rate of interest  applicable  to
which is based on the LIBOR Rate.

      "Lien" shall mean  any  deed  of  trust, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other), charge
or  other  security  interest or any preference,  priority  or  other  security
agreement  or  preferential  arrangement  of  any  kind  or  nature  whatsoever
(including, without  limitation,  any conditional sale or other title retention
agreement and any Capital Lease having  substantially  the same economic effect
as any of the foregoing).

      "Loans"   shall   mean  Revolving  Loans  and/or  Swingline   Loans,   as
appropriate.

      "Material Adverse Effect" shall mean a material adverse effect on (a) the
business, operations, property, condition (financial or otherwise) or prospects
of the Credit Parties and  their Subsidiaries taken as a whole, (b) the ability
of  the  Borrower  or any Guarantor  to  perform  its  obligations,  when  such
obligations are required  to  be  performed,  under  this Agreement, any of the
Notes  or any other Credit Document or (c) the validity  or  enforceability  of
this Agreement,  any  of  the Notes or any of the other Credit Documents or the
material  rights  or remedies  of  the  Administrative  Agent  or  the  Lenders
hereunder or thereunder.

      "Material Contract" shall mean any contract or other arrangement, whether
written or oral, to which the Borrower or any Subsidiary is a party as to which
contract the breach,  nonperformance  or  cancellation  of such contract by any
party thereto could reasonably be expected to have a Material Adverse Effect.

      "Material Domestic Subsidiary" shall mean any Domestic  Subsidiary of the
Borrower which would constitute a "significant subsidiary" of the  Borrower  as
defined  in  Rule 1.02  of  Regulation S-X  promulgated  by  the Securities and
Exchange Commission except that for purposes of this definition  all references
in  such  Rule 1.02 to "ten percent (10%)" shall be deemed to be references  to
"five percent (5%)".

      "Material  Foreign  Subsidiary"  shall mean any Foreign Subsidiary of the
Borrower which would constitute a "significant  subsidiary"  of the Borrower as
defined  in  Rule 1.02  of  Regulation S-X  promulgated  by the Securities  and
Exchange Commission except that for purposes of this definition  all references
in  such  Rule 1.02 to "ten percent (10%)" shall be deemed to be references  to
"five percent (5%)".

      "Maturity  Date"  shall  mean  October  ___,  2006,  as  such date may be
extended for one year periods pursuant to the terms of Section 2.16.

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

      "Multiemployer Plan" shall mean a Plan which is a multiemployer  plan  as
defined in Section 4001(a)(3) of ERISA.

      "Note"  or  "Notes"  shall  mean the Revolving Notes and/or the Swingline
Note, collectively or individually, as appropriate.

      "Notice of Borrowing" shall mean  the  written  notice  of  borrowing  as
referenced and defined in Section 2.1(b)(i).

      "Notice  of  Conversion"  shall  mean  the written notice of extension or
conversion as referenced in Section 2.7.

      "Obligations" shall mean, collectively, the Loans.

      "Operating Lease" shall mean any lease which is not a Capital Lease.

      "Participant" shall have the meaning set forth in Section 9.6(b).

      "Participation Interest" shall mean a participation interest purchased by
a Lender in Swingline Loans as provided in Section 2.1A(b)(ii).

      "PBGC"  shall mean the Pension Benefit Guaranty  Corporation  established
pursuant to Subtitle A of Title IV of ERISA.

      "Permitted Investments" shall have the meaning set forth in Section 6.6.

      "Permitted Liens" shall have the meaning set forth in Section 6.2.

      "Person"  shall  mean  an  individual,  partnership, corporation, limited
liability company, business trust, joint stock  company,  trust, unincorporated
association, joint venture, Governmental Authority or other  entity of whatever
nature.

      "Plan"  shall  mean,  at any particular time, any employee  benefit  plan
which is covered by Title IV of ERISA and in respect of which the Borrower or a
Commonly Controlled Entity is  (or,  if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed  to be) an "employer" as defined in
Section 3(5) of ERISA.

      "Prime  Rate"  shall have the meaning set  forth  in  the  definition  of
Alternate Base Rate.

      "Pro Forma Basis"  means,  with  respect  to  any  transaction, that such
transaction shall be deemed to have occurred as of the first  day  of  the four
fiscal-quarter  period  ending  as  of  the  last day of the most recent fiscal
quarter  preceding  the date of such transaction  with  respect  to  which  the
Administrative  Agent  and  the  Lenders  shall  have  received  the  financial
statements referred to in Section 5.1(a) or (b), as applicable.

      "Purchasing Lenders" shall have the meaning set forth in Section 9.6(c).

      "Quoted Rate" shall mean the fixed or floating percentage rate per annum,
if any, offered by  the  Swingline  Lender  and  accepted  by  the  Borrower in
accordance with the provisions hereof.

      "Quoted Rate Swingline Loan" shall mean a Swingline Loan bearing interest
at the Quoted Rate.

      "Recovery  Event"  shall mean the receipt by the Borrower or any  of  its
Subsidiaries of any cash insurance  proceeds  or  condemnation award payable by
reason of theft, loss, physical destruction or damage,  taking or similar event
with respect to any of their respective property or assets.

      "Register" shall have the meaning set forth in Section 9.6(d).

      "Reorganization" shall mean, with respect to any Multiemployer  Plan, the
condition  that such Plan is in reorganization within the meaning of such  term
as used in Section 4241 of ERISA.

      "Reportable   Event"   shall   mean  any  of  the  events  set  forth  in
Section 4043(c) of ERISA, other than those  events  as  to which the thirty-day
notice period is waived under PBGC Reg. {section}4043.

      "Required Lenders" shall mean Lenders holding in the  aggregate  not less
than  66  2/3% of the Revolving Commitments or outstanding Revolving Loans,  as
the case may  be  (treating for purposes hereof in the case of Swingline Loans,
in the case of the Swingline Lender, only the portion of the Swingline Loans of
the Swingline Lender which is not subject to the Participation Interests of the
other Lenders and,  in the case of the Lenders other than the Swingline Lender,
the Participation Interests  of  such  Lenders  in Swingline Loans hereunder as
direct  Obligations);  provided,  however,  that  if  any  Lender  shall  be  a
Defaulting  Lender  at  such  time,  then  there  shall  be excluded  from  the
determination of Required Lenders, Obligations owing to such  Defaulting Lender
and  such  Defaulting  Lender's  Commitments,  or  after  termination   of  the
Commitments,  the principal balance of the Obligations owing to such Defaulting
Lender.

      "Requirement  of  Law"  shall  mean, as to any Person, the Certificate of
Incorporation and Bylaws or other organizational or governing documents of such
Person,  and  each  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 property or to which such Person
or any of its property is subject.

      "Responsible Officer" shall  mean,  as to (a) the Borrower, the President
and Chief Executive Officer or the Chief Financial  Officer  or  (b) any  other
Credit Party, any duly authorized officer thereof.

      "Restricted  Payment"  shall mean (a) any dividend or other distribution,
direct or indirect, on account  of  any shares of any class of Capital Stock of
the Borrower or any of its Subsidiaries,  now or hereafter outstanding, (b) 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 the Borrower or any of its Subsidiaries,  now  or  hereafter
outstanding, (c) 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  the  Borrower  or  any  of its Subsidiaries, now or hereafter
outstanding, or (d) any payment or prepayment of principal of, premium, if any,
or interest on, redemption, purchase, retirement,  defeasance,  sinking fund or
similar payment with respect to, any Subordinated Indebtedness.

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

      "Revolving  Committed  Amount"  shall mean, collectively,  the  aggregate
amount of all Commitments as referenced  in  Section 2.1(a), as such amount may
be reduced from time to time in accordance with  the  provisions  hereof,  and,
individually,   the   amount  of  each  Lender's  Commitment  as  specified  on
Schedule 2.1(a).

      "Revolving Loan" shall have the meaning set forth in Section 2.1.

      "Revolving Note"  or  "Revolving Notes" shall mean each of the promissory
notes of the Borrower in favor  of each of the Lenders evidencing the Revolving
Loans provided pursuant to Section 2.1(e),  individually  or  collectively,  as
appropriate,  as  such promissory notes may be amended, modified, supplemented,
extended, renewed or replaced from time to time.

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

      "Second Senior Indenture" shall  mean that certain Indenture, dated as of
October 30, 2001, by and among the Borrower,  as  issuer, and SunTrust Bank, as
trustee, as supplemented, amended or otherwise modified from time to time.

      "Senior Debt Securities" shall mean any one of  the  7  3/4% Senior Notes
due  2013,  in  an  aggregate principal amount of $125,000,000, issued  by  the
Borrower pursuant to  the  Senior Indenture, as such Senior Debt Securities may
be supplemented, amended or otherwise modified from time to time.

      "Senior Indenture" shall mean that certain Indenture, dated as of May 30,
2003, by and among the Borrower,  as  issuer, and SunTrust Bank, as trustee, as
supplemented, amended or otherwise modified from time to time.

      "Single Employer Plan" shall mean  any  Plan which is not a Multiemployer
Plan.

      "Solvent" means, with respect to the Borrower and each other Credit Party
on a particular date, that (a) the fair saleable  value  of  each such Person's
assets, measured on a going concern basis, exceeds all probable  liabilities of
such  Person  (including  any  liabilities  to  be  incurred  pursuant to  this
Agreement),  (b) such  Person  does  not  have  unreasonably  small capital  in
relation to the business in which it is or proposes to be engaged  and (c) such
Person  has  not  incurred  debts beyond its ability to pay such debts as  they
become due.

      "Specified Sales" shall  mean  (a) the  sale,  transfer,  lease  or other
disposition  of inventory and materials in the ordinary course of business  and
(b) the sale, transfer or other disposition of Permitted Investments.

      "Split-Dollar  Agreement" shall mean an agreement between the Borrower or
any of its Subsidiaries  and an employee of the Borrower or such Subsidiary (or
one or more affiliates of  such  employee that shall be the owner of the policy
of life insurance referred to below),  pursuant  to  which the Borrower or such
Subsidiary  shall  agree  to  fund non-scheduled premiums  under  a  policy  of
insurance on the life of such employee  and such employee (or such affiliate or
affiliates) shall agree to reimburse the  Borrower  or such Subsidiary for such
non-scheduled premiums upon the termination of such agreement.

      "Split-Dollar Assignment" shall mean a collateral assignment executed and
delivered  in  connection with a Split-Dollar Program by  an  employee  of  the
Borrower or one of its Subsidiaries (or one or more affiliates of such employee
that shall be the  owner of the policy of life insurance referred to below), by
which such employee  (or  such affiliate or affiliates), as collateral security
for such employee's (or such  affiliate's or affiliates') obligations under the
Split-Dollar  Agreement  executed   and   delivered  in  connection  with  such
Split-Dollar Program, assigns to the Borrower  or such Subsidiary the policy of
insurance  on  the  life  of such employee contemplated  by  such  Split-Dollar
Agreement.

      "Split-Dollar Program"  shall  mean  an  arrangement, established under a
Split-Dollar Agreement between the Borrower or any  of  its Subsidiaries and an
employee  thereof  (or  one or more affiliates of such employee),  whereby  the
Borrower or such Subsidiary  establishes  a split-dollar life insurance program
for the benefit of such employee and agrees to pay non-scheduled premiums under
the  life  insurance  policy issued in connection  therewith,  subject  to  the
obligation of such employee  (or such affiliate or affiliates) to reimburse the
aggregate amount of such nonscheduled  premiums  upon  the  termination of such
program.

      "Subordinated Indebtedness" shall mean any Indebtedness  incurred  by any
Credit  Party  which  by  its  terms  is  specifically subordinated in right of
payment  to  the  prior  payment of the Credit  Party  Obligations,  including,
without limitation, the Subordinated Debt Securities.

      "Subordinated  Debt  Securities"   shall  mean  any  one  of  the  6 1/4%
Convertible  Subordinated  Debentures  due  March 31,   2007,  in  an  original
aggregate principal amount of $140,000,000, issued by the  Borrower pursuant to
the Subordinated Indenture (of which original principal amount,  $73,328,440.00
is  outstanding  as of the Closing Date), as such Subordinated Debt  Securities
may be supplemented, amended or otherwise modified from time to time.

      "Subordinated  Indenture"  shall mean that certain Indenture, dated as of
April 1, 1997, by and among the Borrower and LaSalle National Bank, as trustee,
as supplemented, amended or otherwise modified from time to time.

      "Subsidiary" shall mean, as  to  any  Person, a corporation, partnership,
limited liability company or other entity of  which  shares  of  stock or other
ownership  interests  having  ordinary voting power (other than stock  or  such
other ownership interests having  such power only by reason of the happening of
a contingency) to elect a majority  of the board of directors or other managers
of such corporation, partnership, limited liability company or other entity are
at the time owned, or the management of which is otherwise controlled, directly
or indirectly through one or more intermediaries,  or  both,  by  such  Person.
Unless   otherwise   qualified,   all   references  to  a  "Subsidiary"  or  to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Borrower.

      "Swingline Commitment" shall mean the  commitment of the Swingline Lender
to  make  Swingline  Loans  in  an  aggregate  principal  amount  at  any  time
outstanding up to the Swingline Committed Amount,  and  the  commitment  of the
Lenders  to purchase participation interests in the Swingline Loans as provided
in Section 2.1A(b)(ii),  as  such amounts may be increased or reduced from time
to time in accordance with the provisions hereof.

      "Swingline Committed Amount"  shall  mean  the  amount  of  the Swingline
Lender's Swingline Commitment as specified in Section 2.1A(a).

      "Swingline Lender" shall mean Wachovia, in its capacity as such.

      "Swingline Loan" or "Swingline Loans" shall have the meaning set forth in
Section 2.1A(a).

      "Swingline Note" shall mean the promissory note of the Borrower  in favor
of  the  Swingline  Lender evidencing the Swingline Loans provided pursuant  to
Section 2.1A(d),  as  such   promissory   note   may   be   amended,  modified,
supplemented, extended, renewed or replaced from time to time.

      "Taxes" shall have the meaning set forth in Section 2.15.

      "Tranche" shall mean the collective reference to LIBOR  Rate  Loans whose
Interest  Periods  begin  and end on the same day.  A Tranche may sometimes  be
referred to as a "LIBOR Tranche".

      "Transfer Effective Date"  shall  have  the  meaning  set  forth  in each
Commitment Transfer Supplement.

      "Type"  shall mean, as to any Loan, its nature as an Alternate Base  Rate
Loan, LIBOR Rate Loan or Swingline Loan, as the case may be.

      "Uncommitted  Inventories"  shall  mean tobacco inventories for which the
Borrower has not received a Confirmed Order.

      "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.

      "Wachovia"  shall mean Wachovia Bank, National  Association,  a  national
banking association.

      SECTION 1.2   OTHER DEFINITIONAL PROVISIONS.

            (a)   Unless otherwise specified therein, all terms defined in this
      Agreement shall have the defined meanings when used in the Notes or other
      Credit Documents  or  any certificate or other document made or delivered
      pursuant hereto.

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

            (c)   The meanings  given  to terms defined herein shall be equally
      applicable to both the singular and plural forms of such terms.

      SECTION 1.3   ACCOUNTING TERMS.

      Unless otherwise specified herein, all accounting terms used herein shall
be interpreted, all accounting determinations  hereunder shall be made, and all
financial statements required to be delivered hereunder  shall  be  prepared in
accordance with GAAP applied on a basis consistent with the most recent audited
consolidated  financial  statements  of  the Borrower delivered to the Lenders;
provided that, if the Borrower notifies the Administrative Agent that it wishes
to amend any covenant in Section 5.9 to eliminate  the  effect of any change in
GAAP on the operation of such covenant (or if the Administrative Agent notifies
the  Borrower  that  the  Required Lenders wish to amend Section 5.9  for  such
purpose), then the Borrower's compliance with such covenant shall be determined
on the basis of GAAP in effect  immediately  before the relevant change in GAAP
became effective, until either such notice is  withdrawn  or  such  covenant is
amended in a manner satisfactory to the Borrower and the Required Lenders.

      The Borrower shall deliver to the Administrative Agent and each Lender at
the  same  time as the delivery of any annual or quarterly financial statements
given in accordance  with  the  provisions of Section 5.1, (i) a description in
reasonable detail of any material  change  in  the  application  of  accounting
principles employed in the preparation of such financial statements from  those
applied in the most recently preceding quarterly or annual financial statements
as to which no objection shall have been made in accordance with the provisions
above  and (ii) a reasonable estimate of the effect on the financial statements
on account of such changes in application.


                                   ARTICLE II

                         THE LOANS; AMOUNT AND TERMS

      SECTION 2.1   REVOLVING LOANS.

            (a)   Revolving  Commitment.  During the Commitment Period, subject
      to the terms and conditions  hereof, each Lender severally agrees to make
      revolving credit loans ("Revolving  Loans")  to the Borrower from time to
      time  for  the  purposes hereinafter set forth; provided,  however,  that
      (i) with regard to  each  Lender  individually,  the sum of such Lender's
      share  of  outstanding  Revolving  Loans  plus  such Lender's  Commitment
      Percentage of Swingline Loans shall not exceed such  Lender's  Commitment
      Percentage  of  the aggregate Revolving Committed Amount as set forth  in
      Schedule 2.1(a),  and  (ii) with  regard to the Lenders collectively, the
      sum of the aggregate amount of outstanding Revolving Loans plus Swingline
      Loans shall not exceed the lesser of  (A) the  Revolving Committed Amount
      and (B) the Borrowing Base.  For purposes hereof,  the  aggregate  amount
      available    hereunder    shall    be    ONE    HUNDRED   FIFTY   MILLION
      DOLLARS ($150,000,000) (as such aggregate maximum  amount  may be reduced
      from  time  to time as provided in Section 2.3, the "Revolving  Committed
      Amount").  Revolving  Loans  may  consist of Alternate Base Rate Loans or
      LIBOR Rate Loans, or a combination  thereof, as the Borrower may request,
      and  may  be  repaid  and reborrowed in accordance  with  the  provisions
      hereof.  LIBOR Rate Loans  shall  be  made  by  each  Lender at its LIBOR
      Lending  Office  and  Alternate  Base Rate Loans at its Domestic  Lending
      Office.

            (b)  Revolving Loan Borrowings.

                  (i)   Notice of Borrowing.   The  Borrower  shall  request  a
            Revolving  Loan borrowing by delivering to the Administrative Agent
            a  Notice  of   Borrowing   in   the   form   attached   hereto  as
            Schedule 2.1(b)(i)  (a "Notice of Borrowing") (or telephone  notice
            promptly confirmed in  writing  by delivering to the Administrative
            Agent a Notice of Borrowing, which  delivery  may  be  by  fax) not
            later  than  11:00 A.M.  (Charlotte,  North  Carolina  time) on the
            Business  Day prior to the date of the requested borrowing  in  the
            case of Alternate  Base  Rate  Loans, and on the third Business Day
            prior to the date of the requested  borrowing  in the case of LIBOR
            Rate Loans.  Each such request for borrowing shall  be  irrevocable
            and  shall specify (A) that a Revolving Loan is requested,  (B) the
            date of  the  requested  borrowing (which shall be a Business Day),
            (C) the aggregate principal  amount to be borrowed, (D) whether the
            borrowing shall be comprised of  Alternate  Base  Rate Loans, LIBOR
            Rate  Loans or a combination thereof, and if LIBOR Rate  Loans  are
            requested,  the Interest Period(s) therefor.  If the Borrower shall
            fail to specify  in  any such Notice of Borrowing (I) an applicable
            Interest Period in the  case of a LIBOR Rate Loan, then such notice
            shall be deemed to be a request  for  an  Interest  Period  of  one
            month,  or  (II) the  type  of  Revolving Loan requested, then such
            notice shall be deemed to be a request  for  an Alternate Base Rate
            Loan hereunder.  The Administrative Agent shall give notice to each
            Lender  promptly  upon  receipt  of each Notice of  Borrowing,  the
            contents thereof and each such Lender's share thereof.

                  (ii)  Minimum Amounts.  Each  Revolving  Loan borrowing shall
            be in a minimum aggregate principal amount of (A) with  respect  to
            LIBOR  Rate  Loans, $3,000,000 and integral multiples of $1,000,000
            in  excess thereof  (or  the  remaining  amount  of  the  Revolving
            Committed  Amount,  if  less) or (B) with respect to Alternate Base
            Rate Loans, $1,000,000 and integral multiples of $500,000 in excess
            thereof (or the remaining amount of the Revolving Committed Amount,
            if less).

                  (iii) Advances.   Each   Lender   will  make  its  Commitment
            Percentage  of  each  Revolving  Loan borrowing  available  to  the
            Administrative Agent for the account  of the Borrower at the office
            of the Administrative Agent specified in  Schedule 9.2,  or at such
            other office as the Administrative Agent may designate in  writing,
            by 1:00 P.M. (Charlotte, North Carolina time) on the date specified
            in  the  applicable  Notice  of  Borrowing  in Dollars and in funds
            immediately available to the Administrative Agent.   Such borrowing
            will  then  be made available to the Borrower by the Administrative
            Agent by crediting the account of the Borrower on the books of such
            office with the  aggregate  of  the  amounts  made available to the
            Administrative Agent by the Lenders and in like  funds  as received
            by the Administrative Agent.

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

            (d)   Interest.    Subject   to   the  provisions  of  Section 2.8,
      Revolving Loans shall bear interest as follows:

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

                  (ii)  LIBOR Rate Loans.   During  such  periods  as Revolving
            Loans shall be comprised of LIBOR Rate Loans, each such  LIBOR Rate
            Loan  shall bear interest at a per annum rate equal to the  sum  of
            the LIBOR Rate plus the Applicable Percentage.

      Interest on Revolving  Loans shall be payable in arrears on each Interest
Payment Date.

            (e)   Revolving Notes.   Each Lender's Commitment Percentage of the
      Revolving Loans shall be evidenced  by a duly executed promissory note of
      the Borrower to such Lender in substantially the form of Schedule 2.1(e).

      SECTION 2.1 ASWINGLINE LOAN SUBFACILITY.

            (a)   Swingline Commitment.  During  the Commitment Period, subject
      to  the  terms  and  conditions  hereof,  the Swingline  Lender,  in  its
      individual capacity, agrees to make certain revolving credit loans to the
      Borrower  (each  a  "Swingline  Loan" and, collectively,  the  "Swingline
      Loans")  from  time  to  time for the  purposes  hereinafter  set  forth;
      provided,  however,  (i) the   aggregate   amount   of   Swingline  Loans
      outstanding   at   any   time   shall   not  exceed  TWENTY-FIVE  MILLION
      DOLLARS ($25,000,000) (the "Swingline Committed  Amount"),  and  (ii) the
      sum of the aggregate amount of outstanding Revolving Loans plus Swingline
      Loans  shall not exceed the aggregate Revolving Committed Amount then  in
      effect.   Swingline  Loans  hereunder  may consist of Alternate Base Rate
      Loans or Quoted Rate Swingline Loans, as  the  Borrower  may request, and
      may be repaid and reborrowed in accordance with the provisions hereof.

            (b)    Swingline Loan Borrowings.

                  (i)   Notice  of  Borrowing and Disbursement.  The  Swingline
            Lender will make Swingline  Loans  available to the Borrower on any
            Business  Day upon request made by the  Borrower  on  a  Notice  of
            Borrowing delivered  not  later  than  12:00 Noon (Charlotte, North
            Carolina  time)  on such Business Day.  Swingline  Loan  borrowings
            hereunder shall be  made  in  minimum  amounts  of  $100,000 and in
            integral amounts of $100,000 in excess thereof.

