OUTSOURCING SOLUTIONS INC.

                                 CREDIT AGREEMENT

                                TABLE OF CONTENTS

                                                                     
          Page

                               SECTION 1.
                              DEFINITIONS  . . . . . . . . . . .   2
        1.1                      Certain Defined Terms . . . . .   2
        1.2                      Accounting Terms; Utilization
                                 of GAAP for Purposes of
                                 Calculations Under Agreement  .  34
        1.3                      Other Definitional Provisions .  34

                               SECTION 2.
               AMOUNTS AND TERMS OF COMMITMENTS AND LOANS  . . .  34
        2.1                      Commitments; Loans  . . . . . .  34
        2.2                      Interest on the Loans.  . . . .  43
        2.3                      Fees  . . . . . . . . . . . . .  47
        2.4                      Repayments, Prepayments and
                                 Reductions in Revolving Loan
                                 Commitments; General Provi-
                                 sions Regarding Payments. . . .  47
        2.5                      Use of Proceeds.  . . . . . . .  56
        2.6                      Special Provisions Governing
                                 Eurodollar Rate Loans.  . . . .  57
        2.7                      Increased Costs; Taxes;
                                 Capital Adequacy. . . . . . . .  60
        2.8                      Obligation of Lenders and
                                 Issuing Lenders to Mitigate.  .  64

                               SECTION 3.
                           LETTERS OF CREDIT   . . . . . . . . .  65
        3.1                      Issuance of Letters of Credit
                                 and Lenders' Purchase of
                                 Participations Therein. . . . .  65
        3.2                      Letter of Credit Fees . . . . .  68
        3.3                      Drawings and Payments and
                                 Reimbursement of Amounts Paid
                                 Under Letters of Credit.  . . .  69
        3.4                      Obligations Absolute  . . . . .  72
        3.5                      Indemnification; Nature of
                                 Issuing Lender's Duties . . . .  73
        3.6                      Increased Costs and Taxes
                                 Relating to Letters of Credit.   74

                               SECTION 4.
               CONDITIONS TO LOANS AND LETTERS OF CREDIT   . . .  75
        4.1                      Conditions to Additional
                                 Tranche B Term Loans. . . . . .  75
        4.2                      Conditions to Accelerated
                                 Acquisition Loans.  . . . . . .  79
        4.3                      Conditions to NSA Acquisition
                                 Loans.  . . . . . . . . . . . .  82
<PAGE>

        4.4                      Conditions to All Loans.  . . .  86
        4.5                      Conditions to Letters of
                                 Credit. . . . . . . . . . . . .  88

                               SECTION 5.
                     REPRESENTATIONS AND WARRANTIES  . . . . . .  88
        5.1                      Organization, Powers,
                                 Qualification, Good Standing,
                                 Business and Subsidiaries.  . .  88
        5.2                      Authorization of Borrowing,
                                 etc.  . . . . . . . . . . . . .  89
        5.3                      Financial Condition;
                                 Projections.  . . . . . . . . .  90
        5.4                      No Material Adverse Change; No
                                 Restricted Junior Payments. . .  92
        5.5                      Title to Properties; Liens. . .  92
        5.6                      Litigation; Adverse Facts.  . .  92
        5.7                      Payment of Taxes. . . . . . . .  93
        5.8                      Performance of Agreements;
                                 Materially Adverse Agreements.   93
        5.9                      Governmental Regulation.  . . .  94
        5.10                     Securities Activities.  . . . .  94
        5.11                     Employee Benefit Plans. . . . .  94
        5.12                     Certain Fees. . . . . . . . . .  94
        5.13                     Environmental Protection. . . .  95
        5.14                     Employee Matters. . . . . . . .  96
        5.15                     Solvency. . . . . . . . . . . .  96
        5.16                     Matters Relating to Collateral   96
        5.17                     Related Agreements  . . . . . .  97
        5.18                     Disclosure. . . . . . . . . . .  98
        5.19                     Subordination of Seller Notes.   99

                               SECTION 6.
                         AFFIRMATIVE COVENANTS   . . . . . . . .  99
        6.1                      Financial Statements and Other
                                 Reports.  . . . . . . . . . . .  99
        6.2                      Corporate Existence, etc. . . . 105
        6.3                      Payment of Taxes and Claims;
                                 Tax Consolidation.  . . . . . . 105
        6.4                      Maintenance of Properties;
                                 Insurance.  . . . . . . . . . . 105
        6.5                      Inspection; Lender Meeting. . . 106
        6.6                      Compliance with Laws, etc.  . . 106
        6.7                      Environmental Disclosure and
                                 Inspection. . . . . . . . . . . 106
        6.8                      Company's Remedial Action
                                 Regarding Hazardous Materials.  108
        6.9                      Execution of Subsidiary
                                 Guaranty and Subsidiary
                                 Security Agreements by
                                 Subsidiaries and Future
                                 Subsidiaries. . . . . . . . . . 108
        6.10                     Interest Rate Protection  . . . 109
        6.11                     Further Assurances  . . . . . . 109
        6.12                     Post-Closing Deliveries . . . . 110

                               SECTION 7.
                           NEGATIVE COVENANTS  . . . . . . . . . 110
        7.1                      Indebtedness. . . . . . . . . . 110
        7.2                      Liens and Related Matters.  . . 111
        7.3                      Investments; Joint Ventures . . 112
        7.4                      Contingent Obligations. . . . . 114
        7.5                      Restricted Junior Payments  . . 115
<PAGE>

        7.6                      Financial Covenants.  . . . . . 115
        7.7                      Restriction on Fundamental
                                 Changes; Asset Sales. . . . . . 118
        7.8                      Sales and Lease-Backs.  . . . . 120
        7.9                      Transactions with Shareholders
                                 and Affiliates. . . . . . . . . 120
        7.10                     Disposal of Subsidiary Stock. . 121
        7.11                     Conduct of Business.  . . . . . 121
        7.12                     Amendments or Waivers of
                                 Certain Related Agreements;
                                 Amendments of Documents
                                 Relating to Subordinated
                                 Indebtedness; Designation of
                                 "Designated Senior Debt";
                                 Preferred Stock.  . . . . . . . 121
        7.13                     Fiscal Year.  . . . . . . . . . 122

                               SECTION 8.
                           EVENTS OF DEFAULT   . . . . . . . . . 122
        8.1                      Failure to Make Payments When
                                 Due.  . . . . . . . . . . . . . 122
        8.2                      Default in Other Agreements.  . 123
        8.3                      Breach of Certain Covenants.  . 123
        8.4                      Breach of Warranty. . . . . . . 123
        8.5                      Other Defaults Under Loan
                                 Documents.  . . . . . . . . . . 123
        8.6                      Involuntary Bankruptcy;
                                 Appointment of Receiver, etc. . 124
        8.7                      Voluntary Bankruptcy;
                                 Appointment of Receiver, etc. . 124
        8.8                      Judgments and Attachments.  . . 125
        8.9                      Dissolution.  . . . . . . . . . 125
        8.10                     Employee Benefit Plans. . . . . 125
        8.11                     Change in Control.  . . . . . . 125
        8.12                     Invalidity of Guaranties. . . . 126
        8.13                     Failure of Security.  . . . . . 126
        8.14                     Failure to Consummate
                                 Acquisitions. . . . . . . . . . 126
        8.15                     Default Under Subordination
                                 Provisions. . . . . . . . . . . 127

                               SECTION 9.
                                 AGENTS  . . . . . . . . . . . . 128
        9.1                      Appointment.  . . . . . . . . . 128
        9.2                      Powers; General Immunity. . . . 129
        9.3                      Representations and
                                 Warranties; No Responsibility
                                 For Appraisal of Creditworthi-
                                 ness. . . . . . . . . . . . . . 131
        9.4                      Right to Indemnity. . . . . . . 131
        9.5                      Successor Agents and Swing
                                 Line Lender.  . . . . . . . . . 132
        9.6                      Collateral Documents. . . . . . 132

                              SECTION 10.
                             MISCELLANEOUS   . . . . . . . . . . 133
        10.1                     Assignments and Participations
                                 in Loans, Letters of Credit.  . 133
        10.2                     Expenses. . . . . . . . . . . . 136
        10.3                     Indemnity.  . . . . . . . . . . 137
        10.4                     Set-Off; Security Interest in
                                 Deposit Accounts. . . . . . . . 137
        10.5                     Ratable Sharing.  . . . . . . . 138
<PAGE>

