<PAGE>   1
                                                                EXHIBIT 10.15(a)

                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT (this "Agreement") is made and entered into as of
December 11, 1997, among INDUSTRIAL DISTRIBUTION GROUP, INC., a Delaware
corporation (the "Borrower"), the lending institutions listed on the signature
pages of this Agreement and each other lending institution becoming a "Lender"
hereunder as provided herein (collectively, the "Lenders"), and THE FIRST
NATIONAL BANK OF CHICAGO, a national banking association with its principal
office in Chicago, Illinois, as agent for the Lenders (in such capacity, the
"Agent") and as the issuing bank for the "Facility LCs" as provided herein (in
such capacity, the "LC Issuer").

         The Borrower has requested the Lenders to extend credit in the form of
Loans (such term and each other capitalized term used but not defined herein
having the meaning given to it in Article I) and Facility LCs at any time and
from time to time on or after the Closing Date and prior to the Facility
Termination Date, in an aggregate principal amount at any time outstanding not
in excess of Seventy-Five Million Dollars ($75,000,000). The Lenders are willing
to extend such credit to the Borrower, and the LC Issuer is willing to issue
such LCs for the account of the Borrower, on the terms and subject to the
conditions set forth herein. Accordingly, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

         As used in this Agreement:

         "ACQUISITION" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Borrower or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or limited liability
company, or division thereof, whether through purchase of assets, merger or
otherwise, (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power
only by reason of the happening of a contingency) or a majority (by percentage
or voting power) of the outstanding ownership interests of a partnership or
limited liability company, or (iii) enters into a joint venture, licensing
agreement, or other similar alliance in order to pursue new business
opportunities.

         "ACTIVE SUBSIDIARY" means any Subsidiary with assets in excess of $1000
(as measured as at the end of the most recent fiscal quarter of the Borrower)
and revenues in excess of $10,000 (as measured for the most recent period of
four complete consecutive fiscal quarters of the Borrower).


<PAGE>   2

         "ADJUSTED CONSOLIDATED EBITDA" for any period means Consolidated EBITDA
for such period calculated on a pro forma basis assuming that each Acquisition
made by the Borrower or any of its Subsidiaries after the first day of such
period had occurred on the first day of such period.

         "ADVANCE" means a borrowing hereunder (or conversion or continuation
thereof) consisting of the aggregate amount of the several Loans made on the
same Borrowing Date (or date of conversion or continuation) by the Lenders to
the Borrower of the same Type and, in the case of Eurodollar Advances, for the
same Interest Period.

         "AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

         "AGENT" means The First National Bank of Chicago in its capacity as
contractual representative of the Lenders pursuant to Article X, and not in its
individual capacity as a Lender, and any successor Agent appointed pursuant to
Article X.

         "AGREED SWING LINE RATE" is defined in Section 2.12.1.

         "AGGREGATE OUTSTANDING LC EXPOSURE" means, as of any day, the aggregate
of the Outstanding LC Exposure of all of the Lenders.

         "AGGREGATE OUTSTANDING CREDIT EXPOSURE" means, as of any day, the
aggregate of the Outstanding Credit Exposure of all of the Lenders.

         "AGGREGATE REVOLVING COMMITMENT" means the aggregate of the Revolving
Commitments of all the Lenders, which amount as of the Closing Date is
$75,000,000, as such amount may be reduced from time to time pursuant to the
terms hereof.

         "AGREEMENT" means this Credit Agreement, as it may be amended,
supplemented and restated and in effect from time to time.

         "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4.

         "ALTERNATE BASE RATE" means, for any day, a rate of interest per annum
equal to the higher of (i) the Corporate Base Rate for such day and (ii) the sum
of the Federal Funds Effective Rate for such day plus 1/2% per annum.


                                     Page 2
<PAGE>   3

         "APPLICABLE FEE RATE" means, at any time, the percentage rate per annum
at which Commitment Fees are accruing on the Available Aggregate Commitment at
such time as set forth in the Pricing Schedule.

         "APPLICABLE MARGIN" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

         "ARRANGER" means First Chicago Capital Markets, Inc., a Delaware
corporation, and its successors, in its capacity as arranger of the credit
facilities made available to the Borrower in this Agreement.

         "ARTICLE" means an article of this Agreement unless another document is
specifically referenced.

         "AUTHORIZED OFFICER" means any of the President, the Chief Executive
Officer, or the Chief Financial Officer of the Borrower, acting singly.

         "AVAILABLE AGGREGATE COMMITMENT" means, for any day, the Aggregate
Revolving Commitment then in effect minus the sum (without duplication) of (i)
the aggregate principal amount of outstanding Advances and Swing Line Loans, and
(ii) the Aggregate Outstanding LC Exposure.

         "BORROWER" means Industrial Distribution Group, Inc., a Delaware
corporation, and its successors and permitted assigns.

         "BORROWER CREDIT DOCUMENTS" means this Agreement, any and all Notes,
any and all Facility LC Application Agreements, and the Borrower Pledge
Agreement.

         "BORROWER PLEDGE AGREEMENT" means the Pledge and Security Agreement
executed by the Borrower in favor of the Agent for the ratable benefit of the
Lenders, substantially in the form of Exhibit H, as the same may be amended,
supplemented, and restated from time to time.

         "BORROWER PLEDGE AGREEMENT SUPPLEMENT" means each Supplement to the
Borrower Pledge Agreement in the form of Annex I attached thereto, executed by
the Borrower in favor of the Agent for the ratable benefit of the Lenders
pursuant to the requirements of Section 6.23.

         "BORROWING DATE" means a date on which an Advance is made hereunder.

         "BORROWING NOTICE" is defined in Section 2.8.


                                     Page 3
<PAGE>   4

         "BUSINESS DAY" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago and New York for the conduct of
substantially all of their commercial lending activities and on which dealings
in United States dollars are carried on in the London interbank market and (ii)
for all other purposes, a day (other than a Saturday or Sunday) on which banks
generally are open in Chicago for the conduct of substantially all of their
commercial lending activities.

         "CAPITAL EXPENDITURES" means, without duplication, any expenditures for
any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with Agreement Accounting Principles.

         "CAPITAL STOCK" means any nonredeemable capital stock (or in the case
of a partnership or limited liability company, the partners' or members'
equivalent equity interests) of the Borrower or any of its Subsidiaries (to the
extent issued to a Person other than the Borrower), whether common or preferred.

         "CAPITALIZED LEASE" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "CASH EQUIVALENT INVESTMENTS" means (i) short-term obligations of, or
fully guaranteed by, the United States of America, (ii) commercial paper rated
A-1 or better by S&P or P-1 or better by Moody's, (iii) demand deposit accounts
maintained in the ordinary course of business, and (iv) certificates of deposit
issued by and time deposits with commercial banks (whether domestic or foreign)
having capital and surplus in excess of $100,000,000, in either case maturing
not later than one year after deposit; provided in each case that the same
provides for payment of both principal and interest (and not principal alone or
interest alone) and is not subject to any contingency regarding the payment of
principal or interest.

         "CHANGE" is defined in Section 3.2.

         "CHANGE IN CONTROL" means the acquisition after the date of this
Agreement by any Person, or two or more Persons acting in concert, of beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934) of 20% or more of the
outstanding shares of Voting Stock of the Borrower.



                                     Page 4
<PAGE>   5

         "CLOSING DATE" means the date on which all conditions set forth in
Section 4.1 have been satisfied or waived in writing by the Required Lenders.

         "CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "COLLATERAL" means, collectively, the "Collateral" as defined in the
Borrower Pledge Agreement and the Subsidiary Pledge Agreement.

         "COLLATERAL DOCUMENTS" means, collectively, the Borrower Pledge
Agreement, the Subsidiary Guaranty, the Contribution Agreement, and the
Subsidiary Pledge Agreement.

         "COMMITMENT FEES" is defined in Section 2.5.

         "CONSOLIDATED EBITDA" means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated
Interest Expense, (ii) expense for current federal, state and local income taxes
paid or accrued, and (iii) depreciation, amortization and all other non-cash
charges, minus, to the extent added in determining Consolidated Net Income, (A)
non-recurring items such as gains on sale of assets or extraordinary items, (B)
earnings from discontinued businesses, (C) any non-cash gains, and (D) the
income of any Affiliate or other Person (other than a Subsidiary of the
Borrower) in which any Person (other than the Borrower or any of its
Subsidiaries) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to the Borrower or any of its
Subsidiaries by such Affiliate or other Person during such period.

         "CONSOLIDATED INDEBTEDNESS" means at any time the Indebtedness of the
Borrower and its Subsidiaries calculated on a consolidated basis as of such
time.

         "CONSOLIDATED INTEREST EXPENSE" means, with reference to any period,
the interest expense of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period.

         "CONSOLIDATED NET INCOME" means, with reference to any period, the net
income (or loss) of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period.

         "CONSOLIDATED NET WORTH" means at any time the stockholders' equity of
the Borrower and its Subsidiaries calculated on a consolidated basis as of such
time.

         "CONSOLIDATED RENTALS" means, with reference to any period, the Rentals
of the Borrower and its Subsidiaries calculated on a consolidated basis for such
period.

         "CONTINGENT OBLIGATION" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or 



                                     Page 5
<PAGE>   6

working capital or other financial condition of any other Person, or otherwise
assures any creditor of such other Person against loss, including, without
limitation, any comfort letter, operating agreement or take-or-pay contract.

         "CONTRIBUTION AGREEMENT" means the Contribution Agreement among those
Subsidiaries that are parties to the Subsidiary Guaranty, the Borrower, and the
Agent, substantially in the form of Exhibit G, as the same may be amended,
supplemented and restated from time to time.

         "CONTRIBUTION AGREEMENT SUPPLEMENT" means each Supplement to the
Contribution Agreement in the form of Annex I attached thereto, executed by a
Subsidiary of the Borrower pursuant to the requirements of Section 6.20.

         "CONTROLLED GROUP" means all members of a controlled group of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common control which, together with the Borrower or any
of its Subsidiaries, are treated as a single employer under Section 414 of the
Code.

         "CONVERSION/CONTINUATION NOTICE" is defined in Section 2.9.

         "CORPORATE BASE RATE" means a rate per annum equal to the corporate
base rate of interest announced by First Chicago from time to time, changing
when and as said corporate base rate changes.

         "CREDIT DOCUMENTS" means, collectively, the Borrower Credit Documents,
the Subsidiary Credit Documents, and the Contribution Agreement.

         "CREDIT EXTENSION" means either the making of an Advance or the
issuance of a Facility LC hereunder.

         "CREDIT EXTENSION DATE" means the Borrowing Date for an Advance or the
issuance date for a Facility LC hereunder.

         "DEFAULT" means an event described in Article VII.

         "DOMESTIC ACTIVE SUBSIDIARY" is defined in Section 6.20.

         "ENVIRONMENTAL LAWS" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land, or (iv)



                                     Page 6
<PAGE>   7

the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous substances or
wastes or the clean-up or other remediation thereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

         "EURODOLLAR ADVANCE" means an Advance which bears interest at the
applicable Eurodollar Rate.

         "EURODOLLAR BASE RATE" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the rate determined by the Agent to be the rate at
which First Chicago offers to place deposits in U.S. dollars with first-class
banks in the London interbank market at approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period, in the
approximate amount of First Chicago's relevant Eurodollar Loan and having a
maturity approximately equal to such Interest Period.

         "EURODOLLAR LOAN" means a Loan which bears interest at the applicable
Eurodollar Rate.

         "EURODOLLAR RATE" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the Applicable Margin. The Eurodollar Rate shall be rounded to the next
higher multiple of 1/16 of 1% if the rate is not such a multiple.

         "EXCLUDED TAXES" means, in the case of each Lender or applicable
Lending Installation and the Agent, taxes imposed on its overall net income, and
franchise or branch profit taxes imposed on it, by (i) the jurisdiction under
the laws of which such Lender or the Agent is incorporated or organized or (ii)
the jurisdiction in which the Agent's or such Lender's principal executive
office or such Lender's applicable Lending Installation is located.

         "EXHIBIT" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "EXISTING CREDIT AGREEMENTS" means, collectively, (i) Commercial
Security Agreement dated February 1, 1996 by and between United States National
Bank of Oregon and Associated Suppliers, Inc. for a revolving line of credit in
the original amount of $3,500,000; (ii) Commercial Security Agreement dated
March 19, 1997 by and between United States National Bank of Oregon and
Associated Suppliers, Inc. for a term loan in the original amount of $300,000;
(iii) Business Loan Agreement dated as of October 2, 1996 by and between Bank of
America Northwest d/b/a SeaFirst Bank and B&J Industrial Supply Company, B&J
Industrial Supply Company of Spokane, and B&J Industrial Supply Company of
Tacoma for a 





                                     Page 7
<PAGE>   8

line of credit in the original amount of $1,250,000; (iv) Amended and Restated
Loan and Security Agreement dated April 2, 1993 by and between Cramer Industrial
Supplies, Inc. and Marine Midland Bank for a line of credit in the original
amount of $1,500,000; (v) Credit Agreement dated October 6, 1994 by and between
Grinding Supplies Company, Inc. and NBD Bank for a line of credit in the
original amount of $1,000,000; (vi) the NCFC Loan and Security Agreement; (vii)
Business Note and Loan Agreement dated January 31, 1997 by and between First
National Bank - Manitowoc and J.J. Stangel Company for a line of credit in the
original amount of $650,000; (viii) Letter Agreement dated August 1, 1996 by and
between Shearer Industrial Supply Company, Wm. H. Taylor & Company, Inc., Turner
Industries and CoreStates Bank, N.A. for a line of credit in the original amount
of $4,500,000; (ix) Letter Agreement dated August 1, 1996 between Shearer
Industrial Supply Company, Wm. H. Taylor & Company, Inc., Turner Industries and
CoreStates Bank, N.A. for a line of credit in the original amount of $500,000;
(x) Loan Agreement dated December 9, 1996 between Slater Industrial Supply, Inc.
and California United Bank for a line of credit in the original amount of
$850,000; and (xi) Credit Agreement dated February 1, 1996 between Tri-Star
Industrial Supply, Inc. and Boatman's Bank of St. Louis for a $1,500,000 line of
credit and a $1,515,850 term loan.

         "FACILITY LC" is defined in Section 2.19(a).

         "FACILITY LC APPLICATION AGREEMENT" means each and every application
agreement or other instrument or agreement requested by the LC Issuer pursuant
to Section 2.19(c).

         "FACILITY LC NOTICE" is defined in Section 2.19(c).

         "FACILITY TERMINATION DATE" means December 11, 2000 or any earlier date
on which the Aggregate Revolving Commitment is reduced to zero or otherwise
terminated pursuant to the terms hereof.

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in its sole
discretion.

         "FIRST CHICAGO" means The First National Bank of Chicago in its
individual capacity, and its successors.



                                     Page 8
<PAGE>   9

         "FLOATING RATE" means, for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case
changing when and as the Alternate Base Rate changes.

         "FLOATING RATE ADVANCE" means an Advance which bears interest at the
Floating Rate.

         "FLOATING RATE LOAN" means a Loan which bears interest at the Floating
Rate.

         "INDEBTEDNESS" of a Person means, without duplication, such Person's
(i) obligations for borrowed money, (ii) obligations representing the deferred
purchase price of Property or services (other than accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), (iii) obligations, whether or not assumed, secured by Liens or payable
out of the proceeds or production from property now or hereafter owned or
acquired by such Person, (iv) obligations which are evidenced by notes,
acceptances, or other instruments, (v) obligations of such Person to purchase
securities or other property arising out of or in connection with the sale of
the same or substantially similar securities or property, (vi) Capitalized Lease
Obligations, (vii) Letters of Credit and unreimbursed drafts in connection
therewith, (viii) obligations of the Borrower or any Subsidiary of the Borrower
pursuant to a receivables securitization or financing facility, (ix) Contingent
Obligations in respect of any of the foregoing types of Indebtedness, and (x)
other obligations for borrowed money or other financial accommodations (other
than accounts payable arising in the ordinary course of such Person's business
payable on terms customary in the trade) which in accordance with Agreement
Accounting Principles would be shown as a liability on the consolidated balance
sheet of such Person.

         "INTEREST PERIOD" means, with respect to a Eurodollar Advance, a period
of one, two, three or six months commencing on a Business Day selected by the
Borrower pursuant to this Agreement. Such Interest Period shall end on the day
which corresponds numerically to such date one, two, three or six months
thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

         "INVESTMENT" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person; stocks, bonds, mutual funds,
partnership interests, notes, debentures or other securities owned by such
Person; any deposit accounts and certificate of deposit owned by such Person;
and structured notes, derivative financial instruments and other similar
instruments or contracts owned by such Person.



                                     Page 9
<PAGE>   10

         "LC CASH COLLATERAL ACCOUNT" shall mean the cash collateral account
established pursuant to the LC Cash Collateral Assignment (and designated
thereunder as the LC Cash Collateral Account) in favor of the Agent.

         "LC CASH COLLATERAL ASSIGNMENT" shall mean the LC Cash Collateral
Assignment Agreement, substantially in the form of Exhibit J, between the
Borrower and the Agent, as the same may be amended, restated and supplemented
from time to time.

         "LC ISSUER" means First Chicago in its capacity as LC Issuer hereunder
with respect to each Facility LC.

         "LC OBLIGATIONS" means, at any time, the sum, without duplication, of
(i) the aggregate amount available for drawing under all Facility LCs
outstanding at such time, plus (ii) the aggregate unpaid amount at such time of
all Reimbursement Obligations in respect of previous drawings made under
Facility LCs.

         "LC PAYMENT DATE" is defined in Section 2.19(e).

         "LENDERS" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns. Unless the
context otherwise requires, the term "Lender" shall also be deemed to include
the Swing Line Lender.

         "LENDING INSTALLATION" means, with respect to a Lender or the Agent,
the office, branch, subsidiary or affiliate of such Lender or the Agent listed
on the signature pages hereof or on a Schedule or otherwise selected by such
Lender or the Agent pursuant to Section 2.17.

         "LETTER OF CREDIT" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

         "LEVERAGE RATIO" means, as of any date of calculation, the ratio of (i)
Consolidated Indebtedness outstanding on such date to (ii) Adjusted Consolidated
EBITDA for the Borrower's then most-recently ended four fiscal quarters.

         "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

         "LOAN" means, with respect to a Lender, such Lender's loan made
pursuant to Article II (or any conversion or continuation thereof).



                                    Page 10
<PAGE>   11

         "LOAN PARTY" means each of the Borrower and the Subsidiaries that are
parties to the Subsidiary Guaranty (as supplemented by any Subsidiary Guaranty
Supplements).

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower to perform its obligations under the Credit Documents to
which it is a party, or (iii) the validity or enforceability of any of the
Credit Documents or the rights or remedies of the Agent or the Lenders
thereunder.