                  (ii)  Repayment of Swingline Loans.  The principal  amount of
            all  Swingline  Loans  shall  be  due  and  payable  in full on the
            Maturity Date.  The Swingline Lender may, at any time,  in its sole
            discretion,   by   written   notice   to   the   Borrower  and  the
            Administrative  Agent, demand repayment of its Swingline  Loans  by
            way of a Revolving Loan borrowing, in which case the Borrower shall
            be deemed to have  requested  a  Revolving Loan borrowing comprised
            entirely  of  Alternate  Base Rate Loans  in  the  amount  of  such
            Swingline  Loans;  provided,   however,   that,  in  the  following
            circumstances, any such demand shall also be  deemed  to  have been
            given  one  Business  Day  prior  to each of (i) the Maturity Date,
            (ii) the  occurrence  of  any  Event  of   Default   described   in
            Section 7.1(e),   (iii) upon   acceleration  of  the  Credit  Party
            Obligations hereunder, whether on  account  of  an Event of Default
            described  in  Section 7.1(e)  or any other Event of  Default,  and
            (iv) the exercise of remedies in  accordance with the provisions of
            Section 7.2  hereof (each such Revolving  Loan  borrowing  made  on
            account of any  such  deemed  request  therefor  as provided herein
            being  hereinafter  referred to as a "Mandatory Borrowing").   Each
            Lender hereby irrevocably  agrees  to  make  such  Revolving  Loans
            promptly upon any such request or deemed request on account of each
            Mandatory  Borrowing  in  the amount and in the manner specified in
            the preceding sentence and  on  the  same such date notwithstanding
            (I) the  amount of Mandatory Borrowing  may  not  comply  with  the
            minimum amount for borrowings of Revolving Loans otherwise required
            hereunder, (II) whether any conditions specified in Section 4.2 are
            then satisfied, (III) whether a Default or an Event of Default then
            exists, (IV) failure  of  any  such  request  or deemed request for
            Revolving  Loans  to  be  made  by the time otherwise  required  in
            Section 2.1(b)(i), (V) the date of  such  Mandatory  Borrowing,  or
            (VI) any reduction in the Revolving Committed Amount or termination
            of  the  Revolving  Commitments immediately prior to such Mandatory
            Borrowing or contemporaneously  therewith.   In  the event that any
            Mandatory  Borrowing  cannot  for any reason be made  on  the  date
            otherwise  required  above (including,  without  limitation,  as  a
            result of the commencement  of  a  proceeding  under the Bankruptcy
            Code with respect to the Borrower), then each Lender  hereby agrees
            that  it  shall  forthwith  purchase  (as of the date the Mandatory
            Borrowing  would  otherwise have occurred,  but  adjusted  for  any
            payments received from the Borrower on or after such date and prior
            to such purchase) from  the  Swingline  Lender  such  Participation
            Interest  in the outstanding Swingline Loans as shall be  necessary
            to cause each  such Lender to share in such Swingline Loans ratably
            based   upon  its  respective   Revolving   Commitment   Percentage
            (determined   before  giving  effect  to  any  termination  of  the
            Commitments  pursuant   to   Section 7.2),  provided  that  (A) all
            interest payable on the Swingline Loans shall be for the account of
            the Swingline Lender until the  date  as  of  which  the respective
            Participation  Interest  is  purchased,  and  (B) at  the time  any
            purchase  of a Participation Interest pursuant to this sentence  is
            actually made,  the  purchasing  Lender shall be required to pay to
            the  Swingline  Lender interest on the  principal  amount  of  such
            Participation Interest  purchased  for  each day from and including
            the  day upon which the Mandatory Borrowing  would  otherwise  have
            occurred   to   but   excluding   the  date  of  payment  for  such
            Participation  Interest,  at the rate  equal  to,  if  paid  within
            two (2) Business Days of the  date  of the Mandatory Borrowing, the
            Federal Funds Effective Rate, and thereafter at a rate equal to the
            Alternate Base Rate.

            (c)   Interest on Swingline Loans.  Subject  to  the  provisions of
      Section 2.8,  Swingline  Loans  shall  bear interest at a per annum  rate
      equal to (i) the Alternate Base Rate plus  the  Applicable Percentage for
      Revolving Loans that are Alternate Base Rate Loans  or  (ii)  the  Quoted
      Rate.   Interest  on  Swingline Loans shall be payable in arrears on each
      Interest Payment Date or  as  may be mutually agreed upon by the Borrower
      and the Swingline Lender.

            (d)   Swingline Note.  The  Swingline Loans shall be evidenced by a
      duly executed promissory note of the  Borrower to the Swingline Lender in
      the original amount of the Swingline Committed  Amount  and substantially
      in the form of Schedule 2.1A(d).

      SECTION 2.2   FEES.

            (a)   Commitment  Fee.   In  consideration  of the Commitment,  the
      Borrower  agrees  to  pay  to the Administrative Agent  for  the  ratable
      benefit of the Lenders a commitment  fee  (the  "Commitment  Fee")  in an
      amount  equal to the Applicable Percentage per annum on the average daily
      unused amount  of the aggregate Revolving Committed Amount.  For purposes
      of computing the  Commitment  Fee  hereunder,  Swingline  Loans  shall be
      considered usage under the aggregate Revolving Committed Amount but shall
      only  be considered usage under the Revolving Commitment of the Swingline
      Lender  unless and until Lenders other than the Swingline Lender purchase
      Participation  Interests  in  such  Swingline  Loans  pursuant to Section
      2.1A(b)(ii).  The Commitment Fee shall be payable quarterly in arrears on
      the  15th day  following  the last day of each calendar quarter  for  the
      prior calendar quarter.

            (b)   Administrative  Fee.   The  Borrower  agrees  to  pay  to the
      Administrative  Agent  the  annual administrative fee as described in the
      Fee Letter.

      SECTION 2.3   COMMITMENT REDUCTIONS.

            (a)   Voluntary Reductions.   The  Borrower shall have the right to
      terminate  or  permanently reduce the unused  portion  of  the  Revolving
      Committed Amount at any time or from time to time upon not less than five
      Business Days' prior  notice  to  the  Administrative  Agent (which shall
      notify  the  Lenders  thereof  as  soon  as  practicable)  of  each  such
      termination  or reduction, which notice shall specify the effective  date
      thereof and the  amount of any such reduction which shall be in a minimum
      amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof
      and shall be irrevocable and effective upon receipt by the Administrative
      Agent, provided that  no such reduction or termination shall be permitted
      if after giving effect  thereto, and to any prepayments of the Loans made
      on the effective date thereof,  the sum of the then outstanding aggregate
      principal amount of the Revolving Loans plus Swingline Loans would exceed
      the lesser of (i) the Revolving Committed  Amount  or  (ii) the Borrowing
      Base.

            (b)   Maturity Date.  The Commitment shall automatically  terminate
      on the Maturity Date.

      SECTION 2.4   PREPAYMENTS.

            (a)   Optional  Prepayments.  The Borrower shall have the right  to
      prepay Loans in whole or  in  part  from time to time; provided, however,
      that each partial prepayment of Revolving  Loans  shall  be  in a minimum
      principal  amount  of  $1,000,000  and integral multiples of $500,000  in
      excess thereof and each prepayment of  Swingline  Loans  shall  be  in  a
      minimum  principal  amount of $100,000 and integral multiples of $100,000
      in  excess  thereof.   The  Borrower  shall  give  three  Business  Days'
      irrevocable notice in the case of LIBOR Rate Loans and one Business Day's
      irrevocable notice in the  case  of  Alternate  Base  Rate  Loans, to the
      Administrative Agent (which shall notify the Lenders thereof  as  soon as
      practicable).  Amounts prepaid under this Section 2.4(a) shall be applied
      first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct
      order   of  Interest  Period  maturities.   All  prepayments  under  this
      Section 2.4(a)  shall  be  subject to Section 2.14, but otherwise without
      premium or penalty.  Interest  accrued  through the date of prepayment on
      the  principal  amount prepaid shall be payable  on  the  next  occurring
      Interest Payment  Date  that  would  have occurred had such loan not been
      prepaid  or, at the request of the Administrative  Agent,  such  interest
      shall be payable  on  any  date  that  a  prepayment  is  made hereunder.
      Amounts  prepaid  on  the  Revolving  Loans  and Swingline Loans  may  be
      reborrowed  in  accordance with the terms hereof.   All  amounts  prepaid
      pursuant to this  Section 2.4(a) shall be applied first to Alternate Base
      Rate Loans and then  to  LIBOR Rate Loans and Quoted Rate Swingline Loans
      in direct order of Interest Period maturities.

           (b)     Mandatory Prepayments.

                  (i)   Revolving  Committed  Amount.  If at any time after the
            Closing  Date,  the  sum  of  the  aggregate  principal  amount  of
            outstanding Revolving Loans plus Swingline  Loans  shall exceed the
            lesser  of (A) the Revolving Committed Amount or (B) the  Borrowing
            Base, the  Borrower immediately shall prepay the Loans in an amount
            sufficient to eliminate such excess.

                  (ii)  Application  of  Mandatory  Prepayments.   All  amounts
            required  to  be  paid  pursuant  to  this  Section 2.4(b) shall be
            applied first to Alternate Base Rate Loans and  then  to LIBOR Rate
            Loans  and Quoted Rate Swingline Loans in direct order of  Interest
            Period maturities.  All prepayments under this Section 2.4(b) shall
            be subject  to  Section 2.14  and be accompanied by interest on the
            principal amount prepaid through the date of prepayment.

            (c)   Hedging Obligations Unaffected.  Any prepayment made pursuant
      to this Section 2.4 shall not affect  the  Credit Parties' obligations to
      continue making payments under any Lender Hedging Agreement, and any such
      Lender  Hedging  Agreement  shall  remain  in  full   force   and  effect
      notwithstanding  such  prepayment,  subject  to  the terms of such Lender
      Hedging Agreement.

      SECTION 2.5   MINIMUM PRINCIPAL AMOUNT OF TRANCHES.

      All  borrowings,  payments and prepayments in respect  of  the  Revolving
Loans shall be in such amounts  and  be made pursuant to such elections so that
after giving effect thereto the aggregate  principal  amount  of  the Revolving
Loans  comprising any Tranche shall not be less than with respect to  (i) LIBOR
Rate Loans,  $3,000,000 or a whole multiple of $1,000,000 in excess thereof and
(ii) Alternate  Base  Rate Loans, $1,000,000 or a whole multiple of $500,000 in
excess thereof.

      SECTION 2.6   DEFAULT RATE AND PAYMENT DATES.

      Upon the occurrence,  and during the continuance, of an Event of Default,
the principal of and, to the extent permitted by law, interest on the Loans and
any other amounts owing hereunder  or  under  the  other Credit Documents shall
bear interest, payable on demand, at a per annum rate  2% greater than the rate
which  would otherwise be applicable (or if no rate is applicable,  whether  in
respect  of  interest, fees or other amounts, then the Alternate Base Rate plus
the highest Applicable Percentage (Level V) plus 2%).

      SECTION 2.7   CONVERSION OPTIONS.

            (a)   The  Borrower may, in the case of Revolving Loans, elect from
      time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans, by
      giving  the Administrative  Agent  irrevocable  written  notice  of  such
      election  not  later  than 11:00 a.m. (Charlotte, North Carolina time) on
      the date which is three  Business  Days  prior  to  the requested date of
      conversion.   A  form of Notice of Conversion/Extension  is  attached  as
      Schedule 2.7.  If  the  date upon which an Alternate Base Rate Loan is to
      be converted to a LIBOR Rate  Loan  is  not  a  Business  Day,  then such
      conversion  shall be made on the next succeeding Business Day and  during
      the period from  such  last  day of an Interest Period to such succeeding
      Business Day such Loan shall bear  interest  as  if  it were an Alternate
      Base Rate Loan.  All or any part of outstanding Alternate Base Rate Loans
      may  be converted as provided herein, provided that (i) no  Loan  may  be
      converted into a LIBOR Rate Loan when any Default or Event of Default has
      occurred  and  is  continuing and (ii) partial conversions shall be in an
      aggregate  principal   amount  of  $3,000,000  or  a  whole  multiple  of
      $1,000,000 in excess thereof.

            (b)   Any LIBOR Rate  Loans  may  be  continued  as  such  upon the
      expiration  of  an Interest Period with respect thereto by compliance  by
      the Borrower with  the  notice  provisions  contained  in Section 2.7(a);
      provided,  that  no  LIBOR  Rate Loan may be continued as such  when  any
      Default or Event of Default has occurred and is continuing, in which case
      such Loan shall be automatically converted to an Alternate Base Rate Loan
      at the end of the applicable  Interest  Period  with respect thereto.  If
      the Borrower shall fail to give timely notice of  an election to continue
      a  LIBOR  Rate  Loan,  or  the continuation of LIBOR Rate  Loans  is  not
      permitted  hereunder,  such  LIBOR  Rate  Loans  shall  be  automatically
      converted to Alternate Base Rate  Loans  at  the  end  of  the applicable
      Interest Period with respect thereto.

      SECTION 2.8   COMPUTATION OF INTEREST AND FEES.

            (a)   Interest  payable  hereunder  with respect to Alternate  Base
      Rate Loans based on the Prime Rate shall be  calculated on the basis of a
      year  of  365 days  (or  366 days, as applicable)  for  the  actual  days
      elapsed.   All  other  fees,  interest  and  all  other  amounts  payable
      hereunder shall be calculated  on  the  basis  of  a 360 day year for the
      actual  days  elapsed.   The  Administrative  Agent  shall   as  soon  as
      practicable notify the Borrower and the Lenders of each determination  of
      a  LIBOR  Rate  on  the  Business  Day of the determination thereof.  Any
      change in the interest rate on a Loan  resulting  from  a  change  in the
      Alternate  Base Rate shall become effective as of the opening of business
      on the day on  which  such change in the Alternate Base Rate shall become
      effective.  The Administrative  Agent shall as soon as practicable notify
      the Borrower and the Lenders of the effective date and the amount of each
      such change.

            (b)   Each determination of  an interest rate by the Administrative
      Agent pursuant to any provision of this Agreement shall be conclusive and
      binding on the Borrower and the Lenders in the absence of manifest error.
      The Administrative Agent shall, at the  request  of the Borrower, deliver
      to  the  Borrower  a  statement  showing  the computations  used  by  the
      Administrative Agent in determining any interest rate.

      SECTION 2.9   PRO RATA TREATMENT AND PAYMENTS.

            (a)   Each borrowing of Revolving Loans  and  any  reduction of the
      Commitments shall be made pro rata according to the respective Commitment
      Percentages  of  the Lenders.  Each payment under this Agreement  or  any
      Note shall be applied,  first,  to  any  fees  then  due and owing by the
      Borrower pursuant to Section 2.2, second, to interest  then due and owing
      in respect of the Notes of the Borrower and, third, to principal then due
      and owing hereunder and under the Notes of the Borrower.  Each payment on
      account  of any fees pursuant to Section 2.2 shall be made  pro  rata  in
      accordance  with  the  respective  amounts  due  and owing.  Each payment
      (other than prepayments) by the Borrower on account  of  principal of and
      interest on the Revolving Loans, shall be made pro rata according  to the
      respective  amounts  due and owing in accordance with Section 2.4 hereof.
      Each optional prepayment  on  account of principal of the Revolving Loans
      shall be applied to such of the  Revolving  Loans  as  the  Borrower  may
      designate  (to  be  applied  pro rata among the Lenders).  Each mandatory
      prepayment  on account of principal  of  the  Revolving  Loans  shall  be
      applied in accordance  with  Section 2.4(b);  provided,  that prepayments
      made  pursuant to Section 2.12 shall be applied in accordance  with  such
      section.  All payments (including prepayments) to be made by the Borrower
      on account of principal, interest and fees shall be made without defense,
      set-off or counterclaim and shall be made to the Administrative Agent for
      the account of the Lenders at the Administrative Agent's office specified
      on Schedule 9.2  in  Dollars and in immediately available funds not later
      than 1:00 P.M. (Charlotte,  North  Carolina  time)  on the date when due.
      The Administrative Agent shall distribute such payments  to  the  Lenders
      entitled thereto promptly upon receipt in like funds as received.  If any
      payment  hereunder  (other than payments on the LIBOR Rate Loans) becomes
      due and payable on a day other than a Business Day, such payment shall be
      extended to the next  succeeding  Business  Day,  and,  with  respect  to
      payments  of  principal,  interest  thereon  shall be payable at the then
      applicable rate during such extension.  If any  payment  on  a LIBOR Rate
      Loan  becomes  due  and  payable on a day other than a Business Day,  the
      maturity thereof shall be  extended  to  the next succeeding Business Day
      unless the result of such extension would  be to extend such payment into
      another calendar month, in which event such  payment shall be made on the
      immediately preceding Business Day.

            (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 Administrative  Agent  or  any
      Lender on account  of  the  Credit Party Obligations or any other amounts
      outstanding under any of the  Credit  Documents  shall  be  paid  over or
      delivered as follows:

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

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

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

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

      In carrying out the foregoing,  (i) amounts  received shall be applied in
      the numerical order provided until exhausted prior  to application to the
      next succeeding category; and (ii) each of the Lenders  shall  receive an
      amount equal to its pro rata share (based on the proportion that the then
      outstanding  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.

      SECTION 2.10   NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.

            (a)   Unless the Administrative Agent shall have been  notified  in
      writing by a Lender prior to the date a Loan is to be made by such Lender
      (which  notice shall be effective upon receipt) that such Lender does not
      intend to  make the proceeds of such Loan available to the Administrative
      Agent, the Administrative Agent may assume that such Lender has made such
      proceeds available  to  the  Administrative  Agent  on such date, and the
      Administrative Agent may in reliance upon such assumption  (but shall not
      be  required  to) make available to the Borrower a corresponding  amount.
      If such corresponding  amount  is  not  in  fact  made  available  to the
      Administrative  Agent,  the Administrative Agent shall be able to recover
      such corresponding amount  from such Lender.  If such Lender does not pay
      such  corresponding  amount forthwith  upon  the  Administrative  Agent's
      demand  therefor,  the Administrative  Agent  will  promptly  notify  the
      Borrower,  and the Borrower  shall  immediately  pay  such  corresponding
      amount to the  Administrative Agent.  The Administrative Agent shall also
      be entitled to recover  from  the Lender or the Borrower, as the case may
      be, interest on such corresponding amount in respect of each day from the
      date such corresponding amount  was  made available by the Administrative
      Agent to the Borrower to the date such  corresponding amount is recovered
      by the Administrative Agent at a per annum  rate  equal  to  (i) from the
      Borrower at the applicable rate for the applicable borrowing pursuant  to
      the  Notice  of  Borrowing  and  (ii) from  a Lender at the Federal Funds
      Effective Rate.

            (b)   Unless the Administrative Agent shall  have  been notified in
      writing  by the Borrower, prior to the date on which any payment  is  due
      from it hereunder (which notice shall be effective upon receipt) that the
      Borrower does  not  intend to make such payment, the Administrative Agent
      may assume that the Borrower  has  made  such  payment  when due, and the
      Administrative Agent may in reliance upon such assumption  (but shall not
      be  required  to) make available to each Lender on such payment  date  an
      amount equal to  the portion of such assumed payment to which such Lender
      is entitled hereunder,  and  if  the  Borrower  has not in fact made such
      payment to the Administrative Agent, such Lender  shall, on demand, repay
      to the Administrative Agent the amount made available to such Lender.  If
      such amount is repaid to the Administrative Agent on  a  date  after  the
      date such amount was made available to such Lender, such Lender shall pay
      to  the Administrative Agent on demand interest on such amount in respect
      of each  day  from  the  date  such  amount  was  made  available  by the
      Administrative  Agent to such Lender to the date such amount is recovered
      by the Administrative  Agent  at  a  per  annum rate equal to the Federal
      Funds Effective Rate.

            (c)   A certificate of the Administrative  Agent  submitted  to the
      Borrower  or  any  Lender  with  respect  to  any amount owing under this
      Section 2.10 shall be conclusive in the absence of manifest error.

      SECTION 2.11   INABILITY TO DETERMINE INTEREST RATE.

      Notwithstanding  any  other  provision  of  this  Agreement,  if  (i) the
Administrative Agent shall reasonably determine (which determination  shall  be
conclusive  and binding absent manifest error) that, by reason of circumstances
affecting the  relevant  market, reasonable and adequate means do not exist for
ascertaining LIBOR for such Interest Period, or (ii) the Required Lenders shall
reasonably determine that the LIBOR Rate does not adequately and fairly reflect
the cost to such Lenders of  funding  LIBOR  Rate  Loans  that the Borrower has
requested  be outstanding as a LIBOR Tranche during such Interest  Period,  the
Administrative   Agent   shall   forthwith   give   telephone  notice  of  such
determination, confirmed in writing, to the Borrower,  and the Lenders at least
two Business Days prior to the first day of such Interest  Period.   Unless the
Borrower  shall  have  notified  the Administrative Agent upon receipt of  such
telephone notice that it wishes to rescind or modify its request regarding such
LIBOR Rate Loans, any Loans that were  requested to be made as LIBOR Rate Loans
shall be made as Alternate Base Rate Loans and any Loans that were requested to
be converted into or continued as LIBOR  Rate  Loans  shall  be  converted into
Alternate  Base  Rate Loans.  Until any such notice has been withdrawn  by  the
Administrative Agent,  no  further  Loans  shall  be  made as, continued as, or
converted into, LIBOR Rate Loans for the Interest Periods so affected.

      SECTION 2.12   ILLEGALITY.

      Notwithstanding any other provision of this Agreement, if the adoption of
or  any  change  after the date hereof in any Requirement  of  Law  or  in  the
interpretation or application thereof by the relevant Governmental Authority to
any Lender shall make  it  unlawful for such Lender or its LIBOR Lending Office
to make or maintain LIBOR Rate  Loans  as  contemplated by this Agreement or to
obtain in the interbank eurodollar market through  its LIBOR Lending Office the
funds with which to make such Loans, (a) such Lender  shall promptly notify the
Administrative  Agent  and  the Borrower thereof, (b) the  commitment  of  such
Lender hereunder to make LIBOR  Rate Loans or continue LIBOR Rate Loans as such
shall forthwith be suspended until  the  Administrative Agent shall give notice
that the condition or situation which gave  rise  to  the  suspension  shall no
longer exist, and (c) such Lender's Loans then outstanding as LIBOR Rate Loans,
if  any,  shall  be  converted  on the last day of the Interest Period for such
Loans or within such earlier period  as  required by law as Alternate Base Rate
Loans.  The Borrower hereby agrees promptly to pay any Lender, upon its demand,
any  additional amounts necessary to compensate  such  Lender  for  actual  and
direct  costs  (but  not  including anticipated profits) reasonably incurred by
such Lender in making any repayment  in accordance with this Section including,
but not limited to, any interest or fees  payable  by such Lender to lenders of
funds  obtained  by  it  in  order  to make or maintain its  LIBOR  Rate  Loans
hereunder.  A certificate as to any additional amounts payable pursuant to this
Section submitted by such Lender, through  the  Administrative  Agent,  to  the
Borrower  shall  be  conclusive  in the absence of manifest error.  Each Lender
agrees to use reasonable efforts (including  reasonable  efforts  to change its
LIBOR  Lending Office) to avoid or to minimize any amounts which may  otherwise
be payable pursuant to this Section; provided, however, that such efforts shall
not cause  the  imposition  on  such Lender of any additional costs or legal or
regulatory burdens reasonably deemed by such Lender to be material.

      SECTION 2.13   REQUIREMENTS OF LAW.

            (a)   If the adoption of or any change in any Requirement of Law or
      in the interpretation or application  thereof or compliance by any Lender
      with any request or directive (whether  or  not  having the force of law)
      from any central bank or other Governmental Authority  made subsequent to
      the date hereof:

                  (i)   shall  subject  such  Lender  to  any tax of  any  kind
            whatsoever  with  respect to any LIBOR Rate Loan  made  by  it,  or
            change the basis of  taxation of payments to such Lender in respect
            thereof (except for changes  in  the rate of tax on the overall net
            income of such Lender);

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

                  (iii)  shall impose on such Lender any other condition;

      and the result of any of the foregoing  is  to  increase the cost to such
      Lender of making or maintaining LIBOR Rate Loans  or to reduce any amount
      receivable  hereunder  or  under any Note, then, in any  such  case,  the
      Borrower shall promptly pay  such Lender, upon its demand, any additional
      amounts necessary to compensate  such  Lender for such additional cost or
      reduced  amount  receivable  which such Lender  reasonably  deems  to  be
      material as determined by such  Lender  with  respect  to  its LIBOR Rate
      Loans.   A  certificate as to any additional amounts payable pursuant  to
      this Section submitted  by such Lender, through the Administrative Agent,
      to the Borrower shall be  conclusive  in  the  absence of manifest error.
      Each  Lender  agrees  to  use  reasonable  efforts (including  reasonable
      efforts to change its Domestic Lending Office or LIBOR Lending Office, as
      the  case  may  be)  to  avoid  or to minimize any  amounts  which  might
      otherwise  be  payable  pursuant  to  this  paragraph  of  this  Section;
      provided, however, that such efforts  shall  not  cause the imposition on
      such  Lender  of  any  additional  costs  or legal or regulatory  burdens
      reasonably deemed by such Lender to be material.