        10.6                     Amendments and Waivers. . . . . 139
        10.7                     Independence of Covenants.  . . 140
        10.8                     Notices.  . . . . . . . . . . . 141
        10.9                     Survival of Representations,
                                 Warranties and Agreements.  . . 141
        10.10                    Failure or Indulgence Not
                                 Waiver; Remedies Cumulative.  . 141
        10.11                    Marshalling; Payments Set
                                 Aside.  . . . . . . . . . . . . 141
        10.12                    Severability. . . . . . . . . . 142
        10.13                    Obligations Several;
                                 Independent Nature of Lenders'
                                 Rights. . . . . . . . . . . . . 142
        10.14                    Headings. . . . . . . . . . . . 142
        10.15                    Applicable Law. . . . . . . . . 142
        10.16                    Successors and Assigns. . . . . 143
        10.17                    Consent to Jurisdiction and
                                 Service of Process  . . . . . . 143
        10.18                    Waiver of Jury Trial  . . . . . 144
        10.19                    Confidentiality.  . . . . . . . 144
        10.20                    Counterparts; Effectiveness.  . 145
        10.21                    Amendments to Subsection
                                 10.6A.  . . . . . . . . . . . . 145
        10.22                    Addition and Deletion of
                                 Lenders . . . . . . . . . . . . 146

        Signature pages  . . . . . . . . . . . . . . . . . . . . S-1
<PAGE>

                                     EXHIBITS



   I                             FORM OF NOTICE OF BORROWING
   II                            FORM OF NOTICE OF CONVERSION/CONTINUATION
   III                           FORM OF NOTICE OF ISSUANCE OF LETTER OF
                                 CREDIT
   IV-A                          FORM OF TRANCHE A TERM NOTE
   IV-B                          FORM OF TRANCHE B TERM NOTE
   IV-C                          FORM OF TRANCHE B TERM NOTE ALLONGE
   IV-D                          FORM OF NEW TRANCHE B TERM NOTE
   V                             FORM OF REVOLVING NOTE
   VI                            FORM OF SWING LINE NOTE
   VII                           FORM OF SUBSIDIARY GUARANTY
   VIII                          FORM OF PLEDGE AGREEMENT
   IX-A                          FORM OF SECURITY AGREEMENT
   IX-B                          FORM OF LIMITED PARTNERSHIP SECURITY
                                 AGREEMENT
   IX-C                          FORM OF TRADEMARK SECURITY AGREEMENT
   X                             FORM OF COMPLIANCE CERTIFICATE
   XI                            FORM OF OPINION OF LOAN PARTIES' COUNSEL
   XII                           [INTENTIONALLY OMITTED]
   XIII                          FORM OF ASSIGNMENT AGREEMENT
   XIV                           FORM OF PERMITTED SELLER NOTE
   XV                            FORM OF CERTIFICATE RE NON-BANK STATUS
   XVI                           FORM OF COLLATERAL ACCOUNT AGREEMENT
   XVII                          FORM OF ACKNOWLEDGEMENT AND CONSENT
<PAGE>

                                    SCHEDULES



   2.1            LENDERS' COMMITMENTS, EXISTING LOANS AND PRO RATA SHARES;
                  LENDING OFFICES
   3.1            EXISTING LETTERS OF CREDIT
   4.1J           CORPORATE AND CAPITAL STRUCTURE; MANAGEMENT
   5.1            SUBSIDIARIES OF COMPANY
   5.13           CERTAIN ENVIRONMENTAL MATTERS
   7.1            CERTAIN EXISTING INDEBTEDNESS
   7.2            CERTAIN EXISTING LIENS
   7.4            CERTAIN EXISTING CONTINGENT OBLIGATIONS
   7.4(iv)(a)     CERTAIN EXISTING EARN OUT AGREEMENTS
   7.4(iv)(b)     CERTAIN EXISTING FORWARD FLOW CONTRACTS
<PAGE>


                            OUTSOURCING SOLUTIONS INC.

                      AMENDED AND RESTATED CREDIT AGREEMENT



        This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of October 8,
   1997 and entered into by and among OUTSOURCING SOLUTIONS INC., a Delaware
   corporation ("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE
   PAGES HEREOF (each individually referred to herein as a "LENDER" and
   collectively as "LENDERS"), GOLDMAN SACHS CREDIT PARTNERS L.P. and THE
   CHASE MANHATTAN BANK, as co-administrative agents (each, in such capacity,
   a "CO-ADMINISTRATIVE AGENT" and, collectively, "CO-ADMINISTRATIVE AGENTS"),
   GOLDMAN SACHS CREDIT PARTNERS L.P. and CHASE SECURITIES INC., as arranging
   agents (each, in such capacity, an "ARRANGING AGENT" and collectively,
   "ARRANGING AGENTS"), and SUNTRUST BANK, ATLANTA, as collateral agent (in
   such capacity, "COLLATERAL AGENT").


                                 R E C I T A L S

        WHEREAS, Company and certain financial institutions (the "EXISTING
   LENDERS") are parties to that certain Credit Agreement dated as of November
   6, 1996 (as heretofore amended, supplemented or otherwise modified, the
   "EXISTING CREDIT AGREEMENT"), pursuant to which the Existing Lenders
   (capitalized terms used in these Recitals without definition shall have the
   respective meanings assigned in subsection 1.1 hereof) agreed to extend
   certain credit facilities to Company, the proceeds of which were or will be
   used (i) together with the proceeds of the Subordinated Notes and certain
   other funds, to fund the Acquisition and refinance certain indebtedness of
   Company and Payco and pay certain transaction fees and expenses relating
   thereto, and (ii) to provide working capital and financing for certain
   acquisitions by Company and its Subsidiaries;

        WHEREAS, certain domestic Subsidiaries of Company have guarantied all
   of the obligations of Company with respect to the credit facilities
   provided by Lenders under the Existing Credit Agreement;

        WHEREAS, Company has secured all of the Obligations under the Existing
   Credit Agreement, and each such Subsidiary of Company has secured its
   respective obligations under the Subsidiary Guaranty, by granting to
   Collateral Agent, for the benefit of Agents and Lenders, (i) a first
   priority Lien on substantially all of their respective real and personal
   property and (ii) a first priority pledge of all of the capital stock of
   their respective direct Subsidiaries;

        WHEREAS, Company has entered into (i) the Accelerated Acquisition
   Agreement with Accelerated Bureau of Collections, Inc., a Colorado
   corporation ("ACCELERATED"), pursuant to which, among other things, Company
   will acquire all or substantially all of the assets (the "ACCELERATED
   ACQUIRED ASSETS") of Accelerated, and (ii) the NSA Acquisition Agreement
   with North Shore Agency, Inc., a New York corporation ("NSA"), and certain
   other Persons, pursuant to which, among other things, Company will acquire
   all or substantially all of the assets (the "NSA ACQUIRED ASSETS") of NSA;

        WHEREAS, Company desires that Existing Lenders and New Lenders amend
   and restate the Existing Credit Agreement in its entirety (i) to provide
   for additional term loans in an aggregate principal amount of $55,000,000
   to be added to and made a part of the existing Tranche B Term Loans, the
   proceeds of which additional term loans will be used (a) to fund the
   acquisitions of Accelerated and NSA, (b) to refinance certain existing
   indebtedness of Accelerated and NSA, (c) to pay Transaction Costs, and (d)
<PAGE>

   to repay outstanding Revolving Loans, (ii) to modify subsection 10.6
   thereof as more fully set forth herein, and (iii) to make certain other
   changes as more fully set forth herein, which amendment and restatement
   shall become effective upon satisfaction of the conditions precedent set
   forth herein;

        WHEREAS, it is the intent of the parties hereto that this Agreement
   not constitute a novation of the obligations and liabilities of the parties
   under the Existing Credit Agreement or be deemed to evidence or constitute
   repayment of all or any portion of such obligations and liabilities and
   that this Agreement amend and restate in its entirety the Existing Credit
   Agreement and re-evidence the Obligations of Company outstanding
   thereunder; and

        WHEREAS, it is the intent of Loan Parties to confirm that all
   Obligations of Loan Parties under the other Loan Documents shall continue
   in full force and effect and that, from and after the Effective Date, all
   references to the "CREDIT AGREEMENT" contained therein shall be deemed to
   refer to this Agreement:

        NOW, THEREFORE, in consideration of the premises and the agreements,
   provisions and covenants herein contained, Company, Lenders, Co-
   Administrative Agents, Arranging Agents and Collateral Agent agree that on
   the Effective Date the Existing Credit Agreement shall be amended and
   restated in its entirety as follows:


                                    SECTION 1.
                                   DEFINITIONS

   1.1  CERTAIN DEFINED TERMS.

        The following terms used in this Agreement shall have the following
   meanings:

        "ACCELERATED" has the meaning assigned to that term in the Recitals to
   this Agreement.