         "MATERIAL OBLIGATION" is defined in Section 7.5.

         "MODIFICATION" is defined in Section 2.19(a).

         "MOODY'S" means Moody's Investors Service, Inc.

         "MULTIEMPLOYER PLAN" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

         "NCFC LOAN AND SECURITY AGREEMENT" means the Loan and Security
Agreement dated November 5, 1993 by and between National Canada Finance Corp.
and The Distribution Group, Inc. (formerly Industrial Distribution Group, Inc.),
as amended by the First Amendment to Loan and Security Agreement dated March 14,
1996, by and between The Distribution Group, Inc. (formerly Industrial
Distribution Group, Inc.) and National Canada Finance Corp. for a line of credit
in the original amount of Fifteen Million Dollars ($15,000,000).

         "NET MARK-TO-MARKET EXPOSURE" of a Person means, as of any date of
determination, the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Rate Hedging Agreements. "Unrealized losses"
means the fair market value of the cost to such Person of replacing such Rate
Hedging Agreement as of the date of determination (assuming the Rate Hedging
Agreement were to be terminated as of that date), and "unrealized profits" means
the fair market value of the gain to such Person of replacing such Rate Hedging
Agreement as of the date of determination (assuming such Rate Hedging Agreement
were to be terminated as of that date).

         "NET PROCEEDS OF CAPITAL STOCK" means any proceeds received or deemed
received by the Borrower or a Subsidiary in respect of the issuance or sale or
Capital Stock or the conversion of any Indebtedness to Capital Stock, after
deducting therefrom all reasonable and customary costs and expenses incurred by
the Borrower or such Subsidiary directly in connection with such issuance, sale
or conversion.



                                    Page 11
<PAGE>   12

         "NON-DOMESTIC ACTIVE SUBSIDIARY" is defined in Section 6.20.

         "NON-U.S. LENDER" is defined in Section 3.5(iv).

         "NOTE" means any promissory note issued at the request of a Lender
pursuant to Section 2.13 in the form of Exhibit E-1.

         "NOTICE OF ASSIGNMENT" is defined in Section 12.3.2.

         "OBLIGATIONS" means all unpaid principal of and accrued and unpaid
interest on the Loans, all LC Obligations, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations of the Borrower to
the Lenders or to any Lender, the LC Issuer, the Agent, or any indemnified party
hereunder arising under the Credit Documents.

         "OFF-BALANCE SHEET LIABILITY" of a Person means (i) any repurchase
obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, (ii) any liability under any Sale and Leaseback
Transaction which does not create a liability on the balance sheet of such
Person, (iii) any liability under any financing lease or so-called "synthetic
lease" transaction entered into by such Person, or (iv) any obligation arising
with respect to any other transaction which is the functional equivalent of or
takes the place of borrowing but which does not constitute a liability on the
balance sheets of such Person, but excluding Operating Leases.

         "OPERATING LEASE" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or less.

         "OPERATING LEASE OBLIGATIONS" means, as at any date of determination,
the amount obtained by aggregating the present values, determined in the case of
each particular Operating Lease by applying a discount rate (which discount rate
shall equal the discount rate which would be applied under Agreement Accounting
Principles if such Operating Lease were a Capitalized Lease) from the date on
which each fixed lease payment is due under such Operating Lease to such date of
determination, of all fixed lease payments due under all Operating Leases of the
Borrower and its Subsidiaries.

         "OTHER TAXES" is defined in Section 3.5(ii).

         "OUTSTANDING CREDIT EXPOSURE" means, as to any Lender at any time, the
sum (without duplication) of (i) the aggregate principal amount of its Loans
(including, in the case of the Swing Line Lender, the Swing Line Loans)
outstanding at such time, plus (ii) in the case of each Lender other than the
Swing Line Lender, such Lender's Percentage of the aggregate principal amount of
Swing Line Loans outstanding at such time, plus (iii) its Outstanding LC
Exposure at such time.



                                    Page 12
<PAGE>   13

         "OUTSTANDING LC EXPOSURE" means, as to any Lender at any time, an
amount equal to its Percentage of the LC Obligations at such time.

         "PARTICIPANTS" is defined in Section 12.2.1.

         "PAYMENT DATE" means the first day of each calendar quarter.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "PERMITTED ACQUISITION" means an Acquisition (i) that was not preceded
by an unsolicited public tender offer for Capital Stock of the Person being
acquired (the "Acquired Entity"), (ii) where the Acquired Entity is in the same
or similar line of business as the Borrower and its Subsidiaries, (iii) if the
cash consideration to be paid in the Acquisition exceeds (x) $15,000,000, in the
case of an Acquisition of an Acquired Entity organized in the United States of
America whose principal business is conducted in the United States of America,
or (y) $5,000,000, in the case of an Acquisition of any other type of Acquired
Entity, where in either such case the Borrower has submitted to the Agent and
the Lenders evidence satisfactory to them that, after giving pro forma effect to
the Acquisition, the Borrower will be in compliance with all financial and other
covenants set forth in this Agreement and the Required Lenders have given their
prior written approval of such Acquisition, and (iv) where immediately prior to
and after giving effect to such Acquisition, no Default or Unmatured Default
then exists or would occur as a result thereof.

         "PERCENTAGE" means, with respect to each Lender, the percentage that
such Lender's Revolving Commitment constitutes of the Aggregate Revolving
Commitment.

         "PERSON" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "PLAN" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Borrower or any member of the Controlled Group may have any
liability.

         "PRICING SCHEDULE" means the Schedule attached hereto identified as
such.

         "PROPERTY" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "PROSPECTUS" means the Prospectus dated September 23, 1997, prepared in
respect of the offering of the sale of 3,300,000 shares of common stock of the
Borrower.



                                    Page 13
<PAGE>   14

         "PURCHASERS" is defined in Section 12.3.1.

         "RATE HEDGING AGREEMENT" means an agreement, device or arrangement
providing for payments which are related to fluctuations of interest rates,
exchange rates or forward rates, including, but not limited to,
dollar-denominated or cross-currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts and warrants.

         "RATE HEDGING OBLIGATIONS" of a Person means any and all obligations of
such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Hedging Agreements, and (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any Rate Hedging Agreement.

         "REGULATION D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

         "REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.

         "REIMBURSEMENT OBLIGATIONS" means, at any time, the aggregate of all
obligations of the Borrower then outstanding under Section 2.19 to reimburse the
LC Issuer for amounts paid by the LC Issuer in respect of any one or more
drawings under Facility LCs.

         "RENTALS" of a Person means the aggregate fixed amounts payable by such
Person under any Operating Lease.

         "REPORTABLE EVENT" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

         "REQUIRED LENDERS" means (i) Lenders in the aggregate having at least
66 2/3% of the Aggregate Revolving Commitment or, (ii) if the Aggregate
Revolving Commitment has been 



                                    Page 14
<PAGE>   15

terminated, Lenders in the aggregate holding at least 66 2/3% of the aggregate
unpaid principal amount of the outstanding Advances or, (iii) if the Aggregate
Revolving Commitment has been terminated and there are no Advances outstanding,
Lenders in the aggregate having at least 66 2/3% of the Aggregate Outstanding LC
Exposure (whether by participation or otherwise).

         "RESERVE REQUIREMENT" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

         "REVOLVING COMMITMENT" means for each Lender, the obligation of such
Lender to make Loans (other than Swing Line Loans) not exceeding its Percentage
of the Aggregate Revolving Commitment.

         "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

         "SALE AND LEASEBACK TRANSACTION" means any sale or other transfer of
Property by any Person with the intent to lease such Property as lessee.

         "SCHEDULE" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

         "SECTION" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "SECURED OBLIGATIONS" means, collectively, (i) the Obligations and (ii)
all Rate Hedging Obligations owing to one or more Lenders.

         "SINGLE EMPLOYER PLAN" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

         "SUBORDINATED INDEBTEDNESS" of a Person means any Indebtedness of such
Person the payment of which is subordinated to payment of the Secured
Obligations to the written satisfaction of the Lenders.

         "SUBSIDIARY" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Borrower.



                                    Page 15
<PAGE>   16

         "SUBSIDIARY CREDIT DOCUMENTS" means, collectively, the Subsidiary
Guaranty and the Subsidiary Pledge Agreement.

         "SUBSIDIARY GUARANTY" means the Subsidiary Guaranty executed by the
Active Subsidiaries of the Borrower in favor of the Agent for the ratable
benefit of the Lenders, substantially in the form of Exhibit F, as the same may
be amended, supplemented, and restated from time to time.

         "SUBSIDIARY GUARANTY SUPPLEMENT" means each Supplement to the
Subsidiary Guaranty substantially in the form of Annex I attached thereto,
executed by a Subsidiary of the Borrower in favor of the Agent for the ratable
benefit of the Lenders pursuant to the requirements of Section 6.20.

         "SUBSIDIARY PLEDGE AGREEMENT" means the Subsidiary Pledge and Security
Agreement executed by those Subsidiaries of the Borrower that own Capital Stock
in any Active Subsidiaries of the Borrower, substantially in the form of Exhibit
I, as the same may be amended, supplemented, and restated from time to time.

         "SUBSIDIARY PLEDGE AGREEMENT SUPPLEMENT" means each Supplement to the
Subsidiary Pledge Agreement substantially in the form of Annex I attached
thereto, executed by a Subsidiary of the Borrower in favor of the Agent for the
ratable benefit of the Lenders pursuant to the requirements of Section 6.20.

         "SUBSTANTIAL PORTION" means, with respect to the Property of the
Borrower and its Subsidiaries taken as a whole, Property which either (i)
represents more than 10% of the consolidated assets of the Borrower and its
Subsidiaries as would be shown in the consolidated financial statements of the
Borrower and its Subsidiaries as at the beginning of the twelve-month period
ending with the month in which such determination is made, or (ii) is
responsible for more than 10% of the consolidated net sales or of the
consolidated net income of the Borrower and its Subsidiaries as reflected in the
financial statements referred to in clause (i) above.

         "SWING LINE FACILITY AMOUNT" means Swing Line Loans up to a maximum
principal amount of $5,000,000 at any one time outstanding, as the same may be
reduced from time to time pursuant to Section 2.12.

         "SWING LINE LENDER" means First Chicago or any other Lender as a
successor Swing Line Lender hereunder.

         "SWING LINE LOAN" means a Loan made available to the Borrower by the
Swing Line Lender pursuant to Section 2.12 hereof.



                                    Page 16
<PAGE>   17

         "SWING LINE NOTE" means any promissory note, in substantially the form
of Exhibit E-2 hereto, duly executed by the Borrower at the request of the Swing
Line Lender payable to the order of the Swing Line Lender in the amount of the
Swing Line Facility Amount, as the same may be amended, supplemented and
restated from time to time.

         "TAXES" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes.

         "TRANSFEREE" is defined in Section 12.4.

         "TYPE" means, with respect to any Advance, its nature as a Floating
Rate Advance or a Eurodollar Advance.

         "UNFUNDED LIABILITIES" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

         "UNMATURED DEFAULT" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "VOTING STOCK" means stock of a corporation of a class or classes
having general voting power under ordinary circumstances to elect a majority of
the board of directors, managers or trustees of such corporation (irrespective
of whether or not at the time stock of any other class or classes shall have or
might have voting power by the reason of the happening of any contingency).

         "WHOLLY-OWNED SUBSIDIARY" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which (other than any directors' qualifying
shares) shall at the time be owned or controlled, directly or indirectly, by
such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such
Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any
partnership, limited liability company, association, joint venture or similar
business organization 100% of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.



                                    Page 17
<PAGE>   18

                                   ARTICLE II

                                  THE CREDITS

         2.1.     REVOLVING COMMITMENT. From and including the Closing Date and
prior to the Facility Termination Date, each Lender severally agrees, on the
terms and conditions set forth in this Agreement, to make Loans to the Borrower
from time to time; provided, however, that upon giving effect to each such Loan,
such Lender's Outstanding Credit Exposure shall not exceed such Lender's
Revolving Commitment; and provided further, that upon giving effect to each such
Loan, the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate
Revolving Commitment. Subject to the terms of this Agreement, the Borrower may
borrow, repay and reborrow at any time prior to the Facility Termination Date.
The Revolving Commitments to lend hereunder shall expire on the Facility
Termination Date.

         2.2.     REQUIRED PAYMENTS; TERMINATION. Any outstanding Advances and
Swing Line Loans and all other unpaid Obligations shall be paid in full by the
Borrower on the Facility Termination Date. If at any time prior to the Facility
Termination Date the aggregate principal amount of the outstanding Advances and
Swing Line Loans plus the Aggregate Outstanding LC Exposure exceeds the
Aggregate Revolving Commitment, the Borrower agrees to pay at such time a
principal amount of such outstanding Advances and/or Swing Line Loans (together
with interest thereon and any applicable funding indemnification amounts
required by Section 3.4) not less than such excess amount.

         2.3.     RATABLE LOANS. Each Advance hereunder shall consist of Loans
(other than Swing Line Loans) made from the several Lenders ratably in
accordance with their respective Percentages.

         2.4.     TYPES OF ADVANCES. The Advances may be Floating Rate Advances
or Eurodollar Advances, or a combination thereof, selected by the Borrower in
accordance with Sections 2.8 and 2.9.

         2.5.     COMMITMENT FEE; REDUCTIONS IN AGGREGATE REVOLVING COMMITMENT.
The Borrower agrees to pay to the Agent for the account of each Lender a
commitment fee (collectively for all Lenders, the "Commitment Fees") at a per
annum rate equal to the Applicable Fee Rate on the daily unused portion of such
Lender's Revolving Commitment from the date hereof to and including the Facility
Termination Date, payable on each Payment Date hereafter and on the Facility
Termination Date. Outstanding Swing Line Loans shall not be deemed a usage of
the Swing Line Lender's or any other Lender's Revolving Commitment for purposes
of the preceding sentence. The Borrower may permanently reduce the Aggregate
Revolving Commitment in whole, or in part ratably among the Lenders in a minimum
amount of $4,000,000 and in integral multiples of $500,000, upon at least five
Business Days' written



                                    Page 18
<PAGE>   19

notice to the Agent, which notice shall specify the amount of any such
reduction, provided, however, that the amount of the Aggregate Revolving
Commitment may not be reduced below an amount equal to the sum of (i) the
aggregate principal amount of the outstanding Advances and Swing Line Loans, and
(ii) the Aggregate Outstanding LC Exposure. All accrued Commitment Fees shall be
payable on the effective date of any termination of the obligations of the
Lenders to make Loans hereunder.

         2.6.     MINIMUM AMOUNT OF EACH ADVANCE. Each Eurodollar Advance shall
be in the minimum amount of $4,000,000 (and in multiples of $500,000 if in
excess thereof), and each Floating Rate Advance shall be in the minimum amount
of $1,000,000 (and in multiples of $500,000 if in excess thereof), provided,
however, that any Floating Rate Advance may be in the amount of the unused
Aggregate Revolving Commitment.

         2.7.     OPTIONAL PRINCIPAL PAYMENTS. The Borrower may from time to
time pay, without penalty or premium, all outstanding Floating Rate Advances,
or, in a minimum aggregate amount of $1,000,000 or any integral multiple of
$500,000 in excess thereof, any portion of the outstanding Floating Rate
Advances upon five Business Days' prior notice to the Agent. The Borrower may
from time to time pay, subject to the payment of any funding indemnification
amounts required by Section 3.4 but without penalty or premium, all outstanding
Eurodollar Advances, or, in a minimum aggregate amount of $4,000,000 or any
integral multiple of $500,000 in excess thereof, any portion of the outstanding
Eurodollar Advances upon three Business Days' prior notice to the Agent.

         2.8.     METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW
ADVANCES. The Borrower shall select the Type of Advance and, in the case of each
Eurodollar Advance, the Interest Period applicable thereto from time to time.
The Borrower shall give the Agent irrevocable notice (a "Borrowing Notice") not
later than 10:00 a.m. (Chicago time) on the Borrowing Date of each Floating Rate
Advance and not later than 10:00 a.m. (Chicago time) on the third Business Day
preceding the Borrowing Date for each Eurodollar Advance, specifying:

          (i)     the Borrowing Date, which shall be a Business Day, of such
                  Advance,

         (ii)     the aggregate amount of such Advance,

        (iii)     the Type of Advance selected, and

         (iv)     in the case of each Eurodollar Advance, the Interest Period
                  applicable thereto.

Not later than noon (Chicago time) on each Borrowing Date, each Lender shall
make available its Loan or Loans in funds immediately available in Chicago to
the Agent at its address specified pursuant to Article XIII. The Agent will make
the funds so received from the 



                                    Page 19
<PAGE>   20

Lenders available to the Borrower no later than 2:00 p.m. (Chicago time) at the
Agent's aforesaid address.

         2.9.     CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES. Floating
Rate Advances shall continue as Floating Rate Advances unless and until such
Floating Rate Advances are converted into Eurodollar Advances pursuant to this
Section 2.9 or are repaid in accordance with Section 2.7. Each Eurodollar
Advance shall continue as a Eurodollar Advance until the end of the then
applicable Interest Period therefor, at which time such Eurodollar Advance shall
be automatically converted into a Floating Rate Advance unless (x) such
Eurodollar Advance is or was repaid in accordance with Section 2.7 or (y) the
Borrower shall have given the Agent a Conversion/Continuation Notice (as defined
below) requesting that, at the end of such Interest Period, such Eurodollar
Advance continue as a Eurodollar Advance for the same or another Interest
Period. Subject to the terms of Section 2.6, the Borrower may elect from time to
time to convert all or any part of a Floating Rate Advance into a Eurodollar
Advance. The Borrower shall give the Agent irrevocable notice (a
"Conversion/Continuation Notice") of each conversion of a Floating Rate Advance
into a Eurodollar Advance or continuation of a Eurodollar Advance not later than
10:00 a.m. (Chicago time) at least three Business Days prior to the date of the
requested conversion or continuation, specifying:

          (i)     the requested date, which shall be a Business Day, of such
                  conversion or continuation,

         (ii)     the aggregate amount and Type of the Advance which is to be
                  converted or continued, and

        (iii)     the amount of such Advance which is to be converted into or
                  continued as a Eurodollar Advance and the duration of the
                  Interest Period applicable thereto.

         2.10.    CHANGES IN INTEREST RATE, ETC. Each Floating Rate Advance
shall bear interest on the outstanding principal amount thereof, for each day
from and including the date such Advance is made or is automatically converted
from a Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.9,
to but excluding the date it is paid or is converted into a Eurodollar Advance
pursuant to Section 2.9 hereof, at a rate per annum equal to the Floating Rate
for such day. Changes in the rate of interest on that portion of any Advance
maintained as a Floating Rate Advance will take effect simultaneously with each
change in the Alternate Base Rate. Each Eurodollar Advance shall bear interest
on the outstanding principal amount thereof from and including the first day of
the Interest Period applicable thereto to (but not including) the last day of
such Interest Period at the interest rate determined by the Agent as applicable
to such Eurodollar Advance based upon the Borrower's selections under Section
2.8 and 2.9 and otherwise in accordance with the terms hereof. No Interest
Period may end after the Facility Termination Date.