            (b)   If  any  Lender  shall have reasonably  determined  that  the
      adoption of or any change in any  Requirement  of  Law  regarding capital
      adequacy or in the interpretation or application thereof or compliance by
      such Lender or any corporation controlling such Lender with  any  request
      or directive regarding capital adequacy (whether or not having the  force
      of  law)  from any central bank or Governmental Authority made subsequent
      to the date  hereof does or shall have the effect of reducing the rate of
      return on such Lender's or such corporation's capital as a consequence of
      its obligations hereunder to a level below that which such Lender or such
      corporation  could  have  achieved  but  for  such  adoption,  change  or
      compliance (taking into consideration such Lender's or such corporation's
      policies with respect to capital adequacy) by an amount reasonably deemed
      by  such  Lender   to  be  material,  then  from  time  to  time,  within
      fifteen (15) days after  demand by such Lender, the Borrower shall pay to
      such Lender such additional  amount  as shall be certified by such Lender
      as  being  required  to  compensate  it  for   such  reduction.   Such  a
      certificate   as   to   any   additional  amounts  payable   under   this
      Section submitted  by  a  Lender  (which   certificate  shall  include  a
      description of the basis for the computation), through the Administrative
      Agent, to the Borrower shall be conclusive absent manifest error.

            (c)   The  agreements  in  this  Section 2.13   shall  survive  the
      termination of this Agreement and payment of the Notes  for  a  period of
      thirty (30) days after the Maturity Date.

      SECTION 2.14   INDEMNITY.

      The  Borrower  hereby  agrees  to  indemnify each Lender and to hold such
Lender harmless from any funding loss or expense  which such Lender may sustain
or  incur as a consequence of (a) default by the Borrower  in  payment  of  the
principal  amount  of or interest on any Loan by such Lender in accordance with
the terms hereof, (b) default  by  the  Borrower in accepting a borrowing after
the  Borrower has given a Notice of Borrowing  in  accordance  with  the  terms
hereof, (c) default by the Borrower in making any prepayment after the Borrower
has given a notice therefor in accordance with the terms hereof, and/or (d) the
making by the Borrower of a prepayment of a Loan, or the conversion thereof, on
a day which is not the last day of the Interest Period with respect thereto, in
each case  including, but not limited to, any such loss or expense arising from
interest or  fees  payable by such Lender to lenders of funds obtained by it in
order to maintain its  Loans  hereunder.   A  certificate  as to any additional
amounts payable pursuant to this Section submitted by any Lender,  through  the
Administrative  Agent,  to the Borrower (which certificate must be delivered to
the Administrative Agent  within thirty days following such default, prepayment
or conversion) shall be conclusive  in  the  absence  of  manifest  error.  The
agreements  in  this  Section  shall survive termination of this Agreement  and
payment of the Notes and all other amounts payable hereunder.

      SECTION 2.15   TAXES.

            (a)   Any and all payments  by  the Borrower hereunder or under the
      Notes shall be made, in accordance with Section 2.9 free and clear of and
      without  deduction  for  any and all present  or  future  taxes,  levies,
      imposts, deductions, charges  or  withholdings,  and all liabilities with
      respect  thereto,  excluding  in  the  case  of  each  Lender   and   the
      Administrative  Agent, taxes imposed on or measured by all or part of its
      net income, and franchise  taxes imposed on it, by the jurisdiction under
      the laws of which such Lender  or  the  Administrative Agent (as the case
      may be) is organized or any political subdivision thereof or, in the case
      of each Lender, by the jurisdiction of such  Lender's  Applicable Lending
      Office or any political subdivision thereof (all such non-excluded taxes,
      levies, imposts, deductions, charges, withholdings and liabilities  being
      hereinafter  referred  to as "Taxes").  If the Borrower shall be required
      by  law to deduct any Taxes  from  or  in  respect  of  any  sum  payable
      hereunder  or  under  any Note to any Lender or the Administrative Agent,
      (i) the sum payable shall  be increased as may be necessary so that after
      making  all  required  deductions  (including  deductions  applicable  to
      additional sums payable  under  this  Section 2.15)  such  Lender  or the
      Administrative Agent (as the case may be) receives an amount equal to the
      sum  it  would  have  received had no such deductions been made, (ii) the
      Borrower shall make such  deductions and (iii) the Borrower shall pay the
      full  amount  deducted  to  the  relevant  taxation  authority  or  other
      authority in accordance with applicable law.

            (b)   In addition, the Borrower agrees to pay any present or future
      stamp, documentary or intangibles  taxes  or  any  other  similar  taxes,
      charges  or  levies  which arise from any payment made hereunder or under
      the  Notes  or  from the  execution,  delivery  or  registration  of,  or
      otherwise with respect  to, this Agreement, the Notes or any of the other
      Loan Documents (hereinafter referred to as "Other Taxes").

            (c)   The   Borrower   will   indemnify   each   Lender   and   the
      Administrative Agent  for  the  full  amount  of  Taxes  or  Other  Taxes
      (including,  without  limitation, any Taxes or Other Taxes imposed by any
      jurisdiction on amounts  payable  under  this  Section 2.15) paid by such
      Lender or the Administrative Agent (as the case may be) and any liability
      (including penalties, interest and expenses) arising  therefrom  or  with
      respect  thereto, whether or not such Taxes or Other Taxes were correctly
      or  legally   asserted.    This  indemnification  shall  be  made  within
      thirty (30) days from the date  such  Lender  or the Administrative Agent
      (as the case may be) makes written demand therefor.   The  Administrative
      Agent   or   any   Lender   claiming  indemnification  pursuant  to  this
      Section 2.15(c) shall make written  demand therefor no later than one (1)
      year  after the earlier of (i) the date  on  which  such  Lender  or  the
      Administrative  Agent  makes  payment  of  such  Taxes or Other Taxes and
      (ii) the  date  on  which  the appropriate Governmental  Authority  makes
      written demand on such Lender  or the Administrative Agent for payment of
      such Taxes or Other Taxes.

            (d)   If a Lender or the Administrative Agent shall become entitled
      to claim a refund, credit or reduction in respect of Taxes or Other Taxes
      as to which it has been indemnified  by  the Borrower, or with respect to
      which the Borrower has made payments pursuant  to this Section 2.15, such
      Lender or the Administrative Agent shall, within  ninety (90)  days after
      receipt  of  a  written  request  by  the Borrower and at Borrower's sole
      expense,  make  an  appropriate  filing or  claim  with  the  appropriate
      Governmental Authority to obtain or use such refund, credit or reduction.
      Upon a written request of the Borrower, each Lender or the Administrative
      Agent shall use reasonable efforts  to  cooperate  with  the  Borrower in
      determining  whether  or  not the Administrative Agent or such Lender  is
      entitled to such a refund,  credit  or  reduction.   If  a  Lender or the
      Administrative  Agent  receives  a  refund or realizes the benefit  of  a
      credit or reduction in respect of any  such Taxes or other Taxes (whether
      or  not  as a result of a filing or claim  made  pursuant  to  the  first
      sentence of  this  paragraph),  such  Lender  or the Administrative Agent
      shall  within  ninety (90)  days  from  the  date  of   such  receipt  or
      realization  pay over the amount of such refund, credit or  reduction  to
      the Borrower (but  only to the extent of indemnity payments made or other
      amounts paid by the Borrower under this Section 2.15 with respect to such
      Taxes or Other Taxes),  net  of  all reasonable out-of-pocket expenses of
      such Lender or the Administrative  Agent and without interest (other than
      interest paid by the relevant Governmental Authority with respect to such
      refund,  credit  or reduction); provided  that  the  Borrower  (upon  the
      written request of  such  Lender  or  the Administrative Agent) agrees to
      repay  the  amount  paid  over to the Borrower  to  such  Lender  or  the
      Administrative Agent (together  with any interest payable to the relevant
      Governmental Authority) in the event  such  Lender  or the Administrative
      Agent  is  required  to  repay such refund, credit or reduction  to  such
      Governmental Authority.

            (e)   Within forty-five (45)  days after the date of any payment of
      Taxes by the Borrower, the Borrower will  furnish  to  the Administrative
      Agent,  at  its  address set forth on Section 2.1(a), the original  or  a
      certified copy of a receipt (if any) evidencing payment thereof.

            (f)   Each Lender  that  is  a  non-resident  alien or is organized
      under the laws of a jurisdiction outside the United States,  on  or prior
      to  the date of its execution and delivery of this Agreement (or, in  the
      case  of any Person becoming a Lender after the Closing Date, on or prior
      to the  effective  date of the Commitment Transfer Supplement pursuant to
      which it becomes a Lender),  from time to time thereafter if requested in
      writing  by the Borrower, and upon  any  change  in  designation  of  the
      Lender's Applicable  Lending  Office  (but  only  so  long as such Lender
      remains lawfully able to do so), shall provide each of  the  Borrower and
      the  Administrative  Agent  (i) if  such Lender is not a bank within  the
      meaning of Section 881(c)(3)(A) of the  Code,  a  duly completed original
      U.S.  Treasury  Department Form W-8 (or successor form)  certifying  that
      such Lender is not  a  United  States  citizen  or resident (or that such
      Lender is filing for a foreign corporation, partnership, estate or trust)
      and  providing  the  name  and  address of the Lender,  together  with  a
      certificate representing that it  is  not  a  bank  within the meaning of
      Section 881(c)(3)(A)   of  the  Code  and  is  not  a  ten  percent (10%)
      shareholder (within the meaning of Section 871(h)(3)(B) of the Code) with
      respect to the Borrower,  or  (ii) if  such  Lender  is a bank within the
      meaning  of  Section 881(c)(3)(A) of the Code, a duly completed  original
      U.S. Treasury  Department  Form W-8  BEN  or  Form W-8  ECI (or successor
      form), whichever is applicable, properly claiming complete exemption from
      United  States  withholding tax on payments by the Borrower  pursuant  to
      this Agreement and under the Notes.

            (g)   The Borrower shall not be required to indemnify any Lender or
      the Administrative  Agent, or to pay any other amount to any such Lender,
      in respect of any Tax  pursuant  to this Section 2.15 to the extent that:
      (i) in the case of a Lender that is  a non-resident alien or is organized
      under  the  laws  of  a  jurisdiction  outside  the  United  States,  the
      obligation to make such indemnification or to pay such other amount would
      not have arisen but for a failure by such  non-resident  Lender to comply
      with the provisions of Section 2.15(f), unless such failure  is  due to a
      change in law occurring subsequent to the date on which a form originally
      was  required to be provided; provided, however, that should a Lender  be
      subject  to  withholding  Tax because of such failure, the Borrower shall
      take such steps (at Lender's  expense)  as  the  Lender  shall reasonably
      request in writing to assist the Lender to recover such Tax; or (ii) such
      Tax was applicable on the date such Lender or Administrative Agent became
      a  party  to  this  Agreement  or,  with  respect  to payments to  a  new
      Applicable   Lending  Office,  the  date  such  Lender  designated   such
      Applicable Lending Office; provided, however, that this clause (ii) shall
      not apply to any  Lender  or new Applicable Lending Office that becomes a
      Lender or Applicable Lending  Office  as  a  result  of  an assignment or
      designation  made  at  the request of the Borrower, and provided  further
      that this clause (ii) shall not apply to the extent the indemnity payment
      or  other  amount any transferee  Lender,  or  a  Lender  through  a  new
      Applicable Lending  Office,  would be entitled to receive does not exceed
      the  indemnity  payment  or other  amount  that  the  Lender  making  the
      assignment, or making the  designation  of  such  new  Applicable Lending
      Office,  would  have  been  entitled  to receive in the absence  of  such
      assignment or designation.

            (h)   In the event that a Lender that originally provided such form
      as may be required under Section 2.15(f) thereafter ceases to qualify for
      complete exemption from United States withholding  tax,  such  Lender may
      assign  its  interest  under  this Agreement to any Eligible Assignee  in
      accordance with Section 9.6 and  such Eligible Assignee shall be entitled
      to the same benefits under this Section 2.15  as  the  assignor  provided
      that the rate of United States withholding tax (and the rate of any Taxes
      or Other Taxes) applicable to such Eligible Assignee shall not exceed the
      rate then applicable to the assignor.

            (i)   The   agreements  in  this  Section 2.15  shall  survive  the
      termination of this  Agreement  and the payment of the Notes for a period
      of thirty (30) days after the Maturity Date.

      SECTION 2.16   EXTENSION OF MATURITY DATE.

      The Borrower may, not earlier than  120 days  and  not later than 90 days
prior to each anniversary of the Closing Date, by notice to  the  Lenders, make
written  request  of  the Lenders to extend the Maturity Date for an additional
one year period.  Each Lender shall make a determination not later than 60 days
after receipt of the extension  request  as  to whether or not it will agree to
extend the Maturity Date as requested; provided,  however,  that failure by any
Lender to make a timely response to the Borrower's request for extension of the
Maturity Date shall be deemed to constitute a refusal by the  Lender  to extend
the  Maturity  Date.   If,  in  response  to  a request for an extension of the
Maturity  Date,  one  or  more Lenders shall fail to  agree  to  the  requested
extension  (the "Disapproving  Lenders"),  then  provided  that  the  requested
extension is  approved  by  Lenders  holding  at  least  51% of the Commitments
hereunder  (the  "Approving  Lenders"), the revolving credit  facility  may  be
extended and continued at a lower  aggregate  amount  equal  to the Commitments
held  by  the  Approving  Lenders.   In  any  such case, (i) the Maturity  Date
relating to the Commitments held by the Disapproving  Lenders  shall  remain as
then  in effect with repayment of the Loans and other amounts outstanding  that
are owing  to  such Disapproving Lenders being due on such date and termination
of their respective  Commitments  on such date, (ii) the Maturity Date relating
to  the Commitments held by the Approving  Lenders  shall  be  extended  by  an
additional one year period, and (iii) the Borrower may, at its own expense with
the  assistance   of   the  Administrative  Agent,  subject  to  the  terms  of
Section 9.6, make arrangements  for  another  bank  or financial institution to
acquire, in whole or in part, the Commitment of any Disapproving Lender.  Where
any  such  arrangements are made for another bank or financial  institution  to
acquire the  Commitment  of a Disapproving Lender, or any portion thereof, then
upon payment of the Loans  and other amounts outstanding that are owing to such
Disapproving Lender and termination  of  its  Commitment relating thereto, such
Disapproving Lender shall promptly transfer and assign, in whole or in part, as
requested, without recourse (in accordance with  and  subject to the provisions
of  Section 9.6),  all or part of its interests, rights and  obligations  under
this Agreement to such  bank  or  financial institution which shall assume such
assigned obligations.


                                   ARTICLE III

                        REPRESENTATIONS AND WARRANTIES

      To induce the Lenders to enter  into  this  Agreement  and  to  make  the
Extensions  of  Credit  herein  provided for, each of the Credit Parties hereby
represents and warrants to the Administrative Agent and to each Lender that:

      SECTION 3.1   FINANCIAL CONDITION.

            (a)   The consolidated  balance  sheet  of  the  Borrower  and  its
      Subsidiaries  as of June 30, 2003 and the related consolidated statements
      of income, cash  flows  and stockholders' equity for the fiscal year then
      ended, reported on by Ernst  &  Young LLP and set forth in the Borrower's
      2003  Form 10-K,  a copy of which has  been  delivered  to  each  of  the
      Lenders,  fairly present,  in  conformity  with  GAAP,  the  consolidated
      financial position  of  the Borrower and its Subsidiaries as of such date
      and the consolidated results of operations and cash flows for such fiscal
      year.  The Borrower and its  Subsidiaries  did  not, as of June 30, 2003,
      have  any  material  contingent  obligation,  contingent   liability   or
      liability  for  taxes,  long-term  lease  or unusual forward or long-term
      commitment, which is not reflected in any of such financial statements or
      notes thereto.

            (b)   The unaudited consolidated balance  sheet of the Borrower and
      its  Subsidiaries  and the related unaudited consolidated  statements  of
      income, cash flows and  stockholders'  equity set forth in the Borrower's
      Quarterly Report most recently filed with  the  Securities  and  Exchange
      Commission  on  Form 10-Q, a copy of which has been delivered to each  of
      the Lenders, fairly  present,  in conformity with GAAP applied on a basis
      consistent with the financial statements  referred  to  in paragraph (a),
      the consolidated financial position of the Borrower and its  Subsidiaries
      as  of  the  date  of  such  statements  and the consolidated results  of
      operations and cash flows for the fiscal year-to-date  period  then ended
      (subject to normal year-end adjustments).

      SECTION 3.2   NO CHANGE.

      Since June 30, 2003 there has been no development or event which  has had
or could reasonably be expected to have a Material Adverse Effect.

      SECTION 3.3   CORPORATE EXISTENCE; COMPLIANCE WITH LAW.

      Each of the Credit Parties (a) is duly organized, validly existing and in
good  standing  under the laws of the jurisdiction of its organization, (b) has
the requisite power  and  authority  and the legal right to own and operate all
its material property, to lease the material property it operates as lessee and
to conduct the business in which it is currently engaged, (c) is duly qualified
to conduct business and in good standing  under  the  laws of each jurisdiction
where  its  ownership, lease or operation of property or  the  conduct  of  its
business requires  such  qualification except to the extent that the failure to
so qualify or be in good standing  could  not,  in the aggregate, reasonably be
expected to have a Material Adverse Effect and (d) is  in  compliance  with all
Requirements  of  Law except to the extent that the failure to comply therewith
could not, in the aggregate,  reasonably be expected to have a Material Adverse
Effect.

      SECTION 3.4 CORPORATE POWER;  AUTHORIZATION;  ENFORCEABLE OBLIGATIONS; NO
                  CONSENTS.

      Each  of the Borrower and the other Credit Parties  has  full  power  and
authority and the legal right to make, deliver and perform the Credit Documents
to which it is  party  and has taken all necessary limited liability company or
corporate action to authorize  the execution, delivery and performance by it of
the Credit Documents to which it  is  party.   No  consent or authorization of,
filing  with,  notice  to or other act by or in respect  of,  any  Governmental
Authority or any other Person  is  required  in  connection with the borrowings
hereunder or with the execution, delivery or performance of any Credit Document
by the Borrower or the other Credit Parties (other  than  those which have been
obtained) or with the validity or enforceability of any Credit Document against
the Borrower or the other Credit Parties.  Each Credit Document  to which it is
a party has been duly executed and delivered on behalf of the Borrower  or  the
other  Credit Parties, as the case may be.  Each Credit Document to which it is
a party  constitutes  a  legal, valid and binding obligation of the Borrower or
the other Credit Parties,  as the case may be, enforceable against the Borrower
or such other Credit Party,  as  the case may be, 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).

      SECTION 3.5   NO LEGAL BAR; NO DEFAULT.

      The execution, delivery and performance  of  the  Credit  Documents,  the
borrowings thereunder and the use of the proceeds of the Loans will not violate
any Requirement of Law, any organizational document or any material Contractual
Obligation  of  the  Borrower  or  its  Subsidiaries  (except those as to which
waivers or consents have been obtained), and will not result  in,  or  require,
the  creation  or  imposition  of  any  Lien  on any of its or their respective
properties  or  revenues  pursuant to any Requirement  of  Law  or  Contractual
Obligation.  Neither the Borrower  nor  any  of  its Subsidiaries is in default
under  or  with respect to any of its Contractual Obligations  in  any  respect
which could  reasonably  be  expected  to  have  a Material Adverse Effect.  No
Default or Event of Default has occurred and is continuing.

      SECTION 3.6   NO MATERIAL LITIGATION.

      Except  as  set  forth on Schedule 3.6, no litigation,  investigation  or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the best knowledge of the Borrower, threatened by or against the Borrower or
any of its Subsidiaries or against any of its or their respective properties or
revenues (a) with respect  to  the  Credit  Documents or any Loan or any of the
transactions contemplated hereby, or (b) which,  if adversely determined, could
reasonably be expected to have a Material Adverse Effect.

      SECTION 3.7   INVESTMENT COMPANY ACT.

      Neither the Borrower nor any Credit Party is  an "investment company", or
a company "controlled" by an "investment company", within  the  meaning  of the
Investment Company Act of 1940, as amended.

      SECTION 3.8   MARGIN REGULATIONS.

      No  part  of the proceeds of any Loan hereunder will be used directly  or
indirectly for any purpose which violates, or which would be inconsistent with,
the provisions of Regulation T, U or X of the Board of Governors of the Federal
Reserve System as  now and from time to time hereafter in effect.  The Borrower
and its Subsidiaries  taken  as  a  group  do  not own "margin stock" except as
identified  in the financial statements referred  to  in  Section 3.1  and  the
aggregate value  of  all  "margin stock" owned by the Credit Parties taken as a
group does not exceed 25% of the value of their assets.

      SECTION 3.9   ERISA.

      Neither  a Reportable  Event  nor  an  "accumulated  funding  deficiency"
(within the meaning  of  Section 412  of  the Code or Section 302 of ERISA) has
occurred  during  the  five-year  period  prior  to  the  date  on  which  this
representation is made or deemed made with  respect  to any Plan, and each Plan
is  in  compliance in all material respects with the applicable  provisions  of
ERISA and the Code, except to the extent that any such occurrence or failure to
comply would  not reasonably be expected to have a Material Adverse Effect.  No
termination of  a  Single Employer Plan has occurred resulting in any liability
that has remained underfunded,  and  no Lien in favor of the PBGC or a Plan has
arisen, during such five-year period which could reasonably be expected to have
a Material Adverse Effect.  The present  value  of  all  accrued benefits under
each Single Employer Plan (based on those assumptions used  to fund such Plans)
did not, as of the last annual valuation date prior to the date  on  which this
representation is made or deemed made, exceed the value of the assets  of  such
Plan  allocable  to  such accrued benefits by an amount which, as determined in
accordance with GAAP,  could  reasonably be expected to have a Material Adverse
Effect.  Neither the Borrower nor  any  Commonly Controlled Entity is currently
subject  to  any  liability  for  a  complete  or  partial  withdrawal  from  a
Multiemployer  Plan  which  could reasonably be expected  to  have  a  Material
Adverse Effect.

      SECTION 3.10   ENVIRONMENTAL MATTERS.

            (a)   The on-going  operations  of  the  Borrower  and  each of its
      Subsidiaries  comply in all respects with all Environmental Laws,  except
      such non-compliance  which  would  not  (if  enforced  in accordance with
      applicable  law)  result  in  liability  in excess of $2,000,000  in  the
      aggregate.

            (b)   Except  as  specifically  disclosed   in  Schedule 3.10,  the
      Borrower  and  each  of  its  Subsidiaries  have obtained  all  licenses,
      permits,   authorizations   and   registrations   required    under   any
      Environmental  Law  ("Environmental  Permits")  and  necessary  for their
      respective   ordinary   course   operations,  no  Governmental  Authority
      responsible for such Environmental  Permits  has  threatened  to  revoke,
      refuse to reissue or materially limit such Environmental Permits, and the
      Borrower and each of its Subsidiaries are in compliance with all material
      terms and conditions of such Environmental Permits.

            (c)   Except  as  specifically disclosed in Schedule 3.10, none  of
      the Borrower, any of its  Subsidiaries or any of their respective present
      assets or operations, is subject  to, any outstanding written order from,
      or  agreement  with,  any Governmental  Authority,  nor  subject  to  any
      judicial   or   docketed  administrative   proceeding,   respecting   any
      Environmental Law, Environmental Claim or Hazardous Material.