        "ACCELERATED ACQUIRED ASSETS" has the meaning assigned to that term in
   the Recitals to this Agreement.

        "ACCELERATED ACQUISITION" means the transactions contemplated by the
   Accelerated Acquisition Agreement.

        "ACCELERATED ACQUISITION AGREEMENT" means the Asset Purchase Agreement
   by and between Company and Accelerated, in the form delivered to Arranging
   Agents on or prior to the Funding Date for the Accelerated Acquisition
   Loans and as such agreement may be amended, restated, supplemented or
   otherwise modified from time to time to the extent permitted under
   subsection 7.12A.

        "ACCELERATED ACQUISITION LOANS" means Additional Tranche B Term Loans
   in an aggregate principal amount of up to $33,000,000 to be made to Company
   on or after the conditions precedent set forth in subsection 4.2 hereof
   shall have been satisfied or waived in accordance with the terms hereof.

        "ACKNOWLEDGEMENT AND CONSENT" means that certain Acknowledgement and
   Consent executed by Company and the Subsidiary Guarantors dated as of the
   Effective Date and substantially in the form of Exhibit XVII annexed
   hereto, as such Acknowledgement and Consent may be amended, restated,
   supplemented or otherwise modified from time to time.

        "ACQUISITION" means the transactions contemplated by the Acquisition
<PAGE>

   Agreement.

        "ACQUISITION AGREEMENT" means that certain Agreement and Plan of
   Merger dated as of August 13, 1996, by and among Company, Acquisition Sub
   and Payco, as in effect on the Closing Date and as such agreement may
   heretofore have been or hereafter may be amended, restated, supplemented or
   otherwise modified from time to time to the extent permitted under
   subsection 7.12A.

        "ACQUISITION LOANS" means the Accelerated Acquisition Loans and the
   NSA Acquisition Loans, collectively. 

        "ACQUISITION SUB" means Boxer Acquisition Corp., a Delaware
   corporation.

        "ADDITIONAL TRANCHE B TERM LOANS" means the Loans made by Lenders to
   Company pursuant to subsection 2.1A(ii).

        "ADJUSTMENT EURODOLLAR RATE" means, for any Interest Rate
   Determination Date, the rate per annum obtained by dividing (i) the London
   Interbank offered rate for deposits in U.S. Dollars for maturities
   comparable to the Interest Period for which such Adjusted Eurodollar Rate
   will apply as of approximately 11:00 A.M. (London time) on such Interest
   Rate Determination Date as set forth on Telerate Page 3750 by (ii) a
   percentage equal to 100% minus the stated maximum rate of all reserve
   requirements (including, without limitation, any marginal, emergency,
   supplemental, special or other reserves) applicable on such Interest Rate
   Determination Date to any member bank of the Federal Reserve System in
   respect of "Eurocurrency liabilities" as defined in Regulation D (or any
   successor category of liabilities under Regulation D).

        "AFFECTED LENDER" has the meaning assigned to that term in subsection
   2.6C.

        "AFFILIATE" means, as applied to any Person, any other Person directly
   or indirectly controlling, controlled by, or under common control with,
   that Person. For the purposes of this definition, "control" (including,
   with correlative meanings, the terms "controlling", "controlled by" and
   "under common control with"), as applied to any Person, means the
   possession, directly or indirectly, of the power to direct or cause the
   direction of the management and policies of that Person, whether through
   the ownership of voting securities or by contract or otherwise; provided,
   however, that "Affiliate" as applied to Company or its Subsidiaries shall
   not include Chase, CSI, GSCP, Goldman, Sachs & Co. or CS First Boston
   Corporation and their respective Affiliates, except that Goldman, Sachs &
   Co. and GSCP shall be considered Affiliates of Company and its Subsidiaries
   for purposes of subsection 7.9 hereof to the extent such Persons are acting
   as agents or brokers for Company or any of its Subsidiaries in connection
   with any sales of receivables portfolios.

        "AGENT" means, individually, each of Collateral Agent, Co-
   Administrative Agents and Arranging Agents, and "AGENTS" means Collateral
   Agent, Co-Administrative Agents and Arranging Agents, collectively.

        "AGREEMENT" means this Amended and Restated Credit Agreement dated as
   of October 8, 1997, as it may be amended, restated, supplemented or
   otherwise modified from time to time.

        "ANNIVERSARY" means each of the dates that are anniversaries of the
   Closing Date.
<PAGE>

        "APPLICABLE BASE RATE MARGIN" means, with respect to the applicable
   Loan set forth below, the corresponding per annum rate set forth below:


                                                APPLICABLE
                          LOAN               BASE RATE MARGIN

                 Tranche A Term Loans             1.50%

                 Tranche B Term Loans             2.00%
                 Revolving Loans                  1.50%

   ; provided that the Applicable Base Rate Margin set forth above with
   respect to Tranche A Term Loans and Revolving Loans shall be reduced by the
   Pricing Reduction, if any.

        "APPLICABLE EURODOLLAR RATE MARGIN" means, with respect to the
   applicable Loan set forth below, the corresponding per annum rate set forth
   below:


                                                APPLICABLE
                                          EURODOLLAR RATE MARGIN
                          LOAN

                 Tranche A Term Loans             2.50%

                 Tranche B Term Loans             3.00%

                 Revolving Loans                  2.50%

   ; provided that the Applicable Eurodollar Rate Margin set forth above with
   respect to Tranche A Term Loans and Revolving Loans shall be reduced by the
   Pricing Reduction, if any.

        "ARRANGING AGENT" and "ARRANGING AGENTS" have the respective meanings
   assigned to such terms in the introduction to this Agreement; provided that
   after the Effective Date, Arranging Agents shall only mean and include
   GSCP.

        "ARTICLES OF MERGER" means the Articles of Merger dated as of
   November 6, 1996 by and between Acquisition Sub and Payco to be filed with
   the Secretary of State of Wisconsin, as in effect on the Closing Date and
   as such articles may heretofore have been or hereafter may be amended,
   restated, supplemented or otherwise modified from time to time thereafter
   to the extent permitted under subsection 7.12A.

        "ASSET SALE" means the sale (including in any sale-leaseback
   transaction) by Company or any of its Subsidiaries to any Person (other
   than Company or any of its Wholly Owned Subsidiaries) of (i) any of the
   stock of any of Company's Subsidiaries, (ii) all or substantially all of
   the assets of any division or line of business of Company or any of its
   Subsidiaries, or (iii) any other assets other than sales of assets in the
   ordinary course of business and sales of obsolete equipment, excluding any
   such other assets to the extent that the aggregate value of such assets
   sold in any single transaction or transactions is equal to $250,000 or less
   in any one Fiscal Year; provided that in no event shall a sale of all or
   any portion of a receivables portfolio be deemed a sale of assets in the
   ordinary course of business.

        "ASSIGNMENT AGREEMENT" means an assignment agreement in substantially
   the form of Exhibit XIII annexed hereto or in such other form as may be
   approved by Co-Administrative Agents.
<PAGE>

        "BANKRUPTCY CODE" means Title 11 of the United States Code entitled
   "Bankruptcy", as now and hereafter in effect, or any successor statute.

        "BASE RATE" means, at any time, the higher of (x) the Prime Rate or
   (y) the rate which is 1/2 of 1% in excess of the Federal Funds Effective
   Rate.

        "BASE RATE LOANS" means Loans bearing interest at rates determined by
   reference to the Base Rate as provided in subsection 2.2A.

        "BUSINESS DAY" means (i) for all purposes other than as covered by
   clause (ii) below, any day excluding Saturday, Sunday and any day which is
   a legal holiday under the laws of the State of New York or is a day on
   which banking institutions located in such state are authorized or required
   by law or other governmental action to close, and (ii) with respect to all
   notices, determinations, fundings, issuances and payments in connection
   with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, any day
   that is a Business Day described in clause (i) above and that is also (a) a
   day for trading by and between banks in Dollar deposits in the London
   interbank market and (b) a day on which banking institutions are open for
   business in London.

        "CAPITAL LEASE" means, as applied to any Person, any lease of any
   property (whether real, personal or mixed) by that Person as lessee that,
   in conformity with GAAP, is accounted for as a capital lease on the balance
   sheet of that Person.