                                    Page 20
<PAGE>   21

         2.11.    RATES APPLICABLE AFTER DEFAULT. Notwithstanding anything to
the contrary contained in Section 2.8 or 2.9, during the continuance of a
Default or Unmatured Default the Required Lenders may, at their option, by
notice to the Borrower(which notice may be revoked at the option of the Required
Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent
of the Lenders to changes in interest rates), declare that no Advance may be
made as, converted into or continued as a Eurodollar Advance. During the
continuance of a Default the Required Lenders may, at their option, by notice to
the Borrower (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that (i) each Eurodollar Advance
and each Swing Line Loan bearing interest at an Agreed Swing Line Rate shall
bear interest for the remainder of the applicable Interest Period at the rate
otherwise applicable to such Interest Period plus 2% per annum, (ii) each
Floating Rate Advance and each Swing Line Loan bearing interest at the Floating
Rate shall bear interest at a rate per annum equal to the Floating Rate in
effect from time to time plus 2% per annum, and (iii) the rate used in
determining the Facility LC fee payable pursuant to Section 2.19(d) shall be
increased by an additional 2% per annum; provided that, during the continuance
of a Default under Section 7.6 or 7.7, the interest and fee rates set forth in
clauses (i), (ii) and (iii) above shall be applicable to all Advances and Swing
Line Loans without any election or action on the part of the Agent or any
Lender.

         2.12.    SWING LINE LOANS. In addition to Advances pursuant to Section
2.1, but subject to the terms and conditions of this Agreement (including but
not limited to those limitations set forth in Section 2.1), the Swing Line
Lender may, in its sole discretion (but shall in no event have any obligation)
to make Swing Line Loans to the Borrower in accordance with this Section 2.12 up
to the amount of the Swing Line Facility Amount. Amounts borrowed under this
Section 2.12 may be borrowed, repaid and reborrowed to, but not including, the
Facility Termination Date. All outstanding Swing Line Loans shall be paid in
full on the Facility Termination Date.

         2.12.1.  SWING LINE REQUEST. The Borrower may request a Swing Line Loan
from the Swing Line Lender on any Business Day before the Facility Termination
Date by giving the Agent and the Swing Line Lender notice by 10:00 a.m. (Chicago
time) on such Borrowing Date specifying the amount of such Swing Line Loan,
which shall be an amount not less than $500,000 in an integral multiple of
$100,000, and whether the Swing Line Loan is to bear interest at the Floating
Rate or such other rate of interest as may be quoted by the Swing Line Lender to
the Borrower and accepted by the Borrower (any such other rate of interest being
referred to herein as an "Agreed Swing Line Rate").

         2.12.2.  MAKING OF SWING LINE LOANS. If the Swing Line Lender has
agreed to fund a requested Swing Line Loan, the Swing Line Lender shall, no
later than 2:00 p.m. (Chicago time) on such Borrowing Date, make the funds for
such Swing Line Loan available to the Borrower at the Agent's address or at such
other



                                    Page 21
<PAGE>   22

place as indicated in written money transfer instructions from the Borrower in
form and substance satisfactory to the Swing Line Lender.

         2.12.3.  REPAYMENT OF SWING LINE LOANS. Each Swing Line Loan, together
with interest thereon at the Floating Rate or the Agreed Swing Line Rate, as the
case may be, shall be paid in full by the Borrower on or before the third
Business Day after the Borrowing Date for such Swing Line Loan.

         2.12.4.  REPAYMENT OF SWING LINE LOANS. The Borrower may at any time
prepay, without penalty or premium, the entire amount of any outstanding Swing
Line Loan bearing interest at the Floating Rate or, in a minimum amount of
$100,000 and in integral multiples of $100,000, any portion of an outstanding
Swing Line Loan bearing interest at the Floating Rate, upon notice to the Agent
and the Swing Line Lender. No Swing Line Loan bearing interest at an Agreed
Swing Line Rate may be prepaid. In addition, the Agent shall: (i) at any time at
the request of the Swing Line Lender and (ii) on the third Business Day after
the Borrowing Date for such Swing Line Loan, require the Lenders (including the
Swing Line Lender) to make a Floating Rate Advance in an amount up to the amount
of Swing Line Loans outstanding on such date for the purpose of repaying Swing
Line Loans. If the Swing Line Lender receives notice from any Lender that a
condition under Section 4.2 has not been satisfied, no Swing Line Loans shall be
made until (a) such notice is withdrawn by that Lender or (b) the Required
Lenders have waived satisfaction of any such condition. The Lenders shall
deliver the proceeds of such Advance to the Agent by 12:00 noon (Chicago time)
on the applicable Borrowing Date for application to the Swing Line Lender's
outstanding Swing Line Loans. Subject to the provisions of the third sentence of
this Section 2.12.4, each Lender's obligation to make available its Percentage
of the Advance referred to in this Section shall be absolute and unconditional
and shall not be affected by any circumstances, including without limitation,
(i) any set-off, counterclaim, recoupment, defense or other right which such
Lender may have against the Swing Line Lender, or anyone else, (ii) the
occurrence or continuance of a Default or Unmatured Default, (iii) any adverse
change in the condition (financial or otherwise) of the Borrower or (iv) any
other circumstances, happening or event whatsoever. If for any reason a Lender
does not make available its Percentage of the foregoing Advance, such Lender
shall be deemed to have unconditionally and irrevocably purchased from the Swing
Line Lender, without recourse or warranty, an undivided interest and
participation in each Swing Line Loan then being repaid, equal to its Percentage
of all such Swing Line Loans being repaid, so long as such purchase would not
cause such Lender to exceed its Revolving Commitment. If any portion of any
amount paid (or deemed paid) to the Agent should be recovered by or on behalf of
the Borrower from the Agent in bankruptcy or otherwise, the loss of the amount
so recovered shall be shared ratably among all Lenders.

         2.13.    NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS. (i) Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting 



                                    Page 22
<PAGE>   23

from each Loan made by such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

         (ii)     The Agent shall also maintain accounts in which it will record
(a) the amount of each Loan made hereunder, the Type thereof and the Interest
Period with respect thereto, (b) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder
and (c) the amount of any sum received by the Agent hereunder from the Borrower
and each Lender's share thereof.

         (iii)    The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall (in the absence of manifest error) be prima
facie evidence of the existence and amounts of the Obligations therein recorded;
provided, however, that the failure of the Agent or any Lender to maintain such
accounts or any error therein shall not in any manner affect the obligation of
the Borrower to repay the Obligations in accordance with their terms.

         (iv)     Any Lender may request that its Loans be evidenced by a
promissory note (a "Note"). In such event, the Borrower shall prepare, execute
and deliver to such Lender a Note payable to the order of such Lender in a form
supplied by the Agent. Thereafter, the Loans evidenced by such Note and interest
thereon shall at all times (including after any assignment pursuant to Section
12.3) be represented by one or more Notes payable to the order of the payee
named therein or any assignee pursuant to Section 12.3, except to the extent
that any such Lender or assignee subsequently returns any such Note for
cancellation and requests that such Loans once again be evidenced as described
in paragraphs (i) and (ii) above.

         2.14.    TELEPHONIC NOTICES. The Borrower hereby authorizes the Lenders
and the Agent to extend, convert or continue Advances or Swing Line Loans,
effect selections of Types of Advances or Swing Line Loans, and to transfer
funds based on telephonic notices made by any person or persons the Agent or any
Lender in good faith believes to be acting on behalf of the Borrower. The
Borrower agrees to deliver promptly to the Agent a written confirmation, if such
confirmation is requested by the Agent or any Lender, of each telephonic notice
signed by an Authorized Officer. If the written confirmation differs in any
material respect from the action taken by the Agent and the Lenders, the records
of the Agent and the Lenders shall govern absent manifest error.

         2.15.    INTEREST PAYMENT DATES; INTEREST AND FEE BASIS. Interest
accrued on each Floating Rate Advance shall be payable on each Payment Date,
commencing with the first such date to occur after the date hereof, on any date
on which the Floating Rate Advance is prepaid, whether due to acceleration or
otherwise, and at maturity. Interest accrued on that portion of the outstanding
principal amount of any Floating Rate Advance converted into a Eurodollar
Advance on a day other than a Payment Date shall be payable on the date of
conversion. Interest accrued on each Eurodollar Advance shall be payable on the
last day of its applicable Interest Period, on any date on which the Eurodollar
Advance is prepaid, whether by acceleration or otherwise, and at maturity.
Interest accrued on 



                                    Page 23
<PAGE>   24

each Eurodollar Advance having an Interest Period longer than three months shall
also be payable on the last day of each three-month interval during such
Interest Period. Interest computed at the Floating Rate (other than at any time
when such rate is computed using the Federal Funds Effective Rate) shall be
calculated for actual days elapsed on the basis of a 365 (or 366, if
applicable)-day; all other interest and commitment fees hereunder shall be
calculated for actual days elapsed on the basis of a 360-day year. Interest
shall be payable for the day an Advance or Swing Line Loan is made but not for
the day of any payment on the amount paid if payment is received prior to noon
(local time) at the place of payment. If any payment of principal of or interest
on an Advance shall become due on a day which is not a Business Day, such
payment shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest in connection with such payment.

         2.16.    NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND
COMMITMENT REDUCTIONS. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice, and repayment notice received
by it hereunder. The Agent will notify each Lender of the interest rate
applicable to each Eurodollar Advance promptly upon determination of such
interest rate and will give each Lender prompt notice of each change in the
Alternate Base Rate.

         2.17.    LENDING INSTALLATIONS. Each Lender may book its Loans at any
Lending Installation selected by such Lender and may change its Lending
Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and the Loans and any Notes issued hereunder shall be
deemed held by each Lender for the benefit of such Lending Installation. Each
Lender may, by written notice to the Agent and the Borrower in accordance with
Article XIII, designate replacement or additional Lending Installations through
which Loans will be made by it and for whose account Loan payments are to be
made.

         2.18.    NON-RECEIPT OF FUNDS BY THE AGENT. Unless the Borrower or a
Lender, as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or the Borrower, as the case may be, has not in fact made such
payment to the Agent, the recipient of such payment shall, on demand by the
Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a 





                                    Page 24
<PAGE>   25

Lender, the Federal Funds Effective Rate for such day or (y) in the case of
payment by the Borrower, the interest rate applicable to the relevant Loan.

         2.19.    FACILITY LCS.

         (a)      The LC Issuer hereby agrees, on the terms and conditions set
forth in this Agreement, to issue stand-by letters of credit (each a "Facility
LC") and to renew, extend, increase, decrease or otherwise modify each Facility
LC (each a "Modification"), from time to time from and including the Closing
Date and prior to the Facility Termination Date upon the request of the
Borrower; provided that immediately after each such Facility LC is issued or
modified, (i) the aggregate amount of the outstanding LC Obligations shall not
exceed $5,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not
exceed the Aggregate Revolving Commitment; provided, further, that if the
Borrower has requested a Lender other than First Chicago to act as LC Issuer
with respect to the issuance or Modification of a particular Facility LC, such
issuance or Modification shall be made only in the sole discretion of such
Lender. No Facility LC shall have an expiry date later than the earlier of (i)
the fifth Business Day prior to the Facility Termination Date and (ii) the day
which is one year after the date of issuance (or the most recent Modification)
thereof; provided, however, that any Facility LC with a one-year term may
provide for the renewal thereof for additional one-year periods (which shall in
no event extend beyond the date referred to in the preceding clause (i).

         (b)      Upon the issuance or Modification by the LC Issuer of a
Facility LC in accordance with this Section 2.19, the LC Issuer shall be deemed,
without further action by any party hereto, to have sold to each Lender, and
each Lender shall be deemed, without further action by any party hereto, to have
purchased from the LC Issuer, a participation in such Facility LC (and each
Modification thereof) and the related LC Obligations in proportion to its
Percentage.

         (c)      Subject to subsection (a), the Borrower shall give the LC
Issuer notice (each a "Facility LC Notice") prior to 10:00 a.m. (Chicago time)
at least three Business Days prior to the proposed date of issuance or
Modification of each Facility LC, specifying the beneficiary, the proposed date
of issuance (or Modification) and the expiry date of such Facility LC, and
describing the proposed terms of such Facility LC and the nature of the
transactions proposed to be supported thereby. Upon receipt of such Facility LC
Notice, the LC Issuer shall promptly notify the Agent, and the Agent shall
promptly notify each Lender, of the contents thereof and of the amount of such
Lender's participation in such proposed Facility LC. The issuance or
Modification by the LC Issuer of any Facility LC shall, in addition to the
conditions precedent set forth in Article IV (the satisfaction of which the LC
Issuer shall have no duty to ascertain, except where any Lender has given
written notice to the LC Issuer as to the failure of such condition to be
satisfied), be subject to the conditions precedent that such Facility LC shall
be satisfactory to the LC Issuer and that the Borrower shall have executed and
delivered such application agreement and/or such other instruments and
agreements relating to such Facility LC as the LC Issuer shall have reasonably
requested (each a "Facility LC Application Agreement"). 



                                    Page 25
<PAGE>   26

In the event of any conflict between the terms of this Agreement and the terms
of any Facility LC Application Agreement, the terms of this Agreement shall
control.

         (d)      The Borrower shall pay to the Agent, for the account of the
Lenders ratably in accordance with their respective Percentages, a Facility LC
fee equal to a percentage equal to the Applicable Margin for Eurodollar Advances
in effect from time to time on the average daily aggregate amount available for
drawings under all Facility LCs. Each such fee shall be payable in arrears on
each Payment Date and on the Facility Termination Date. The Borrower shall pay
to the LC Issuer (i) a fronting fee equal to one-eighth of one percent (_%) of
the face amount of each Facility LC on the issuance date thereof, and (ii) such
other documentary and processing charges in accordance with the LC Issuer's
standard schedule for such charges with respect to the issuance, amendment,
cancellation, negotiation or transfer of each Facility LC and each drawing made
thereunder, at the time any such actions occur. The LC Issuer shall furnish to
the Agent upon request its calculations with respect to the amount of any fee
payable under this subsection (d).

         (e)      Upon receipt from the beneficiary of any Facility LC of any
demand for payment under such Facility LC, the LC Issuer shall notify the Agent
and the Agent shall promptly notify the Borrower and each other Lender as to the
amount to be paid by the LC Issuer as a result of such demand and the proposed
payment date (the "LC Payment Date"). The responsibility of the LC Issuer to the
Borrower and each Lender shall be only to determine that the documents
(including each demand for payment) delivered under each Facility LC in
connection with such presentment shall be in conformity in all material respects
with such Facility LC. The LC Issuer shall endeavor to exercise the same care in
the issuance and administration of the Facility LCs as it does with respect to
letters of credit in which no participations are granted, it being understood
that in the absence of any gross negligence or willful misconduct by the LC
Issuer, each Lender shall be unconditionally and irrevocably liable without
regard to the occurrence of any Default or any condition precedent whatsoever,
to reimburse the LC Issuer on demand for (i) such Lender's Percentage of the
amount of each payment made by the LC Issuer under each Facility LC to the
extent such amount is not reimbursed by the Borrower pursuant to subsection (f)
below plus (ii) interest on the foregoing amount to be reimbursed by such
Lender, for each day from the date of the LC Issuer's demand for such
reimbursement (or, if such demand is made after 11:00 a.m. (Chicago time) on
such date, from the next succeeding Business Day) to the date on which such
Lender pays the amount to be reimbursed by it, at a rate of interest per annum
equal to the Federal Funds Effective Rate for such day.

         (f)      The Borrower shall be irrevocably and unconditionally
obligated to reimburse the LC Issuer on or by the applicable LC Payment Date for
any amounts to be paid by the LC Issuer upon any drawing under any Facility LC,
without presentment, demand, protest or other formalities of any kind; provided
that neither the Borrower nor any Lender shall hereby be precluded from
asserting any claim for direct (but not consequential) damages suffered by the
Borrower or such Lender to the extent, but only to the extent, caused by (i) the
willful misconduct or gross negligence of the LC Issuer in determining whether a
request presented



                                    Page 26
<PAGE>   27

under any Facility LC issued by it complied with the terms of such Facility LC
or (ii) the LC Issuer's failure to pay under any Facility LC issued by it after
the presentation to it of a request strictly complying with the terms and
conditions of such Facility LC. All such amounts paid by the LC Issuer and
remaining unpaid by the Borrower shall bear interest, payable on demand, for
each day until paid at a rate per annum equal to (x) the rate applicable to
Floating Rate Advances for such day if such day falls on or before the
applicable LC Payment Date and (y) the sum of 2% plus the rate applicable to
Floating Rate Advances for such day if such day falls after such LC Payment
Date. The LC Issuer will pay to each Lender ratably in accordance with its
Percentage all amounts received by it from the Borrower for application in
payment, in whole or in part, of the Reimbursement Obligation in respect of any
Facility LC issued by the LC Issuer, but only to the extent such Lender has made
payment to the LC Issuer in respect of such Facility LC pursuant to subsection
(e). Subject to the terms and conditions of this Agreement (including without
limitation the submission of a Borrowing Notice in compliance with Section 2.8
and the satisfaction of the applicable conditions precedent set forth in Article
IV), the Borrower may request an Advance hereunder for the purpose of satisfying
any Reimbursement Obligation.

         (g)      If after the date hereof, the adoption of any applicable law,
rule or regulation, or any change in any applicable law, rule or regulation, or
any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the LC Issuer or any Lender with any
request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency shall impose, modify or deem
applicable any tax, reserve, special deposit or similar requirement against or
with respect to or measured by reference to Facility LCs issued or to be issued
hereunder or participation therein, and the result shall be to increase the cost
to the LC Issuer or any Lender of issuing or maintaining any Facility LC or any
participation therein, or reduce any amount receivable hereunder by the LC
Issuer or any Lender in respect of any Facility LC (which increase in cost, or
reduction in amount receivable, shall be the result of such Lender's or the LC
Issuer's reasonable allocation of the aggregate of such increases or reductions
resulting from such event), then, upon demand by the LC Issuer or such Lender,
the Borrower agrees to pay to the LC Issuer or such Lender, from time to time as
specified by the LC Issuer or such Lender, such additional amounts as shall be
sufficient to compensate the LC Issuer or such Lender for such increased costs
or reductions in amounts received by the LC Issuer or such Lender. A certificate
of the LC Issuer or such Lender submitted by the LC Issuer or such Lender to the
Borrower shall be conclusive as to the amount thereof in the absence of manifest
error.