            (d)   Except  as specifically disclosed in Schedule 3.10, there are
      no Hazardous Materials or other conditions or circumstances existing with
      respect to any assets,  or  arising  from operations prior to the Closing
      Date, of the Borrower, any of its Subsidiaries or any of their respective
      predecessors  that  would  reasonably  be   expected   to  give  rise  to
      Environmental Claims with a potential liability to the Borrower  and  its
      Subsidiaries  in  excess  of  $1,000,000  in  the  aggregate for any such
      condition, circumstance or assets.  In addition, (i) to  the knowledge of
      the  Borrower, neither the Borrower nor any of its Subsidiaries  has  any
      underground  storage  tanks  (x) that  are  not  properly  registered  or
      permitted under applicable Environmental Laws, or (y) that are leaking or
      disposing  of  Hazardous  Materials,  and  (ii) to the extent required by
      applicable  Environmental  Law, the Borrower and  its  Subsidiaries  have
      notified all of their employees  of  the existence, if any, of any health
      hazard arising from the conditions of  their  employment and have met all
      material notification requirements under all Environmental Laws.

      SECTION 3.11   USE OF PROCEEDS.

      The proceeds of the Loans hereunder shall be used  solely by the Borrower
to  (i) refinance  certain  existing  Indebtedness  of the Credit  Parties  and
(ii) provide  for  working  capital,  capital expenditures  and  other  general
corporate purposes.

      SECTION 3.12   SUBSIDIARIES.

      Set  forth  on  Schedule 3.12 is a complete  and  accurate  list  of  all
Subsidiaries of the Borrower  and  the  percentage of ownership of the Borrower
with respect to each such entity.

      SECTION 3.13   OWNERSHIP.

      Each of the Credit Parties is the owner  of,  and has good and marketable
title  to, all of its respective assets, except as may  be  permitted  pursuant
Section 6.13  hereof, and none of such assets is subject to any Lien other than
Permitted Liens.

      SECTION 3.14   INDEBTEDNESS.

      Except as  otherwise permitted under Section 6.1, the Credit Parties have
no Indebtedness.   Set  forth on Schedule 3.14 is a listing of all Indebtedness
of the Credit Parties in  an  amount  in excess of $1,000,000 outstanding as of
the date hereof.

      SECTION 3.15   TAXES.

      Each of the Credit Parties has filed,  or  caused  to  be  filed, all tax
returns  (federal,  state,  local  and  foreign) required to be filed and  paid
(a) all  amounts  of taxes shown thereon to  be  due  (including  interest  and
penalties) and (b) all  other  taxes,  fees, assessments and other governmental
charges  (including  mortgage  recording taxes,  documentary  stamp  taxes  and
intangibles taxes) owing by it,  except  for  such  taxes (i) which are not yet
delinquent  or  (ii) that  are  being  contested in good faith  and  by  proper
proceedings,  and  against which adequate  reserves  are  being  maintained  in
accordance with GAAP.   Neither  the  Borrower  nor  any of its Subsidiaries is
aware as of the Closing Date of any proposed tax assessments  against  them  or
any of their Subsidiaries which could reasonably be expected to have a Material
Adverse Effect.

      SECTION 3.16   INTELLECTUAL PROPERTY.

      Each  of  the  Credit  Parties  owns,  or has the legal right to use, all
patents, trademarks, tradenames, copyrights, technology, know-how and processes
necessary for each of them to conduct its business  as currently conducted.  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  the  Borrower  or  any  of   its
Subsidiaries  know  of any such claim, and, to the knowledge of the Borrower or
any of its Subsidiaries,  the use of such intellectual property by the Borrower
or any of its Subsidiaries  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.

      SECTION 3.17   SOLVENCY.

      The fair saleable value  of  each  Credit  Party's  assets, measured on a
going concern basis, exceeds all probable liabilities, including  those  to  be
incurred  pursuant  to  this  Agreement.   None  of  the Credit Parties (a) has
unreasonably  small  capital in relation to the business  in  which  it  is  or
proposes to be engaged  or  (b) has  incurred,  or  believes that it will incur
after giving effect to the transactions contemplated  by  this Agreement, debts
beyond its ability to pay such debts as they become due.

      SECTION 3.18   INVESTMENTS.

      All Investments of each of the Credit Parties are Permitted Investments.

      SECTION 3.19   NO BURDENSOME RESTRICTIONS.

      None  of  the  Borrower  or  any of its Subsidiaries 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  which,  individually  or  in  the  aggregate, could  reasonably  be
expected to have a Material Adverse Effect.

      SECTION 3.20   BROKERS' FEES.

      None of the Borrower or any of its Subsidiaries has any obligation to any
Person  in  respect  of  any finder's, broker's, investment  banking  or  other
similar fee in connection  with  any of the transactions contemplated under the
Credit Documents other than the closing and other fees payable pursuant to this
Agreement and the Fee Letter.

      SECTION 3.21   LABOR MATTERS.

      There  are no collective bargaining  agreements  or  Multiemployer  Plans
covering the employees  of  the  Borrower  or any of its Subsidiaries as of the
Closing Date, other than as set forth in Schedule 3.21  hereto, and none of the
Borrower  or  any of its Subsidiaries (i) has suffered any  strikes,  walkouts,
work stoppages  or  other material labor difficulty within the last five years,
other than as set forth  in  Schedule 3.21  hereto or (ii) has knowledge of any
potential or pending strike, walkout or work stoppage.

      SECTION 3.22   ACCURACY AND COMPLETENESS OF INFORMATION.

      All  factual  information  heretofore,  contemporaneously   or  hereafter
furnished  by  or on behalf of the Borrower or any of its Subsidiaries  to  the
Administrative Agent  or  any Lender for purposes of or in connection with this
Agreement or any other Credit  Document, or any transaction contemplated hereby
or thereby, is or will be true and  accurate  in  all material respects and not
incomplete  by  omitting  to  state any material fact necessary  to  make  such
information not misleading.  There  is  no  fact  now known to any Credit Party
which has, or could reasonably be expected to have,  a  Material Adverse Effect
which fact has not been set forth herein, in the financial  statements  of  the
Credit  Parties furnished to the Administrative Agent and/or the Lenders, or in
any certificate,  opinion  or  other written statement made or furnished by the
Borrower to the Administrative Agent and/or the Lenders.

      SECTION 3.23   MATERIAL CONTRACTS.

      Schedule 3.23  sets forth a  true,  correct  and  complete  list  of  all
Material Contracts currently  in  effect.  All of the Material Contracts are in
full force and effect, and no material defaults currently exist thereunder.

      SECTION 3.24   SENIOR DEBT.

      The  Loans  are  Senior Indebtedness  (as  defined  in  the  Subordinated
Indenture  as  in effect on  the  Closing  Date)  under  Section  1301  of  the
Subordinated Indenture,  meaning  the  Lenders  hereunder shall have all of the
rights and privileges of a holder of Senior Indebtedness under the Subordinated
Indenture, including, but not limited to, the rights  set forth in Section 1301
of the Subordinated Indenture.

                                   ARTICLE IV

                             CONDITIONS PRECEDENT

      SECTION 4.1   CONDITIONS TO CLOSING DATE AND INITIAL LOANS.

      This Agreement shall become effective upon, and the  obligation  of  each
Lender to make Revolving Loans and the Swingline Lender to make Swingline Loans
is subject to, the satisfaction of the following conditions precedent:

            (a)   Execution  of Agreement.  The Administrative Agent shall have
      received  (i) counterparts   of   this  Agreement,  executed  by  a  duly
      authorized officer of each party hereto,  (ii) Revolving  Notes  for  the
      account  of  each  Lender  and  a  Swingline  Note for the account of the
      Swingline Lender and (iii) all other Credit Documents,  each  in form and
      substance reasonably acceptable to the Administrative Agent and  Wachovia
      Capital Markets, LLC in their sole discretion, in each case executed by a
      duly authorized officer of each party thereto.

            (b)   Authority  Documents.   The  Administrative  Agent shall have
      received the following:

                  (i)   Organizational  Documents.  Copies of the  articles  of
            incorporation or other organizational  documents, as applicable, of
            each Credit Party certified to be true and  complete as of a recent
            date by the appropriate governmental authority  of the state of its
            organization.

                  (ii)  Resolutions.   Copies of resolutions of  the  board  of
            directors of each Credit Party  approving  and  adopting the Credit
            Documents,  the transactions contemplated therein  and  authorizing
            execution and  delivery  thereof,  certified  by an officer of such
            Credit Party as of the Closing Date to be true  and  correct and in
            force and effect as of such date.

                  (iii) Bylaws.  A copy of the bylaws of each Credit  Party, if
            applicable, certified by an officer of such Credit Party as  of the
            Closing  Date to be true and correct and in force and effect as  of
            such date.

                  (iv)  Good  Standing.   Copies  of  (i) 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  of  incorporation and each other state in
            which the failure to so qualify  and  be  in  good  standing  could
            reasonably  be  expected  to  have a Material Adverse Effect on the
            business or operations of the Credit  Parties  in  such  state  and
            (ii) 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)   Legal  Opinions  of  Counsel.  The Administrative Agent shall
      have received an opinion of Hunton  &  Williams,  counsel  for the Credit
      Parties, dated the Closing Date and addressed to the Administrative Agent
      and  the  Lenders, in form and substance acceptable to the Administrative
      Agent (including, without limitation, a satisfactory no-conflicts opinion
      with respect  to  the  Senior  Debt  Securities,  the  Subordinated  Debt
      Securities,  the  Additional  Senior  Debt  Securities  and each Material
      Contract).

            (d)   Fees.  The Administrative Agent shall have received all fees,
      if any, owing pursuant to the Fee Letter and Section 2.2.

            (e)   Litigation.   There  shall not exist any pending  litigation,
      investigation, injunction, order or  claim  affecting  or relating to the
      Borrower or any of its Subsidiaries, this Agreement or the  other  Credit
      Documents  that  in  the  reasonable judgment of the Administrative Agent
      could materially adversely  affect  such  Person,  this  Agreement or the
      other  Credit  Documents, that has not been settled, dismissed,  vacated,
      discharged or terminated prior to the Closing Date.

            (f)   [INTENTIONALLY OMITTED].

            (g)   Account  Designation  Letter.  The Administrative Agent shall
      have received the executed Account  Designation  Letter  in  the  form of
      Schedule 1.1(a) hereto.

            (h)   [INTENTIONALLY OMITTED].

            (i)   Consents.   The  Administrative  Agent  shall  have  received
      evidence  that  all  governmental,  shareholder  and material third party
      consents and approvals necessary in connection with  the  financings  and
      other  transactions  contemplated  hereby  have  been  obtained  and  all
      applicable waiting periods have expired without any action being taken by
      any  authority  or third party that could restrain, prevent or impose any
      material adverse  conditions  on  such transactions or that could seek or
      threaten any of the foregoing.

            (j)   Compliance with Laws.   The financings and other transactions
      contemplated hereby shall be in compliance  with  all applicable laws and
      regulations (including all applicable securities and  banking laws, rules
      and regulations).

            (k)   Bankruptcy.   There  shall  be  no  bankruptcy or  insolvency
      proceedings with respect to the Borrower or any of its Subsidiaries.

            (l)   Material Adverse Effect.  No material  adverse  change  shall
      have  occurred  since  June 30, 2003 in the business, assets, liabilities
      (financial or otherwise)  or  prospects  of the Credit Parties taken as a
      whole.

            (m)   Financial Statements.  The Administrative  Agent  shall  have
      received  copies  of  all  of  the  financial statements requested by the
      Administrative Agent (including, without  limitation,  (i) final  audited
      annual  financial  statements for the Borrower's fiscal years 2000, 2001,
      2002  and  2003,  (ii) the   Borrower's   unaudited  quarterly  financial
      statements  most recently filed with the Securities  Exchange  Commission
      prior to the date hereof).

            (n)   [INTENTIONALLY OMITTED].

            (o)   Officer's  Certificates.  The Administrative Agent shall have
      received a certificate or  certificates executed by a responsible officer
      of the Borrower as of the Closing  Date stating that (i) no action, suit,
      investigation or proceeding is pending  or  threatened  in  any  court or
      before  any  arbitrator or governmental instrumentality that purports  to
      affect the Borrower  or any Subsidiary 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
      (ii) immediately  after giving effect to this Agreement, the other Credit
      Documents and all the  transactions contemplated therein to occur on such
      date, (A) each of the Credit  Parties is Solvent, (B) no Default or Event
      of  Default  exists,  (C) all representations  and  warranties  contained
      herein and in the other  Credit  Documents  are  true  and correct in all
      material respects, and (D) the Credit Parties are in compliance with each
      of the financial covenants set forth in Section 5.9 on a pro forma basis.

            (p)   Projections.   The Administrative Agent shall  have  received
      the three-year financial and operational projections for the Borrower and
      its Subsidiaries for the fiscal  years 2004, 2005 and 2006, together with
      a detailed explanation of all management  assumptions  contained therein,
      which  projections  shall  be in form and substance satisfactory  to  the
      Administrative Agent and the Lenders.

            (q)   Termination   of   Existing   Indebtedness.    All   existing
      Indebtedness  pursuant  to that certain  Credit  Agreement  dated  as  of
      October 31, 2001, as amended,  among  the  Borrower, the guarantors party
      thereto,  the  lenders  party  thereto,  and  Wachovia   Bank,   National
      Association   (formerly   known   as   First  Union  National  Bank),  as
      Administrative Agent, shall have been repaid  in  full  and terminated or
      shall   be   paid   in  full  and  terminated  simultaneously  with   the
      effectiveness of this Agreement.

            (r)   LTM Consolidated EBITDA.  The Administrative Agent shall have
      received evidence satisfactory  to  it  that  Consolidated EBITDA for the
      twelve consecutive calendar month period ended  June  30, 2003 shall have
      been not less than $125,000,000.

            (s)   Certified  Documents.   The Administrative Agent  shall  have
      received a copy, certified by an officer  of  the  Borrower  as  true and
      complete,  of  the  Subordinated Indenture, the Senior Indenture and  the
      Second Senior Indenture  as  originally  executed and delivered, together
      with all exhibits and schedules thereto.

            (t)   Additional Matters.  All other documents and legal matters in
      connection with the transactions contemplated  by this Agreement shall be
      reasonably satisfactory in form and substance to the Administrative Agent
      and its counsel.

      SECTION 4.2   CONDITIONS TO ALL EXTENSIONS OF CREDIT.

      The obligation of each Lender to make any Extension  of  Credit hereunder
is  subject  to the satisfaction of the following conditions precedent  on  the
date of making such Extension of Credit:

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

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

      Each  request  for  an Extension of Credit and  each  acceptance  by  the
Borrower of any such Extension  of  Credit  shall  be  deemed  to  constitute a
representation and warranty by the Borrower as of the date of such Extension of
Credit that the applicable conditions in paragraphs (a) and (b) of this Section
have been satisfied.


                                   ARTICLE V

                             AFFIRMATIVE COVENANTS

      The  Credit  Parties hereby covenant and agree that on the Closing  Date,
and thereafter for so  long  as  this  Agreement  is  in  effect  and until the
Commitments  have  terminated, no Note remains outstanding and unpaid  and  the
Credit Party Obligations, together with interest, Commitment Fees and all other
amounts owing to the  Administrative Agent or any Lender hereunder, are paid in
full, the Borrower shall,  and  shall  cause  each  of  its  Material  Domestic
Subsidiaries (other than in the case of Sections 5.1, 5.2 or 5.7 hereof), to:

      SECTION 5.1   FINANCIAL STATEMENTS.

      Furnish to the Administrative Agent and each of the Lenders:

            (a)    Annual Reports.

                  (i)   As  soon  as  available and in any event within 90 days
      after the end of each fiscal year of the Borrower, a consolidated balance
      sheet of the Borrower and its Subsidiaries  as  of the end of such fiscal
      year  and  the  related  consolidated  statement of cash  flows  and  the
      consolidated  statements  of  income and stockholders'  equity  for  such
      fiscal year, setting forth in each  case  in comparative form the figures
      for the previous fiscal year, all in reasonable detail and accompanied by
      an opinion on such consolidated statements by an Approved Accounting Firm
      which  opinion  shall state that such consolidated  financial  statements
      present fairly the  consolidated  financial  position of the Borrower and
      its Subsidiaries as of the date of such financial  statements  and  their
      consolidated  results  of  their operations and cash flows for the period
      covered by such financial statements in conformity with GAAP applied on a
      consistent basis (except for  changes  in  the  application of which such
      accountants  concur) and shall not contain any "going  concern"  or  like
      qualification  or exception or qualifications arising out of the scope of
      the consolidated audit;

                  (ii)  As  soon  as  available and in any event within 90 days
      after the end of each fiscal year  of  the  Borrower,  a consolidated and
      consolidating balance sheet of the Borrower and its Subsidiaries  and the
      related  consolidated  and consolidating statements of income, cash flows
      and stockholders' equity for such fiscal year, setting forth (in the case
      of consolidated statements)  the consolidated figures in comparative form
      for the Borrower's previous fiscal year, all certified (subject to normal
      year-end audit adjustments) as  complete  and  correct  in  all  material
      respects  by  the  Borrower's chief financial officer, treasurer or chief
      accounting officer;

            (b)   Quarterly  Reports.   As  soon  as available and in any event
      within 45 days after the end of each of the first  three fiscal quarters,
      a consolidated and consolidating balance sheet of the  Borrower  and  its
      Subsidiaries and the related consolidated and consolidating statements of
      income,  cash  flows  and  stockholders'  equity  for  the portion of the
      Borrower's  fiscal year ended at the end of such quarter,  setting  forth
      (in the case  of  consolidated  statements)  the  consolidated figures in
      comparative form for the corresponding portion of the Borrower's previous
      fiscal year, all certified (subject to normal year-end audit adjustments)
      as complete and correct in all material respects by  the Borrower's chief
      financial officer, treasurer or chief accounting officer;

            (c)   Annual Budget Plan.  As soon as available,  but  in any event
      within sixty (60) days after the end of each fiscal year, a copy  of  the
      detailed  annual operating budget or plan of the Borrower for such fiscal
      year  on  a quarter-by-quarter  basis,  in  form  and  detail  reasonably
      acceptable to the Administrative Agent and the Required Lenders, together
      with a summary  of  the  material  assumptions made in the preparation of
      such annual budget or plan;

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

      SECTION 5.2   CERTIFICATES; OTHER INFORMATION.

      Furnish to the Administrative Agent and each of the Lenders:

            (a)   concurrently  with  the  delivery of the financial statements
      referred  to  in  Section 5.1(a)  above,  a  statement  of  the  Approved
      Accounting Firm that reported on such statements  (i) stating  that their
      audit  examination  has  included  the reading of this Agreement and  the
      Notes  as they relate to financial or  accounting  matters,  (ii) whether
      anything  has come to their attention to cause them to believe that there
      existed on  the  date  of such statements any Default or Event of Default
      and  (iii) confirming  the   calculations  set  forth  in  the  officer's
      certificate delivered simultaneously therewith pursuant to subsection (b)
      below;

            (b)   concurrently with  the  delivery  of the financial statements
      referred  to  in Sections 5.1(a) and 5.1(b) above,  a  certificate  of  a
      Responsible Officer  stating  that,  to  the  best  of  such  Responsible
      Officer's  knowledge,  each  of  the  Credit  Parties  during such period
      observed or performed in all material respects all of its  covenants  and
      other agreements, and satisfied in all material respects every condition,
      contained in this Agreement to be observed, performed or satisfied by it,
      and  that  such  Responsible  Officer  has  obtained  no knowledge of any
      Default or Event of Default except as specified in such  certificate  and
      such  certificate  shall  include  the  calculations in reasonable detail
      required to indicate compliance with Section 5.9  as  of  the last day of
      such  period and a certification as to the Borrower's Debt Rating  as  of
      the last day of such period;

            (c)   within  45 days  after  the  end  of  each  fiscal quarter, a
      certificate  as  of the end of the immediately preceding fiscal  quarter,
      substantially  in  the   form   of  Exhibit 5.2(c)  and  certified  by  a
      Responsible Officer of the Borrower to be true and correct as of the date
      thereof (a "Borrowing Base Certificate");

            (d)   promptly upon mailing  thereof,  copies of all reports (other
      than those otherwise provided pursuant to Section 5.1 and those which are
      of  a  promotional  nature)  and  other financial information  which  the
      Borrower sends to its shareholders, and promptly upon the filing thereof,
      copies of all financial statements and non-confidential reports which the
      Borrower may make to, or file with the Securities and Exchange Commission
      or any successor or analogous Governmental Authority;

            (e)   promptly upon issuance  thereof, copies of all press releases
      and other statements made available generally  by  the  Borrower  or  its
      Subsidiaries  to  the  public  concerning  material  developments  in the
      results of operations, financial condition, business or prospects of  the
      Borrower or its Subsidiaries;

            (f)   promptly  upon  receipt  thereof,  a  copy  of  any "material
      weakness letter" submitted by independent accountants to the  Borrower or
      any of its Subsidiaries in connection with any annual, interim or special
      audit of the books of such Person;

            (g)   promptly, such additional financial and other information  as
      the  Administrative Agent, on behalf of any Lender, may from time to time
      reasonably request; and

            (h)   promptly,  but  in  no  event later than three Business Days,
      after any change in the Debt Rating, notice of the new Debt Rating.

      SECTION 5.3   PAYMENT OF OBLIGATIONS.

      Pay, discharge or otherwise satisfy at  or before maturity or before they
become  delinquent,  as  the  case  may  be, in accordance  with  industry  and
historical  company practice (subject, where  applicable,  to  specified  grace
periods) all  its  material  obligations  (including,  without  limitation, all
material taxes) of whatever nature and any additional costs that are imposed as
a  result  of  any  failure  to  so  pay,  discharge or otherwise satisfy  such
obligations, except when the amount or validity  of  such obligations and costs
is  currently  being  contested  in good faith by appropriate  proceedings  and
reserves, if applicable, in conformity with GAAP with respect thereto have been
provided on the books of the Borrower or its Subsidiaries, as the case may be.

      SECTION 5.4   CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.

      Continue to engage in business  of the same general type as now conducted
by it on the Closing Date and preserve, renew and keep in full force and effect
its existence as a corporation or limited liability company, as applicable, and
take all reasonable action to maintain  all  rights,  privileges and franchises
necessary or desirable in the normal conduct of its business;  comply  with all
Contractual Obligations and Requirements of Law (including, without limitation,
ERISA  and  rules and regulations thereunder and Environmental Laws) applicable
to it except  to  the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

      SECTION 5.5   MAINTENANCE OF PROPERTY; INSURANCE.

            (a)   Keep  all  material  property  useful  and  necessary  in its
      business in good working order and condition (ordinary wear and tear  and
      obsolescence excepted); and

            (b)   Maintain  with  financially  sound  and  reputable  insurance
      companies insurance on all its material property in at least such amounts
      and  against  at  least such risks as are usually insured against in  the
      same general area by companies engaged in the same or a similar business;
      and furnish to the  Administrative  Agent,  upon  written  request,  full
      information as to the insurance carried.

      SECTION 5.6   INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.

      Keep  proper books of records and account in which full, true and correct
entries in conformity  with  GAAP  and all Requirements of Law shall be made of
all dealings and transactions in relation to its businesses and activities; and
permit,  during  regular business hours  and  upon  reasonable  notice  by  the
Administrative Agent  or  any Lender, the Administrative Agent or any Lender to
visit and inspect any of its properties and examine and make abstracts from any
of its books and records (other than materials protected by the attorney-client
privilege and materials which  the  Borrower may not disclose without violation
of a confidentiality obligation binding  upon it) at any reasonable time and as
often as may reasonably be desired, and to  discuss  the  business, operations,
properties  and  financial  and  other  condition  of the Credit  Parties  with
officers  and  employees  of  the  Credit  Parties and with  their  independent
certified public accountants.  The Borrower shall maintain its fiscal reporting
period on a June 30 fiscal year, and each Domestic  Subsidiary  shall  maintain
its respective fiscal reporting period on the present basis.

      SECTION 5.7   NOTICES.