        "CASH" means money, currency or a credit balance in a Deposit Account.

        "CASH EQUIVALENTS" means (i) marketable securities issued or directly
   and unconditionally guaranteed by the United States Government or issued by
   any agency thereof and backed by the full faith and credit of the United
   States, in each case maturing within one year from the date of acquisition
   thereof; (ii) marketable direct obligations issued by any state of the
   United States of America or any political subdivision of any such state or
   any public instrumentality thereof maturing within one year from the date
   of acquisition thereof and, at the time of acquisition, having the highest
   rating obtainable from either Standard & Poor's Rating Service ("S&P") or
   Moody's Investors Service, Inc. ("MOODY'S"); (iii) commercial paper
   maturing no more than one year from the date of creation thereof and, at
   the time of acquisition, having a rating of at least A-1 from S&P or at
   least P-1 from Moody's; (iv) certificates of deposit or bankers'
   acceptances maturing within one year from the date of acquisition thereof
   and, at the time of acquisition, having a rating of at least A-1 from S&P
   or at least P-1 from Moody's, issued by any Lender or any commercial bank
   organized under the laws of the United States of America or any state
   thereof or the District of Columbia having unimpaired capital and surplus
   of not less than $250,000,000 (each Lender and each such commercial bank
   being herein called a "CASH EQUIVALENT BANK"); and (v) Eurodollar time
   deposits having a maturity of less than one year purchased directly from
   any Cash Equivalent Bank (provided such deposit is with such Cash
   Equivalent Bank or any other Cash Equivalent Bank).

        "CASH PROCEEDS" means, with respect to any Asset Sale, Cash payments
   (including any Cash received by way of deferred payment pursuant to, or
   monetization of, a note receivable or otherwise, but only as and when so
   received) received by Company or any of its Subsidiaries from such Asset
   Sale.

        "CERTIFICATE OF MERGER" means the Certificate of Merger dated as of
   November 6, 1996 by and between Acquisition Sub and Payco to be filed with
   the Secretary of State of Delaware, as in effect on the Closing Date and as
   such certificate may heretofore have been or hereafter may be amended,
<PAGE>

   restated, supplemented or otherwise modified from time to time thereafter
   to the extent permitted under subsection 7.12A.

        "CERTIFICATE RE NON-BANK STATUS" means a certificate substantially in
   the form of Exhibit XV annexed hereto delivered by a Lender to Chase Co-
   Administrative Agent pursuant to subsection 2.7B(iii).

        "CHASE" means The Chase Manhattan Bank and its successors, including,
   without limitation, its successors by merger.

        "CHASE CO-ADMINISTRATIVE AGENT" means Chase, in its capacity as a Co-
   Administrative Agent, and any successor to Chase in such capacity appointed
   pursuant to subsection 9.5A.

        "CLOSING DATE" means November 6, 1996.

        "CO-ADMINISTRATIVE AGENT" and "CO-ADMINISTRATIVE AGENTS" have the
   respective meanings assigned to such terms in the introduction to this
   Agreement and also mean and include any successor Co-Administrative Agent
   appointed pursuant to subsection 9.5A.

        "COLLATERAL" means all of the properties and assets (including capital
   stock) in which Liens are purported to be granted by the Collateral
   Documents.

        "COLLATERAL ACCOUNT" has the meaning assigned to that term in the
   Collateral Account Agreement.

         "COLLATERAL ACCOUNT AGREEMENT" means the Collateral Account Agreement
   executed and delivered by Company and Chase Co-Administrative Agent on the
   Closing Date, substantially in the form of Exhibit XVI annexed hereto,
   pursuant to which Company may pledge cash to Chase Co-Administrative Agent
   to secure the obligations of Company to reimburse Issuing Lenders for
   payments made under one or more Letters of Credit as such Collateral
   Account Agreement may heretofore have been or hereafter may be amended,
   restated, supplemented or otherwise modified from time to time.

        "COLLATERAL AGENT" means SunTrust, in its capacity as Collateral
   Agent, and any successor to SunTrust, in such capacity appointed pursuant
   to subsection 9.5A.

        "COLLATERAL DOCUMENTS" means the Pledge Agreement, the Security
   Agreement, the Limited Partnership Security Agreement, the Trademark
   Security Agreement, the Collateral Account Agreement, the Mortgages, the
   Deeds of Trust, and any other documents, instruments or agreements
   delivered by any Loan Party pursuant to this Agreement or any of the other
   Loan Documents in order to grant or perfect liens on any assets of such
   Loan Party as security for the Obligations.

        "COMMERCIAL LETTER OF CREDIT" means any letter of credit or similar
   instrument issued for the purpose of providing the primary payment
   mechanism in connection with the purchase of any materials, goods or
   services by Company or any of its Subsidiaries in the ordinary course of
   business of Company or such Subsidiary.

        "COMMITMENTS" means (i) with respect to the period prior to the
   Effective Date, the commitments of Lenders to make Loans as set forth in
   subsection 2.1A of the Existing Credit Agreement, and (ii) thereafter, the
   commitments of Lenders to make Loans as set forth in subsection 2.1A of
   this Agreement.

        "COMPANY COMMON STOCK" means, collectively, Company's (i) Voting
   Common Stock, par value $0.01 per share, (ii) Class A Non-Voting Common
<PAGE>

   Stock, par value $0.01 per share, (iii) Class B Non-Voting Common Stock,
   par value $0.01 per share, and (iv) Class C Non-Voting Common Stock, par
   value $0.01 per share.

        "COMPANY PREFERRED STOCK" means Company's 8.0% Non-Voting Cumulative
   Redeemable Exchangeable Preferred Stock outstanding as of the Closing Date
   in the approximate amount of $10,800,000, together with any shares of such
   preferred stock issued after the Closing Date as dividends thereon
   permitted under subsection 7.5 of the Existing Credit Agreement or under
   subsection 7.5 of this Agreement.

        "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
   of Exhibit X annexed hereto delivered to Chase Co-Administrative Agent by
   Company pursuant to subsection 6.1(iv).

        "CONDEMNATION PROCEEDS" has the meaning assigned to that term in
   subsection 2.4B(iii)(d).

        "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the sum of
   (i) the aggregate of all expenditures (whether paid in cash or other
   consideration or accrued as a liability and including that portion of
   Capital Leases which is capitalized on the consolidated balance sheet of
   Company and its Subsidiaries) by Company and its Subsidiaries during that
   period that, in conformity with GAAP, are included in "purchases of
   property, plant or equipment" or comparable items reflected in the
   consolidated statement of cash flows of Company and its Subsidiaries plus
   (ii) to the extent not covered by clause (i) of this definition, the
   aggregate of all expenditures by Company and its Subsidiaries during that
   period to acquire (by purchase or otherwise) the business, property (except
   inventory, other than any receivables portfolios, in the ordinary course of
   business) or fixed assets of any Person, or stock or other evidence of
   beneficial ownership of any Person that, as a result of the acquisition of
   such stock or other evidence, becomes a Subsidiary of Company.

        "CONSOLIDATED CURRENT ASSETS" means, as at any date of determination,
   the total assets of Company and its Subsidiaries on a consolidated basis
   which may properly be classified as current assets in conformity with GAAP,
   excluding Cash and Cash Equivalents.

        "CONSOLIDATED CURRENT LIABILITIES" means, as at any date of
   determination, the total liabilities of Company and its Subsidiaries on a
   consolidated basis which may properly be classified as current liabilities
   in conformity with GAAP.

        "CONSOLIDATED EBITDA" means, for any period, (i) the sum of the
   amounts for such period of (a) Consolidated Net Income, (b) Consolidated
   Interest Expense, (c) provisions for taxes based on income, (d) total
   depreciation expense, (e) total amortization expense, (f) other non-cash
   items reducing Consolidated Net Income, (g) to the extent deducted in
   determining Consolidated Net Income, (x) non-recurring charges not
   exceeding $10,000,000 identified prior to December 31, 1997 (whether or not
   incurred prior to December 31, 1997) with respect to the rationalization of
   the business of Company and its Subsidiaries following the Acquisition and
   (y) charges not in excess of $3,600,000 with respect to the relocation of
   offices at Continental Credit Services, Inc. and costs of implementing a
   new computer system at Payco and duplicative costs of operating the old
   system concurrently and (h) to the extent deducted in determining
   Consolidated Net Income, any non-recurring charges incurred after the
   Closing Date in connection with the resolution of litigation of Company and
   its Subsidiaries disclosed in that certain Offering Circular dated October
   31, 1996 prepared in connection with the offering of the Subordinated
   Notes, less (ii) the sum of the amounts for such period of (a) other non-
   cash items increasing Consolidated Net Income and (b) to the extent not
<PAGE>

   otherwise deducted in determining Consolidated Net Income, payments made
   during such period with respect to Earn Out Agreements permitted hereunder
   and Management Fees, all of the foregoing as determined on a consolidated
   basis for Company and its Subsidiaries in conformity with GAAP.