         (h)      The Borrower's obligations under this Section 2.19 shall be
absolute and unconditional under any and all circumstances and irrespective of
any setoff, counterclaim or defense to payment which the Borrower may have or
have had against the LC Issuer, any Lender or any beneficiary of a Facility LC.
The Borrower further agrees with the LC Issuer and the Lenders that the LC
Issuer and the Lenders shall not be responsible for, and the Borrower's
Reimbursement Obligation in respect of any Facility LC shall not be affected by,
among other things, the validity or genuineness of documents or of any
endorsements thereon, even if such 



                                    Page 27
<PAGE>   28

documents should in fact prove to be in any or all respects invalid, fraudulent
or forged, or any dispute between or among the Borrower, any of its
Subsidiaries, the beneficiary of any Facility LC or any financing institution or
other party to whom any Facility LC may be transferred or any claims or defenses
whatsoever of the Borrower or of any of its Subsidiaries against the beneficiary
of any Facility LC or any such transferee. The LC Issuer shall not be liable for
any error, omission, interruption or delay in transmission, dispatch or delivery
of any message or advice, however transmitted, in connection with any Facility
LC. The Borrower agrees that any action taken or omitted by the LC Issuer or any
Lender under or in connection with each Facility LC and the related drafts and
documents, if done in good faith and without gross negligence, shall be binding
upon the Borrower and shall not put the LC Issuer or any Lender under any
liability to the Borrower. Nothing in this subsection (h) is intended to limit
the right of the Borrower to make a claim against the LC Issuer for damages as
contemplated by the proviso to the first sentence of subsection (f) above.

         (i)      To the extent not inconsistent with subsection (h) above, the
LC Issuer shall be entitled to rely, and shall be fully protected in relying
upon, any Facility LC, draft, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document believed by it 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, independent accountants and other
experts selected by the LC Issuer. The LC Issuer shall be fully justified in
failing or refusing to take any action under this Agreement unless it shall
first have received such advice or concurrence of the Required Lenders as it
reasonably deems appropriate or it shall first be indemnified to its reasonable
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.
Notwithstanding any other provision of this Section 2.19, the LC Issuer shall in
all cases be fully protected, as among the Lenders and the Agent, in acting or
in refraining from acting under this Agreement in accordance with a request of
the Required Lenders, and such request and any action taken or failure to act
pursuant thereto shall be binding upon the Lenders and all future holders of
participations in any Facility LCs.

         (j)      The Borrower hereby agrees to indemnify and hold harmless each
Lender, the LC Issuer and the Agent, and their respective directors, officers,
agents and employees from and against any and all claims and damages, losses,
liabilities, costs or expenses which such Lender, the LC Issuer or the Agent may
incur (or which may be claimed against such Lender, the LC Issuer or the Agent
by any Person whatsoever) by reason of or in connection with the execution and
delivery or transfer of or payment or failure to pay under any Facility LC or
any actual or proposed use of any Facility LC, including, without limitation,
any claims, damages, losses, liabilities, costs or expenses which the LC Issuer
may incur by reason of or in connection with (i) the failure of any other Lender
to fulfill or comply with its obligations to the LC Issuer hereunder (but
nothing herein contained shall affect any rights the Borrower may have against
any defaulting Lender) or (ii) by reason of or on account of the LC Issuer
issuing any Facility LC which specifies that the term "Beneficiary" included
therein includes any successor by operation of law of the named Beneficiary, but
which Facility LC does not require that any drawing by any



                                    Page 28
<PAGE>   29

such successor Beneficiary be accompanied by a copy of a legal document,
satisfactory to the LC Issuer, evidencing the appointment of such successor
Beneficiary; provided that the Borrower shall not be required to indemnify any
Lender, the LC Issuer or the Agent for any claims, damages, losses, liabilities,
costs or expenses to the extent, but only to the extent, caused by (i) the
willful misconduct or gross negligence of the LC Issuer (including, without
limitation, any such gross negligence or willful misconduct in determining
whether a request presented under any Facility LC complied with the terms of
such Facility LC), or (ii) the LC Issuer's failure to pay under any Facility LC
after the presentation to it of a request strictly complying with the terms and
conditions of such Facility LC. Nothing in this subsection (j) is intended to
limit the obligations of the Borrower under any other provision of this
Agreement.

         (k)      Each Lender shall, ratably in accordance with its Percentage,
indemnify the LC Issuer, its affiliates and their respective directors,
officers, agents and employees (to the extent not reimbursed by the Borrower)
against any cost, expense (including reasonable counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from any such
indemnitee's gross negligence or willful misconduct or the LC Issuer's failure
to pay under any Facility LC after the presentation to it of a request strictly
complying with the terms and conditions of the Facility LC) that such
indemnitees may suffer or incur in connection with this Section 2.19 or any
action taken or omitted by such indemnitees hereunder.

         (l)      In its capacity as a Lender, the LC Issuer shall have the same
rights and obligations as any other Lender.

         2.20.    METHOD OF PAYMENT. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Agent at the Agent's address specified pursuant to
Article XIII, or at any other Lending Installation of the Agent specified in
writing by the Agent to the Borrower, by noon (Chicago time) on the date when
due and shall be applied ratably by the Agent among the Lenders. Each payment
delivered to the Agent for the account of any Lender shall be delivered promptly
by the Agent to such Lender in the same type of funds that the Agent received at
its address specified pursuant to Article XIII or at any Lending Installation
specified in a notice received by the Agent from such Lender. The Agent is
hereby authorized to charge the account of the Borrower maintained with First
Chicago for each payment of principal, interest, fees, and any other Obligations
as it becomes due hereunder.





                                    Page 29
<PAGE>   30


                                   ARTICLE III

                             YIELD PROTECTION; TAXES


         3.1.     YIELD PROTECTION. If, on or after the date of this Agreement,
the adoption of any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law), or any change in the interpretation or administration thereof by any
governmental or quasi-governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender or applicable Lending Installation with any request or directive (whether
or not having the force of law) of any such authority, central bank or
comparable agency:

      (i)     subjects any Lender or any applicable Lending Installation to any
              Taxes, or changes the basis of taxation of payments (other than
              with respect to Excluded Taxes) to any Lender in respect of its
              Eurodollar Loans, or

     (ii)     imposes or increases or deems applicable any reserve, assessment,
              insurance charge, special deposit or similar requirement against
              assets of, deposits with or for the account of, or credit extended
              by, any Lender or any applicable Lending Installation (other than
              reserves and assessments taken into account in determining the
              interest rate applicable to Eurodollar Advances), or

    (iii)     imposes any other condition the result of which is to increase the
              cost to any Lender or any applicable Lending Installation of
              making, funding or maintaining its Eurodollar Loans or reduces any
              amount receivable by any Lender or any applicable Lending
              Installation in connection with its Eurodollar Loans, or requires
              any Lender or any applicable Lending Installation to make any
              payment calculated by reference to the amount of Eurodollar Loans
              held or interest received by it, by an amount deemed material by
              such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Eurodollar Loans or
Revolving Commitment or to reduce the return received by such Lender or
applicable Lending Installation in connection with such Eurodollar Loans or
Revolving Commitment, then, within 15 days of demand by such Lender, the
Borrower shall pay such Lender such additional amount or amounts as will
compensate such Lender for such increased cost or reduction in amount received.

         3.2.     CHANGES IN CAPITAL ADEQUACY REGULATIONS. If a Lender
determines the amount of capital required or expected to be maintained by such
Lender, any Lending Installation of such Lender or any corporation controlling
such Lender is increased as a result of a Change, then, within 15 days of demand
by such Lender, the Borrower shall pay such Lender the amount 



                                    Page 30
<PAGE>   31

necessary to compensate for any shortfall in the rate of return on the portion
of such increased capital which such Lender determines is attributable to this
Agreement, its Loans or its Revolving Commitment to make Loans hereunder, or any
Facility LCs or its participation interest therein (in any case after taking
into account such Lender's policies as to capital adequacy). "Change" means (i)
any change after the date of this Agreement in the Risk-Based Capital Guidelines
or (ii) any adoption of or change in any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the date of this
Agreement which affects the amount of capital required or expected to be
maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based
capital guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (ii) the corresponding capital regulations in
effect on the date of this Agreement promulgated by regulatory authorities
outside the United States implementing the July 1988 report of the Basle
Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

         3.3.     AVAILABILITY OF TYPES OF ADVANCES. If any Lender determines
that maintenance of its Eurodollar Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (i) deposits
of a type and maturity appropriate to match fund Eurodollar Advances are not
available or (ii) the interest rate applicable to a Type of Advance does not
accurately reflect the cost of making or maintaining such Advance, then the
Agent shall suspend the availability of the affected Type of Advance and require
any affected Eurodollar Advances to be repaid or converted to Floating Rate
Advances, subject to the payment of any funding indemnification amounts required
by Section 3.4.

         3.4.     FUNDING INDEMNIFICATION. If any payment of a Eurodollar
Advance occurs on a date which is not the last day of the applicable Interest
Period, whether because of acceleration, prepayment or otherwise, or a
Eurodollar Advance is not made on the date specified by the Borrower for any
reason other than default by the Lenders, the Borrower will indemnify each
Lender for any loss or cost incurred by it resulting therefrom, including,
without limitation, any loss or cost in liquidating or employing deposits
acquired to fund or maintain such Eurodollar Advance.

         3.5.     TAXES. (i) All payments by the Borrower to or for the account
of any Lender or the Agent hereunder or under any Note shall be made free and
clear of and without deduction for any and all Taxes. If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any Lender or the Agent, (a) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 3.5) such Lender or the
Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions



                                    Page 31
<PAGE>   32

been made, (b) the Borrower shall make such deductions, (c) the Borrower shall
pay the full amount deducted to the relevant authority in accordance with
applicable law and (d) the Borrower shall furnish to the Agent the original copy
of a receipt evidencing payment thereof within 30 days after such payment is
made.

         (ii) In addition, the Borrower hereby agrees to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Note or from the execution or delivery of, or otherwise with respect to,
this Agreement or any Note ("Other Taxes").

         (iii) The Borrower hereby agrees to indemnify the Agent and each Lender
for the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by
the Agent or such Lender and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. Payments due under this
indemnification shall be made within 30 days of the date the Agent or such
Lender makes demand therefor pursuant to Section 3.6.

         (iv) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a "Non-U.S. Lender") agrees that it
will, not less than ten Business Days after the date of this Agreement or after
it becomes a Lender pursuant to Section 12.3 (i) deliver to each of the Borrower
and the Agent two duly completed copies of United States Internal Revenue
Service Form 1001 or 4224, certifying in either case that such Lender is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, and (ii) deliver to each
of the Borrower and the Agent a United States Internal Revenue Form W-8 or W-9,
as the case may be, and certify that it is entitled to an exemption from United
States backup withholding tax. Each Non-U.S. Lender further undertakes to
deliver to each of the Borrower and the Agent (x) renewals or additional copies
of such form (or any successor form) on or before the date that such form
expires or becomes obsolete, and (y) after the occurrence of any event requiring
a change in the most recent forms so delivered by it, such additional forms or
amendments thereto as may be reasonably requested by the Borrower or the Agent.
All forms or amendments described in the preceding sentence shall certify that
such Lender is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes, unless an
event (including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form or amendment with
respect to it and such Lender advises the Borrower and the Agent that it is not
capable of receiving payments without any deduction or withholding of United
States federal income tax.

         (v) For any period during which a Non-U.S. Lender has failed to provide
the Borrower with an appropriate form pursuant to clause (iv), above (unless
such failure is due to a change in treaty, law or regulation, or any change in
the interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was 



                                    Page 32
<PAGE>   33

required to be provided), such Non-U.S. Lender shall not be entitled to
indemnification under this Section 3.5 with respect to Taxes imposed by the
United States; provided that, should a Non-U.S. Lender which is otherwise exempt
from or subject to a reduced rate of withholding tax become subject to Taxes
because of its failure to deliver a form required under clause (iv), above, the
Borrower shall take such steps as such Non-U.S. Lender shall reasonably request
to assist such Non-U.S. Lender to recover such Taxes.

         (vi) Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Borrower (with a copy to the Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at
a reduced rate.

         3.6.     LENDER STATEMENTS; SURVIVAL OF INDEMNITY. To the extent
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Loans to reduce any liability of the
Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
unavailability of Eurodollar Advances under Section 3.3, so long as such
designation is not, in the sole judgment of such Lender, disadvantageous to such
Lender. Each Lender shall deliver a written statement of such Lender to the
Borrower (with a copy to the Agent) as to the amount due, if any, under Section
3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable
detail the calculations upon which such Lender determined such amount and shall
be final, conclusive and binding on the Borrower in the absence of manifest
error. Determination of amounts payable under such Sections in connection with a
Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar
Loan through the purchase of a deposit of the type and maturity corresponding to
the deposit used as a reference in determining the Eurodollar Rate applicable to
such Loan, whether in fact that is the case or not. Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be
payable on demand after receipt by the Borrower of such written statement. The
obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive
payment of the Obligations and termination of this Agreement.

         3.7.     LIMITATION ON CERTAIN PAYMENT OBLIGATIONS. The Borrower shall
not have any obligation to pay any amount to any Lender or the Agent with
respect to claims accruing under Sections 2.19(g), 3.1 or 3.2 hereof prior to
the ninetieth (90th) day preceding written demand therefor from such Lender or
the Agent, except in any instance where the change in law, regulation, rule,
guideline or directive, or in the interpretation or administration thereof,
giving rise to such obligation occurred during such 90-day period and is made
retroactive to a date preceding such 90-day period, in which case the Borrower's
obligation shall extend back to the effective date of such change.





                                    Page 33
<PAGE>   34


                                   ARTICLE IV

                              CONDITIONS PRECEDENT


         4.1.     INITIAL CREDIT EXTENSION. The Lenders shall not be required to
make the initial Credit Extension hereunder unless the Borrower has furnished to
the Agent the following, all in form and substance satisfactory to the Agent and
the Lenders, with sufficient copies for the Lenders:

           (i)    Copies of the articles or certificate of incorporation,
                  together with all amendments, and a certificate of good
                  standing, each certified by the appropriate governmental
                  officer in its jurisdiction of organization for each Loan
                  Party.

          (ii)    Copies, certified by its Secretary or Assistant Secretary, of
                  each Loan Party's by-laws and Board of Directors' resolutions
                  authorizing the execution of the Credit Documents to which
                  such Loan Party is a party.

         (iii)    An incumbency certificate, executed by the Secretary or
                  Assistant Secretary of each Loan Party, which shall identify
                  by name and title and bear the signatures of the Authorized
                  Officers and any other officers of such Loan Party authorized
                  to sign the Credit Documents to which such Loan Party is a
                  party, upon which certificate the Agent and the Lenders shall
                  be entitled to rely until informed of any change in writing by
                  such Loan Party.

          (iv)    A certificate, signed by the Chief Financial Officer of the
                  Borrower, stating that on the initial Credit Extension Date
                  (A) no Default or Unmatured Default has occurred and is
                  continuing, (B) the representations and warranties set forth
                  in the Credit Documents are true and correct in all material
                  respects on such date, and (C) all conditions set forth in
                  this Article IV have been satisfied or waived in writing by
                  the Required Lenders.

           (v)    A written opinion of counsel for the Loan Parties, addressed
                  to the Lenders in substantially the form of Exhibit A.

          (vi)    Any Notes requested by a Lender pursuant to Section 2.13
                  payable to the order of each such requesting Lender.

         (vii)    Written money transfer instructions, in substantially the form
                  of Exhibit D, addressed to the Agent and signed by an
                  Authorized Officer, together with such other related money
                  transfer authorizations as the Agent may have reasonably
                  requested.




                                    Page 34
<PAGE>   35


        (viii)    The Subsidiary Guaranty signed by the duly authorized officers
                  of the Subsidiaries that are parties thereto.

          (ix)    The Borrower Pledge Agreement duly executed by an Authorized
                  Officer of the Borrower, together with (i) all stock
                  certificates and other instruments and documents representing
                  the "Pledged Securities" (as defined in the Borrower Pledge
                  Agreement) accompanied by instruments of transfer and stock
                  powers endorsed in blank, and (ii) Uniform Commercial Code
                  financing statements naming the Borrower as "debtor" and the
                  Agent, for the ratable benefit of the Lenders, as the "secured
                  party" and covering the "Collateral" (as defined in the
                  Borrower Pledge Agreement), evidencing a first priority pledge
                  of and security interest in such "Pledged Securities."

           (x)    The Subsidiary Pledge Agreement duly executed by an authorized
                  officer of each Subsidiary that is a party thereto, together
                  with (i) all stock certificates and other documents and
                  instruments representing the "Pledged Securities" (as defined
                  in the Subsidiary Pledge Agreement) accompanied by instruments
                  of transfer and stock powers endorsed in blank, and (ii)
                  Uniform Commercial Code financing statements naming each
                  Subsidiary as a "Debtor" and the Agent, for the ratable
                  benefit of the Lenders, as the "secured party" and covering
                  the "Collateral" (as defined in the Subsidiary Pledge
                  Agreement), evidencing a first priority pledge of and security
                  interest in such "Pledged Securities."

          (xi)    The Contribution Agreement duly executed by an Authorized
                  Officer of the Borrower and authorized officers of all
                  Subsidiaries that are parties thereto.

         (xii)    The L/C Cash Collateral Agreement duly executed by an
                  Authorized Officer of the Borrower.

        (xiii)    Evidence satisfactory to the Agent that the Existing Credit
                  Agreements have been terminated and all indebtedness,
                  liabilities, and obligations outstanding thereunder have been
                  paid in full, and that all Liens on the assets and properties
                  of the Borrower and its Subsidiaries, other than those
                  permitted by Section 6.14, have been terminated or cancelled.

         (xiv)    Evidence satisfactory to the Agent that the Borrower has
                  received from the initial public offering of its common stock
                  net cash proceeds not less than $25,000,000, together with
                  copies of the registration statement and all other documents
                  filed by or on behalf of the Borrower with the Securities and
                  Exchange Commission in connection with such public offering.



                                    Page 35
<PAGE>   36


          (xv)    A pro forma consolidated balance sheet for the Borrower and
                  its Subsidiaries after giving effect to the initial public
                  offering of the Borrower's common stock, and a three-year
                  business plan for the Borrower and its Subsidiaries.

         (xvi)    A compliance and solvency certificate executed by the Chief
                  Financial Officer of the Borrower.

        (xvii)    The insurance certificate described in Section 5.19.

       (xviii)    Evidence satisfactory to the Agent that the NCFC Loan and
                  Security Agreement has been terminated or has expired, and
                  that the obligations of The Distribution Group, Inc. under the
                  Subsidiary Guaranty have become fully effective under the
                  terms of the Subsidiary Guaranty.

        (xvix)    Such other documents as the Agent or any Lender or its counsel
                  may have reasonably requested.