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

            (a)   promptly,  but  in  any  event  within two (2) Business Days,
      after the Borrower knows of the occurrence of  any  Default  or  Event of
      Default;

            (b)   promptly,   any   default  or  event  of  default  under  any
      Contractual Obligation of the Borrower  or  any of its Subsidiaries which
      could reasonably be expected to have a Material Adverse Effect;

            (c)   promptly, any litigation, or any  investigation or proceeding
      (including,  without  limitation,  any  governmental   or   environmental
      proceeding) known to the Borrower, affecting the Borrower or  any  of its
      Subsidiaries which, if adversely determined, could reasonably be expected
      to  have  a  Material Adverse Effect or which in any manner questions the
      validity of this  Agreement,  the  Notes or any of the other transactions
      contemplated hereby or thereby, and  give notice setting forth the nature
      of  such  pending  or threatened action,  suit  or  proceeding  and  such
      additional information as the Administrative Agent, at the request of any
      Lender, may reasonably request;

            (d)   as soon  as possible and in any event within thirty (30) days
      after  the  Borrower  knows  or  has  reason  to  know  thereof:  (i) the
      occurrence or expected occurrence of any Reportable Event with respect to
      any Plan, a failure to  make  any  required  contribution  to a Plan, the
      creation  of any Lien in favor of the PBGC (other than a Permitted  Lien)
      or a Plan or  any  withdrawal from, or the termination, Reorganization or
      Insolvency  of,  any  Multiemployer   Plan  or  (ii) the  institution  of
      proceedings or the taking of any other action by the PBGC or the Borrower
      or any Commonly Controlled Entity or any  Multiemployer Plan with respect
      to the withdrawal from, or the terminating,  Reorganization or Insolvency
      of, any Plan;

            (e)   concurrently with the delivery thereof, copies of all written
      notices  as the Borrower shall send to the holders  of  the  Senior  Debt
      Securities;

            (f)   concurrently with the delivery thereof, copies of all written
      notices as  the  Borrower  shall  send  to  the holders of the Additional
      Senior Debt Securities; and

            (g)   promptly,  any  other  development  or   event   which  could
      reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement  of  a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto.  In
the  case  of  any  notice of a Default or Event of Default, the Borrower shall
specify that such notice  is  a  Default or Event of Default notice on the face
thereof.

      SECTION 5.8   ENVIRONMENTAL LAWS.

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

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

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

      SECTION 5.9   FINANCIAL COVENANTS.

      Commencing  on  the  day  immediately  following  the Closing  Date,  the
Borrower shall comply with the following financial covenants:

            (a)   Consolidated  Working  Capital.   Maintain   at   all   times
      Consolidated Working Capital of not less than $325,000,000.

            (b)   Minimum  Consolidated  Tangible  Net  Worth.  Maintain at all
      times  Consolidated  Tangible  Net Worth greater than  or  equal  to  the
      "Minimum Compliance Level".  The  "Minimum  Compliance Level" shall equal
      the  sum  of  (a) $245,000,000  plus  (b) upon  the   conversion  of  any
      Subordinated Debt Securities into stock of the Borrower,  an amount equal
      to  the  aggregate  principal  amount of Subordinated Debt Securities  so
      converted plus (c) as of the last  day  of  each  fiscal  year,  from and
      after, but not including, the fiscal year ending June 30, 2003, an amount
      equal to 55% of Consolidated Net Income (inclusive of extraordinary gains
      and  without  reduction  for  extraordinary losses) for such fiscal year.
      The  foregoing  increases  in  the  Minimum  Compliance  Level  shall  be
      cumulative, and no reduction shall be made on account of any Consolidated
      Net Income of less than zero for any fiscal year.

            (c)   Consolidated Fixed Charge  Coverage  Ratio.   Maintain at all
      times  a  Consolidated Fixed Charge Coverage Ratio of not less  than  the
      following:


                     PERIOD                              RATIO

Closing Date through and including March 31, 2004    1.20 to 1.00

April 1, 2004 and thereafter                         1.25 to 1.00


            (d)   Consolidated   Leverage  Ratio.   Maintain  at  all  times  a
      Consolidated Leverage Ratio of not more than 0.70 to 1.00.

            (e)   Consolidated Total  Senior  Debt  to  Borrowing  Base  Ratio.
      Maintain at all times a Consolidated Total Senior Debt to Borrowing  Base
      Ratio of not more than the following:


                       PERIOD                              RATIO

Closing Date through and including December 31, 2003    1.15 to 1.00

January 1, 2004 and thereafter                          1.10 to 1.00


      SECTION 5.10   ADDITIONAL GUARANTORS.

      (a)   The  Credit  Parties  will  cause  each  of their Material Domestic
Subsidiaries, whether newly formed, after acquired or  otherwise  existing,  to
promptly  become  a  Guarantor  hereunder  by  way  of  execution  of a Joinder
Agreement.

      (b)   At  such  time  as the value of the total assets (as determined  in
accordance with GAAP) of all  Domestic  Subsidiaries  (other  than the Material
Domestic   Subsidiaries   which  are  Guarantors  hereunder)  exceeds  10%   of
Consolidated  Total Assets,  the  Borrower  shall,  upon  the  request  of  the
Administrative  Agent, cause one or more Domestic Subsidiaries, as requested by
the Administrative  Agent,  to  promptly become a Guarantor hereunder by way of
execution of a Joinder Agreement.


                                   ARTICLE VI

                              NEGATIVE COVENANTS

      The Credit Parties hereby covenant  and  agree  that on the Closing Date,
and  thereafter  for  so  long  as this Agreement is in effect  and  until  the
Commitments have terminated, no Note  remains  outstanding  and  unpaid and the
Credit Party Obligations, together with interest, Commitment Fees and all other
amounts owing to the Administrative Agent or any Lender hereunder,  are paid in
full that:

      SECTION 6.1   INDEBTEDNESS.

            (a)   The Borrower shall not create, assume or suffer to  exist any
      Indebtedness  (i) that  is  secured by any Lien that is not permitted  by
      Section 6.2 or (ii) in the case  of  any  Indebtedness for borrowed money
      incurred or assumed after the Closing Date,  if on the date of incurrence
      or assumption of such Indebtedness after giving  effect  on  a  Pro Forma
      Basis  to  the  incurrence or assumption of such Indebtedness and to  the
      concurrent retirement of any other Indebtedness of the Borrower or any of
      its Subsidiaries,  a  Default  or Event of Default would exist hereunder;
      provided, however, that the Borrower  may  renew, refinance or extend any
      Indebtedness  originally  permitted  to  be  incurred  pursuant  to  this
      subsection (a)   so  long  as  such  renewed,  refinanced   or   extended
      Indebtedness is on terms and conditions no less favorable to the Borrower
      than the Indebtedness  originally  issued (including, without limitation,
      any shortening of the final maturity  or  average  life  to  maturity  or
      requiring  any payment to be made sooner than originally scheduled or any
      increase in  the  interest  rate  applicable thereto or any change to any
      subordination provision thereof).

            (b)   The  Borrower shall not  permit  any  Subsidiary  to  create,
      assume or suffer to  exist any Indebtedness other than (i) purchase money
      Indebtedness to the extent  secured  by  Liens  permitted by Section 6.2,
      (ii) guaranties of the Senior Debt Securities and  the  Additional Senior
      Debt Securities, to the extent equal and ratable guaranties  are given to
      secure  the  Indebtedness  hereunder,  and (iii) additional Indebtedness,
      including Indebtedness arising under any  Guaranty  Obligations permitted
      by  Section 6.3(i)-(iii),  which  in  the  aggregate  does   not   exceed
      (A) $60,000,000  for  Domestic  Subsidiaries,  and  (B) $600,000,000  for
      Foreign  Subsidiaries;  provided, however, that this Section 6.1(b) shall
      not permit the incurrence  or  assumption  of  any Indebtedness if on the
      date of incurrence or assumption of such Indebtedness after giving effect
      on a Pro Forma Basis to the incurrence or assumption of such Indebtedness
      and  to  the  concurrent  retirement  of  any other Indebtedness  of  the
      Borrower or any of its Subsidiaries, a Default  or Event of Default would
      exist hereunder.

      SECTION 6.2   LIENS.

      The  Borrower will not, nor will it permit any Subsidiary  to,  contract,
create, incur,  assume  or  permit to exist any Lien with respect to any of its
property  or  assets  of  any kind  (whether  real  or  personal,  tangible  or
intangible), whether now owned  or hereafter acquired, except for the following
(each a "Permitted Lien"):

            (a)   Liens  existing   on  the  Closing  Date  and  set  forth  on
      Schedule 6.2,  which  Liens  secure   Indebtedness   outstanding  on,  or
      available under credit arrangements existing on, the Closing  Date  in an
      aggregate principal amount not exceeding $5,000,000;

            (b)   purchase money Liens on any capital asset of the Borrower  or
      a  Subsidiary  if such purchase money Lien attaches to such capital asset
      concurrently with the acquisition thereof and if the Indebtedness secured
      thereby does not exceed the lesser of the cost or fair market value as of
      the time of acquisition  of  the asset covered thereby by the Borrower or
      such Subsidiary; provided, that  the  aggregate  amount  of  indebtedness
      (excluding any Indebtedness permitted under clause (a) above), secured by
      all  such Liens does not exceed $15,000,000 in the aggregate at  any  one
      time outstanding; and provided further, that no such Lien shall extend to
      or cover  any  property or asset of the Borrower or such Subsidiary other
      than the related  property  or  asset  (including  accessions thereto and
      proceeds  thereof,  to  the  extent  provided  in the security  agreement
      creating such Lien);

            (c)   Liens (not securing Indebtedness) which  are  incurred in the
      ordinary  course  of  business  in connection with workers' compensation,
      unemployment  insurance, old-age pensions,  social  security  and  public
      liability laws and similar legislation;

            (d)   Liens  securing  the  performance  of  bids, tenders, leases,
      contracts  (other  than  for  the  repayment of Indebtedness),  statutory
      obligations,  and  other  obligations of  like  nature,  incurred  as  an
      incident to and in the ordinary course of business;

            (e)   Liens securing taxes, assessments or charges or levies of any
      Governmental Authority or the  claims of growers, materialmen, mechanics,
      carriers, warehousemen, landlords  and other like Persons; provided, that
      (i) with respect to Liens securing taxes,  such taxes are not yet due and
      payable,  (ii) with  respect  to  Liens securing  claims  or  demands  of
      growers, materialmen, mechanics, carriers,  warehousemen,  landlords  and
      the  like,  such  Liens  are inchoate and unfiled and no other action has
      been  taken  to  enforce  the  same  and  (iii) with  respect  to  taxes,
      assessments or charges or levies of any Governmental Authority secured by
      such Liens, payment thereof is not at the time required by Section 5.3;

            (f)   zoning  restrictions,   easements,   licenses,  reservations,
      covenants, conditions, waivers, restrictions on the  use  of  property or
      other  minor  encumbrances  or  irregularities  of  title  which  do  not
      materially  impair  the  use of any material property in the operation of
      the business of the Borrower  or  any  Subsidiary  or  the  value of such
      property for the purpose of such businesses or which are being  contested
      in good faith by appropriate proceedings;

            (g)   attachment,  judgment  or similar Liens arising in connection
      with court proceedings; provided, that the execution or other enforcement
      of such Liens is effectively stayed, the claims secured thereby are being
      actively  contested  in good faith by  appropriate  proceedings  and  the
      Borrower or such Subsidiary  shall  have  set  aside  on  its  books,  if
      required by GAAP, appropriate reserves for such Liens;

            (h)   any Lien existing on any asset of any Person at the time such
      Person  becomes  a  Subsidiary  and  not created in contemplation of such
      event;

            (i)   any Lien on any asset of any Person existing at the time such
      Person  is  merged  or  consolidated with  or  into  the  Borrower  or  a
      Subsidiary and not created in contemplation of such event;

            (j)   any Lien existing  on  any  asset  prior  to  the acquisition
      thereof by the Borrower or a Subsidiary and not created in  contemplation
      of such event;

            (k)   Liens  given  to secure Indebtedness owing to life  insurance
      companies (or affiliates thereof)  issuing  life  insurance  policies  in
      connection  with Split-Dollar Programs, incurred to finance non-scheduled
      premiums paid  by  the  Borrower  or its Subsidiaries under such policies
      pursuant  to Split-Dollar Agreements  executed  in  connection  with  the
      Split-Dollar  Program  which  Indebtedness does not exceed $50,000,000 in
      the aggregate, provided that in  connection with any Split-Dollar Program
      such Liens shall be limited to the  Borrower's  right, title and interest
      in and to (A) the Split-Dollar Agreement and the  Split-Dollar Assignment
      executed in connection with such Split-Dollar Program  and (B) the policy
      of life insurance assigned to the Borrower as collateral pursuant to such
      Split-Dollar Assignment;

            (l)   any Lien arising out of the refinancing, extension,  renewal,
      replacement  or  refunding  of  any  Indebtedness  secured  by  any  Lien
      permitted  by  any  of  the  foregoing  paragraphs  of  this Section 6.2;
      provided, that the principal amount of such Indebtedness is not increased
      (except  in  the case of Liens with respect to seasonal lines  of  credit
      under subclause  (a) above, provided that all such Indebtedness, together
      with other indebtedness then outstanding as referred to in subclause (a),
      does not exceed $5,000,000 in the aggregate) and such Indebtedness is not
      secured by any additional assets; and

            (m)   Liens  not otherwise permitted by the foregoing paragraphs of
      this Section 6.2 securing  Indebtedness  in an aggregate principal amount
      at any time outstanding not to exceed $25,000,000.

      SECTION 6.3   GUARANTY OBLIGATIONS.

      The Borrower shall not, and shall not permit  any  Subsidiary to, create,
assume  or  suffer  to  exist any Guaranty Obligation, other than  (i) Guaranty
Obligations which are incurred  in  the  ordinary  course  of  business for the
purpose  of carrying unsold tobacco inventories held against Confirmed  Orders,
(ii) other  Guaranty Obligations incurred in the ordinary course of business so
long as the aggregate outstanding amount of all Guaranty Obligations under this
clause (ii)  does   not   at   any  time  exceed  $100,000,000,  (iii) Guaranty
Obligations  of  the  Guarantors  pursuant  to  this  Agreement,  (iv) Guaranty
Obligations of the Guarantors of the  Borrower's  obligations  under the Senior
Indenture and the Senior Debt Securities and (v)  Guaranty Obligations  of  the
Guarantors  of the Borrower's obligations under the Second Senior Indenture and
the Additional Senior Debt Securities.

      SECTION 6.4   [INTENTIONALLY OMITTED].

      SECTION 6.5   CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC.

      The Borrower will not, nor will it permit any Subsidiary to,

            (a)   dissolve,  liquidate  or wind up its affairs, sell, transfer,
      lease or otherwise dispose of its property or assets or agree to do so at
      a  future  time  except  the following,  without  duplication,  shall  be
      expressly permitted:

                  (i)    Specified Sales;

                  (ii)  the sale,  transfer,  lease  or  other  disposition  of
            property  or  assets  (A) to an unrelated party not in the ordinary
            course of business (other  than  Specified Sales), where and to the
            extent that they are the result of  a  Recovery  Event  or  (B) the
            sale, lease, transfer or other disposition of machinery, parts  and
            equipment  no  longer used or useful in the conduct of the business
            of the Borrower  or any of its Subsidiaries, as appropriate, in its
            reasonable discretion,  so  long  as the net proceeds therefrom are
            used  to  repair  or replace damaged property  or  to  purchase  or
            otherwise  acquire new  assets  or  property,  provided  that  such
            purchase or  acquisition is committed to within 180 days of receipt
            of the net proceeds and such purchase or acquisition is consummated
            within 270 days of receipt of such proceeds;

                  (iii) the  sale,  lease or transfer of property or assets (at
            fair value) from any Subsidiary  other  than  a  Material  Domestic
            Subsidiary to the Borrower or another Subsidiary;

                  (iv)  the  sale, lease or transfer of property or assets  (at
            fair value) between the Borrower and any Guarantor;

                  (v)   the sale,  lease  or transfer of property or assets (at
            fair value) from a Credit Party  other than the Borrower to another
            Credit Party;

                  (vi)  the dissolution, liquidation or winding up of a Foreign
            Subsidiary or a Domestic Subsidiary  other than a Material Domestic
            Subsidiary; and

                  (vii) the sale, lease or transfer  of  property or assets not
            to exceed $15,000,000 in the aggregate in any fiscal year.

            (b)   purchase, lease or otherwise acquire (in a single transaction
      or a series of related transactions) the property or assets of any Person
      (other  than  purchases  or  other  acquisitions  of  inventory,  leases,
      materials,  property and equipment in the ordinary course  of  business),
      except as permitted pursuant to Section 6.5(a), and 6.6.

            (c)   Notwithstanding  the provisions in Section 6.5(a) and 6.5(b),
      merge with or into any other Person,  except  that the following shall be
      permitted:

                  (i)   the Borrower may merge with another  Person  if (A) the
            Borrower   is   the   corporation   surviving   such   merger   and
            (B) immediately  after  giving effect to such merger on a Pro Forma
            Basis, no Default or Event  of  Default  shall have occurred and be
            continuing;

                  (ii)  any  Material Domestic Subsidiary  may  merge  with  or
            into, or sell, lease  or  otherwise transfer all or any substantial
            part  of  its assets to the Borrower  or  to  a  Material  Domestic
            Subsidiary  (determined  immediately  thereafter) if, in connection
            with  any  such  merger (A) either the Borrower  or  such  Material
            Domestic   Subsidiary    is    the    surviving   corporation   and
            (B) immediately after giving effect to  such merger, sale, lease or
            other transfer on a Pro Forma Basis, no Default or Event of Default
            shall have occurred and be continuing;

                  (iii) any   Subsidiary   other   than  a  Material   Domestic
            Subsidiary  may  merge with or into, or sell,  lease  or  otherwise
            transfer all or any  substantial part of its assets to the Borrower
            or another Subsidiary; and

                  (iv)  any Material Domestic Subsidiary may merge with another
            Person in connection with  an  Acquisition permitted by Section 6.6
            if  (A) such  Material  Domestic  Subsidiary   is   the   surviving
            corporation and (B) following such Acquisition, the Borrower  shall
            retain, directly or indirectly, a proportionate equity interest  in
            such  Material  Domestic  Subsidiary  equal  to or greater than the
            Borrower's equity interest immediately prior to such Acquisition.

      SECTION 6.6   ACQUISITIONS, ADVANCES, INVESTMENTS AND LOANS.

      The Borrower shall not, and shall not permit any Subsidiary  to, directly
or indirectly, make any Acquisition or Investment, or enter into any  agreement
to  make  any  Acquisition or Investment, except for (each of the following,  a
"Permitted Investment"):

            (a)   any   Acquisition  (other  than  a  Hostile  Acquisition)  or
      Investment for consideration  consisting  of  cash  or  cash equivalents,
      common stock of the Borrower (valued at the market value  thereof  as  of
      the  date of the issuance thereof), other securities or properties of the
      Borrower  or  any  Subsidiary  (valued  in  good  faith  by  the Board of
      Directors of the Borrower), the assumption of any Indebtedness (valued at
      the  principal amount thereof), any other consideration (valued  in  good
      faith  by  the  board of directors of the Borrower) or any combination of
      the  foregoing;  provided   that   the   aggregate   value  of  all  such
      consideration for all Acquisitions and Investments of  the  Borrower  and
      its  Subsidiaries  made  during  any  fiscal year shall not exceed 10% of
      Consolidated Tangible Net Worth as of the  most  recent  fiscal  year end
      with respect to which the Administrative Agent and the Lenders shall have
      received  the  financial  statements  referred  to  in Section 5.1(a)(i);
      provided  further  that  in  the  case  of any Acquisition  involving  an
      aggregate purchase price (including cash  and  non-cash consideration) in
      excess  of  $10,000,000,  the  Borrower  shall  have  delivered   to  the
      Administrative  Agent  a  certificate  of  the Borrower's chief financial
      officer,  treasurer or chief accounting officer  containing  calculations
      that demonstrate  that  after  giving effect to such Acquisition on a Pro
      Forma Basis, the Borrower is in  compliance  with the financial covenants
      set forth in Section 5.9;

            (b)   Investments  in  direct  obligations   of,   or   obligations
      guaranteed  as to principal and interest by, the United States government
      or any agency  or  instrumentality  thereof  maturing in one year or less
      from the date of acquisition thereof;

            (c)   Investments in deposits in (including money market funds of),
      or certificates of deposits or bankers' acceptances  of,  (i) any bank or
      trust company organized under the laws of the United States  or any state
      thereof  having  capital and surplus in excess of $100,000,000,  (ii) any
      international bank  organized  under  the  laws of any country which is a
      member of the OECD or a political subdivision  of  any  such country, and
      having  a  combined  capital  and  surplus  of at least $100,000,000,  or
      (iii) leading  banks in a country where the Borrower  or  the  Subsidiary
      making such Investment does business; provided, that all such Investments
      mature within 270 days  of  the  date  of  such Investment; and provided,
      further,  that  all  Investments  pursuant  to  clause (iii)   above  are
      (A) solely  of  funds  generated  in  the ordinary course of business  by
      operations of the relevant investor in  the country where such Investment
      is made, and (B) denominated in the currency of the country in which such
      Investment is made or in Dollars;

            (d)   Investments in commercial paper  maturing within 270 days and
      having one of the two highest ratings of either  S&P,  Moody's  or  Fitch
      Investors' Service, Inc.;

            (e)   Investments  in money market funds (other than those referred
      to in paragraph (c) above)  that have assets in excess of $2,000,000,000,
      are managed by recognized and  responsible institutions and invest solely
      in  obligations  of  the types referred  to  in  subsections (b),  (c)(i)
      and (ii) and (d) above;

            (f)   Investments in Persons evidencing the deferred purchase price
      receivable of assets sold,  leased or otherwise transferred in accordance
      with Section 6.5;

            (g)   Investments in the  Borrower  and  any Subsidiary (determined
      immediately after such Investment);

            (h)   loans and advances in the ordinary course  of its business to
      officers and employees of the Borrower or any Subsidiary  of the Borrower
      in an aggregate outstanding principal amount not to exceed $3,000,000;

            (i)   loans and advances to growers and other suppliers  of tobacco
      (including  Affiliates)  in  the  ordinary  course of its business in  an
      aggregate outstanding principal amount consistent  with  past practice of
      the Borrower;

            (j)    Guaranty Obligations permitted by Sections 6.1 and 6.3;

            (k)   Investments  in  (i) direct  noncallable obligations  of,  or
      obligations guaranteed as to principal and  interest by the United States
      government or any agency or instrumentality thereof,  without  regard  to
      the  maturity of such obligations, and (ii) depository receipts issued by
      a bank  (as  defined in Section 3(a)(2) of the Securities Act of 1933) as
      custodian with  respect to any obligation of the United States government
      referred to in clause (i)  above and held by such bank for the account of
      the holder of such depository  receipt,  or  with respect to any specific
      payment of principal or interest on any obligation  of  the United States
      government  which  is  so  specified and held, provided that  (except  as
      required by law) such custodian  is  not authorized to make any deduction
      from the amount payable to the holder  of  such  depository receipts from
      any  amount  received by the custodian in respect of  the  United  States
      government obligations  or  the specific payment of principal or interest
      of the United States government  obligations evidenced by such depository
      receipts, where the sole purpose of  such Investments is either the Legal
      Defeasance or the Covenant Defeasance  of the outstanding (i) Senior Debt
      Securities, as provided in the Senior Indenture or (ii) Additional Senior
      Debt Securities, as provided in the Second Senior Indenture;

            (l)   Investments made by any Foreign  Subsidiary  in  the ordinary
      course  of  such  Person's business, in connection with the financing  of
      international  trading   transactions,  in  export  notes,  trade  credit
      assignments,  bankers'  acceptances,  guarantees  and  instruments  of  a
      similar nature issued by (i) any commercial bank or trust company (or any
      Affiliate thereof) organized  under  the laws of the United States or any
      state having capital and surplus in excess  of  $100,000,000  or (ii) any
      international  bank  organized under the laws of any country which  is  a
      member of the OECD or  a  political  subdivision of any such country, and
      having a combined capital and surplus of at least $100,000,000;

            (m)   Investments by the Borrower  in the Senior Debt Securities in
      connection  with  any  purchase  of the Senior  Debt  Securities  by  the
      Borrower, as required or permitted by the Senior Indenture, and otherwise
      permitted under this Agreement;

            (n)   Investments  by  the  Borrower   in   the  Subordinated  Debt
      Securities  in  connection  with  any  conversion  or  purchase   of  the
      Subordinated Debt Securities by the Borrower, as required or permitted by
      the Subordinated Indenture, and otherwise permitted under this Agreement;
      provided  that  the Borrower shall make no such Investment (other than  a
      conversion  of  the  Subordinated  Debt  Securities  into  stock  of  the
      Borrower) unless  immediately  after giving effect thereto on a Pro Forma
      Basis,  no  Default  or  Event of Default  shall  have  occurred  and  be
      continuing;

            (o)   Transfers of interests  in Foreign Subsidiaries to the extent
      permitted under Section 6.5;

            (p)   Investments by a Foreign  Subsidiary  in  any  other  Foreign
      Subsidiary; and

            (q)   Investments  by  the  Borrower  in the Additional Senior Debt
      Securities in connection with any purchase of  the Additional Senior Debt
      Securities by the Borrower, as required or permitted by the Second Senior
      Indenture, and otherwise permitted under this Agreement.