        "CONSOLIDATED EXCESS CASH FLOW" means, for any period, an amount (if
   positive) equal to (i) the sum, without duplication, of the amounts for
   such period of (a) Consolidated EBITDA and (b) the Consolidated Working
   Capital Adjustment minus (ii) the sum, without duplication, of the amounts
   for such period of (a) voluntary and scheduled cash repayments of
   Consolidated Total Debt (excluding repayments of Revolving Loans except to
   the extent the Revolving Loan Commitments are permanently reduced in
   connection with such repayments), (b) Consolidated Capital Expenditures
   (net of any proceeds of any related financings with respect to such
   expenditures), (c) Consolidated Interest Expense, (d) the provision for
   current taxes based on income of Company and its Subsidiaries and payable
   in cash with respect to such period, and (e) to the extent not otherwise
   deducted in calculating Consolidated Excess Cash Flow, cash payments made
   during such period with respect to non-recurring charges described in
   subdivisions (g) and (h) of the definition of Consolidated EBITDA.

        "CONSOLIDATED FIXED CHARGES" means, for any period, an amount equal to
   the sum of the amounts for such period of (i) scheduled cash repayments of
   principal of all Indebtedness, as reduced by prepayments previously made,
   (ii) Consolidated Interest Expense, (iii) Consolidated Maintenance Capital
   Expenditures and (iv) the portion of taxes based on income actually paid in
   cash.

        "CONSOLIDATED INTEREST EXPENSE" means, for any period, total interest
   expense (including that portion attributable to Capital Leases in
   accordance with GAAP) payable in cash of Company and its Subsidiaries on a
   consolidated basis with respect to all outstanding Indebtedness of Company
   and its Subsidiaries, including, without limitation, all commissions,
   discounts and other fees and charges owed with respect to letters of credit
   and bankers' acceptance financing and net costs under Interest Rate
   Agreements, but excluding, however, any amounts referred to in subsection
   2.3 of this Agreement or subsection 2.3 of the Existing Credit Agreement
   payable to Agents and Lenders on or before the Effective Date or the
   Closing Date, respectively.

        "CONSOLIDATED MAINTENANCE CAPITAL EXPENDITURES" means, for any period,
   all Consolidated Capital Expenditures for such period other than
   Consolidated Capital Expenditures expended to make Permitted Acquisitions
   or Permitted Portfolio Acquisitions.

        "CONSOLIDATED NET INCOME" means, for any period, the net income (or
   loss) of Company and its Subsidiaries on a consolidated basis for such
   period taken as a single accounting period determined in conformity with
   GAAP; provided that there shall be excluded (i) the income (or loss) of any
   Person (other than a Subsidiary of Company) in which any other Person
   (other than Company or any of its Subsidiaries) has a joint interest,
   except to the extent of the amount of dividends or other distributions
   actually paid to Company or any of its Subsidiaries by such Person during
   such period, (ii) the income (or loss) of any Person accrued prior to the
   date it becomes a Subsidiary of Company or is merged into or consolidated
   with Company or any of its Subsidiaries or that Person's assets are
   acquired by Company or any of its Subsidiaries, (iii) the income of any
   Subsidiary of Company to the extent that the declaration or payment of
   dividends or similar distributions by that Subsidiary of that income is not
   at the time permitted by operation of the terms of its charter or any
   agreement, instrument, judgment, decree, order, statute, rule or
   governmental regulation applicable to that Subsidiary, (iv) any after-tax
   gains or losses attributable to Asset Sales, and (v) (to the extent not
<PAGE>

   included in clauses (i) through (iv) above) any net extraordinary gains or
   net non-cash extraordinary losses.

        "CONSOLIDATED TOTAL DEBT" means, as at any date of determination, the
   aggregate stated balance sheet amount of all outstanding Indebtedness of
   Company and its Subsidiaries on a consolidated basis as determined in
   conformity with GAAP.

        "CONSOLIDATED WORKING CAPITAL" means, as at any date of determination,
   the excess of Consolidated Current Assets over Consolidated Current
   Liabilities.

        "CONSOLIDATED WORKING CAPITAL ADJUSTMENT" means, for any period on a
   consolidated basis, the amount (which may be a negative number) by which
   Consolidated Working Capital as of the beginning of such period exceeds (or
   is less than) Consolidated Working Capital as of the end of such period.

        "CONTINGENT OBLIGATION" means, as applied to any Person, any direct or
   indirect liability, contingent or otherwise, of that Person (i) with
   respect to any Indebtedness, lease, dividend or other obligation of another
   if the primary purpose or intent thereof by the Person incurring the
   Contingent Obligation is to provide assurance to the obligee of such
   obligation of another that such obligation of another will be paid or
   discharged, or that any agreements relating thereto will be complied with,
   or that the holders of such obligation will be protected (in whole or in
   part) against loss in respect thereof, (ii) with respect to any letter of
   credit issued for the account of that Person or as to which that Person is
   otherwise liable for reimbursement of drawings, or (iii) under Interest
   Rate Agreements.  Contingent Obligations shall include, without limitation,
   (a) the direct or indirect guaranty, endorsement (otherwise than for
   collection or deposit in the ordinary course of business), co-making,
   discounting with recourse or sale with recourse by such Person of the
   obligation of another, (b) the obligation to make take-or-pay or similar
   payments if required regardless of non-performance by any other party or
   parties to an agreement, and (c) any liability of such Person for the
   obligation of another through any agreement (contingent or otherwise)
   (x) to purchase, repurchase or otherwise acquire such obligation or any
   security therefor, or to provide funds for the payment or discharge of such
   obligation (whether in the form of loans, advances, stock purchases,
   capital contributions or otherwise) or (y) to maintain the solvency or any
   balance sheet item, level of income or financial condition of another if,
   in the case of any agreement described under subclauses (x) or (y) of this
   sentence, the primary purpose or intent thereof is as described in the
   preceding sentence.  The amount of any Contingent Obligation shall be equal
   to the amount of the obligation so guaranteed or otherwise supported or, if
   less, the amount to which such Contingent Obligation is specifically
   limited.

        "CONTINUING DIRECTOR" shall mean, as of any date of determination, any
   member of the Board of Directors of Company who (i) was a member of such
   Board of Directors on the Closing Date or (ii) was nominated for election
   or elected to such Board of Directors with the affirmative vote of the MDC
   Entities.

        "CONTRACTUAL OBLIGATION" means, as applied to any Person, any
   provision of any Security issued by that Person or of any material
   indenture, mortgage, deed of trust, contract, undertaking, agreement or
   other instrument to which that Person is a party or by which it or any of
   its properties is bound or to which it or any of its properties is subject.

        "CORPORATE LOAN PARTY" means any Loan Party which is a corporation. 

        "CSI" means Chase Securities Inc. and its successors and assigns,
<PAGE>

   including, without limitation, its successors by merger.

        "DEBT COLLECTION LAWS" means the Fair Debt Collection Practices Act
   and any similar state laws relating to the collection of consumer debt.

        "DEED OF TRUST" means any deed of trust granted by Company or any of
   its Subsidiaries in any interest in real property to secure the
   Obligations, as such deed of trust may be amended, restated, supplemented
   or otherwise modified from time to time.

        "DEFAULTING LENDER" means any Lender with respect to which a Lender
   Default is in effect.

        "DEPOSIT ACCOUNT" means a demand, time, savings, passbook or like
   account with a bank, savings and loan association, credit union or like
   organization, other than an account evidenced by a negotiable certificate
   of deposit.

        "DOLLARS" and the sign "$" mean the lawful money of the United States
   of America.

        "EARN OUT AGREEMENT" shall mean (i) the agreements set forth in
   Schedule 7.4(iv)(a) hereto and (ii) any other agreement entered into after
   the Closing Date by Company to pay the seller or sellers of any Person or
   assets acquired in accordance with the provisions of subsection 7.7(v) at
   any time following the consummation of such acquisition by reference to the
   financial performance of Company or the Person or assets acquired.