          (xx)    Receipt by the Agent of all fees and expense payments due from
                  the Borrower on or before the Closing Date.


         4.2.     EACH CREDIT EXTENSION. The Lenders shall not be required to
make any Credit Extension (other than an Advance that, after giving effect
thereto and to the application of the proceeds thereof, does not increase the
aggregate amount of outstanding Advances), unless on the applicable Credit
Extension Date:

           (i)    There exists no Default or Unmatured Default.

          (ii)    The representations and warranties contained in Article V are
                  true and correct as of such Credit Extension Date except to
                  the extent any such representation or warranty is expressly
                  stated to relate solely to an earlier date, in which case such
                  representation or warranty shall have been true and correct in
                  all material respects on and as of such earlier date.

         (iii)    All legal matters incident to the making of such Credit
                  Extension shall be satisfactory to the Agent, the Lenders and
                  their counsel.

         Each Borrowing Notice or Facility LC Notice with respect to each such
Credit Extension shall constitute a representation and warranty by the Borrower
that the conditions contained in Sections 4.2(i) and (ii) have been satisfied.
Any Lender may require a duly completed compliance certificate in substantially
the form of Exhibit B as a condition to making a Credit Extension.




                                    Page 36
<PAGE>   37

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES


         The Borrower represents and warrants to the Lenders that:

         5.1.     EXISTENCE AND STANDING. Each of the Borrower and its
Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or
limited liability company duly and properly incorporated or organized, as the
case may be, validly existing and (to the extent such concept applies to such
entity) in good standing under the laws of its jurisdiction of incorporation or
organization and has all requisite authority to conduct its business in each
jurisdiction in which its business is conducted.

         5.2.     AUTHORIZATION AND VALIDITY. The Borrower has the power and
authority and legal right to execute and deliver the Credit Documents to which
it is a party and to perform its obligations thereunder. The execution and
delivery by the Borrower of the Credit Documents to which it is a party and the
performance of its obligations thereunder have been duly authorized by proper
corporate proceedings, and the Credit Documents to which the Borrower is a party
constitute legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their terms, except as enforceability
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally.

         5.3.     NO CONFLICT; GOVERNMENT CONSENT. Neither the execution and
delivery by the Borrower or any Subsidiary of the Credit Documents to which it
is a party, nor the consummation of the transactions therein contemplated, nor
compliance with the provisions thereof will violate (i) any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding on the
Borrower or any of its Subsidiaries or (ii) the Borrower's or any Subsidiary's
articles or certificate of incorporation, partnership agreement, certificate of
partnership, articles or certificate of organization, by-laws, or operating or
other management agreement, as the case may be, or (iii) the provisions of any
indenture, instrument or agreement to which the Borrower or any of its
Subsidiaries is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, or result in, or
require, the creation or imposition of any Lien in, of or on the Property of the
Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument
or agreement. No order, consent, adjudication, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or authority, or any
subdivision thereof, which has not been obtained by the Borrower or any of its
Subsidiaries, is required to be obtained by the Borrower or any of its
Subsidiaries in connection with the execution and delivery of the Credit
Documents, the borrowings under this 



                                    Page 37
<PAGE>   38

Agreement, the payment and performance by the Borrower of the Obligations or the
legality, validity, binding effect or enforceability of any of the Credit
Documents.

         5.4.     FINANCIAL STATEMENTS. The audited financial statements of the
"Founding Companies" (as defined in the Prospectus) for the periods ending
December 31, 1995 and December 31, 1996, the unaudited financial statements of
the Founding Companies for the six-month period ending June 30, 1997, and the
unaudited pro forma combined financial statements of the Borrower and its
Subsidiaries for the periods ending December 31, 1996 and June 30, 1997, all as
set forth in the Prospectus, were prepared in accordance with generally accepted
accounting principles in effect on the date such statements were prepared
(subject, in the case of interim statements, to normal year-end audit
adjustments) and fairly present the financial condition and operations of the
Founding Companies and the Borrower and its Subsidiaries, as the case may be, at
such dates and the results of their operations for the periods then ended.

         5.5.     MATERIAL ADVERSE CHANGE. Since June 30, 1997, there has been
no change in the business, Property, prospects, condition (financial or
otherwise) or results of operations of the Founding Companies, or the Borrower
and its Subsidiaries, as the case may be, which could reasonably be expected to
have a Material Adverse Effect.

         5.6.     TAXES. The Borrower and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Borrower or any of its Subsidiaries, except such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles
and as to which no Lien exists. No tax liens have been filed and no claims are
being asserted with respect to any such taxes. The charges, accruals and
reserves on the books of the Borrower and its Subsidiaries in respect of any
taxes or other governmental charges are adequate.

         5.7.     LITIGATION AND CONTINGENT OBLIGATIONS. Except as set forth on
Schedule 5.7, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their officers,
threatened against or affecting the Borrower or any of its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect or which seeks to
prevent, enjoin or delay the making of any Loans. Other than any liability
incident to any litigation, arbitration or proceeding which could not reasonably
be expected to have a Material Adverse Effect, the Borrower has no material
contingent obligations not provided for or disclosed in the financial statements
referred to in Section 5.4.

         5.8.     SUBSIDIARIES. Schedule 5.8 contains an accurate list of all
Subsidiaries of the Borrower as of the date of this Agreement, setting forth
their respective jurisdictions of organization and the percentage of their
respective capital stock or other ownership interests owned by the Borrower or
other Subsidiaries. All of the issued and outstanding shares of capital stock or
other ownership interests of such Subsidiaries have been 




                                    Page 38
<PAGE>   39

(to the extent such concepts are relevant with respect to such ownership
interests) duly authorized and issued and are fully paid and non-assessable.

         5.9.     ERISA. The Unfunded Liabilities of all Single Employer Plans
do not in the aggregate exceed $1,000,000. Neither the Borrower nor any other
member of the Controlled Group has incurred, or is reasonably expected to incur,
any withdrawal liability to Multiemployer Plans in excess of $1,000,000 in the
aggregate. Each Plan complies in all material respects with all applicable
requirements of law and regulations. No Reportable Event has occurred with
respect to any Plan, neither the Borrower nor any other member of the Controlled
Group has withdrawn from any Plan or initiated steps to do so, and no steps have
been taken to reorganize or terminate any Plan except in any such case where
such Reportable Event, withdrawal or intended withdrawal, or reorganization or
termination could not reasonably be expected have a Material Adverse Effect.

         5.10.    ACCURACY OF INFORMATION. No information, exhibit or report
furnished by the Borrower or any of its Subsidiaries to the Agent or to any
Lender in connection with the negotiation of, or compliance with, the Credit
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

         5.11.    REGULATION U. Margin stock (as defined in Regulation U)
constitutes less than 25% of the value of those assets of the Borrower and its
Subsidiaries which are subject to any limitation on sale, pledge, or other
restriction hereunder.

         5.12.    MATERIAL AGREEMENTS. Neither the Borrower nor any Subsidiary
is a party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (i) any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect or (ii) any
agreement or instrument evidencing or governing any Material Obligation.

         5.13.    COMPLIANCE WITH LAWS. The Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property except for any failure
to comply with any of the foregoing which could not reasonably be expected to
have a Material Adverse Effect.

         5.14.    OWNERSHIP OF PROPERTIES. Except as set forth on Schedule 5.14,
on the date of this Agreement, the Borrower and its Subsidiaries will have good
title, free of all Liens other than those permitted by Section 6.14, to all of
the Property



                                    Page 39
<PAGE>   40

and assets reflected in the Borrower's most recent consolidated financial
statements provided to the Agent as owned by the Borrower and its Subsidiaries.

         5.15.    PLAN ASSETS; PROHIBITED TRANSACTIONS. The Borrower is not an
entity deemed to hold "plan assets" within the meaning of 29 C.F.R. ss.
2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA)
which is subject to Title I of ERISA or any plan (within the meaning of Section
4975 of the Code), and neither the execution of this Agreement nor the making of
Loans hereunder gives rise to a prohibited transaction within the meaning of
Section 406 of ERISA or Section 4975 of the Code.

         5.16.    ENVIRONMENTAL MATTERS. In the ordinary course of its business,
the officers of the Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Borrower
due to Environmental Laws. On the basis of this consideration, the Borrower has
concluded that Environmental Laws cannot reasonably be expected to have a
Material Adverse Effect. Neither the Borrower nor any Subsidiary has received
any notice to the effect that its operations are not in material compliance with
any of the requirements of applicable Environmental Laws or are the subject of
any federal or state investigation evaluating whether any remedial action is
needed to respond to a release of any toxic or hazardous waste or substance into
the environment, which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect.

         5.17.    INVESTMENT COMPANY ACT. Neither the Borrower nor any
Subsidiary is an "investment company" or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

         5.18.    PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower nor
any Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

         5.19.    INSURANCE. The certificate signed by the President or Chief
Financial Officer of the Borrower, that attests to the existence and adequacy
of, and summarizes, the property and casualty insurance program carried by the
Borrower with respect to itself and its Subsidiaries and that has been furnished
by the Borrower to the Agent and the Lenders, is complete and accurate. This
summary includes the insurer's or insurers' name(s), policy number(s),
expiration date(s), amount(s) of coverage, type(s) of coverage, exclusion(s),
and deductibles. This summary also includes similar information, and describes
any reserves, relating to any self-insurance program that is in effect.





                                    Page 40
<PAGE>   41


         5.20.    SOLVENCY. (i) Immediately after the consummation of the
transactions to occur on the date hereof and immediately following the making of
each Credit Extension, if any, made on the date hereof and after giving effect
to the application of the proceeds of any Loans made as part thereof (a) the
fair value of the assets of the Borrower and its Subsidiaries on a consolidated
basis, at a fair valuation, will exceed the debts and liabilities, subordinated,
contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated
basis; (b) the present fair saleable value of the property of the Borrower and
its Subsidiaries on a consolidated basis will be greater than the amount that
will be required to pay the probable liability of the Borrower and its
Subsidiaries on a consolidated basis on their debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (c) the Borrower and its Subsidiaries on a
consolidated basis will be able to pay their debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured; and (d) the Borrower and its Subsidiaries on a
consolidated basis will not have unreasonably small capital with which to
conduct the businesses in which they are engaged as such businesses are now
conducted and are proposed to be conducted after the date hereof.

         (ii)     The Borrower does not intend to, or to permit any of its
Subsidiaries to, and does not believe that it or any of its Subsidiaries will,
incur debts beyond its ability to pay such debts as they mature, taking into
account the timing of and amounts of cash to be received by it or any such
Subsidiary and the timing of the amounts of cash to be payable on or in respect
of its Indebtedness or the Indebtedness of any such Subsidiary.





                                    Page 41
<PAGE>   42


                                   ARTICLE VI

                                    COVENANTS

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1.     FINANCIAL REPORTING. The Borrower will maintain, for itself
and each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to the
Lenders:

         (i)      Within 90 days after the close of each of its fiscal years, an
                  unqualified (except for qualifications relating to changes in
                  accounting principles or practices reflecting changes in
                  generally accepted accounting principles and required or
                  approved by the Borrower's independent certified public
                  accountants) audit report certified by independent certified
                  public accountants acceptable to the Lenders, prepared in
                  accordance with Agreement Accounting Principles on a
                  consolidated and consolidating basis (consolidating statements
                  need not be certified by such accountants) for itself and its
                  Subsidiaries, including balance sheets as of the end of such
                  period, related profit and loss and reconciliation of surplus
                  statements, and a statement of cash flows, accompanied by (a)
                  any management letter prepared by said accountants, and (b) a
                  certificate of said accountants that, in the course of their
                  examination necessary for their certification of the
                  foregoing, they have obtained no knowledge of any Default or
                  Unmatured Default, or if, in the opinion of such accountants,
                  any Default or Unmatured Default shall exist, stating the
                  nature and status thereof

          (ii)    Within 45 days after the close of the first three quarterly
                  periods of each of its fiscal years, for itself and its
                  Subsidiaries, consolidated and consolidating unaudited balance
                  sheets as at the close of each such period and consolidated
                  and consolidating profit and loss and reconciliation of
                  surplus statements and a statement of cash flows for the
                  period from the beginning of such fiscal year to the end of
                  such quarter, all certified by its chief financial officer.

         (iii)    Together with the financial statements required under Sections
                  6.1(i) and (ii), a compliance certificate in substantially the
                  form of Exhibit B signed by the Borrower's chief financial
                  officer showing the calculations necessary to determine
                  compliance with this Agreement and stating that no Default or
                  Unmatured Default exists, or if any Default or Unmatured
                  Default exists, stating the nature and status thereof.




                                    Page 42
<PAGE>   43

          (iv)    Within 270 days after the close of each fiscal year, a
                  statement of the Unfunded Liabilities of each Single Employer
                  Plan, certified as correct by an actuary enrolled under ERISA.

           (v)    As soon as possible and in any event within 10 days after the
                  Borrower knows that any Reportable Event that could reasonably
                  be expected to have a Material Adverse Effect has occurred
                  with respect to any Plan, a statement, signed by the chief
                  financial officer of the Borrower, describing said Reportable
                  Event and the action which the Borrower proposes to take with
                  respect thereto.

          (vi)    As soon as possible and in any event within 10 days after
                  receipt by the Borrower, a copy of (a) any notice or claim to
                  the effect that the Borrower or any of its Subsidiaries is or
                  may be liable to any Person for an amount in excess of
                  $1,000,000 as a result of the release by the Borrower, any of
                  its Subsidiaries, or any other Person of any toxic or
                  hazardous waste or substance into the environment, and (b) any
                  notice alleging any violation of any federal, state or local
                  environmental, health or safety law or regulation by the
                  Borrower or any of its Subsidiaries, which, in either case,
                  could reasonably be expected to have a Material Adverse
                  Effect.

         (vii)    As soon as possible and in any event within 10 days after the
                  Borrower has knowledge thereof (A) the filing or commencement
                  of, or any threat or notice of intention of any Person to file
                  or commence, in the action, suit or proceeding, whether at law
                  or in equity or by or before any Governmental Authority,
                  against any Borrower or Subsidiary, or any Affiliate thereof,
                  that could reasonably be expected to result in a Material
                  Adverse Effect, (B) the occurrence, or alleged occurrence, of
                  any default or event of default in respect of any Material
                  Obligation or under any other agreement that could reasonably
                  be expected to result in a Material Adverse Effect, or (C) any
                  other development that has resulted in, or could reasonably be
                  expected to result in, a Material Adverse Effect.

        (viii)    Promptly upon the furnishing thereof to the public
                  shareholders of the Borrower, copies of all financial
                  statements, reports and proxy statements so furnished.

          (ix)    Promptly upon the filing thereof, copies of all registration
                  statements and annual, quarterly, monthly or other regular
                  reports which the Borrower or any of its Subsidiaries files
                  with the Securities and Exchange Commission.

           (x)    Such other information (including non-financial information)
                  as the Agent or any Lender may from time to time reasonably
                  request.

         6.2.     USE OF PROCEEDS. The Borrower will, and will cause each
Subsidiary to, use the proceeds of the Advances (i) to refinance indebtedness
outstanding under



                                    Page 43
<PAGE>   44

the Existing Credit Agreements, (ii) to finance Permitted Acquisitions and Costs
and Expenses incurred in connection therewith, (iii) for working capital and
other general corporate purposes, and (iv) to repay outstanding Credit
Extensions. The Borrower will not, nor will it permit any Subsidiary to, use any
of the proceeds of the Advances to purchase or carry any "margin stock" (as
defined in Regulation U).

         6.3.     NOTICE OF DEFAULT. Promptly, but not later than five (5)
Business Days after any Authorized Officer becomes aware thereof, the Borrower
will, and will cause each Subsidiary to, give prompt notice in writing to the
Lenders of the occurrence of any Default or Unmatured Default and of any other
development, financial or otherwise, which could reasonably be expected to have
a Material Adverse Effect.

         6.4.     CONDUCT OF BUSINESS. The Borrower will, and will cause each
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted and do all things necessary to remain duly incorporated or organized,
validly existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation, partnership or limited liability company in
its jurisdiction of incorporation or organization, as the case may be, and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted.

         6.5.     TAXES. The Borrower will, and will cause each Subsidiary to,
timely file complete and correct United States federal and applicable foreign,
state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or Property, except those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside in
accordance with Agreement Accounting Principles. At any time that any of the
Subsidiaries is organized as a limited liability company, each such limited
liability company will qualify for partnership tax treatment under United States
federal tax law.

         6.6.     INSURANCE. The Borrower will, and will cause each Subsidiary
to, maintain with financially sound and reputable insurance companies insurance
on all their Property in such amounts and covering such risks as is consistent
with sound business practice, and the Borrower will furnish to any Lender upon
request full information as to the insurance carried.

         6.7.     COMPLIANCE WITH LAWS. The Borrower will, and will cause each
Subsidiary to, comply in all material respects with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
it may be subject including, without limitation, all Environmental Laws.

         6.8.     MAINTENANCE OF PROPERTIES. The Borrower will, and will cause
each Subsidiary to, do all things necessary to maintain, preserve, protect and





                                    Page 44
<PAGE>   45

keep its Property in good repair, working order and condition, and make all
necessary and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all times.

         6.9.     INSPECTION. The Borrower will, and will cause each Subsidiary
to, permit the Agent and the Lenders, by their respective representatives and
agents, to inspect any of the Property, books and financial records of the
Borrower and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Borrower and each Subsidiary, and to
discuss the affairs, finances and accounts of the Borrower and each Subsidiary
with, and to be advised as to the same by, their respective officers at such
reasonable times and intervals as the Agent or any Lender may designate.

         6.10.    INDEBTEDNESS. The Borrower will not permit the Active
Subsidiaries to create, incur or suffer to exist any Indebtedness, except:

           (i)    The Subsidiary Guaranty.

          (ii)    Indebtedness existing on the date hereof and described in
                  Schedule 6.10.

         (iii)    Indebtedness arising or deemed to arise in respect of a
                  securitization or secured financing facility for accounts
                  receivable of the Borrower and its Subsidiaries, provided that
                  such facility is approved by the Required Lenders.

          (iv)    Indebtedness arising under foreign exchange and currency swap
                  contracts entered into in the ordinary course of business and
                  not for speculative purposes, provided that the Net
                  Mark-to-Market Exposure arising from such contracts does not
                  exceed (A) in the case of any Subsidiary, an amount equal to
                  five percent (5%) of such Subsidiary's total assets, or (B) in
                  the case of all such Subsidiaries, an amount equal to two
                  percent (2%) of the consolidated total assets of the Borrower
                  and its Subsidiaries, in each case as measured as at the end
                  of the most recent fiscal quarter of such Subsidiary or the
                  Borrower, as the case may be.