      SECTION 6.7   TRANSACTIONS WITH AFFILIATES.

      Except as permitted in Section 6.6(h), the Borrower will not, nor will it
permit any Subsidiary to, enter into any transaction or series of transactions,
whether or not in the ordinary course of business, with  any officer, director,
shareholder  or Affiliate other than on terms and conditions  substantially  as
favorable as would  be obtainable in a comparable arm's-length transaction with
a Person other than an officer, director, shareholder or Affiliate.

      SECTION 6.8   OWNERSHIP OF SUBSIDIARIES; RESTRICTIONS.

      Except  as  expressly   permitted   by  this  Agreement  and  subject  to
Section 5.10,  the  Borrower  shall  not, and shall  not  permit  any  Material
Domestic  Subsidiary  to, make any changes  in  its  equity  capital  structure
(including in the terms  of  its outstanding stock) that would reduce or impair
the consolidated equity capital  of  the  Borrower  and  its  Material Domestic
Subsidiaries immediately thereafter, or amend its certificate of  incorporation
or  by-laws  in  any respect which is adverse to the interests of the  Lenders,
provided that, nothing herein shall limit or impair the right or ability of the
Borrower or any of its Subsidiaries to issue stock.

      SECTION 6.9 FISCAL  YEAR;  CHANGES  IN  CAPITAL  STRUCTURE ORGANIZATIONAL
                  DOCUMENTS; MATERIAL CONTRACTS.

      The  Borrower  will not, nor will it permit any of its  Subsidiaries  to,
change its fiscal year.   Except  as expressly permitted by this Agreement, the
Borrower will not, and will not permit  any  Subsidiary  to,  make any material
changes  in  its  equity  capital  structure  (including  in the terms  of  its
outstanding stock but excluding the conversion of Subordinated  Debt Securities
into common stock of the Borrower) that would reduce or impair the consolidated
equity capital of the Borrower and its Subsidiaries immediately thereafter  and
the  Borrower will not, nor will it permit any Subsidiary to, materially amend,
modify  or  change  its  articles of incorporation or limited liability company
operating agreement, as applicable  (or  corporate  charter  or  other  similar
organizational  document)  or  bylaws  (or  other similar document) without the
prior  written consent of the Required Lenders,  which  consent  shall  not  be
unreasonably  withheld.   The  Borrower will not, nor will it permit any of its
Subsidiaries to, without the prior written consent of the Administrative Agent,
amend,  modify,  cancel  or  terminate  or  extend  or  permit  the  amendment,
modification, cancellation or  termination  of  any  of the Material Contracts,
except  in  the  event  that such amendments, modifications,  cancellations  or
terminations could not reasonably  be  expected  to  have  a  Material  Adverse
Effect.

      SECTION 6.10   LIMITATION ON RESTRICTED ACTIONS.

      The Borrower will not, nor will it permit any Subsidiary 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 the Borrower  or any Subsidiary 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
the Borrower or any Subsidiary, (c) make loans or advances to  the  Borrower or
any Subsidiary, (d) sell, lease or transfer any of its properties or  assets to
the Borrower or any Subsidiary, 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) applicable  law,  (iii) any  document  or  instrument governing
Indebtedness  incurred pursuant to Section 6.1(b)(i), provided  that  any  such
restriction contained  therein  relates only to the asset or assets constructed
or  acquired  in  connection  therewith,   (iv) the   Senior   Indenture,   the
Subordinated  Indenture  and  the  Second  Senior  Indenture,  as  each  of the
foregoing  are  in  effect on the Closing Date or (v) any Permitted Lien or any
document or instrument  governing  any  Permitted  Lien, provided that any such
restriction contained therein relates only to the asset  or  assets  subject to
such Permitted Lien.

      SECTION 6.11   RESTRICTED PAYMENTS.

      The Borrower will not, nor will it permit any Subsidiary to, directly  or
indirectly, declare, order, make or set apart any sum for or pay any Restricted
Payment,  except  (a) to  make  dividends  payable  solely in the same class of
Capital  Stock  of  such Person, (b) to make dividends or  other  distributions
payable to the Borrower  or  any  Subsidiary  (directly  or  indirectly through
Subsidiaries), (c) to convert Subordinated Debt Securities into common stock of
the  Borrower  and  (d) so  long as no Default or Event of Default  shall  have
occurred or be continuing or would result therefrom, other Restricted Payments;
provided, however, that notwithstanding  the  foregoing, no Restricted Payments
shall be permitted hereunder which voluntarily  prepay  any  principal  amounts
outstanding under the Subordinated Debt Securities prior to the stated maturity
date thereof.

      SECTION 6.12   AMENDMENTS TO INDEBTEDNESS, ETC.

      The  Borrower  will not, nor will it permit any Subsidiary to, after  the
issuance thereof, amend  or modify (or permit the amendment or modification of)
any  of  the  terms  of  any  Indebtedness   (including,   without  limitation,
Subordinated  Indebtedness)  if  such amendment or modification  would  add  or
change any terms in a manner adverse  to  the  issuer  of such Indebtedness, or
shorten the final maturity or average life to maturity or  require  any payment
to  be  made  sooner  than  originally scheduled or increase the interest  rate
applicable thereto or change any subordination provision thereof.

      SECTION 6.13   SALE LEASEBACKS.

      The Borrower will not,  nor will it permit any Subsidiary to, directly or
indirectly, become or remain liable  as  lessee or as guarantor or other surety
with respect to any lease, whether an operating  lease  or  a Capital Lease, of
any property (whether real, personal or mixed), whether now owned  or hereafter
acquired  in  excess  of  $10,000,000  in  the  aggregate  on  an annual basis,
(a) which the Borrower or any Subsidiary has sold or transferred  or is to sell
or  transfer  to  a  Person  which  is  not  the Borrower or any Subsidiary  or
(b) which the Borrower or any Subsidiary intends  to  use for substantially the
same purpose as any other property which has been sold  or  is  to  be  sold or
transferred  by  the Borrower or any Subsidiary to another Person which is  not
the Borrower or any Subsidiary in connection with such lease.

      SECTION 6.14   NO FURTHER NEGATIVE PLEDGES.

      The  Borrower  will  not,  nor  will  it  permit  any  Material  Domestic
Subsidiary or  any Material Foreign Subsidiary 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  any  document  or
instrument  governing  Indebtedness  incurred  pursuant  to  Section 6.1(b)(i),
provided that any such restriction contained therein relates only  to the asset
or assets constructed or acquired in connection therewith, (c) pursuant  to the
Senior  Indenture,  the Subordinated Indenture and the Second Senior Indenture,
as  each of the foregoing  are  in  effect  on  the  Closing  Date  and  (d) in
connection  with any Permitted Lien or any document or instrument governing any
Permitted Lien,  provided  that  any such restriction contained therein relates
only to the asset or assets subject to such Permitted Lien.

      SECTION 6.15   MAXIMUM UNCOMMITTED INVENTORIES.

      The  Borrower shall not permit  the  Uncommitted  Inventories  to  exceed
$100,000,000 in the aggregate.

                                   ARTICLE VII

                               EVENTS OF DEFAULT

      SECTION 7.1   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)   The Borrower shall fail to pay any principal on any Note when
      due in accordance with the terms thereof or hereof; or the Borrower shall
      fail  to pay any interest on any Note or any fee or other amount  payable
      hereunder  when  due  in  accordance with the terms thereof or hereof and
      such failure shall continue  unremedied  for  three (3) Business Days (or
      any Guarantor shall fail to pay on the Guaranty  in respect of any of the
      foregoing or in respect of any other Guaranty Obligations thereunder); or

            (b)   Any representation or warranty made or  deemed made herein or
      in  any  of  the  other  Credit  Documents or which is contained  in  any
      certificate, document or financial  or  other  statement furnished at any
      time under or in connection with this Agreement  shall prove to have been
      incorrect, false or misleading in any material respect  on  or  as of the
      date made or deemed made; or

            (c)   (i) Any  Credit  Party shall fail to perform, comply with  or
      observe any term, covenant or  agreement  applicable  to  it contained in
      Section 5.7(a),  Section 5.9  or  Article VI  hereof; or (ii) any  Credit
      Party  shall fail to comply with any other covenant,  contained  in  this
      Agreement  or the other Credit Documents or any other agreement, document
      or instrument  among  any  Credit Party, the Administrative Agent and the
      Lenders or executed by any Credit  Party  in  favor of the Administrative
      Agent  or  the  Lenders  (other  than  as  described  in  Sections 7.1(a)
      or 7.1(c)(i) above), and in the event such breach or failure to comply is
      capable of cure, is not cured within thirty (30) days of  its occurrence;
      or

            (d)   The Borrower or any of its Subsidiaries shall (i) default  in
      any  payment  of principal of or interest on any Indebtedness (other than
      the Notes) in a  principal  amount outstanding of at least $10,000,000 in
      the aggregate for the Borrower  and  any  of  its Subsidiaries beyond the
      period  of  grace  (not  to  exceed  30 days), if any,  provided  in  the
      instrument or agreement under which such  Indebtedness  was  created;  or
      (ii) default  in  the observance or performance of any other agreement or
      condition relating  to any Indebtedness in a principal amount outstanding
      of at least $10,000,000  in  the aggregate for the Borrower or any of its
      Subsidiaries  or contained in any  instrument  or  agreement  evidencing,
      securing or relating thereto, or any other event shall occur or condition
      exist, the effect  of  which  default  or  other event or condition is to
      cause,  or  to  permit  the  holder or holders of  such  Indebtedness  or
      beneficiary or beneficiaries of  such Indebtedness (or a trustee or agent
      on behalf of such holder or holders  or  beneficiary or beneficiaries) to
      cause, with the giving of notice if required, such Indebtedness to become
      due prior to its stated maturity; or

            (e)   (i) The Borrower or any of its  Subsidiaries  shall  commence
      any case, proceeding or other action (A) under any existing or future law
      of  any  jurisdiction,  domestic  or  foreign,  relating  to  bankruptcy,
      insolvency, reorganization or relief of debtors, seeking to have an order
      for  relief  entered  with respect to it, or seeking to adjudicate  it  a
      bankrupt   or  insolvent,   or   seeking   reorganization,   arrangement,
      adjustment,  winding-up,  liquidation,  dissolution, composition or other
      relief with respect to it or its debts, or  (B) seeking  appointment of a
      receiver, trustee, custodian, conservator or other similar  official  for
      it  or  for all or any substantial part of its assets, or the Borrower or
      any Subsidiary  shall  make  a  general assignment for the benefit of its
      creditors; or (ii) there shall be  commenced  against the Borrower or any
      Subsidiary any case, proceeding or other action  of  a nature referred to
      in clause (i) above which (A) results in the entry of an order for relief
      or  any  such  adjudication  or  appointment or (B) remains  undismissed,
      undischarged or unbonded for a period of 60 days; or (iii) there shall be
      commenced against the Borrower or  any Subsidiary any case, proceeding or
      other  action  seeking issuance of a warrant  of  attachment,  execution,
      distraint or similar  process  against all or any substantial part of its
      assets which results in the entry  of  an order for any such relief which
      shall not have been vacated, discharged,  or  stayed  or  bonded  pending
      appeal within 60 days from the entry thereof; or (iv) the Borrower or any
      Subsidiary  shall  take  any  action in furtherance of, or indicating its
      consent to, approval of, or acquiescence in, any of the acts set forth in
      clause (i), (ii), or (iii) above;  or  (v) the Borrower or any Subsidiary
      shall generally not, or shall be unable to, or shall admit in writing its
      inability to, pay its debts as they become due; or

            (f)   One or more judgments or decrees shall be entered against the
      Borrower  or  any  of  its  Subsidiaries involving  in  the  aggregate  a
      liability (to the extent not  paid  when  due or covered by insurance) of
      $10,000,000 or more and all such judgments or decrees shall not have been
      paid and satisfied, vacated, discharged, stayed  or bonded pending appeal
      within 10 days from the entry thereof; or

            (g)   (i) The Borrower or any of its Subsidiaries  shall  engage in
      any  "prohibited  transaction"  (as  defined  in Section 406 of ERISA  or
      Section 4975  of  the  Code)  involving  any Plan, (ii) any  "accumulated
      funding deficiency" (as defined in Section 302  of ERISA), whether or not
      waived, shall exist with respect to any Plan or any  Lien in favor of the
      PBGC or a Plan (other than a Permitted Lien) shall arise on the assets of
      the Borrower or any Commonly Controlled Entity, (iii) a  Reportable Event
      shall  occur  with respect to, or proceedings shall commence  to  have  a
      trustee appointed,  or  a trustee shall be appointed, to administer or to
      terminate,  any  Single  Employer   Plan,   which   Reportable  Event  or
      commencement  of  proceedings  or  appointment of a Trustee  is,  in  the
      reasonable  opinion of the Required Lenders,  likely  to  result  in  the
      termination of  such  Plan  for  purposes  of Title IV of ERISA, (iv) any
      Single Employer Plan shall terminate for purposes  of  Title IV of ERISA,
      (v) the  Borrower,  any  of  its Subsidiaries or any Commonly  Controlled
      Entity shall, or in the reasonable  opinion  of  the  Required Lenders is
      likely to, incur any liability in connection with a withdrawal  from,  or
      the  Insolvency  or Reorganization of, any Multiemployer Plan or (vi) any
      other similar event  or  condition shall occur or exist with respect to a
      Plan; and in each case in  clauses (i)  through (vi) above, such event or
      condition, together with all other such events  or  conditions,  if  any,
      could reasonably be expected to have a Material Adverse Effect; or

            (h)   There   shall  occur  (i) a  Change  of  Control  under  this
      Agreement, (ii) a Change  of  Control (as defined in the Senior Indenture
      as in effect on the date hereof)  under  the  Senior  Indenture,  (iii) a
      Change  of Control (as defined in the Subordinated Indenture as in effect
      on the date hereof) under the Subordinated Indenture, or (iv) a Change of
      Control (as  defined  in  the Second Senior Indenture as in effect on the
      date hereof) under the Second Senior Indenture; or

            (i)   The Guaranty or  any  provision  thereof shall cease to be in
      full force and effect or any Guarantor or any  Person  acting  by  or  on
      behalf   of  any  Guarantor  shall  deny  or  disaffirm  any  Guarantor's
      obligations under the Guaranty; or

            (j)   Any  other Credit Document shall fail to be in full force and
      effect or to give the Administrative Agent and/or the Lenders the rights,
      powers and privileges  purported  to  be  created thereby (except as such
      documents  may  be  terminated  or  no  longer in  force  and  effect  in
      accordance  with  the terms thereof, other  than  those  indemnities  and
      provisions which by their terms shall survive); or

            (k)   The occurrence and continuation of any Event of Default under
      and as defined in the Senior Indenture; or

            (l)   The occurrence and continuation of any Event of Default under
      and as defined in the Subordinated Indenture; or

            (m)   The occurrence and continuation of any Event of Default under
      and as defined in the Second Senior Indenture; or

            (n)   The subordination  provisions  in  the Subordinated Indenture
      shall, in whole or in part, terminate, cease to  be effective or cease to
      be  legally  valid, binding and enforceable against  any  holder  of  the
      Subordinated Debt Securities; or

            (o)   The occurrence of a default or event of default (in each case
      which shall continue  beyond  the  expiration  of  any  applicable  grace
      periods)  under,  or the occurrence of any event that results in or would
      permit the termination of any Lender Hedging Agreement.

      SECTION 7.2   ACCELERATION; REMEDIES.

      Upon the occurrence  of an Event of Default, then, and in any such event,
(a) if such event is an Event  of  Default  specified  in Section 7.1(e) above,
automatically the Commitments shall immediately terminate  and  the Loans (with
accrued  interest  thereon),  and all other amounts under the Credit  Documents
shall immediately become due and  payable,  and  (b) if such event is any other
Event  of  Default,  either  or both of the following  actions  may  be  taken:
(i) the Administrative Agent may,  or  upon the written request of the Required
Lenders, the Administrative Agent shall,  by notice to the Borrower declare the
Commitments  to  be  terminated  forthwith,  whereupon  the  Commitments  shall
immediately  terminate; and (ii) the Administrative  Agent  may,  or  upon  the
written request  of  the  Required  Lenders, the Administrative Agent shall, by
notice of default to the Borrower, declare  the  Loans  (with  accrued interest
thereon) and all other amounts owing under this Agreement and the  Notes  to be
due and payable forthwith.


                                   ARTICLE VIII

                                   THE AGENT

      SECTION 8.1   APPOINTMENT.

      Each  Lender  hereby  irrevocably  designates and appoints Wachovia Bank,
National Association as the Administrative  Agent  of  such  Lender  under this
Agreement, and each such Lender irrevocably authorizes Wachovia Bank,  National
Association,  as  the Administrative Agent for such Lender, to take such action
on its behalf under  the  provisions  of  this  Agreement  and to exercise such
powers and perform such duties as are expressly delegated to the Administrative
Agent by the terms of this Agreement, together with such other  powers  as  are
reasonably  incidental  thereto.  Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties
or responsibilities, except  those expressly set forth herein, or any fiduciary
relationship  with  any  Lender,   and   no   implied   covenants,   functions,
responsibilities,  duties,  obligations or liabilities shall be read into  this
Agreement or otherwise exist against the Administrative Agent.

      SECTION 8.2   DELEGATION OF DUTIES.

      The Administrative Agent  may  execute  any  of  its  duties  under  this
Agreement  by  or  through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning  all  matters  pertaining  to  such  duties.   The
Administrative  Agent shall not be responsible for the negligence or misconduct
of  any agents or  attorneys-in-fact  selected  by  it  with  reasonable  care.
Without limiting the foregoing, the Administrative Agent may appoint one of its
affiliates  as  its  agent to perform the functions of the Administrative Agent
hereunder relating to  the  advancing of funds to the Borrower and distribution
of funds to the Lenders and to  perform  such  other  related  functions of the
Administrative Agent hereunder as are reasonably incidental to such functions.

      SECTION 8.3   EXCULPATORY PROVISIONS.

      Neither  the  Administrative  Agent  nor any of its officers,  directors,
employees, agents, attorneys-in-fact or affiliates  shall be (i) liable for any
action lawfully taken or omitted to be taken by it or  such  Person under or in
connection  with  this  Agreement  (except for its or such Person's  own  gross
negligence or willful misconduct) or  (ii) responsible  in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
the  Borrower  or  any officer thereof contained in this Agreement  or  in  any
certificate, report,  statement  or  other document referred to or provided for
in, or received by the Administrative  Agent  under or in connection with, this
Agreement   or   for   the   value,   validity,   effectiveness,   genuineness,
enforceability or sufficiency of any of the Credit Documents or for any failure
of  the  Borrower  to  perform its obligations hereunder  or  thereunder.   The
Administrative Agent shall  not  be  under  any  obligation  to  any  Lender to
ascertain or to inquire as to the observance or performance by the Borrower  of
any  of  the  agreements  contained in, or conditions of, this Agreement, or to
inspect the properties, books or records of the Borrower.

      SECTION 8.4   RELIANCE BY ADMINISTRATIVE AGENT.

      The Administrative Agent  shall  be  entitled to rely, and shall be fully
protected  in  relying, upon any Note, writing,  resolution,  notice,  consent,
certificate,  affidavit,   letter,  cablegram,  telegram,  telecopy,  telex  or
teletype message, statement,  order  or other document or conversation believed
by it in good faith to be genuine and  correct and to have been signed, sent or
made by the proper Person or Persons and  upon  advice  and statements of legal
counsel  (including, without limitation, counsel to the Borrower),  independent
accountants  and  other  experts  selected  by  the  Administrative Agent.  The
Administrative  Agent may deem and treat the payee of any  Note  as  the  owner
thereof for all purposes unless (a) a written notice of assignment, negotiation
or transfer thereof  shall  have  been  filed with the Administrative Agent and
(b) the Administrative Agent shall have received  the written agreement of such
assignee to be bound hereby as fully and to the same extent as if such assignee
were an original Lender party hereto, in each case  in form satisfactory to the
Administrative Agent.  The Administrative Agent shall  be  fully  justified  in
failing  or  refusing  to  take any action under this Agreement unless it shall
first receive such advice or  concurrence  of  the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of  taking  or continuing to take any such action.   The  Administrative  Agent
shall in all  cases be fully protected in acting, or in refraining from acting,
under any of the  Credit Documents in accordance with a request of the Required
Lenders or all of the  Lenders,  as  may  be required under this Agreement, and
such request and any action taken or failure  to  act pursuant thereto shall be
binding upon all the Lenders and all future holders of the Notes.

      SECTION 8.5   NOTICE OF DEFAULT.

      The Administrative Agent shall not be deemed  to have knowledge or notice
of  the  occurrence  of any Default or Event of Default  hereunder  unless  the
Administrative  Agent has  received  notice  from  a  Lender  or  the  Borrower
referring to this  Agreement,  describing  such Default or Event of Default and
stating on the face thereof that such notice  is a "notice of default".  In the
event that the Administrative Agent receives such  a notice, the Administrative
Agent  shall  give  prompt notice thereof to the Lenders.   The  Administrative
Agent shall take such  action  with respect to such Default or Event of Default
as shall be reasonably directed  by  the  Required  Lenders; provided, however,
that  unless  and  until  the  Administrative Agent shall  have  received  such
directions, the Administrative Agent  may  (but shall not be obligated to) take
such action, or refrain from taking such action,  with  respect to such Default
or  Event of Default as it shall deem advisable in the best  interests  of  the
Lenders  except  to the extent that this Agreement expressly requires that such
action be taken, or  not taken, only with the consent or upon the authorization
of the Required Lenders, or all of the Lenders, as the case may be.

      SECTION .   NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

      Each Lender expressly  acknowledges that neither the Administrative Agent
nor any of its officers, directors,  employees,  agents,  attorneys-in-fact  or
affiliates has made any representation or warranty to it and that no act by the
Administrative  Agent hereinafter taken, including any review of the affairs of
the Borrower, shall  be  deemed to constitute any representation or warranty by
the  Administrative  Agent to  any  Lender.   Each  Lender  represents  to  the
Administrative Agent that  it  has, independently and without reliance upon the
Administrative Agent or any other  Lender,  and  based  on  such  documents and
information  as  it  has  deemed  appropriate,  made  its own appraisal of  and
investigation  into  the business, operations, property,  financial  and  other
condition and creditworthiness  of  the  Borrower  and made its own decision to
make  its  Loans  hereunder and enter into this Agreement.   Each  Lender  also
represents  that  it   will,   independently  and  without  reliance  upon  the
Administrative Agent or any other  Lender,  and  based  on  such  documents and
information as it shall deem appropriate at the time, continue to make  its own
credit analysis, appraisals and decisions in taking or not taking action  under
this  Agreement, and to make such investigation as it deems necessary to inform
itself  as to the business, operations, property, financial and other condition
and creditworthiness  of  the  Borrower.  Except for notices, reports and other
documents  expressly  required  to   be   furnished   to  the  Lenders  by  the
Administrative Agent hereunder, the Administrative Agent  shall  not  have  any
duty  or  responsibility  to  provide  any  Lender  with  any  credit  or other
information concerning the business, operations, property, condition (financial
or  otherwise),  prospects  or  creditworthiness of the Borrower which may come
into  the  possession of the Administrative  Agent  or  any  of  its  officers,
directors, employees, agents, attorneys-in-fact or affiliates.