        "EFFECTIVE DATE" means the date on or before November 10, 1997 on
   which (i) the conditions precedent to effectiveness set forth in subsection
   10.20 shall be satisfied and (ii) the conditions precedent set forth in
   subsections 4.1 and 4.4 shall be satisfied or waived in accordance with the
   terms hereof.

        "ELIGIBLE ASSIGNEE" means (i) (a) a commercial bank organized under
   the laws of the United States or any state thereof; (b) a commercial bank
   organized under the laws of any other country or a political subdivision
   thereof; provided that (x) such bank is acting through a branch or agency
   located in the United States or (y) such bank is organized under the laws
   of a country that is a member of the Organization for Economic Cooperation
   and Development or a political subdivision of such country; (c) any other
   entity which is an "accredited investor" (as defined in Regulation D under
   the Securities Act) which extends credit or buys loans as one of its
   businesses including, but not limited to, insurance companies, mutual funds
   and lease financing companies; and (d) any other financial institution or
   fund (whether a corporation, partnership, trust or other entity) that is
   engaged in making, purchasing or otherwise investing in commercial loans in
   the ordinary course of its business and has combined capital and surplus or
   net assets of at least $100,000,000, in each case (under clauses (a)
   through (d) above) that is reasonably acceptable to Co-Administrative
   Agents; and (ii) any Lender and any Affiliate of any Lender; provided that
   no Affiliate of Company shall be an Eligible Assignee.

        "EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as defined
   in Section 3(3) of ERISA which is subject to ERISA and which is maintained
   or contributed to by Company or any of its ERISA Affiliates.

        "EMPLOYMENT AGREEMENTS" means, collectively, (i) that certain
   Employment Agreement and that certain Covenant Not-To-Compete Agreement, in
   each case dated as of August 13, 1996 by and between Payco and David S.
   Patterson, (ii) that certain Employment Agreement and that certain Covenant
   Not-To-Compete Agreement, in each case dated as of August 13, 1996 by and
   between Payco and James R. Bohmann, (iii) that certain Employment Agreement
<PAGE>

   and that certain Covenant Not-To-Compete Agreement, in each case dated as
   of August 13, 1996 by and between Payco and William W. Kagel, (iv) that
   certain Employment Agreement and that certain Covenant Not-To-Compete
   Agreement, in each case dated as of August 13, 1996 by and between Payco
   and Patrick E. Carroll, (v) that certain Employment Agreement and that
   certain Covenant Not-To-Compete Agreement, in each case dated as of
   August 13, 1996 by and between Payco and Alvin W. Keeley, (vi) that certain
   Employment Agreement and that certain Covenant Not-To-Compete Agreement, in
   each case dated as of August 13, 1996 by and between Payco and Susan
   Mathison, (vii) that certain Employment Agreement and that certain Covenant
   Not-To-Compete Agreement, in each case dated as of August 13, 1996 by and
   between Payco and John P. Stetzenbach, (viii) that certain Employment
   Agreement and that certain Covenant Not-To-Compete Agreement, in each case
   dated as of August 13, 1996 by and between Payco and Neal R. Sparby, and
   (ix) that certain Consulting Agreement and that certain Covenant Not-To-
   Compete Agreement, in each case dated as of August 13, 1996 by and between
   Payco and Dennis Punches.

        "ENVIRONMENTAL CLAIM" means any written accusation, allegation, notice
   of violation, claim, demand, abatement order or other order or direction
   (conditional or otherwise) by any governmental authority or any Person for
   any damage, including, without limitation, personal injury (including
   sickness, disease or death), tangible or intangible property damage,
   contribution, indemnity, indirect or consequential damages, damage to the
   environment, nuisance, pollution, contamination or other adverse effects on
   the environment, or for fines, penalties or restrictions, in each case
   relating to, resulting from or in connection with Hazardous Materials and
   relating to Company, any of its Subsidiaries, any of their respective
   Affiliates that are directly or indirectly controlled by Company, or any
   Facility.

        "ENVIRONMENTAL LAWS" means all laws, statutes, ordinances, orders,
   rules, regulations, plans, policies or decrees and the like relating to
   (i) environmental matters, including, without limitation, those relating to
   fines, injunctions, penalties, damages, contribution, cost recovery
   compensation, losses or injuries resulting from the Release or threatened
   Release of Hazardous Materials, (ii) the generation, use, storage,
   transportation or disposal of Hazardous Materials, or (iii) occupational
   safety and health, public health and safety, industrial hygiene or
   protection of wetlands, in any manner applicable to Company or any of its
   Subsidiaries or any of their respective properties, including, without
   limitation, the Comprehensive Environmental Response, Compensation, and
   Liability Act (42 U.S.C. Section 9601 et seq.), the Hazardous Materials
   Transportation Act (49 U.S.C. Section 1801 et seq.), the Resource
   Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), the Federal
   Water Pollution Control Act ( 33 U.S.C. Section 1251 et seq.), the Clean
   Air Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances Control Act
   (15 U.S.C. Section 2601 et seq.), the Federal Insecticide, Fungicide and
   Rodenticide Act (7 U.S.C. Section 136 et seq.), the Occupational Safety and
   Health Act (29 U.S.C. Section 651 et seq.) and the Emergency Planning and
   Community Right-to-Know Act (42 U.S.C. Section 11001 et seq.), each as
   amended or supplemented, and any analogous future or present local, state
   and federal statutes and regulations promulgated pursuant thereto, each as
   in effect as of the date of determination.

        "EQUITY PROCEEDS" means the cash proceeds (net of underwriting
   discounts and commissions and other reasonable costs associated therewith)
   from the issuance of any equity Securities of Company after the Closing
   Date.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as
   amended from time to time, and any successor statute.
<PAGE>

        "ERISA AFFILIATE" means, as applied to any Person, (i) any corporation
   which is a member of a controlled group of corporations within the meaning
   of Section 414(b) of the Internal Revenue Code of which that Person is a
   member; (ii) any trade or business (whether or not incorporated) which is a
   member of a group of trades or businesses under common control within the
   meaning of Section 414(c) of the Internal Revenue Code of which that Person
   is a member; and (iii) solely for purposes of obligations under Section 412
   of the Internal Revenue Code or under the applicable sections set forth in
   Section 414(t)(2) of the Internal Revenue Code, any member of an affiliated
   service group within the meaning of Section 414(m) or (o) of the Internal
   Revenue Code of which that Person, any corporation described in clause
   (i) above or any trade or business described in clause (ii) above is a
   member.

        "ERISA EVENT" means (i) a "reportable event" within the meaning of
   Section 4043(c) of ERISA and the regulations issued thereunder with respect
   to any Pension Plan (excluding those for which the provision for 30-day
   notice to the PBGC has been waived by regulation); (ii) the failure to meet
   the minimum funding standard of Section 412 of the Internal Revenue Code
   with respect to any Pension Plan (whether or not waived in accordance with
   Section 412(d) of the Internal Revenue Code) or the failure to make by its
   due date a required installment under Section 412(m) of the Internal
   Revenue Code with respect to any Pension Plan or the failure to make any
   required contribution to a Multiemployer Plan; (iii) the provision by the
   administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA
   of a notice of intent to terminate such plan in a distress termination
   described in Section 4041(c) of ERISA; (iv) the withdrawal by Company or
   any of its ERISA Affiliates from any Pension Plan with two or more
   contributing sponsors or the termination of any such Pension Plan
   resulting, in either case, in liability pursuant to Section 4063 or 4064 of
   ERISA, respectively; (v) the institution by the PBGC of proceedings to
   terminate any Pension Plan pursuant to Section 4042 of ERISA; (vi) the
   imposition of liability on Company or any of its ERISA Affiliates pursuant
   to Section 4062(e) or 4069 of ERISA or by reason of the application of
   Section 4212(c) of ERISA; (vii) the withdrawal by Company or any of its
   ERISA Affiliates in a complete or partial withdrawal (within the meaning of
   Sections 4203 and 4205 of ERISA) from any Multiemployer Plan resulting in
   withdrawal liability pursuant to Section 4201 of ERISA, or the receipt by
   Company or any of its ERISA Affiliates of written notice from any
   Multiemployer Plan that it is in reorganization or insolvency pursuant to
   Section 4241 or 4245 of ERISA, or that it intends to terminate or has
   terminated under Section 4042 of ERISA or under Section 4041A of ERISA if
   such termination would result in liability to Company or any of its ERISA
   Affiliates; (viii) the imposition on Company or any of its ERISA Affiliates
   of fines, penalties or taxes under Chapter 43 of the Internal Revenue Code
   or under Section 409 or 502(c), (i) or (l) or 4071 of ERISA in respect of
   any Employee Benefit Plan; (ix) the failure of any Pension Plan (or any
   other Employee Benefit Plan intended to be qualified under Section 401(a)
   of the Internal Revenue Code) to qualify under Section 401(a) of the
   Internal Revenue Code, or the failure of any trust forming part of any
   Pension Plan to qualify for exemption from taxation under Section 501(a) of
   the Internal Revenue Code; or (x) the imposition of a Lien pursuant to
   Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to
   ERISA with respect to any Pension Plan.