           (v)    Indebtedness not described in clause (ii) above (A) incurred
                  or assumed for the purpose of financing or refinancing all or
                  any part of the cost of acquiring or constructing any specific
                  fixed asset, or (B) owing by any Subsidiary at the time such
                  Subsidiary is acquired by the Borrower or merged into or
                  consolidated with the Borrower or another Subsidiary, so long
                  as such Indebtedness was not incurred in contemplation of such
                  acquisition, merger or consolidation; provided that the sum of
                  all Indebtedness described in this clause (v), together with
                  all Indebtedness secured by Liens permitted pursuant to
                  Section 6.14(vii) and the amount of the transactions permitted
                  pursuant to Section 6.17(B) (but without duplication of such
                  amounts), does not exceed an amount equal to ten percent



                                    Page 45
<PAGE>   46

                  (10%) of the consolidated total assets of the Borrower and its
                  Subsidiaries as measured as at the end of the most recent
                  fiscal quarter of the Borrower.

          (vi)    Other Indebtedness not described in the preceding clauses (i)
                  through (v) not to exceed an amount equal to five percent (5%)
                  of the consolidated total assets of the Borrower and its
                  Subsidiaries as measured as at the end of the most recent
                  fiscal quarter of the Borrower.

         6.11.    MERGER. The Borrower will not, nor will it permit any
Subsidiary to, merge or consolidate with or into any other Person, except (i)
that a Subsidiary may merge into the Borrower or a Wholly-Owned Subsidiary, (ii)
that a Subsidiary may merge or consolidate with or into any other Person as part
of a Permitted Acquisition, and (iii) any other Person may merge or consolidate
with or into any Subsidiary or the Borrower as part of a Permitted Acquisition.

         6.12.    SALE OF ASSETS. The Borrower will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property to any other
Person, except:

           (i)    Sales of inventory in the ordinary course of business.

          (ii)    Sales or other dispositions of obsolete or unnecessary
                  equipment in the ordinary course of business.

         (iii)    Sales of accounts receivable of the Borrower and/or its
                  Subsidiaries in a securitization facility permitted by Section
                  6.10(iii).

          (iv)    Leases, sales or other dispositions of its Property that,
                  together with all other Property of the Borrower and its
                  Subsidiaries previously leased, sold or disposed of (other
                  than as provided in clauses (i) through (iii) above) as
                  permitted by this Section during the twelve-month period
                  ending with the month in which any such lease, sale or other
                  disposition occurs, do not constitute a Substantial Portion of
                  the Property of the Borrower and its Subsidiaries.

         6.13.    INVESTMENTS AND ACQUISITIONS. The Borrower will not, nor will
it permit any Subsidiary to, make or suffer to exist any Investments (including
without limitation, loans and advances to, and other Investments in,
Subsidiaries), or commitments therefor, or to create any Subsidiary or to become
or remain a partner in any partnership or joint venture, or to make any
Acquisition of any Person, except:

           (i)    Cash Equivalent Investments.

          (ii)    Investments in Active Subsidiaries and other Investments in
                  existence on the date hereof and described in Schedule 6.13.



                                    Page 46
<PAGE>   47

         (iii)    Permitted Acquisitions and additional Investments in Active
                  Subsidiaries organized or acquired in connection with any such
                  Permitted Acquisition.

          (iv)    Investments made after the date of this Agreement in
                  Subsidiaries that are not Active Subsidiaries in an aggregate
                  amount not to exceed $1,000,000.

           (v)    Interest rate or foreign currency swap contracts entered into
                  in the ordinary course of business and not for speculative
                  purposes.

          (vi)    Investments made in any wholly owned Subsidiary organized for
                  the purpose of purchasing and selling and/or pledging accounts
                  receivable of the Borrower and/or its Subsidiaries in a
                  securitization or secured financing facility permitted by
                  Section 6.10(iii).

         6.14.    LIENS. The Borrower will not, nor will it permit any
Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the
Property of the Borrower or any of its Subsidiaries, except:

           (i)    Liens for taxes, assessments or governmental charges or levies
                  on its Property if the same shall not at the time be
                  delinquent or thereafter can be paid without penalty, or are
                  being contested in good faith and by appropriate proceedings
                  and for which adequate reserves in accordance with Agreement
                  Accounting Principles shall have been set aside on its books.

          (ii)    Liens imposed by law, such as carriers', warehousemen's and
                  mechanics' liens and other similar liens arising in the
                  ordinary course of business which secure payment of
                  obligations not more than 60 days past due or which are being
                  contested in good faith by appropriate proceedings and for
                  which adequate reserves shall have been set aside on its
                  books.

         (iii)    Liens arising out of pledges or deposits under worker's
                  compensation laws, unemployment insurance, old age pensions,
                  or other social security or retirement benefits, or similar
                  legislation.

          (iv)    Utility easements, building restrictions and such other
                  encumbrances or charges against real property as are of a
                  nature generally existing with respect to properties of a
                  similar character and which do not in any material way affect
                  the marketability of the same or interfere with the use
                  thereof in the business of the Borrower or its Subsidiaries.

           (v)    Liens existing on the date hereof and described in Schedule
                  6.14.



                                    Page 47
<PAGE>   48

          (vi)    Liens in favor of the Agent, for the benefit of the Lenders,
                  granted pursuant to any Collateral Document.

         (vii)    Any Lien not described in clause (v) above and existing on any
                  specific fixed asset (A) of any Person at the time such Person
                  becomes a Subsidiary of the Borrower and not created in
                  contemplation of such event, (B) securing Indebtedness
                  incurred or assumed for the purposes of financing or
                  refinancing all or any part of the cost of acquiring or
                  constructing such asset, where such acquisition is not in
                  connection with the purchase of all or substantially all of
                  the assets of a Person, (C) of any Person existing at the time
                  such Person is merged or consolidated with or into the
                  Borrower or any of its Subsidiaries and not created in
                  contemplation of such event, and (D) prior to the acquisition
                  of such asset by the Borrower or any of its Subsidiaries and
                  not created in contemplation of such acquisition; provided
                  that the Indebtedness secured by all such Liens described in
                  this clause (vii), (x) is otherwise permitted by Section 6.10,
                  and (y) when taken together with all Indebtedness described in
                  Section 6.10(v) and the amount of the transactions permitted
                  pursuant to Section 6.17(B) (but without duplication of such
                  amounts), does not exceed an amount equal to ten percent (10%)
                  of the consolidated total assets of the Borrower and its
                  Subsidiaries as measured as at the end of the most recent
                  fiscal quarter of the Borrower.

        (viii)    Liens securing Indebtedness owing by a Subsidiary to the
                  Borrower or another wholly owned Subsidiary of the Borrower.

          (ix)    Any Lien arising out of the refinancing, extension, renewal or
                  refunding of any Indebtedness secured by any Lien permitted
                  under any of the foregoing clauses of this Section, provided
                  that (x) such Indebtedness is not secured by any additional
                  assets, and (y) the amount of such Indebtedness secured by any
                  Lien is not increased.

           (x)    Zoning ordinances, easements, licenses or restrictions on the
                  use of real property and minor irregularities of title thereto
                  which do not materially impair the use of such property and
                  the operation of the business of the Borrower or any
                  Subsidiary (as the case may be) thereon or the value of such
                  property.

          (xi)    Inchoate Liens arising under ERISA to secure current service
                  pension liabilities as they are incurred under the provisions
                  of Plans from time to time in effect.

         (xii)    Rights reserved to or invested in any municipality or
                  governmental, statutory or public authority to control or
                  regulate any property of the Borrower or any of its
                  Subsidiaries, as the case may be, or to use such property in a
                  manner which does not materially impair the use of such
                  property for the purposes of which it is held by such Person.



                                    Page 48
<PAGE>   49


        (xiii)    Liens granted with respect to accounts receivable of the
                  Borrower and/or its Subsidiaries in a securitization or
                  secured financing facility permitted by Section 6.10(iii).

         6.15.    AFFILIATES.

                  (a)      The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to the Borrower or
such Subsidiary than the Borrower or such Subsidiary would obtain in a
comparable arms-length transaction.

                  (b)      The Borrower will not, nor will it permit any of its
Subsidiaries to, create or otherwise cause or suffer to exist or become
effective, any consensual encumbrance or restriction (excluding any such
encumbrance or restriction under this Agreement) on the ability of any such
Subsidiary to (i) pay dividends or make any other distributions on any of its
Capital Stock, or (ii) pay any indebtedness owed to the Borrower or any of its
Subsidiaries, or (iii) transfer of any of its assets to the Borrower or any of
its Subsidiaries, except any such encumbrance or restriction imposed by a
creditor extending purchase money financing in respect of any asset or assets of
the Borrower or any Subsidiary, or any proceeds thereof, so long as such
encumbrance or restriction does not so encumber or restrict any other assets or
property of the Borrower or any Subsidiary.

         6.16.    SUBORDINATED INDEBTEDNESS. The Borrower will not, and will not
permit any Subsidiary to, make any amendment or modification to the indenture,
note or other agreement evidencing or governing any Subordinated Indebtedness,
or directly or indirectly voluntarily prepay, defease or in substance defease,
purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness,
except that this Section 6.16 shall not apply to any Indebtedness owing by any
Subsidiary which was incurred by such Subsidiary prior to its becoming a
Subsidiary of the Borrower and which was not incurred in contemplation of its
becoming a Subsidiary of the Borrower.

         6.17.    SALE AND LEASEBACK TRANSACTIONS AND OTHER OFF-BALANCE SHEET
LIABILITIES. The Borrower will not, nor will it permit any Subsidiary to, enter
into or suffer to exist (i) any Sale and Leaseback Transaction or (ii) any other
transaction pursuant to which it incurs or has incurred Off-Balance Sheet
Liabilities, except for (A) Rate Hedging Obligations or other interest rate or
foreign currency swap contracts entered into in the ordinary course of business
and not for speculative purposes, and (B) Sale and Leaseback Transactions or
"synthetic lease" transactions entered into by the Borrower or any of its
Subsidiaries for the acquisition or construction of office, distribution or
other facilities to be used by the Borrower or its Subsidiaries, provided that



                                    Page 49

<PAGE>   50

the aggregate value of the assets that are the subject of such transactions
(measured at the higher of book value and fair market value at the time of such
transaction as determined in good faith by the Board of Directors of the
Borrower), taken together with the total amount of Indebtedness permitted
pursuant to Section 6.10(v) and Section 6.14(vii) (but without duplication of
such amounts), does not exceed an amount equal to ten percent (10%) of the
consolidated total assets of the Borrower and its Subsidiaries as measured as at
the end of the most recent fiscal quarter of the Borrower.

         6.18.    CONTINGENT OBLIGATIONS. The Borrower will not, nor will it
permit any Subsidiary to, make or suffer to exist any Contingent Obligation
(including, without limitation, any Contingent Obligation with respect to the
obligations of a Subsidiary), except (i) by endorsement of instruments for
deposit or collection in the ordinary course of business, (ii) the Subsidiary
Guaranty, (iii) Contingent Objections of the Borrower in respect of
Indebtedness, Off-Balance Sheet Liabilities or obligations under Operating
Leases of any Subsidiary that are otherwise permitted to exist or be incurred by
such Subsidiary pursuant to the terms of this Agreement, and (iv) Contingent
Obligations of any Subsidiary in respect of such Subsidiary's own Indebtedness,
Off-Balance Sheet Liabilities or obligations under Operating Leases that are
otherwise permitted to exist or be incurred by such Subsidiary pursuant to the
terms of this Agreement.

         6.19.    FINANCIAL COVENANTS.

                  6.19.1.  COVERAGE RATIO. The Borrower will not permit the
         ratio, determined as of the end of each of its fiscal quarters for the
         then most-recently ended four fiscal quarters, of (i) Consolidated
         EBITDA plus Consolidated Rentals, to (ii) Consolidated Interest Expense
         plus Consolidated Rentals, to be less than 2.50 to 1.00.

                  6.19.2.  DEBT TO CASH FLOW RATIO. The Borrower will not permit
         the ratio, determined as of the end of each of its fiscal quarters, of
         (i) Consolidated Indebtedness to (ii) Adjusted Consolidated EBITDA for
         the then most-recently ended four fiscal quarters to be greater than
         3.25 to 1.00.

                  6.19.3.  MINIMUM NET WORTH. The Borrower will at all times
         maintain Consolidated Net Worth of not less than the sum of (i)
         $73,500,000, (ii) 50% of Consolidated Net Income (without deduction for
         losses) for each preceding fiscal year (commencing with the fiscal year
         ending December 31, 1997), and (iii) the aggregate amount of all Net
         Proceeds of Capital Stock received or deemed received after the date of
         this Agreement.

         6.20.    ADDITIONAL LOAN PARTIES. The Borrower shall cause each Active
Subsidiary organized under the laws of the United States of America or any state
thereof, the District of Columbia, or any territory thereof (a "Domestic Active
Subsidiary") that is not in existence, or does not constitute such a Domestic
Active Subsidiary, as of the date 



                                    Page 50
<PAGE>   51

of this Agreement, to execute and deliver to the Agent a Subsidiary Guaranty
Supplement, a Contribution Agreement Supplement, and a Subsidiary Pledge
Agreement Supplement. In addition, the Borrower and/or each Subsidiary that owns
or holds any Capital Stock of such Domestic Active Subsidiary, or owns or holds
any Capital Stock of an active Subsidiary that is not a Domestic Active
Subsidiary (a "Non-Domestic Active Subsidiary") that is not in existence, or
does not constitute a Non-Domestic Active Subsidiary, as of the date of this
Agreement, shall execute and deliver to the Agent a supplement to the Borrower
Pledge Agreement and/or Subsidiary Pledge Agreement, as the case may be,
providing for the inclusion of such Capital Stock as a portion of the Collateral
subject to a first priority pledge and security interest in favor of the Agent
for the ratable benefit of the Lenders; provided, however, that in the case of
each Non-Domestic Active Subsidiary, the Capital Stock of such Subsidiary to be
pledged thereunder shall be limited to 66% of all outstanding Capital Stock
thereof. In each case, all such documents shall be delivered to the Agent within
10 Business Days after the creation or Acquisition of such Active Subsidiary, or
the date any Subsidiary of the Borrower otherwise becomes an Active Subsidiary,
and shall be accompanied by (i) such documents evidencing the organization of
such Active Subsidiary and the due authorization, execution, delivery, and
enforceability of such documents (e.g., certificate or articles of
incorporation, by-laws, articles of organization, operating and management
agreements, authorizing resolutions of the board of directors or other governing
body and opinions of counsel) as the Agent may reasonably request, and (ii) all
certificates and other instruments and documents representing the Capital Stock
of such Active Subsidiary, together with instruments of transfer and stock
powers duly endorsed in blank and Uniform Commercial Code financing statements
naming the owner or holder thereof as "debtor" and the Agent, for the ratable
benefit of the Lenders, as "secured party" and covering the Collateral evidenced
thereby.

         6.21.    RESTRICTED PAYMENTS AFTER DEFAULT. The Borrower will not
declare or pay any dividends, or make any distributions on its Capital Stock
(other than dividends payable in its own Capital Stock), or redeem, repurchase
or otherwise acquire or retire any of its Capital Stock at any time outstanding,
if at the time of such declaration, payment, distribution, redemption,
repurchase, acquisition or retirement there exists, or would occur or exist as a
result thereof, any Default.

         6.22.    CHANGE IN FISCAL YEARS. The Borrower will not change its
Fiscal Year without the consent of the Required Lenders, which consent shall not
be unreasonably withheld or delayed.

         6.23     USE OF NCFC LOAN AND SECURITY AGREEMENT. Neither the Borrower
nor any Subsidiary shall borrow or have outstanding any loans, advances, letters
of credit, or other extensions of credit under the NCFC Loan and Security
Agreement at any time after the date of this Agreement, nor shall the NCFC Loan
and Security Agreement remain in effect or be outstanding at any time after
March 16, 1998.




                                    Page 51
<PAGE>   52


                                   ARTICLE VII

                                    DEFAULTS


         The occurrence of any one or more of the following events shall
constitute a Default:

         7.1.     Any representation or warranty made or deemed made by or on
behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent
under or in connection with this Agreement, any Loan, or any certificate or
information delivered in connection with this Agreement or any other Credit
Document shall be materially false or misleading on the date as of which made.

         7.2.     Nonpayment of principal of any Loan when due, or nonpayment of
interest upon any Loan, any Commitment Fee, and Facility LC Fee, or other
obligations under any of the Credit Documents within five days after the same
becomes due.

         7.3.     The breach by the Borrower of any of the terms or provisions
of Sections 6.2, 6.3, 6.10 through 6.19 inclusive, 6.21 or 6.23.

         7.4.     The breach by the Borrower (other than a breach which
constitutes a Default under another Section of this Article VII) of any of the
terms or provisions of this Agreement which is not remedied within 30 days after
written notice from the Agent or any Lender.

         7.5.     Failure of the Borrower or any of its Subsidiaries to pay when
due any Indebtedness aggregating in excess of $1,000,000 or any obligation
aggregating in excess of $1,000,000 in respect of a transaction described in
Section 6.17 (in either such case, a "Material Obligation"); or the default by
the Borrower or any of its Subsidiaries in the performance (beyond the
applicable grace period with respect thereto, if any) of any term, provision or
condition contained in any agreement under which any such Material Obligation
was created or is governed, or any other event shall occur or condition exist,
the effect of which default or event is to cause, or to permit the holder or
holders of such Material Obligation to cause, such Material Obligation to become
due prior to its stated maturity; or any Material Obligation of the Borrower or
any of its Subsidiaries shall be declared to be due and payable or required to
be prepaid or repurchased (other than by a regularly scheduled payment) prior to
the stated maturity thereof; or the Borrower or any of its Subsidiaries shall
not pay, or admit in writing its inability to pay, its debts generally as they
become due.

         7.6.     The Borrower or any of its Subsidiaries shall (i) have an
order for relief entered with respect to it under the Federal bankruptcy laws as
now or hereafter in effect, (ii) make an assignment for the benefit of
creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment
of a receiver, custodian, trustee, examiner, liquidator or similar official for
it or any



                                    Page 52
<PAGE>   53

Substantial Portion of its Property, (iv) institute any proceeding seeking an
order for relief under the Federal bankruptcy laws as now or hereafter in effect
or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it, (v)
take any corporate or partnership action to authorize or effect any of the
foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good
faith any appointment or proceeding described in Section 7.7.

         7.7.     Without the application, approval or consent of the Borrower
or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Borrower or any of its Subsidiaries or any
Substantial Portion of their Property, or a proceeding described in Section
7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 30 consecutive days.

         7.8.     Any court, government or governmental agency shall condemn,
seize or otherwise appropriate, or take custody or control of, all or any
portion of the Property of the Borrower and its Subsidiaries which, when taken
together with all other Property of the Borrower and its Subsidiaries so
condemned, seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such action occurs,
constitutes a Substantial Portion.