      SECTION 8.6   INDEMNIFICATION.

      The Lenders  agree  to indemnify the Administrative Agent in its capacity
hereunder (to the extent not  reimbursed  by  the Borrower and without limiting
the obligation of the Borrower to do so), ratably according to their respective
Commitment Percentages in effect on the date on which indemnification is sought
under  this  Section,  from and against any and all  liabilities,  obligations,
losses, damages, penalties,  actions,  judgments,  suits,  costs,  expenses  or
disbursements  of any kind whatsoever which may at any time (including, without
limitation, at any  time  following  the  payment  of the Notes) be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or  arising  out  of any Credit Document or any documents  contemplated  by  or
referred to herein  or  therein  or  the  transactions  contemplated  hereby or
thereby or any action taken or omitted by the Administrative Agent under  or in
connection  with  any of the foregoing; provided, however, that no Lender shall
be liable for the payment  of  any  portion  of  such liabilities, obligations,
losses,  damages,  penalties,  actions, judgments, suits,  costs,  expenses  or
disbursements to the extent resulting  from  the  Administrative  Agent's gross
negligence  or  willful  misconduct,  as  determined  by  a  court of competent
jurisdiction.  The agreements in this Section 8.7 shall survive the termination
of  this  Agreement  and  payment  of  the Notes and all other amounts  payable
hereunder.

      SECTION 8.7   ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

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

      SECTION 8.8   SUCCESSOR ADMINISTRATIVE AGENT.

      The Administrative Agent may resign as Administrative Agent upon 30 days'
prior notice to the Borrower and the Lenders.  The Administrative  Agent may be
compelled  to  resign  as  Administrative  Agent at the request of the Required
Lenders upon 30 days' prior notice to the Administrative Agent and the Lenders.
If the Administrative Agent shall resign as  Administrative  Agent  under  this
Agreement and the Notes, or if the Administrative Agent shall receive notice of
the  request  of  the  Required Lenders that the Administrative Agent resign as
Administrative Agent under  this  Agreement  and  the  Notes,  then  (i) within
30 days  after  delivery  of  such  notice  by  the Administrative Agent or the
Required  Lenders,  as  appropriate,  the  Required  Lenders  shall  appoint  a
successor  agent  for  the  Lenders, or (ii) if the Required  Lenders  fail  to
appoint a successor agent within  such  30 day period, the Administrative Agent
being replaced shall be entitled to appoint  a successor agent, which successor
agent,  in  either  case,  shall be approved by the  Borrower,  whereupon  such
successor  agent  shall succeed  to  the  rights,  powers  and  duties  of  the
Administrative Agent,  and  the  term  "Administrative  Agent"  shall mean such
successor  agent effective upon such appointment and approval, and  the  former
Administrative  Agent's rights, powers and duties as Administrative Agent shall
be terminated, without  any  other  or  further act or deed on the part of such
former Administrative Agent or any of the  parties  to  this  Agreement  or any
holders of the Notes.  After any retiring Administrative Agent's resignation as
Administrative  Agent,  the  provisions  of this Section 8.9 shall inure to its
benefit as to any actions taken or omitted  to  be  taken  by  it  while it was
Administrative Agent under this Agreement.


                                   ARTICLE IX

                                 MISCELLANEOUS

      SECTION 9.1   AMENDMENTS AND WAIVERS.

      Neither this Agreement, nor any of the Notes, nor any of the other Credit
Documents, nor any terms hereof or thereof may be amended, supplemented, waived
or  modified  except in accordance with the provisions of this Section 9.1  nor
may be released  except  as  specifically provided herein or in accordance with
the provisions of this Section 9.1.   The  Required  Lenders  may, or, with the
written  consent  of the Required Lenders, the Administrative Agent  may,  from
time to time, (a) enter  into with the Borrower written amendments, supplements
or modifications hereto and  to  the  other Credit Documents for the purpose of
adding  any provisions to this Agreement  or  the  other  Credit  Documents  or
changing  in  any manner the rights of the Lenders or of the Borrower hereunder
or thereunder or  (b) waive,  on  such  terms  and  conditions  as the Required
Lenders  may  specify  in  such  instrument,  any  of the requirements of  this
Agreement or the other Credit Documents or any Default  or Event of Default and
its   consequences;   provided,  however,  that  no  such  amendment,   waiver,
supplement, modification or release shall:

                  (i)   reduce  the  amount  or  extend  the  scheduled date of
            maturity of any Loan or Note or any installment thereon,  or reduce
            the  stated  rate  of  any interest or fee payable hereunder (other
            than interest at the increased  post-default  rate)  or  extend the
            scheduled  date  of  any payment thereof or increase the amount  or
            extend the expiration date of any Lender's Commitment or Commitment
            Percentage, in each case without the written consent of each Lender
            directly affected thereby, or

                  (ii)  amend,  modify   or   waive   any   provision  of  this
            Section 9.1 or reduce the percentage specified in the definition of
            Required Lenders, without the written consent of  all  the Lenders,
            or

                  (iii) amend,  modify  or  waive any provision of Article VIII
            without the written consent of the then Administrative Agent, or

                  (iv)  release any of the Guarantors  from  their  obligations
            under  the  Guaranty,  without  the  written consent of all of  the
            Lenders, or

                  (v)   amend,  modify or waive any  provision  of  the  Credit
            Documents requiring consent,  approval  or  request of the Required
            Lenders or all Lenders, without the written consent  of  all of the
            Required Lenders or Lenders as appropriate and, provided,  further,
            that no amendment, waiver or consent affecting the rights or duties
            of the Administrative Agent under any Credit Document shall  in any
            event   be   effective,   unless  in  writing  and  signed  by  the
            Administrative  Agent,  in  addition   to   the   Lenders  required
            hereinabove to take such action.

      Any such waiver, any such amendment, supplement or modification  and  any
such  release  shall  apply equally to each of the Lenders and shall be binding
upon the Borrower, the  other  Credit  Parties, the Lenders, the Administrative
Agent and all future holders of the Notes.   In  the  case  of  any waiver, the
Borrower,  the  other Credit Parties, the Lenders and the Administrative  Agent
shall be restored  to  their former position and rights hereunder and under the
outstanding Loans and Notes  and  other  Credit  Documents,  and any Default or
Event of Default waived shall be deemed to be cured and not continuing;  but no
such  waiver  shall  extend  to  any  subsequent  or  other Default or Event of
Default, or impair any right consequent thereon.

      Notwithstanding any of the foregoing to the contrary,  the consent of the
Borrower shall not be required for any amendment, modification or waiver of the
provisions   of  Article VIII  (other  than  the  provisions  of  Section 8.9);
provided, however, that the Administrative Agent will provide written notice to
the Borrower of  any  such amendment, modification or waiver.  In addition, the
Borrower and the Lenders  hereby  authorize  the Administrative Agent to modify
this Agreement by unilaterally amending or supplementing  Schedule 2.1(a)  from
time  to time in the manner requested by the Borrower, the Administrative Agent
or any  Lender in order to reflect any assignments or transfers of the Loans as
provided  for hereunder; provided, however, that the Administrative Agent shall
promptly deliver  a  copy  of  any  such  modification to the Borrower and each
Lender.

      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.

      SECTION 9.2   NOTICES.

      Except as otherwise provided in Article II,  all  notices,  requests  and
demands  to  or  upon the respective parties hereto to be effective shall be in
writing (including  by  telecopy),  and,  unless  otherwise  expressly provided
herein, shall be deemed to have been duly given or made (a) when  delivered  by
hand,  (b) when  transmitted  via  telecopy  (or other facsimile device) to the
number set out herein, (c) the 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, addressed to each
such party at the address set forth on Schedule 9.2,  or  to such other address
as may be hereafter notified by the respective parties hereto  and  any  future
holders of the Notes.

      SECTION 9.3   NO WAIVER; CUMULATIVE REMEDIES.

      No  failure  to  exercise  and no delay in exercising, on the part of the
Administrative Agent or any Lender,  any  right,  remedy,  power  or  privilege
hereunder  shall  operate  as a waiver thereof; nor shall any single or partial
exercise of any right, remedy,  power or privilege hereunder preclude any other
or further exercise thereof or the  exercise  of any other right, remedy, power
or privilege.  The rights, remedies, powers and  privileges herein provided are
cumulative  and not exclusive of any rights, remedies,  powers  and  privileges
provided by law.

      SECTION 9.4   SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

      All representations  and  warranties  made hereunder and in any document,
certificate or statement delivered pursuant hereto  or  in  connection herewith
shall survive the execution and delivery of this Agreement and  the  Notes  and
the  making of the Loans, provided that all such representations and warranties
shall terminate on the date upon which the Commitments have been terminated and
all amounts owing hereunder and under any Notes have been paid in full.

      SECTION 9.5   PAYMENT OF EXPENSES AND TAXES.

      The  Borrower agrees (a) to pay or reimburse the Administrative Agent and
Wachovia Capital  Markets, LLC for all their reasonable out-of-pocket costs and
expenses incurred in connection with the development, preparation, negotiation,
printing and execution  of,  and  any amendment, supplement or modification to,
this Agreement and the other Credit  Documents and any other documents prepared
in connection herewith or therewith, and the consummation and administration of
the   transactions  contemplated  hereby  and   thereby   (including,   without
limitation,  reasonable  field examination expenses and charges), together with
the reasonable fees and disbursements  of  counsel  to the Administrative Agent
and Wachovia Capital Markets, LLC, (b) to pay or reimburse  the  Administrative
Agent  and Wachovia Capital Markets, LLC for all their reasonable out-of-pocket
expenses  incurred  in  connection  with the arrangement and syndication of the
facilities established by this Agreement,  (c) to  pay or reimburse each Lender
and  the  Administrative  Agent  for  all  its costs and expenses  incurred  in
connection with the enforcement or preservation of any rights under, or defense
against any actions arising out of, this Agreement,  the  Notes  and  any  such
other  documents,  including,  without  limitation,  the  reasonable  fees  and
disbursements  of  counsel  to  the  Administrative  Agent  and  to the Lenders
(including  reasonable  allocated  costs  of  in-house  legal counsel),  (d) on
demand,  to  pay, indemnify, and hold each Lender and the Administrative  Agent
harmless from,  any  and  all  recording  and  filing  fees  and  any  and  all
liabilities  with  respect  to,  or  resulting from any delay in paying, stamp,
excise and other similar taxes, if any,  which  may be payable or determined to
be payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated  by,  or  any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
the  Credit Documents and any such other documents, and (e) to pay,  indemnify,
and hold  each  Lender, the Administrative Agent, Wachovia Capital Markets, LLC
and their Affiliates  harmless from and against, any and all other liabilities,
obligations, losses, damages,  penalties,  claims,  actions,  judgments, suits,
costs,  expenses or disbursements of any kind or nature whatsoever  (including,
without limitation,  reasonable  fees  and  disbursements  of  counsel  to  the
Administrative  Agent, the Lenders and Wachovia Capital Markets, LLC (including
reasonable allocated  costs  of in-house  legal counsel) and settlement costs),
with respect to the enforcement  of  the  Credit  Documents  and  the  use,  or
proposed use, of proceeds of the Loans (all of the foregoing, collectively, the
"indemnified liabilities"); provided, however, that the Borrower shall not have
any obligation hereunder to the Administrative Agent or any Lender with respect
to  indemnified  liabilities  arising  from  the  gross  negligence  or willful
misconduct of the Administrative Agent or any such Lender, as determined  by  a
court  of  competent  jurisdiction.   The  agreements in this Section 9.5 shall
survive repayment of the Loans, Notes and all other amounts payable hereunder.

      SECTION 9.6   SUCCESSORS AND ASSIGNS; PARTICIPATIONS; PURCHASING LENDERS.

            (a)   This Agreement shall be binding upon and inure to the benefit
      of  the  Borrower,  the  Lenders, the Administrative  Agent,  all  future
      holders of the Notes and their  respective successors and assigns, except
      that  the Borrower may not assign  or  transfer  any  of  its  rights  or
      obligations  under  this  Agreement or the other Credit Documents without
      the prior written consent of each Lender.

            (b)   Any Lender may,  in  the  ordinary  course  of its commercial
      banking business and in accordance with applicable law, at  any time sell
      to  one  or  more  banks or other entities ("Participants") participating
      interests in any Loan owing to such Lender, any Note held by such Lender,
      any Commitment of such  Lender,  or  any  other  interest  of such Lender
      hereunder.   In  the  event of any such sale by a Lender of participating
      interests  to  a  Participant,   such  Lender's  obligations  under  this
      Agreement to the other parties to  this Agreement shall remain unchanged,
      such Lender shall remain solely responsible  for the performance thereof,
      such Lender shall remain the holder of any such  Note  for  all  purposes
      under this Agreement, and the Borrower and the Administrative Agent shall
      continue to deal solely and directly with such Lender in connection  with
      such  Lender's  rights  and  obligations under this Agreement.  No Lender
      shall transfer or grant any participation  under  which  the  Participant
      shall have rights to approve any amendment to or waiver of this Agreement
      or  any  other  Credit  Document  except to the extent such amendment  or
      waiver would (i) extend the scheduled maturity of any Loan or Note or any
      installment thereon in which such Participant is participating, or reduce
      the stated rate or extend the time of payment of interest or fees thereon
      (except  in  connection  with  a waiver  of  interest  at  the  increased
      post-default rate) or reduce the  principal  amount  thereof, or increase
      the  amount  of the Participant's participation over the  amount  thereof
      then in effect (it being understood that a waiver of any Default or Event
      of  Default  shall   not  constitute  a  change  in  the  terms  of  such
      participation, and that  an  increase  in any Commitment or Loan shall be
      permitted  without  consent  of  any  participant  if  the  Participant's
      participation is not increased as a result  thereof), (ii) release any of
      the Guarantors from their obligations under the Guaranty or (iii) consent
      to the assignment or transfer by the Borrower  of  any  of its rights and
      obligations under this Agreement.  In the case of any such participation,
      the Participant shall not have any rights under this Agreement  or any of
      the other Credit Documents (the Participant's rights against such  Lender
      in  respect  of such participation to be those set forth in the agreement
      executed by such Lender in favor of the Participant relating thereto) and
      all amounts payable  by  the Borrower hereunder shall be determined as if
      such  Lender  had  not  sold  such   participation,  provided  that  each
      Participant  shall be entitled to the benefits  of  Sections 2.13,  2.14,
      2.15 and 9.5 with respect to its participation in the Commitments and the
      Loans outstanding  from  time  to time; provided, that (a) no Participant
      shall be entitled to receive any greater amount pursuant to such Sections
      than the transferor Lender would have been entitled to receive in respect
      of the amount of the participation  transferred by such transferor Lender
      to  such  Participant  had  no  such  transfer   occurred   and  (b) such
      Participant shall be subject to the limitations and obligations set forth
      in Sections 2.13, 2.14, 2.15 and 9.5 as if such Participant was  a Lender
      hereunder.

            (c)   Any  Lender  may,  in  the  ordinary course of its commercial
      banking business and in accordance with applicable law, at any time, sell
      or assign to any Lender or any affiliate  thereof and with the consent of
      the Administrative Agent and, so long as no  Default  or Event of Default
      has occurred and is continuing, the Borrower (in each case, which consent
      shall not be unreasonably withheld), to one or more additional  banks  or
      financial  institutions  ("Purchasing  Lenders"),  a  constant, and not a
      varying,  percentage  of  all  or any part of its rights and  obligations
      under this Agreement and the Notes  in minimum amounts of $5,000,000 with
      respect to its Commitment and its Loans  (or,  if less, the entire amount
      of  such  Lender's  obligations),  pursuant  to  a  Commitment   Transfer
      Supplement, executed by such Purchasing Lender and such transferor Lender
      (and, in the case of a Purchasing Lender that is not then a Lender  or an
      affiliate thereof, the Administrative Agent and, so long as no Default or
      Event  of  Default  has  occurred  and  is continuing, the Borrower), and
      delivered to the Administrative Agent for its acceptance and recording in
      the  Register;  provided, however, that any  sale  or  assignment  to  an
      existing Lender shall not require the consent of the Administrative Agent
      or the Borrower nor  shall  any such sale or assignment be subject to the
      minimum  assignment  amounts  specified  herein.   Upon  such  execution,
      delivery, acceptance and recording, from and after the Transfer Effective
      Date specified in such Commitment Transfer Supplement, (x) the Purchasing
      Lender thereunder shall be a party  hereto and, to the extent provided in
      such Commitment Transfer Supplement, have the rights and obligations of a
      Lender hereunder with a Commitment as  set  forth  therein,  and  (y) the
      transferor  Lender  thereunder  shall,  to  the  extent  provided in such
      Commitment  Transfer  Supplement, be released from its obligations  under
      this Agreement (and, in  the  case  of  a  Commitment Transfer Supplement
      covering all or the remaining portion of a transferor Lender's rights and
      obligations under this Agreement, such transferor  Lender  shall cease to
      be a party hereto).  Such Commitment Transfer Supplement shall  be deemed
      to  amend this Agreement to the extent, and only to the extent, necessary
      to reflect  the  addition  of  such  Purchasing  Lender and the resulting
      adjustment of Commitment Percentages arising from  the  purchase  by such
      Purchasing  Lender  of all or a portion of the rights and obligations  of
      such transferor Lender  under  this Agreement and the Notes.  On or prior
      to  the Transfer Effective Date specified  in  such  Commitment  Transfer
      Supplement,  the  Borrower, at its own expense, shall execute and deliver
      to the Administrative  Agent  in  exchange for the Notes delivered to the
      Administrative Agent pursuant to such  Commitment Transfer Supplement new
      Notes to the order of such Purchasing Lender  in  an  amount equal to the
      Commitment assumed by it pursuant to such Commitment Transfer  Supplement
      and,   unless  the  transferor  Lender  has  not  retained  a  Commitment
      hereunder,  new  Notes to the order of the transferor Lender in an amount
      equal to the Commitment  retained  by it hereunder.  Such new Notes shall
      be dated the Closing Date and shall otherwise be in the form of the Notes
      replaced thereby.  The Notes surrendered  by  the transferor Lender shall
      be  returned  by  the  Administrative  Agent  to  the   Borrower   marked
      "canceled".

            (d)   The  Administrative  Agent  shall  maintain  at  its  address
      referred  to in Section 9.2 a copy of each Commitment Transfer Supplement
      delivered to  it  and  a register (the "Register") for the recordation of
      the names and addresses  of  the  Lenders  and  the  Commitment  of,  and
      principal  amount  of  the Loans owing to, each Lender from time to time.
      The entries in the Register  shall  be  conclusive,  in  the  absence  of
      manifest  error,  and  the  Borrower,  the  Administrative  Agent and the
      Lenders  may treat each Person whose name is recorded in the Register  as
      the owner  of  the  Loan  recorded  therein  for  all  purposes  of  this
      Agreement.   The  Register  shall  be  available  for  inspection  by the
      Borrower or any Lender at any reasonable time and from time to time  upon
      reasonable prior notice.

            (e)   Upon  its  receipt  of  a  duly  executed Commitment Transfer
      Supplement,  together  with payment to the Administrative  Agent  by  the
      transferor Lender or the  Purchasing Lender, as agreed between them, of a
      registration and processing  fee  of  $3,500  for  each Purchasing Lender
      listed in such Commitment Transfer Supplement and the  Notes  subject  to
      such  Commitment  Transfer  Supplement,  the  Administrative  Agent shall
      (i) accept   such   Commitment   Transfer   Supplement,  (ii) record  the
      information  contained  therein  in the Register  and  (iii) give  prompt
      notice  of  such  acceptance  and recordation  to  the  Lenders  and  the
      Borrower.

            (f)   The  Borrower authorizes  each  Lender  to  disclose  to  any
      Participant  or  Purchasing   Lender   (each,  a  "Transferee")  and  any
      prospective Transferee any and all financial information in such Lender's
      possession  concerning the Borrower and its  Affiliates  which  has  been
      delivered to such Lender by or on behalf of the Borrower pursuant to this
      Agreement or  which  has been delivered to such Lender by or on behalf of
      the Borrower in connection  with  such  Lender's credit evaluation of the
      Borrower and its Affiliates prior to becoming  a party to this Agreement,
      in each case subject to Section 9.16.

            (g)   At the time of each assignment pursuant  to  this Section 9.6
      to a Person which is not already a Lender hereunder and which  is  not  a
      United  States  person (as such term is defined in Section 7701(a)(30) of
      the Code) for Federal  income  tax  purposes,  the  assignee Lender shall
      provide  to  the  Borrower and the Administrative Agent  the  appropriate
      Internal Revenue Service  Forms  (and, if applicable, a 2.15 Certificate)
      described in Section 2.15 and shall  be  subject  to  the  provisions  of
      Section 2.15.

            (h)   Nothing  herein  shall  prohibit  any Lender from pledging or
      assigning  any  of  its rights under this Agreement  (including,  without
      limitation, any right  to  payment  of  principal  and interest under any
      Note) to any Federal Reserve Bank in accordance with applicable laws.

      SECTION 9.7   ADJUSTMENTS; SET-OFF.

            (a)   Each Lender agrees that if any Lender (a  "benefited Lender")
      shall  at any time receive any payment of all or part of  its  Loans,  or
      interest  thereon,  or receive any collateral in respect thereof (whether
      voluntarily  or  involuntarily,   by   set-off,  pursuant  to  events  or
      proceedings of the nature referred to in Section 7.1(e), or otherwise) in
      a greater proportion than any such payment  to  or collateral received by
      any  other Lender, if any, in respect of such other  Lender's  Loans,  or
      interest  thereon, such benefited Lender shall purchase for cash from the
      other Lenders a participating interest in such portion of each such other
      Lender's Loan,  or  shall provide such other Lenders with the benefits of
      any such collateral,  or  the  proceeds thereof, as shall be necessary to
      cause such benefited Lender to share  the  excess  payment or benefits of
      such collateral or proceeds ratably with each of the  Lenders;  provided,
      however, that if all or any portion of such excess payment or benefits is
      thereafter  recovered from such benefited Lender, such purchase shall  be
      rescinded, and the purchase price and benefits returned, to the extent of
      such recovery,  but  without  interest.   The  Borrower  agrees that each
      Lender so purchasing a portion of another Lender's Loans may exercise all
      rights of payment (including, without limitation, rights of set-off) with
      respect to such portion as fully as if such Lender were the direct holder
      of such portion.

            (b)   In  addition  to  any  rights  and  remedies  of the  Lenders
      provided by law (including, without limitation, other rights of set-off),
      each  Lender shall have the right, without prior notice to the  Borrower,
      any such  notice  being  expressly  waived  by the Borrower to the extent
      permitted by applicable law, upon the occurrence of any Event of Default,
      to  setoff  and appropriate and apply any and all  deposits  (general  or
      special, time  or demand, provisional or final), in any currency, and any
      other credits, indebtedness  or  claims,  in  any  currency, in each case
      whether direct or indirect, absolute or contingent, matured or unmatured,
      at any time held or owing by such Lender or any branch  or agency thereof
      to or for the credit or the account of the Borrower, or any  part thereof
      in such amounts as such Lender may elect, against and on account  of  the
      obligations  and liabilities of the Borrower to such Lender hereunder and
      claims of every  nature  and  description  of  such  Lender  against  the
      Borrower,  in any currency, whether arising hereunder, under the Notes or
      under any documents  contemplated by or referred to herein or therein, as
      such Lender may elect, whether or not such Lender has made any demand for
      payment and although such  obligations,  liabilities  and  claims  may be
      contingent or unmatured.  The aforesaid right of set-off may be exercised
      by such Lender against the Borrower or against any trustee in bankruptcy,
      debtor in possession, assignee for the benefit of creditors, receiver  or
      execution,  judgment  or  attachment creditor of the Borrower, or against
      anyone else claiming through  or against the Borrower or any such trustee
      in  bankruptcy,  debtor  in  possession,  assignee  for  the  benefit  of
      creditors,  receiver,  or execution,  judgment  or  attachment  creditor,
      notwithstanding the fact  that  such right of set-off shall not have been
      exercised by such Lender prior to the occurrence of any Event of Default.
      Each Lender agrees promptly to notify the Borrower and the Administrative
      Agent  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.