        "EURODOLLAR RATE LOANS" means Loans bearing interest at rates
   determined by reference to the Adjusted Eurodollar Rate as provided in
   subsection 2.2A.

        "EVENT OF DEFAULT" means each of the events set forth in Section 8.

        "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
   from time to time, and any successor statute.
<PAGE>

        "EXISTING CREDIT AGREEMENT" has the meaning assigned to that term in
   the Recitals to this Agreement.

        "EXISTING LENDERS" has the meaning assigned to that term in the
   Recitals to this Agreement.

        "EXISTING LETTERS OF CREDIT" has the meaning assigned to that term in
   subsection 3.1.

        "EXISTING LOAN" or "EXISTING LOANS" means, as the context requires,
   one or more of the Existing Tranche A Term Loans, Existing Tranche B Term
   Loans or Existing Revolving Loans or any combination thereof. 

        "EXISTING REVOLVING LOANS" means, with respect to any Existing Lender,
   the Revolving Loans under, as defined in, the Existing Credit Agreement
   held by such Existing Lender, in the principal amount of such Loans
   outstanding immediately prior to the Effective Date.

        "EXISTING SELLER NOTE" means that certain 9% Non-Negotiable
   Subordinated Note issued by Outsourcing Solutions Incorporated to Alan
   Miller in the principal amount of $5,000,000, due July 10, 2001, as in
   effect on the Closing Date and as such note may heretofore have been or
   hereafter may be amended, restated, supplemented or otherwise modified from
   time to time thereafter to the extent permitted under subsection 7.12B.

        "EXISTING TRANCHE A TERM LOAN" means, with respect to any Existing
   Lender, the Tranche A Term Loan under, as defined in, the Existing Credit
   Agreement held by such Existing Lender, in the principal amount of such
   Loan outstanding immediately prior to the Effective Date, and "EXISTING
   TRANCHE A TERM LOANS" means such Loans of all Existing Lenders,
   collectively.

        "EXISTING TRANCHE B TERM LOAN" means, with respect to any Existing
   Lender, the Tranche B Term Loan under, as defined in, the Existing Credit
   Agreement held by such Existing Lender, in the principal amount of such
   Loan outstanding immediately prior to the Effective Date, and "EXISTING
   TRANCHE B TERM LOANS" means such Loans of all Existing Lenders,
   collectively.

        "FACILITIES" means any and all real property (including, without
   limitation, all buildings, fixtures or other improvements located thereon)
   now, hereafter or heretofore owned, leased, operated or used by Company or
   any of its Subsidiaries (but only as to portions of buildings actually
   leased or used) or any of their respective predecessors or any of their
   respective Affiliates that are directly or indirectly controlled by
   Company.

        "FAIR DEBT COLLECTION PRACTICES ACT" means the Federal Fair Debt
   Collection Practices Act, as amended from time to time, and any successor
   statute.

        "FEDERAL FUNDS EFFECTIVE RATE" means, for any period, a fluctuating
   interest rate equal for each day during such period to the weighted average
   of the rates on overnight Federal funds transactions with members of the
   Federal Reserve System arranged by Federal funds brokers, as published for
   such day (or, if such day is not a Business Day, for the next 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 for such day on such transactions received by Chase Co-
   Administrative Agent from three Federal funds brokers of recognized
   standing selected by Chase Co-Administrative Agent.

        "FISCAL QUARTER" means a fiscal quarter of a Fiscal Year.
<PAGE>

        "FISCAL YEAR" means the fiscal year of Company and its Subsidiaries
   ending on December 31 of each calendar year.

        "FORWARD FLOW CONTRACT" shall mean (i) the agreement set forth in
   Schedule 7.4(iv)(b) hereto and (ii) any other agreement entered into after
   the Closing Date by Company or any of its Subsidiaries to purchase
   receivables portfolios from time to time meeting the criteria enumerated
   therein.

        "FUNDING AND PAYMENT OFFICE" means the office of Chase Co-
   Administrative Agent and Swing Line Lender located at 270 Park Avenue, New
   York, New York 10017 or such offices of Chase Co-Administrative Agent or
   any successor Chase Co-Administrative Agent specified by Chase Co-
   Administrative Agent or such successor Chase Co-Administrative Agent in a
   written notice to Loan Parties and Lenders).

        "FUNDING DATE" means the date of the funding of a Loan.

        "GAAP" means, subject to the limitations on the application thereof
   set forth in subsection 1.2, generally accepted accounting principles set
   forth in opinions and pronouncements of the Accounting Principles Board of
   the American Institute of Certified Public Accountants and statements and
   pronouncements of the Financial Accounting Standards Board or in such other
   statements by such other entity as may be approved by a significant segment
   of the accounting profession, in each case as the same are applicable to
   the circumstances as of the date of determination and specifically, terms
   used herein applicable to Company and its Subsidiaries defined by reference
   to GAAP shall give effect to the subtraction of minority interests.

        "GOVERNMENTAL ACTS" has the meaning assigned to that term in
   subsection 3.5.

        "GOVERNMENTAL AUTHORIZATION" means any permit, license, authorization,
   plan, directive, consent order or consent decree of or from any federal,
   state or local governmental authority, agency or court.

        "GSCP" means Goldman Sachs Credit Partners L.P., a Bermuda limited
   partnership.

        "GUARANTY" means the Subsidiary Guaranty and any other guaranty of the
   Obligations.

        "GUARANTORS" means the Subsidiary Guarantors.

        "HAZARDOUS MATERIALS" means (i) any chemical, material or substance
   defined as or included in the definition of "hazardous substances",
   "hazardous wastes", "hazardous materials", "extremely hazardous waste",
   "restricted hazardous waste", "infectious waste", "toxic substances" or any
   other formulations intended to define, list or classify substances by
   reason of deleterious properties such as ignitability, corrosivity,
   reactivity, carcinogenicity, toxicity, reproductive toxicity, "TCLP
   toxicity" or "EP toxicity" or words of similar import under any applicable
   Environmental Laws; (ii) any oil, petroleum, petroleum fraction or
   petroleum derived substance; (iii) any drilling fluids, produced waters and
   other wastes associated with the exploration, development or production of
   crude oil, natural gas or geothermal resources; (iv) any flammable
   substances or explosives; (v) any radioactive materials; (vi) asbestos in
   any form; (vii) urea formaldehyde foam insulation; (viii) electrical
   equipment which contains any oil or dielectric fluid containing levels of
   polychlorinated biphenyls in excess of fifty parts per million;
   (ix) pesticides; and (x) any other chemical, material or substance,
   exposure to which is prohibited, limited or regulated by any governmental
   authority.
<PAGE>

        "HBR SERVICES AGREEMENT" means that certain Master Services Agreement
   dated as of October 1, 1992, by and between Account Portfolios, L.P. and
   HBR Capital, Ltd., as in effect on the Closing Date and as such agreement
   may heretofore have been or hereafter may be amended, restated, supplement-
   ed or otherwise modified from time to time thereafter to the extent
   permitted under subsection 7.12A.

        "IMMATERIAL SUBSIDIARIES" means, with respect to any Person, any
   Subsidiary or Subsidiaries of such Person the assets of which constitute,
   individually or in the aggregate, less than 5% of the total assets of such
   Person and its Subsidiaries.

        "INDEBTEDNESS" means, as applied to any Person, (i) all indebtedness
   for borrowed money, (ii) that portion of obligations with respect to
   Capital Leases that is properly classified as a liability on a balance
   sheet in conformity with GAAP, (iii) notes payable and drafts accepted
   representing extensions of credit whether or not representing obligations
   for borrowed money (other than accounts payable incurred in the ordinary
   course of business and accrued expenses incurred in the ordinary course of
   business), (iv) any obligation owed for all or any part of the deferred
   purchase price of property or services (excluding any such obligations
   incurred under ERISA or under Earn Out Agreements), which purchase price is
   (a) due more than six months from the date of incurrence of the obligation
   in respect thereof or (b) evidenced by a note or similar written
   instrument, and (v) all indebtedness secured by any Lien on any property or
   asset owned or held by that Person regardless of whether the indebtedness
   secured thereby shall have been assumed by that Person or is nonrecourse to
   the credit of that Person.  Obligations under Interest Rate Agreements,
   Currency Agreements and Earn Out Agreements constitute Contingent
   Obligations and not Indebtedness.