         7.9.     The Borrower or any of its Subsidiaries shall fail within 30
days to pay, bond or otherwise discharge any judgment or order for the payment
of money in excess of $1,000,000, which is not stayed on appeal or otherwise
being appropriately contested in good faith.

         7.10.    The Unfunded Liabilities of all Single Employer Plans shall
exceed in the aggregate $1,000,000 or any Reportable Event shall occur in
connection with any Plan that could reasonably be expected to have a Material
Adverse Effect.

         7.11.    The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that it has incurred
withdrawal liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans by
the Borrower or any other member of the Controlled Group as withdrawal liability
(determined as of the date of such notification), exceeds $1,000,000 or requires
payments exceeding $250,000 per annum.

         7.12.    The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of the Borrower and the other
members of the Controlled Group (taken as a whole) to all Multiemployer Plans
which are 



                                    Page 53
<PAGE>   54

then in reorganization or being terminated have been or will be increased over
the amounts contributed to such Multiemployer Plans for the respective plan
years of each such Multiemployer Plan immediately preceding the plan year in
which the reorganization or termination occurs by an amount exceeding
$1,000,000.

         7.13.    The Borrower or any of its Subsidiaries shall (i) be the
subject of any proceeding or investigation pertaining to the release by the
Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous
waste or substance into the environment, or (ii) violate any Environmental Law,
which, in the case of an event described in clause (i) or clause (ii), could
reasonably be expected to have a Material Adverse Effect.

         7.14.    Any Change in Control shall occur.

         7.15.    The occurrence of any "Event of Default" as defined in any
Credit Document (other than this Agreement), or the breach of any of the terms
or provisions of any Credit Document (other than this Agreement), which default
or breach continues beyond any period of grace therein provided.

         7.16.    The Subsidiary Guaranty shall fail to remain in full force or
effect or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of the Subsidiary Guaranty, or any Subsidiary shall fail to
comply with any of the terms or provisions of the Subsidiary Guaranty, or any
Subsidiary shall deny that it has any further liability under the Subsidiary
Guaranty, or shall give notice to such effect.

         7.17.    Any Collateral Document shall for any reason fail to create a
valid and perfected first priority security interest in any collateral purported
to be covered thereby, except as permitted by the terms of any Collateral
Document, or any Collateral Document shall fail to remain in full force or
effect or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of any Collateral Document, or the Borrower or any
Subsidiary shall fail to comply with any of the terms or provisions of any
Collateral Document applicable to it.



                                    Page 54
<PAGE>   55

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1.     ACCELERATION. If any Default described in Section 7.6 or 7.7
occurs with respect to the Borrower or any Active Subsidiary, the obligations of
the Lenders to make Credit Extensions hereunder shall automatically terminate
and the Obligations shall immediately become due and payable without any
election or action on the part of the Agent or any Lender. If any other Default
occurs, the Required Lenders (or the Agent with the consent of the Required
Lenders) may terminate or suspend the obligations of the Lenders to make Credit
Extensions hereunder, or declare the Obligations to be due and payable, or both,
whereupon the Obligations shall become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which the Borrower
hereby expressly waives.

         If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Credit
Extensions hereunder as a result of any Default (other than any Default as
described in Section 7.6 or 7.7 with respect to the Borrower) and before any
judgment or decree for the payment of the Obligations due shall have been
obtained or entered, the Required Lenders (in their sole discretion) shall so
direct, the Agent shall, by notice to the Borrower, rescind and annul such
acceleration and/or termination.

         8.2.     FACILITY LCS. Upon acceleration of the maturity of the
Obligations as provided in Section 8.1, (i) an amount equal to the maximum
amount which would be available at any time to be drawn under Facility LCs then
outstanding (whether or not any beneficiary under any Facility LC shall have
presented, or shall be entitled at such time to present, the drafts or other
documents required to draw under such Facility LC), and all reimbursement
obligations in respect of such outstanding Facility LCs shall become forthwith
due and payable without presentment, demand, protest or any other notice of any
kind, all of which are hereby waived by the Borrower, (ii) the Agent may, with
the consent of the Lenders, cause to be advanced for the account of the Borrower
an Advance consisting of Loans bearing interest at the rate provided in Section
2.11(ii) in an amount equal to the aggregate amount so becoming due and payable,
the proceeds of which Advance shall be paid directly into the LC Cash Collateral
Account as hereinafter provided (such Advance to be funded by the Lenders in the
manner provided in Section 2.1), and (iii) the Agent may exercise any rights or
remedies under the LC Cash Collateral Assignment. So long as any Facility LC
shall remain outstanding, any amounts described in clauses (i) and (ii) above
with respect to the Facility LCs, when received by the Agent, shall be deposited
in the LC Cash Collateral Account as cash collateral for the obligations of the
Borrower hereunder in the event of any drawing under a Facility LC, and upon
drawing under any outstanding Facility LC in respect of which the Agent has
deposited in the LC Cash Collateral Account any amounts described in clause (i)
above, the Agent shall pay such amounts held in the LC Cash Collateral Account
to the LC Issuer to reimburse the LC Issuer for the amount of such drawing.

         8.3.     AMENDMENTS. Subject to the provisions of this Article VIII,
the Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Credit Documents or
changing in any manner the rights of the 



                                    Page 55
<PAGE>   56

Lenders or the Borrower hereunder or waiving any Default hereunder; provided,
however, that no such supplemental agreement shall, without the consent of all
of the Lenders:

           (i)    Extend the final maturity of any Loan or forgive all or any
                  portion of the principal amount thereof, or reduce the rate or
                  extend the time of payment of interest or fees thereon.

          (ii)    Reduce the percentage specified in the definition of Required
                  Lenders.

         (iii)    Extend the Facility Termination Date, or reduce the amount or
                  extend the payment date for, the mandatory payments required
                  under Section 2.2, or increase the amount of the Commitment of
                  any Lender hereunder, or permit the Borrower to assign its
                  rights under this Agreement.

          (iv)    Amend this Section 8.3 or any section of this Agreement that
                  by its express terms requires the consent or approval of all
                  of the Lenders.

           (v)    Release the Borrower or any Subsidiary from of the Obligations
                  or, except as provided in the Collateral Documents, release
                  all or any portion of the Collateral.

No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent. The Agent may waive payment
of the fee required under Section 12.3.2 without obtaining the consent of any
other party to this Agreement.

         8.4.     PRESERVATION OF RIGHTS. No delay or omission of the Lenders or
the Agent to exercise any right under the Credit Documents shall impair such
right or be construed to be a waiver of any Default or an acquiescence therein,
and the making of a Credit Extensions notwithstanding the existence of a Default
or the inability of the Borrower to satisfy the conditions precedent to such
Credit Extensions shall not constitute any waiver or acquiescence. Any single or
partial exercise of any such right shall not preclude other or further exercise
thereof or the exercise of any other right, and no waiver, amendment or other
variation of the terms, conditions or provisions of the Credit Documents
whatsoever shall be valid unless in writing signed by the Lenders required
pursuant to Section 8.3, and then only to the extent in such writing
specifically set forth. All remedies contained in the Credit Documents or by law
afforded shall be cumulative and all shall be available to the Agent and the
Lenders until the Obligations have been paid in full.



                                    Page 56
<PAGE>   57

                                   ARTICLE IX

                               GENERAL PROVISIONS


         9.1.     SURVIVAL OF REPRESENTATIONS. All representations and
warranties of the Borrower contained in this Agreement shall survive the making
of the Credit Extensions herein contemplated.

         9.2.     GOVERNMENTAL REGULATION. Anything contained in this Agreement
to the contrary notwithstanding, no Lender shall be obligated to extend credit
to the Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

         9.3.     HEADINGS. Section headings in the Credit Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Credit Documents.

         9.4.     ENTIRE AGREEMENT. The Credit Documents embody the entire
agreement and understanding among the Borrower, the Agent and the Lenders and
supersede all prior agreements and understandings among the Borrower, the Agent
and the Lenders relating to the subject matter thereof other than the fee letter
described in Section 10.13.

         9.5.     SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT. The
respective obligations of the Lenders hereunder are several and not joint and no
Lender shall be the partner or agent of any other (except to the extent to which
the Agent is authorized to act as such). The failure of any Lender to perform
any of its obligations hereunder shall not relieve any other Lender from any of
its obligations hereunder. This Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement
and their respective successors and assigns, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the benefits of the
provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth
therein and shall have the right to enforce such provisions on its own behalf
and in its own name to the same extent as if it were a party to this Agreement.

         9.6.     EXPENSES; INDEMNIFICATION. (i) The Borrower shall reimburse
the Agent and the Arranger for any reasonable costs, internal charges and
out-of-pocket expenses (including attorneys' fees and time charges of attorneys
for the Agent, which attorneys may be employees of the Agent) actually paid or
incurred by the Agent or the Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, review, amendment, modification,
and administration of the Credit Documents. The Borrower also agrees to
reimburse the Agent, the Arranger and the Lenders for any reasonable costs,
internal charges and out-of-pocket expenses (including attorneys' fees and time
charges of attorneys for the Agent, the Arranger and the Lenders, which
attorneys may be employees of the Agent, the Arranger or the Lenders) actually
paid or incurred by the Agent, the Arranger or any Lender in connection with the
collection and enforcement of the Credit Documents.

         (ii)     The Borrower hereby further agrees to indemnify the Agent, the
Arranger and each Lender, its directors, officers and employees against all
losses, claims, damages, penalties, 



                                    Page 57
<PAGE>   58

judgments, liabilities and expenses (including, without limitation, all expenses
of litigation or preparation therefor whether or not the Agent, the Arranger or
any Lender is a party thereto) which any of them may pay or incur arising out of
or relating to this Agreement, the other Credit Documents, the transactions
contemplated hereby or the direct or indirect application or proposed
application of the proceeds of any Loan hereunder except to the extent that they
are determined in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the party seeking indemnification. The obligations of the Borrower under this
Section 9.6 shall survive the termination of this Agreement.

         9.7.     NUMBERS OF DOCUMENTS. All statements, notices, closing
documents, and requests hereunder shall be furnished to the Agent with
sufficient counterparts so that the Agent may furnish one to each of the
Lenders.

         9.8.     ACCOUNTING. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles.

         9.9.     SEVERABILITY OF PROVISIONS. Any provision in any Credit
Document that is held to be inoperative, unenforceable, or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or
invalid without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Credit Documents are
declared to be severable.

         9.10.    NONLIABILITY OF LENDERS. The relationship between the Borrower
on the one hand and the Lenders and the Agent on the other hand shall be solely
that of borrower and lender. Neither the Agent, the Arranger nor any Lender
shall have any fiduciary responsibilities to the Borrower. Neither the Agent,
the Arranger nor any Lender undertakes any responsibility to the Borrower to
review or inform the Borrower of any matter in connection with any phase of the
Borrower's business or operations. The Borrower agrees that neither the Agent,
the Arranger nor any Lender shall have liability to the Borrower (whether
sounding in tort, contract or otherwise) for losses suffered by the Borrower in
connection with, arising out of, or in any way related to, the transactions
contemplated and the relationship established by the Credit Documents, or any
act, omission or event occurring in connection therewith, unless it is
determined in a final non-appealable judgment by a court of competent
jurisdiction that such losses resulted from the gross negligence or willful
misconduct of the party from which recovery is sought. Neither the Agent, the
Arranger nor any Lender shall have any liability with respect to, and the
Borrower hereby waives, releases and agrees not to sue for, any special,
indirect or consequential damages suffered by the Borrower in connection with,
arising out of, or in any way related to the Credit Documents or the
transactions contemplated thereby.

         9.11.    CONFIDENTIALITY. Each Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement in



                                    Page 58
<PAGE>   59

confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to that Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which that Lender is a party, and (vi) permitted by Section 12.4.

         9.12.    NONRELIANCE. Each Lender hereby represents that it is not
relying on or looking to any margin stock (as defined in Regulation U of the
Board of Governors of the Federal Reserve System) for the repayment of the Loans
provided for herein.


                                    ARTICLE X

                                    THE AGENT

         10.1.    APPOINTMENT; NATURE OF RELATIONSHIP. The First National Bank
of Chicago is hereby appointed by each of the Lenders as its contractual
representative (herein referred to as the "Agent") hereunder and under each
other Credit Document, and each of the Lenders irrevocably authorizes the Agent
to act as the contractual representative of such Lender with the rights and
duties expressly set forth herein and in the other Credit Documents. The Agent
agrees to act as such contractual representative upon the express conditions
contained in this Article X. Notwithstanding the use of the defined term
"Agent," it is expressly understood and agreed that the Agent shall not have any
fiduciary responsibilities to any Lender by reason of this Agreement or any
other Credit Document and that the Agent is merely acting as the contractual
representative of the Lenders with only those duties as are expressly set forth
in this Agreement and the other Credit Documents. In its capacity as the
Lenders' contractual representative, the Agent (i) does not hereby assume any
fiduciary duties to any of the Lenders, (ii) is a "representative" of the
Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and
(iii) is acting as an independent contractor, the rights and duties of which are
limited to those expressly set forth in this Agreement and the other Credit
Documents. Each of the Lenders hereby agrees to assert no claim against the
Agent on any agency theory or any other theory of liability for breach of
fiduciary duty, all of which claims each Lender hereby waives.

         10.2.    POWERS. The Agent shall have and may exercise such powers
under the Credit Documents as are specifically delegated to the Agent by the
terms of each thereof, together with such powers as are reasonably incidental
thereto. The Agent shall have no implied duties to the Lenders, or any
obligation to the Lenders to take any action thereunder except any action
specifically provided by the Credit Documents to be taken by the Agent.

         10.3.    GENERAL IMMUNITY. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrower, the Lenders or
any 



                                    Page 59
<PAGE>   60

Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Credit Document or in connection herewith or therewith except
to the extent such action or inaction is determined in a final non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.

         10.4.    NO RESPONSIBILITY FOR LOANS, RECITALS, ETC. Neither the Agent
nor any of its directors, officers, agents or employees shall be responsible for
or have any duty to ascertain, inquire into, or verify (a) any statement,
warranty or representation made in connection with any Credit Document or any
borrowing hereunder; (b) the performance or observance of any of the covenants
or agreements of any obligor under any Credit Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Credit Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of the Borrower or any
guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders information that is not required to be furnished by the Borrower to
the Agent at such time, but is voluntarily furnished by the Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).

         10.5.    ACTION ON INSTRUCTIONS OF LENDERS. The Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and
under any other Credit Document in accordance with written instructions signed
by the Required Lenders, and such instructions and any action taken or failure
to act pursuant thereto shall be binding on all of the Lenders. The Lenders
hereby acknowledge that the Agent shall be under no duty to take any
discretionary action permitted to be taken by it pursuant to the provisions of
this Agreement or any other Credit Document unless it shall be requested in
writing to do so by the Required Lenders. The Agent shall be fully justified in
failing or refusing to take any action hereunder and under any other Credit
Document unless it shall first be indemnified to its satisfaction by the Lenders
pro rata against any and all liability, cost and expense that it may incur by
reason of taking or continuing to take any such action.

         10.6.    EMPLOYMENT OF AGENTS AND COUNSEL. The Agent may execute any of
its duties as Agent hereunder and under any other Credit Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters pertaining to the Agent's duties hereunder and under any other
Credit Document.





                                    Page 60
<PAGE>   61
         10.7.    RELIANCE ON DOCUMENTS; COUNSEL. The Agent shall be entitled to
rely upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

         10.8.    AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The Lenders agree
to reimburse and indemnify the Agent ratably in proportion to their respective
Revolving Commitments (or, if the Revolving Commitments have been terminated, in
proportion to their Revolving Commitments immediately prior to such termination)
(i) for any amounts not reimbursed by the Borrower for which the Agent is
entitled to reimbursement by the Borrower under the Credit Documents, (ii) for
any other expenses incurred by the Agent on behalf of the Lenders, in connection
with the preparation, execution, delivery, administration and enforcement of the
Credit Documents (including, without limitation, for any expenses incurred by
the Agent in connection with any dispute between the Agent and any Lender or
between two or more of the Lenders) and (iii) for any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Agent in any way relating to or arising out
of the Credit Documents or any other document delivered in connection therewith
or the transactions contemplated thereby (including, without limitation, for any
such amounts incurred by or asserted against the Agent in connection with any
dispute between the Agent and any Lender or between two or more of the Lenders),
or the enforcement of any of the terms of the Credit Documents or of any such
other documents, provided that no Lender shall be liable for any of the
foregoing to the extent any of the foregoing is found in a final non-appealable
judgment by a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the Agent. The obligations of the Lenders
under this Section 10.8 shall survive payment of the Obligations and termination
of this Agreement.

         10.9.    NOTICE OF DEFAULT. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice from a Lender or the
Borrower referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default". In the event that
the Agent receives such a notice, the Agent shall give prompt notice thereof to
the Lenders.

         10.10.   RIGHTS AS A LENDER. In the event the Agent is a Lender, the
Agent shall have the same rights and powers hereunder and under any other Credit
Document with respect to its Commitment and its Loans as any Lender and may
exercise the same as though it were not the Agent, and the term "Lender" or
"Lenders" shall, at any time when the Agent is a Lender, unless the context
otherwise indicates, include the Agent in its individual capacity. The Agent and
its Affiliates may accept deposits from, lend money to, and generally engage in
any kind of trust, debt, equity or other transaction, in addition to those
contemplated by 



                                    Page 61
<PAGE>   62

this Agreement or any other Credit Document, with the Borrower or any of its
Subsidiaries in which the Borrower or such Subsidiary is not restricted hereby
from engaging with any other Person.

         10.11.   LENDER CREDIT DECISION. Each Lender acknowledges that it has,
independently and without reliance upon the Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Credit
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Agent, the Arranger or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Credit Documents.

         10.12.   SUCCESSOR AGENT. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five days after the retiring Agent gives notice of its
intention to resign. The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Lenders, such removal
to be effective on the date specified by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Lenders, a successor Agent. If no successor Agent shall have been
so appointed by the Required Lenders within thirty days after the resigning
Agent's giving notice of its intention to resign, then the resigning Agent may
appoint, on behalf of the Lenders, a successor Agent. Notwithstanding the
previous sentence, the Agent may at any time without the consent of the Borrower
or any Lender, appoint any of its Affiliates which is a commercial bank as a
successor Agent hereunder. If the Agent has resigned or been removed and no
successor Agent has been appointed, the Lenders may perform all the duties of
the Agent hereunder and the Borrower shall make all payments in respect of the
Obligations to the applicable Lender and for all other purposes shall deal
directly with the Lenders. No successor Agent shall be deemed to be appointed
hereunder until such successor Agent has accepted the appointment. Any such
successor Agent shall be a commercial bank having capital and retained earnings
of at least $100,000,000. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
resigning or removed Agent. Upon the effectiveness of the resignation or removal
of the Agent, the resigning or removed Agent shall be discharged from its duties
and obligations hereunder and under the Credit Documents. After the
effectiveness of the resignation or removal of an Agent, the provisions of this
Article X shall continue in effect for the benefit of such Agent in respect of
any actions taken or omitted to be taken by it while it was acting as the Agent
hereunder and under the other Credit Documents. In the event that there is a
successor to the Agent by merger, or the Agent assigns its duties and
obligations to an Affiliate pursuant to this Section 10.12, then the term
"Corporate Base Rate" as used in this Agreement shall mean the prime rate, base
rate or other analogous rate of the new Agent.