      SECTION 9.8   TABLE OF CONTENTS AND SECTION HEADINGS.

      The table of contents and  the Section and subsection headings herein are
intended  for  convenience  only  and  shall  be  ignored  in  construing  this
Agreement.

      SECTION 9.9   COUNTERPARTS.

      This Agreement may be executed  by  one  or  more  of the parties to this
Agreement on any number of separate counterparts, and all  of said counterparts
taken  together shall be deemed to constitute one and the same  instrument.   A
set of the  copies  of this Agreement signed by all the parties shall be lodged
with the Borrower and the Administrative Agent.

      SECTION 9.10   EFFECTIVENESS.

      This Agreement  shall  become  effective  on the date on which all of the
parties have signed a copy hereof (whether the same  or  different  copies) and
shall  have  delivered  the  same  to  the  Administrative  Agent  pursuant  to
Section 9.2  or,  in  the  case  of  the  Lenders,  shall  have  given  to  the
Administrative Agent written, telecopied or telex notice (actually received) at
such office that the same has been signed and mailed to it.

      SECTION 9.11   SEVERABILITY.

      Any  provision  of this Agreement which is prohibited or unenforceable in
any jurisdiction shall,  as  to such jurisdiction, be ineffective to the extent
of  such prohibition or unenforceability  without  invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or  unenforceability  in  any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      SECTION 9.12   INTEGRATION.

      This Agreement and the Notes represent the agreement of the Borrower, the
Administrative Agent and the Lenders with respect to the subject matter hereof,
and  there  are no promises, undertakings, representations or warranties by the
Administrative Agent, the Borrower or any Lender relative to the subject matter
hereof not expressly set forth or referred to herein or in the Notes.

      SECTION 9.13   GOVERNING LAW.

      This Agreement  and  the  Notes  and  the  rights  and obligations of the
parties under this Agreement and the Notes shall be governed  by, and construed
and interpreted in accordance with, the law of the State of North Carolina.

      SECTION 9.14   CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

      All  judicial proceedings brought against the Borrower and/or  any  other
Credit Party  with  respect  to  this  Agreement,  any Note or any of the other
Credit  Documents  may be brought in any state or federal  court  of  competent
jurisdiction in the  State of North Carolina, and, by execution and delivery of
this Agreement, each of  the Borrower and the other Credit Parties accepts, for
itself and in connection with  its  properties,  generally and unconditionally,
the non-exclusive jurisdiction of the aforesaid courts  and  irrevocably agrees
to  be  bound  by any final judgment rendered thereby in connection  with  this
Agreement from which  no  appeal  has  been taken or is available.  Each of the
Borrower and the other Credit Parties irrevocably  agrees  that  all service of
process in any such proceedings in any such court may be effected  by mailing a
copy thereof by registered or certified mail (or any substantially similar form
of mail), postage prepaid, to it at its address set forth in Section 9.2  or at
such  other  address of which the Administrative Agent shall have been notified
pursuant thereto,  such  service  being  hereby  acknowledged  by  each  of the
Borrower  and  the other Credit Parties to be effective and binding service  in
every  respect.    Each   of  the  Borrower,  the  other  Credit  Parties,  the
Administrative  Agent  and  the   Lenders  irrevocably  waives  any  objection,
including, without limitation, any objection to the laying of venue or based on
the grounds of forum non conveniens  which  it may now or hereafter have to the
bringing of any such action or proceeding in  any  such  jurisdiction.  Nothing
herein shall affect the right to serve process in any other manner permitted by
law  or  shall limit the right of any Lender to bring proceedings  against  the
Borrower or the other Credit Parties in the court of any other jurisdiction.

      SECTION 9.15   ARBITRATION.

            (a)   Notwithstanding   the   provisions  of  Section 9.14  to  the
      contrary, upon demand of any party hereto,  whether made before or within
      three (3)  months  after  institution  of  any judicial  proceeding,  any
      dispute, claim or controversy arising out of,  connected with or relating
      to  this  Agreement  and other Credit Documents ("Disputes")  between  or
      among parties to this  Agreement shall be resolved by binding arbitration
      as provided herein.  Institution of a judicial proceeding by a party does
      not  waive  the right of that  party  to  demand  arbitration  hereunder.
      Disputes may  include,  without  limitation,  tort claims, counterclaims,
      disputes as to whether a matter is subject to arbitration, claims brought
      as class actions, claims arising from Credit Documents  executed  in  the
      future,  or  claims  arising  out  of  or  connected with the transaction
      reflected by this Agreement.

            Arbitration shall be conducted under and governed by the Commercial
      Arbitration Rules (the "Arbitration Rules")  of  the American Arbitration
      Association  (the "AAA") and Title 9 of the U.S. Code.   All  arbitration
      hearings shall  be  conducted  in  Charlotte,  North Carolina.  A hearing
      shall  begin within 90 days of demand for arbitration  and  all  hearings
      shall be concluded within 120 days of demand for arbitration.  These time
      limitations  may not be extended unless a party shows cause for extension
      and then no more  than  a  total  extension  of  60 days.   The expedited
      procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be
      applicable to claims of less than $1,000,000.  All applicable statutes of
      limitation shall apply to any Dispute.  A judgment upon the award  may be
      entered  in any court having jurisdiction.  Arbitrators shall be licensed
      attorneys  selected  from  the  Commercial  Financial Dispute Arbitration
      Panel of the AAA.  The parties hereto do not  waive applicable Federal or
      state substantive law except as provided herein.

            (b)   Notwithstanding the preceding binding arbitration provisions,
      the Administrative Agent, the Lenders, the Borrower  and the other Credit
      Parties agree to preserve, without diminution, certain  remedies that the
      Administrative  Agent  on  behalf of the Lenders may employ  or  exercise
      freely, independently or in  connection with an arbitration proceeding or
      after an arbitration action is  brought.   The  Administrative  Agent  on
      behalf  of  the  Lenders  shall have the right to proceed in any court of
      proper  jurisdiction  or  by  self-help  to  exercise  or  prosecute  the
      following  remedies, as and if applicable  (i) all  rights  to  foreclose
      against any  real  or personal property or other security by exercising a
      power of sale granted  under  Credit Documents or under applicable law or
      by judicial foreclosure and sale,  including  a proceeding to confirm the
      sale; (ii) all rights of self-help including peaceful  occupation of real
      property  and  collection of rents, set-off, and peaceful  possession  of
      personal property;  (iii) obtaining  provisional  or  ancillary  remedies
      including  injunctive  relief,  sequestration,  garnishment,  attachment,
      appointment  of receiver and filing an involuntary bankruptcy proceeding;
      and  (iv) when   applicable,   a  judgment  by  confession  of  judgment.
      Preservation of these remedies does  not limit the power of an arbitrator
      to grant similar remedies that may be requested by a party in a Dispute.

            (c)   The parties hereto agree that they shall not have a remedy of
      punitive or exemplary damages against the other in any Dispute and hereby
      waive any right or claim to punitive or  exemplary  damages they have now
      or which may arise in the future in connection with any  Dispute  whether
      the Dispute is resolved by arbitration or judicially.

            (d)   By  execution  and  delivery  of  this Agreement, each of the
      parties hereto accepts, for itself and in connection with its properties,
      generally and unconditionally, the non-exclusive jurisdiction relating to
      any  arbitration  proceedings conducted under the  Arbitration  Rules  in
      Charlotte, North Carolina and irrevocably agrees to be bound by any final
      judgment rendered thereby in connection with this Agreement from which no
      appeal has been taken or is available.

      SECTION 9.16   CONFIDENTIALITY.

      The Administrative  Agent and each of the Lenders agrees that it will use
its best efforts not to disclose  without  the  prior  consent  of the Borrower
(other  than  to its employees, affiliates, auditors or counsel or  to  another
Lender) any information  with  respect to the Credit Parties which is furnished
pursuant  to  this  Agreement, any  other  Credit  Document  or  any  documents
contemplated by or referred to herein or therein and which is designated by the
Borrower to the Lenders  in  writing  as  confidential  or  as  to  which it is
otherwise  reasonably  clear  such  information is not public, except that  any
Lender may disclose any such information  (a) as has become generally available
to  the  public  other than by a breach of this  Section 9.16,  (b) as  may  be
required or appropriate  in any report, statement or testimony submitted to any
municipal,  state  or federal  regulatory  body  having  or  claiming  to  have
jurisdiction over such  Lender  or  to the Federal Reserve Board or the Federal
Deposit Insurance Corporation or the  OCC  or the NAIC or similar organizations
(whether in the United States or elsewhere)  or their successors, (c) as may be
required or appropriate in response to any summons  or  subpoena  or  any  law,
order,  regulation  or ruling applicable to such Lender, (d) to any prospective
Participant or assignee  in  connection with any contemplated transfer pursuant
to Section 9.6, provided that  such prospective transferee shall have been made
aware of this Section 9.16 and shall  have agreed to be bound by its provisions
as if it were a party to this Agreement,  (e) to  Gold Sheets and other similar
bank trade publications, such information to consist  of  deal  terms and other
information  regarding  the  credit  facilities  evidenced  by  this  Agreement
customarily  found  in  such  publications,  or  (f)  in  connection  with  any
litigation  to  which  such  Person  or  any  of its affiliates may be a party,
whether to defend itself, reduce its liability,  protect or exercise any of its
claims, rights, remedies or interests under or in  connection  with  the Credit
Documents  or  any  Lender  Hedging  Agreement,  or otherwise.  Notwithstanding
anything herein to the contrary, the Administrative  Agent  and each Lender may
disclose  without limitation of any kind any information with  respect  to  the
"tax treatment"  and  "tax  structure"  (in  each  case,  within the meaning of
Treasury  Regulation Section 1.6011-4) of the transactions contemplated  hereby
and all materials  of  any kind (including opinions or other tax analyses) that
are provided to the Administrative  Agent  or  such Lender relating to such tax
treatment and tax structure; provided that with  respect  to  any  document  or
similar  item  that  in  either  case  contains  information concerning the tax
treatment  or tax structure of the transaction as well  as  other  information,
this sentence shall only apply to such portions of the document or similar item
that relate to the tax treatment or tax structure of the Loans and transactions
contemplated hereby.

      SECTION 9.17   ACKNOWLEDGMENTS.

      The Borrower and the other Credit Parties each hereby acknowledges that:

            (a)   it  has been advised by counsel in the negotiation, execution
      and delivery of each Credit Document;

            (b)   neither  the  Administrative  Agent  nor  any  Lender has any
      fiduciary  relationship with or duty to the Borrower or any other  Credit
      Party arising  out  of  or  in  connection  with  this  Agreement and the
      relationship between Administrative Agent and Lenders, on  one  hand, and
      the  Borrower  and  the  other  Credit  Parties,  on  the  other hand, in
      connection herewith is solely that of debtor and creditor; and

            (c)   no  joint  venture  exists  among  the  Lenders or among  the
      Borrower or the other Credit Parties and the Lenders.

      SECTION 9.18   WAIVERS OF JURY TRIAL.

      TO THE EXTENT PERMITTED BY LAW, THE BORROWER, THE OTHER  CREDIT  PARTIES,
THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE,  TO  THE  EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING  RELATING  TO  THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
AND FOR ANY COUNTERCLAIM THEREIN.


                                   ARTICLE X

                                   GUARANTY

      SECTION 10.1   THE GUARANTY.

      In order to induce the Lenders to enter into this Agreement and to extend
credit hereunder and in recognition of  the  direct  benefits to be received by
the Guarantors from the Extensions of Credit hereunder,  each of the Guarantors
hereby agrees with the Administrative Agent and the Lenders  as  follows:  each
Guarantor   hereby   unconditionally  and  irrevocably  jointly  and  severally
guarantees as primary  obligor  and  not  merely  as surety the full and prompt
payment when due, whether upon maturity, by acceleration  or  otherwise, of any
and  all  indebtedness  of  the  Borrower to the Administrative Agent  and  the
Lenders.   If  any  or  all  of  the  indebtedness   of  the  Borrower  to  the
Administrative  Agent and the Lenders becomes due and payable  hereunder,  each
Guarantor  unconditionally   promises   to   pay   such   indebtedness  to  the
Administrative Agent and the Lenders, or order, on demand,  together  with  any
and  all  reasonable expenses which may be incurred by the Administrative Agent
or the Lenders  in collecting any of the indebtedness.  The word "indebtedness"
is used in this Article X  in its most comprehensive sense and includes any and
all advances, debts, obligations  and  liabilities  of  the Borrower arising in
connection  with this Agreement, in each case, heretofore,  now,  or  hereafter
made, incurred  or  created,  whether voluntarily or involuntarily, absolute or
contingent, liquidated or unliquidated,  determined or undetermined, whether or
not  such  indebtedness  is  from time to time  reduced,  or  extinguished  and
thereafter  increased  or  incurred,   whether   the  Borrower  may  be  liable
individually  or  jointly  with  others,  whether  or not  recovery  upon  such
indebtedness may be or hereafter become barred by any  statute  of limitations,
and  whether  or  not  such  indebtedness  may be or hereafter become otherwise
unenforceable.

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

      SECTION 10.2   BANKRUPTCY.

      Additionally,  each  of the Guarantors  unconditionally  and  irrevocably
guarantees jointly and severally the payment of any and all indebtedness of the
Borrower to the Lenders whether  or not due or payable by the Borrower upon the
occurrence   of   any   of  the  events  specified   in   Section 7.1(e),   and
unconditionally promises  to  pay such indebtedness to the Administrative Agent
for the account of the Lenders,  or  order,  on  demand, in lawful money of the
United States.  Each of the Guarantors further agrees  that  to the extent that
the Borrower or a Guarantor shall make a payment or a transfer  of  an interest
in  any  property  to the Administrative Agent or any Lender, which payment  or
transfer or any part  thereof  is  subsequently  invalidated,  declared  to  be
fraudulent  or  preferential,  or  otherwise  is avoided, and/or required to be
repaid  to  the  Borrower  or a Guarantor, the estate  of  the  Borrower  or  a
Guarantor, a trustee, receiver  or  any  other  party under any bankruptcy law,
state or federal law, common law or equitable cause, then to the extent of such
avoidance or repayment, the obligation or part thereof intended to be satisfied
shall be revived and continued in full force and  effect as if said payment had
not been made.

      SECTION 10.3   NATURE OF LIABILITY.

      The liability of each Guarantor hereunder is exclusive and independent of
any security for or other guaranty of the indebtedness  of the Borrower whether
executed by any such Guarantor, any other guarantor or by  any other party, and
no  Guarantor's  liability hereunder shall be affected or impaired  by  (a) any
direction as to application  of  payment by the Borrower or by any other party,
or (b) any other continuing or other guaranty, undertaking or maximum liability
of a guarantor or of any other party as to the indebtedness of the Borrower, or
(c) any payment on or in reduction  of  any such other guaranty or undertaking,
or  (d) any  dissolution,  termination  or  increase,  decrease  or  change  in
personnel by the Borrower, or (e) any payment  made to the Administrative Agent
or  the  Lenders  on the indebtedness which the Administrative  Agent  or  such
Lenders  repay  the  Borrower  pursuant  to  court  order  in  any  bankruptcy,
reorganization, arrangement,  moratorium or other debtor relief proceeding, and
each of the Guarantors waives any  right to the deferral or modification of its
obligations hereunder by reason of any such proceeding.

      SECTION 10.4   INDEPENDENT OBLIGATION.

      The  obligations  of each Guarantor  hereunder  are  independent  of  the
obligations of any other  guarantor  or  the Borrower, and a separate action or
actions may be brought and prosecuted against  each  Guarantor  whether  or not
action  is  brought against any other guarantor or the Borrower and whether  or
not any other  Guarantor  or  the  Borrower  is  joined  in  any such action or
actions.

      SECTION 10.5   AUTHORIZATION.

      Each  of  the  Guarantors  authorizes the Administrative Agent  and  each
Lender without notice or demand (except  as  shall  be  required  by applicable
statute and cannot be waived), and without affecting or impairing its liability
hereunder,  from  time  to  time  to  (a) renew,  compromise, extend, increase,
accelerate or otherwise change the time for payment of, or otherwise change the
terms  of  the  indebtedness  or  any  part  thereof  in accordance  with  this
Agreement, including any increase or decrease of the rate  of interest thereon,
(b) take  and  hold  security  from  any guarantor or any other party  for  the
payment of the Guaranty or the indebtedness  and  exchange,  enforce  waive and
release  any  such  security,  (c) apply such security and direct the order  or
manner of sale thereof as the Administrative  Agent  and  the  Lenders in their
discretion  may  determine  and  (d) release  or  substitute  any  one or  more
endorsers, guarantors, the Borrower or other obligors.

      SECTION 10.6   RELIANCE.

      It  is  not  necessary  for  the  Administrative Agent or the Lenders  to
inquire into the capacity or powers of the Borrower or the officers, directors,
members, partners or agents acting or purporting  to act on its behalf, and any
indebtedness made or created in reliance upon the professed  exercise  of  such
powers shall be guaranteed hereunder.

      SECTION 10.7   WAIVER.

            (a)   Each  of  the Guarantors waives any right (except as shall be
      required by applicable  statute  and  cannot  be  waived)  to require the
      Administrative  Agent or any Lender to (i) proceed against the  Borrower,
      any other guarantor  or  any other party, (ii) proceed against or exhaust
      any security held from the  Borrower,  any  other  guarantor or any other
      party, or (iii) pursue any other remedy in the Administrative  Agent's or
      any Lender's power whatsoever.  Each of the Guarantors waives any defense
      based  on  or  arising  out  of  any  defense  of the Borrower, any other
      guarantor  or  any  other  party  other  than  payment  in  full  of  the
      indebtedness,  including  without  limitation  any defense  based  on  or
      arising out of the disability of the Borrower, any other guarantor or any
      other  party,  or the unenforceability of the indebtedness  or  any  part
      thereof from any  cause, or the cessation from any cause of the liability
      of the Borrower other  than payment in full of the indebtedness.  Without
      limiting the generality  of the provisions of this Article X, each of the
      Guarantors hereby specifically  waives  the  benefits  of N.C. Gen. Stat.
      {section} 26-7 through 26-9, inclusive.  The Administrative  Agent or any
      of  the Lenders may, at their election, exercise any right or remedy  the
      Administrative  Agent and any Lender may have against the Borrower or any
      other party, or any  security,  without affecting or impairing in any way
      the  liability  of  any Guarantor hereunder  except  to  the  extent  the
      indebtedness has been  paid.   Each  of the Guarantors waives any defense
      arising out of any such election by the  Administrative Agent and each of
      the Lenders, even though such election operates  to  impair or extinguish
      any right of reimbursement or subrogation or other right or remedy of the
      Guarantors against the Borrower or any other party.

            (b)   Each of the Guarantors waives all presentments,  demands  for
      performance,  protests  and notices, including without limitation notices
      of nonperformance, notice  of  protest,  notices  of dishonor, notices of
      acceptance  of  the Guaranty, and notices of the existence,  creation  or
      incurring of new  or additional indebtedness.  Each Guarantor assumes all
      responsibility for  being  and  keeping itself informed of the Borrower's
      financial condition and assets, and  of  all  other circumstances bearing
      upon the risk of nonpayment of the indebtedness and the nature, scope and
      extent of the risks which such Guarantor assumes  and  incurs  hereunder,
      and  agrees  that  neither the Administrative Agent nor any Lender  shall
      have  any duty to advise  such  Guarantor  of  information  known  to  it
      regarding such circumstances or risks.

            (c)   Each of the Guarantors hereby agrees it will not exercise any
      rights of subrogation which it may at any time otherwise have as a result
      of the  Guaranty  (whether  contractual,  under  Section 509  of the U.S.
      Bankruptcy  Code, or otherwise) to the claims of the Lenders against  the
      Borrower or any other guarantor of the indebtedness of the Borrower owing
      to the Lenders  (collectively,  the "Other Parties") and all contractual,
      statutory  or  common  law  rights  of   reimbursement,  contribution  or
      indemnity from any Other Party which it may at any time otherwise have as
      a result of the Guaranty until such time as  the  Loans  hereunder  shall
      have  been  paid  and  the Commitments have been terminated.  Each of the
      Guarantors hereby further agrees not to exercise any right to enforce any
      other remedy which the Administrative  Agent  and the Lenders now have or
      may hereafter have against any Other Party, any  endorser  or  any  other
      guarantor of all or any part of the indebtedness of the Borrower and  any
      benefit  of,  and any right to participate in, any security or collateral
      given to or for  the  benefit  of  the  Lenders  to secure payment of the
      indebtedness of the Borrower until such time as the Loans hereunder shall
      have been paid and the Commitments have been terminated.

      SECTION 10.8   LIMITATION ON ENFORCEMENT.

      The Lenders agree that the Guaranty may be enforced only by the action of
the Administrative Agent acting upon the instructions of  the  Required Lenders
and that no Lender shall have any right individually to seek to  enforce  or to
enforce  the  Guaranty,  it  being  understood  and agreed that such rights and
remedies may be exercised by the Administrative Agent  for  the  benefit of the
Lenders under the terms of this Agreement.  The Lenders further agree that this
Guaranty  may  not  be  enforced  against  any  director, officer, employee  or
stockholder of the Guarantors.

      SECTION 10.9   CONFIRMATION OF PAYMENT.

      The Administrative Agent and the Lenders will, upon request after payment
of the indebtedness and obligations which are the  subject  of the Guaranty and
termination of the Commitments relating thereto, confirm to the  Borrower,  the
Guarantors or any other Person that such indebtedness and obligations have been
paid and the Commitments relating thereto terminated, subject to the provisions
of Section 10.2.



<PAGE>


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


BORROWER:                           DIMON INCORPORATED


                                    By: /s/James A. Cooley
                                    Name: James A. Cooley
                                    Title: Senior Vice President - CFO


                                    By: /s/Ritchie L. Bond
                                    Name: Ritchie L. Bond
                                    Title: Senior Vice President - Treasurer


GUARANTORS:                         [NONE]

                             [signatures continue]





                                                            CREDIT AGREEMENT

<PAGE>




ADMINISTRATIVE AGENT
AND LENDERS:                        WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent and as a Lender


                                    By: /s/Jeffrey M. Foley
                                    Name: Jeffrey M. Foley
                                    Title: Vice President


                             [signatures continue]





                                                            CREDIT AGREEMENT

<PAGE>


                                    ING BANK N.V., London Branch,
                                    as a Lender


                                    By: /s/A.J. Houlding
                                    Name: A.J. Houlding
                                    Title: Director


                                    By: /s/P. Mitchell
                                    Name: P. Mitchell
                                    Title: Vice President

                             [signatures continue]



<PAGE>


                                    DEUTSCHE BANK LUXEMBOURG S.A.,
                                    as a Lender


                                    By: /s/Johannes Philippi
                                    Name: Johannes Philippi
                                    Title: Vice President


                                    By: /s/Astrid Breyer-Simski
                                    Name: Astrid Breyer-Simski
                                    Title: Vice President


                             [signatures continue]



<PAGE>


                                    FORTIS CAPITAL CORP.,
                                    as a Lender


                                    By: /s/Edward Aldrich
                                    Name: Edward Aldrich
                                    Title: Director


                                    By: /s/C. Reynolds
                                    Name: C. Reynolds
                                    Title: Senior Vice President

                             [signatures continue]



<PAGE>


                                    NATEXIS BANQUES POPULAIRES,
                                    as a Lender


                                    By: /s/Guillaume de Parscau
                                    Name: Guillaume de Parscau
                                    Title: First Vice President & Manager


                                    By: /s/Stephen A. Jendras
                                    Name: Stephen A. Jendras
                                    Title: Vice President


                             [signatures continue]



<PAGE>


                                    AGFIRST FARM CREDIT BANK,
                                    as a Lender


                                    By: /s/Bruce B. Fortner
                                    Name: Bruce B. Fortner
                                    Title: Vice President


                             [signatures continue]



<PAGE>


                                    AGSTAR FINANCIAL SERVICES, PCA,
                                    as a Lender


                                    By: /s/Lee Fuchs
                                    Name: Lee Fuchs
                                    Title: Vice President


                           [end of signature pages]