                                    Page 62
<PAGE>   63

         10.13.   AGENT'S FEE. The Borrower agrees to pay to the Agent, for its
own account, the fees agreed to by the Borrower and the Agent pursuant to that
certain letter agreement dated September 5, 1997, or as otherwise agreed from
time to time.

         10.14.   DELEGATION TO AFFILIATES. The Borrower and the Lenders agree
that the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X.

         10.15.   EXECUTION OF COLLATERAL DOCUMENTS. The Lenders hereby empower
and authorize the Agent to execute and deliver to the Borrower on their behalf
the Security Agreement(s) and all related financing statements and any financing
statements, agreements, documents or instruments as shall be necessary or
appropriate to effect the purposes of the Security Agreement(s).

         10.16.   COLLATERAL RELEASES. The Lenders hereby empower and authorize
the Agent to execute and deliver to the Borrower on their behalf any agreements,
documents or instruments as shall be necessary or appropriate to effect any
releases of Collateral which shall be permitted by the terms hereof or of any
other Credit Document or which shall otherwise have been approved by the
Required Lenders (or, if required by the terms of Section 8.2, all of the
Lenders) in writing.


                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS


         11.1.    SETOFF. In addition to, and without limitation of, any rights
of the Lenders under applicable law, upon the existence or occurrence, and
during the continuation, of any Default, any and all deposits (including all
account balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of the Borrower may
be offset and applied toward the payment of the Obligations owing to such
Lender, whether or not the Obligations, or any part hereof, shall then be due.

         11.2.    RATABLE PAYMENTS. If any Lender, whether by setoff or
otherwise, has payment made to it upon its Credit Extensions (other than
payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater
proportion than that received by any other Lender, such Lender agrees, promptly
upon demand, to purchase a portion of the Credit Extensions held by the other
Lenders so that after such purchase each Lender will hold its ratable



                                    Page 63
<PAGE>   64

proportion of Credit Extensions. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligations or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to their Credit Extensions. In case any such payment is disturbed
by legal process, or otherwise, appropriate further adjustments shall be made.

                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         12.1.    SUCCESSORS AND ASSIGNS. The terms and provisions of the Credit
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Credit Documents without the written consent of all of the Lenders, and (ii) any
assignment by any Lender must be made in compliance with Section 12.3.
Notwithstanding clause (ii) of this Section, any Lender may at any time, without
the consent of the Borrower or the Agent, assign all or any portion of its
rights under this Agreement and any Note to a Federal Reserve Bank; provided,
however, that no such assignment to a Federal Reserve Bank shall release the
transferor Lender from its obligations hereunder. The Agent may treat the Person
which made any Loan or which holds any Note as the owner thereof for all
purposes hereof unless and until such Person complies with Section 12.3 in the
case of an assignment thereof or, in the case of any other transfer, a written
notice of the transfer is filed with the Agent. Any assignee or transferee of
the rights to any Loan or any Note agrees by acceptance of such transfer or
assignment to be bound by all the terms and provisions of the Credit Documents.
Any request, authority or consent of any Person, who at the time of making such
request or giving such authority or consent is the owner of the rights to any
Loan (whether or not a Note has been issued in evidence thereof), shall be
conclusive and binding on any subsequent holder, transferee or assignee of the
rights to such Loan.

         12.2.    PARTICIPATIONS.

                  12.2.1 PERMITTED PARTICIPANTS; EFFECT. Any Lender may, in the
         ordinary course of its 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 under the Credit Documents. In the
         event of any such sale by a Lender of participating interests to a
         Participant, such Lender's obligations under the Credit Documents shall
         remain unchanged, such Lender shall remain solely responsible to the
         other parties hereto for the performance of such obligations, such
         Lender shall remain the owner of its Loans and the



                                    Page 64



<PAGE>   65

         holder of any Note issued to it in evidence thereof for all purposes
         under the Credit Documents, all amounts payable by the Borrower under
         this Agreement shall be determined as if such Lender had not sold such
         participating interests, and the Borrower and the Agent shall continue
         to deal solely and directly with such Lender in connection with such
         Lender's rights and obligations under the Credit Documents.

                  12.2.2. VOTING RIGHTS. Each Lender shall retain the sole right
         to approve, without the consent of any Participant, any amendment,
         modification or waiver of any provision of the Credit Documents other
         than any amendment, modification or waiver with respect to any Credit
         Extensions or Commitment in which such Participant has an interest
         which forgives principal, interest or fees or reduces the interest rate
         or fees payable with respect to any such Credit Extensions or
         Commitment, extends the Facility Termination Date, postpones any date
         fixed for any regularly-scheduled payment of principal of, or interest
         or fees on, any such Credit Extensions or Commitment, releases any
         guarantor of any such Credit Extensions or releases all or
         substantially all of the collateral, if any, securing any such Credit
         Extensions.

                  12.2.3. BENEFIT OF SETOFF. The Borrower agrees that each
         Participant shall be deemed to have the right of setoff provided in
         Section 11.1 in respect of its participating interest in amounts owing
         under the Credit Documents to the same extent as if the amount of its
         participating interest were owing directly to it as a Lender under the
         Credit Documents, provided that each Lender shall retain the right of
         setoff provided in Section 11.1 with respect to the amount of
         participating interests sold to each Participant. The Lenders agree to
         share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 11.1, agrees to share with each
         Lender, any amount received pursuant to the exercise of its right of
         setoff, such amounts to be shared in accordance with Section 11.2 as if
         each Participant were a Lender.

         12.3.    ASSIGNMENTS

                  12.3.1. PERMITTED ASSIGNMENTS. Any Lender may, in the ordinary
         course of its business and in accordance with applicable law, at any
         time assign to one or more banks or other entities ("Purchasers") all
         or any part of its rights and obligations under the Credit Documents.
         Such assignment shall be substantially in the form of Exhibit C or in
         such other form as may be agreed to by the parties thereto. The consent
         of the Borrower and the Agent shall be required prior to an assignment
         becoming effective with respect to a Purchaser which is not a Lender or
         an Affiliate thereof; provided, however, that if a Default has occurred
         and is continuing, the consent of the Borrower shall not be required.
         Such consents shall not be unreasonably withheld or delayed. Each such
         assignment shall (unless each of the Borrower and the Agent otherwise
         consents) be in an amount not less than the lesser of (i) $10,000,000
         or (ii) the remaining amount of the assigning Lender's Commitment
         (calculated as at the date of such assignment).



                                    Page 65
<PAGE>   66


                  12.3.2. EFFECT; EFFECTIVE DATE. Upon (i) delivery to the Agent
         of a notice of assignment, substantially in the form attached as
         Exhibit I to Exhibit C (a "Notice of Assignment"), together with any
         consents required by Section 12.3.1, and (ii) payment of a $3,500 fee
         to the Agent for processing such assignment, such assignment shall
         become effective on the effective date specified in such Notice of
         Assignment. The Notice of Assignment shall contain a representation by
         the Purchaser to the effect that none of the consideration used to make
         the purchase of the Commitment and Loans under the applicable
         assignment agreement are "plan assets" as defined under ERISA and that
         the rights and interests of the Purchaser in and under the Credit
         Documents will not be "plan assets" under ERISA. On and after the
         effective date of such assignment, such Purchaser shall for all
         purposes be a Lender party to this Agreement and any other Credit
         Document executed by or on behalf of the Lenders and shall have all the
         rights and obligations of a Lender under the Credit Documents, to the
         same extent as if it were an original party hereto, and no further
         consent or action by the Borrower, the Lenders or the Agent shall be
         required to release the transferor Lender with respect to the
         percentage of the Aggregate Commitment and Loans assigned to such
         Purchaser. Upon the consummation of any assignment to a Purchaser
         pursuant to this Section 12.3.2, the transferor Lender, the Agent and
         the Borrower shall, if the transferor Lender or the Purchaser desires
         that its Loans be evidenced by Notes, make appropriate arrangements so
         that new Notes or, as appropriate, replacement Notes are issued to such
         transferor Lender and new Notes or, as appropriate, replacement Notes,
         are issued to such Purchaser, in each case in principal amounts
         reflecting their respective Commitments, as adjusted pursuant to such
         assignment.

                  12.3.3. CERTAIN ASSIGNMENTS. If (i) any Taxes referred to in
         Section 3.5(i) have been levied or imposed so as to require
         withholdings or deductions by the Borrower and payment by the Borrower
         of additional amounts to any Lender as a result thereof, or (ii) any
         Lender shall make demand for payment of any material additional amounts
         as compensation for increased costs or for its reduced rate of return
         pursuant to Section 2.19(g), 3.1 or 3.2 hereof, then and in any such
         event, upon request by the Borrower delivered to such Lender and the
         Agent, such Lender shall assign, in accordance with the provisions of
         this Section 12.3, all of its rights and obligations under this
         Agreement and the other Credit Documents to another Lender or another
         assignee selected by the Borrower and acceptable to the Agent (and the
         Agent shall not unreasonably withhold its acceptance thereof) upon
         payment by such assignee to such Lender of the principal of and the
         interest on the outstanding Loans of such Lender accrued to the date of
         such assignment and the assumption of such Lender's Revolving
         Commitment hereunder, together with any and all other amounts owing to
         such Lender under the provisions of this Agreement and the other Credit
         Documents accrued to the date of such assignment, and compliance in all
         other respects with the provisions of this Section 12.3.



                                    Page 66
<PAGE>   67

         12.4.    DISSEMINATION OF INFORMATION. The Borrower authorizes each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Credit Documents by operation of law (each a "Transferee")
and any prospective Transferee any and all information in such Lender's
possession concerning the creditworthiness of the Borrower and its Subsidiaries,
including without limitation any information contained in any Reports; provided
that each Transferee and prospective Transferee agrees to be bound by Section
9.11 of this Agreement.

         12.5.    TAX TREATMENT. If any interest in any Credit Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv), and such Transferee
shall be subject to all other terms and conditions of Section 3.5.

                                  ARTICLE XIII

                                     NOTICES


         13.1.    NOTICES. Except as otherwise permitted by Section 2.13 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrower or the Agent, at its address or facsimile number set
forth on the signature pages hereof, (y) in the case of any Lender, at its
address or facsimile number set forth below its signature hereto or (z) in the
case of any party, at such other address or facsimile number as such party may
hereafter specify for the purpose by notice to the Agent and the Borrower in
accordance with the provisions of this Section 13.1. Each such notice, request
or other communication shall be effective (i) if given by facsimile
transmission, when transmitted to the facsimile number specified in this Section
and confirmation of receipt is received, (ii) if given by mail, three Business
Days after such communication is deposited in the mails with first class postage
prepaid, addressed as aforesaid, or (iii) if given by any other means, when
delivered (or, in the case of electronic transmission, received) at the address
specified in this Section; provided that notices to the Agent under Article II
shall not be effective until received.

         13.2.    CHANGE OF ADDRESS. The Borrower, the Agent and any Lender may
each change the address for service of notice upon it by a notice in writing to
the other parties hereto.




                                    Page 67
<PAGE>   68

                                   ARTICLE XIV

                                  COUNTERPARTS


         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrower, the
Agent and the Lenders and each party has notified the Agent by facsimile
transmission or telephone that it has taken such action.


                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL


         15.1.    CHOICE OF LAW. THE CREDIT DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN
ACCORDANCE WITH THE SUBSTANTIVE LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE
OF GEORGIA, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

         15.2.    CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENTS AND THE BORROWER HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING
PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY
JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE AGENT OR ANY LENDER OR ANY
AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR 



                                    Page 68
<PAGE>   69

CONNECTED WITH ANY CREDIT DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO,
ILLINOIS.

         15.3.    WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT AND EACH LENDER
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY CREDIT DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.




















                                    Page 69
<PAGE>   70

         IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have
executed this Agreement as of the date first above written.

                                       INDUSTRIAL DISTRIBUTION GROUP, INC.


                                       By: /s/ Douglass C. Smith   
                                           -------------------------------------
                                           Title: President
                                                 ------------------------------
                                                 2500 Royal Place
                                                 Tucker, Georgia 30084
                                           Attention:  Chief Financial Officer
                                           Telephone:  770/243-9007
                                           FAX:        770/243-9040














                                    Page 70
<PAGE>   71





Revolving Commitments


   $20,000,000                       THE FIRST NATIONAL BANK OF CHICAGO,
                                       Individually and as Agent

                                     By: /s/ Judith Cornell
                                         -------------------------------
                                         Title: Authorized Agent
                                               -------------------------
                                               One First National Plaza
                                               Mail Suite 0324
                                               Chicago, Illinois  60670

                                         Attention: Judith L. Cornwell
                                         Telephone: (312) 732-6274
                                         FAX:       (312) 732-5296










                                    Page 71
<PAGE>   72


Revolving Commitments


     $12,500,000                   BANK OF AMERICA NATIONAL TRUST AND
                                    SAVINGS ASSOCIATION

                                   By:   /s/ Michael J. McKenney

                                      Title:  Vice President 
                                            ---------------------------------
                                            1230 Peachtree Street, Suite 3800
                                            Atlanta, GA 30309
                                            Attention: Michael J. McKenney
                                      Telephone: (404) 249-6913
                                      FAX:       (404) 249-6938

Lending Installation:

231 South LaSalle Street
Chicago, Illinois 60697
Attention: Joycelyn Gay
Telephone: (312) 828-3801
FAX:       (312) 974-9626



















                                    Page 72
<PAGE>   73

Revolving Commitments

   $12,500,000                         FIRST UNION NATIONAL BANK


                                       By:   /s/ Irene M. Barton 

                                           Title:  Vice President
                                                  -----------------------------
                                                  4570 Ashford Dunwoody Road
                                                  2nd Floor
                                                  Atlanta, GA 30346

                                           Attention: Irene Barton
                                           Telephone: (404) 865-2353
                                           FAX:       (404) 865-2388
















                                    Page 73
<PAGE>   74


Revolving Commitments


     $12,500,000                      FLEET NATIONAL BANK


                                      By:  /s/ Lisa S. Coney 
                                         --------------------------------------

                                          Title: Senior Vice President
                                                -------------------------------
                                                One Federal Street
                                                3rd Floor
                                                Boston, MA 02211

                                          Attention: Lisa Coney
                                          Telephone: (617) 346-0618
                                          FAX:       (617) 346-0575












                                    Page 74
<PAGE>   75


Revolving Commitments


     $17,500,000                       WACHOVIA BANK, N.A.


                                       By: /s/ Rusty Boozer
                                           ------------------------------------
                                           Title: Vice President
                                                 ------------------------------
                                                  191 Peachtree Street, N.E.
                                                  Atlanta, GA 30303-1757

                                           Attention: Rusty Boozer
                                           Telephone: (404) 332-5755
                                           FAX:       (404) 332-6920













                                    Page 75
<PAGE>   76


                                PRICING SCHEDULE



<TABLE>
<CAPTION>
================================================================================
 APPLICABLE       LEVEL I   LEVEL II    LEVEL III     LEVEL IV     LEVEL V
  MARGIN          STATUS     STATUS       STATUS       STATUS       STATUS
================================================================================
<S>               <C>       <C>         <C>           <C>          <C>   
Eurodollar Rate    .625%       .75%        1.00%        1.25%        1.375%
================================================================================
Floating Rate         0%         0%           0%         .25%         .375%
================================================================================
</TABLE>

<TABLE>
<CAPTION>

================================================================================
APPLICABLE FEE    LEVEL I   LEVEL II    LEVEL III     LEVEL IV     LEVEL V 
   RATE           STATUS     STATUS      STATUS        STATUS      STATUS
================================================================================
<S>               <C>       <C>         <C>           <C>          <C>    
Commitment          .20%      .225%        .25%         .25%        .30%
  Fee
================================================================================
</TABLE>

         For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this Schedule:

         "FINANCIALS" means the annual or quarterly consolidated financial
statements of the Borrower and its Subsidiaries delivered pursuant to Section
6.1(i) or (ii).

         "LEVEL I STATUS" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Leverage Ratio is less than or equal to 1.00 to 1.00.

         "LEVEL II STATUS" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower does not qualify for Level I Status and (ii) the Leverage Ratio is
less than or equal to 2.00 to 1.00.

         "LEVEL III STATUS" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower does not qualify for Level I Status or Level II Status and (ii) the
Leverage Ratio is less or equal to than 2.50 to 1.00.

         "LEVEL IV STATUS" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower does not qualify for Level I Status, Level II Status or Level III
Status, and (ii) the Leverage Ratio is less or equal to than 3.00 to 1.00.

         "LEVEL V STATUS" exists at any date if the Borrower does not qualify
for Level I, Level II, Level III, or Level IV Status.




                                    Page 76
<PAGE>   77
         "STATUS" means either Level I Status, Level II Status, Level III
Status, Level IV Status, or Level V Status.

         The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Borrower's Status as reflected
in the then most recent Financials. Adjustments, if any, to the Applicable
Margin or Applicable Fee Rate shall be effective five Business Days after the
Agent has received the applicable Financials. If the Borrower fails to deliver
the Financials to the Agent at the time required pursuant to Section 6.1, then
the Applicable Margin and Applicable Fee Rate shall be the highest Applicable
Margin and Applicable Fee Rate set forth in the foregoing table until five
Business Days after such Financials are so delivered. Notwithstanding the
foregoing, from and after the Closing Date until five Business Days after the
date the Financials for the period ending December 31, 1997 are received by the
Agent, or until the date the Borrower has failed to deliver such Financials at
the time required pursuant to Section 6.1, as the case may be, the Borrower
shall be deemed to have Level I Status.









                                    Page 77
<PAGE>   78

                          Exhibits to Credit Agreement


Exhibit A      Opinion of Counsel to Borrower
Exhibit B      Compliance Certificate
Exhibit C      Assignment Agreement
Exhibit D      Loan/Credit Related Money Transfer Instruction
Exhibit E-1    Revolving Credit Note
Exhibit E-2    Swing Line Note
Exhibit F      Subsidiary Guaranty
Exhibit G      Contribution Agreement
Exhibit H      Borrower Pledge and Security Agreement
Exhibit I      Subsidiary Pledge and Security Agreement
Exhibit J      LC Cash Collateral Assignment Agreement