        "INDEMNITEE" has the meaning assigned to that term in subsection 10.3.

        "INSURANCE PROCEEDS" has the meaning assigned to that term in subsec-
   tion 2.4B(iii)(d).

        "INTEREST COVERAGE RATIO" means, as of any date of determination, the
   ratio of Consolidated EBITDA to Consolidated Interest Expense, in each case
   calculated for the 12 consecutive months ending on the last day of the
   month preceding such date of determination.

        "INTEREST PAYMENT DATE" means (i) with respect to any Base Rate Loan,
   each January 15, April 15, July 15 and October 15 of each year, commencing
   on January 15, 1997 and (ii) with respect to any Eurodollar Rate Loan, the
   last day of each Interest Period applicable to such Loan; provided that in
   the case of each Interest Period of longer than three months, "Interest
   Payment Date" shall also include the date that is three months after the
   commencement of such Interest Period.

        "INTEREST PERIOD" has the meaning assigned to that term in subsection
   2.2B.

        "INTEREST RATE AGREEMENT" means any interest rate swap agreement,
   interest rate cap agreement, interest rate collar agreement or other
   similar agreement or arrangement designed to hedge Company or any of its
   Subsidiaries against fluctuations in interest rates.

        "INTEREST RATE DETERMINATION DATE" means each date for calculating the
   Adjusted Eurodollar Rate, for purposes of determining the interest rate in
   respect of an Interest Period.  The Interest Rate Determination Date in
   respect of calculating the Adjusted Eurodollar Rate shall be the second
   Business Day prior to the first day of the related Interest Period.
<PAGE>

        "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
   amended to the date hereof and from time to time hereafter.

        "INVESTMENT" means (i) any direct or indirect purchase or other
   acquisition by Company or any of its Subsidiaries of, or of a beneficial
   interest in, stock or other Securities of any other Person (other than a
   Person that, prior to such purchase or acquisition, was a Wholly Owned
   Subsidiary of Company), or (ii) any direct or indirect loan, advance (other
   than advances to employees for moving, entertainment and travel expenses,
   drawing accounts and similar expenditures in the ordinary course of
   business) or capital contribution by Company or any of its Subsidiaries to
   any other Person other than a Wholly Owned Subsidiary of Company, including
   all indebtedness and accounts receivable acquired from that other Person
   that are not current assets or did not arise from sales to that other
   Person in the ordinary course of business; provided, however, that the term
   "Investment" shall not include (a) current trade and customer accounts
   receivable for goods furnished or services rendered in the ordinary course
   of business and payable in accordance with customary trade terms, (b)
   advances and prepayments to suppliers for goods and services in the
   ordinary course of business, (c) stock or other securities acquired in
   connection with the satisfaction or enforcement of Indebtedness or claims
   due or owing to Company or any of its Subsidiaries or as security for any
   such Indebtedness or claims, (d) Cash held in Deposit Accounts with banks
   and trust companies (other than Lenders) not exceeding $2,000,000 in
   aggregate amount, (e) Cash held in Deposit Accounts with banks and trust
   companies (other than Lenders) in which amounts received from credit card
   issuers are concentrated and held to be swept to Company's operating
   accounts with a Lender on a daily basis, (f) Cash held in any Deposit
   Account with a Lender and (g) shares in a mutual fund that invests solely
   in Cash Equivalents.  The amount of any Investment shall be the original
   cost of such Investment plus the cost of all additions thereto, without any
   adjustments for increases or decreases in value, or write-ups, write-downs
   or write-offs with respect to such Investment.

        "ISSUING LENDER" means, with respect to any Letter of Credit, the
   Lender which agrees or is otherwise obligated to issue such Letter of
   Credit, determined as provided in subsection 3.1B(ii).

        "JOINT VENTURE" means a joint venture, partnership or other similar
   arrangement, whether in corporate, partnership or other legal form;
   provided that in no event shall any corporate Subsidiary of any Person be
   considered to be a Joint Venture to which such Person is a party.

        "LENDER" and "LENDERS" means the persons identified as "Lenders" and
   listed on the signature pages of this Agreement, together with their
   successors and permitted assigns pursuant to subsection 10.1, and the term
   "Lenders" shall include Swing Line Lender unless the context otherwise
   requires provided that the term "Lenders", when used in the context of a
   particular Commitment, shall mean Lenders having that Commitment.  To the
   extent the context so requires, the terms "LENDER" and "LENDERS" shall
   include "Lenders" under, and as defined in, the Existing Credit Agreement.

        "LENDER DEFAULT"  shall mean (i) the refusal (which has not been
   retracted) of a Lender to make available its portion of any Loans
   (including any Revolving Loans made to pay Refunded Swing Line Loans or to
   reimburse drawings under Letters of Credit) in accordance with subsection
   2.1A(iii) or its portion of any unreimbursed drawing or payment under a
   Letter of Credit in accordance with subsection 3.3C or (ii) a Lender having
   notified Company and/or Chase Co-Administrative Agent in writing that it
   does not intend to comply with its obligations under subsection 2.1 or
   subsections 3.1C, 3.3B or 3.3C, in any such case as a result of any
   takeover of such Lender by any regulatory authority or agency.
<PAGE>

        "LENDING OFFICE" means, as to any Lender, the office or offices of
   such Lender specified as its "Lending Office" on Schedule 2.1, or such
   other office or offices as such Lender may from time to time notify Company
   and Chase Co-Administrative Agent.

        "LETTER OF CREDIT" or "LETTERS OF CREDIT" means Commercial Letters of
   Credit and Standby Letters of Credit issued or to be issued by Issuing
   Lenders for the account of Company pursuant to subsection 3.1.

        "LETTER OF CREDIT USAGE" means, as at any date of determination, the
   sum of (i) the maximum aggregate amount which is or at any time thereafter
   may become available for drawing under all Letters of Credit then
   outstanding plus (ii) the aggregate amount of all drawings under Letters of
   Credit honored by Issuing Lenders and not theretofore reimbursed by Company
   (including any such reimbursement out of the proceeds of Revolving Loans
   pursuant to subsection 3.3B).

        "LEVERAGE RATIO" means, as of any date of determination, the ratio of
   Consolidated Total Debt, as of the date of determination, to Consolidated
   EBITDA, for the 12 consecutive months ending on the last day of such month,
   in each case, calculated for Company and its Subsidiaries on a consolidated
   basis in accordance with GAAP.

        "LIEN" means any lien, mortgage, pledge, assignment, security
   interest, fixed or floating charge or encumbrance of any kind (including
   any conditional sale or other title retention agreement, any lease in the
   nature thereof, and any agreement to give any security interest) and any
   option, trust or other preferential arrangement having the practical effect
   of any of the foregoing.

        "LIMITED PARTNERSHIP SECURITY AGREEMENT" means the Limited Partnership
   Security Agreement entered into by and among Company, certain Subsidiary
   Guarantors and Collateral Agent dated as of the Closing Date, substantially
   in the form of Exhibit IX-B annexed hereto, as such Limited Partnership
   Security Agreement may heretofore have been or hereafter may be amended,
   restated, supplemented or otherwise modified from time to time.

        "LOAN" or "LOANS" means, as the context requires, one or more of the
   Tranche A Term Loans, Tranche B Term Loans, Revolving Loans and Swing Line
   Loans or any combination thereof.

        "LOAN DOCUMENTS" means this Agreement, the Notes, the Letters of
   Credit (and any applications for, or reimbursement agreements or other
   documents or certificates executed by Company in favor of an Issuing Lender
   relating to, the Letters of Credit), the Guaranty, the Collateral Documents
   and the Acknowledgement and Consent.

        "LOAN PARTIES" means Company and each Subsidiary Guarantor.

        "MANAGEMENT FEES" means the fees payable by Company pursuant to the
   MDC Advisory Services Agreement and the HBR Services Agreement.

        "MARGIN STOCK" has the meaning assigned to that term in Regulation U
   of the Board of Governors of the Federal Reserve System as in effect from
   time to time.

        "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect upon the
   business, operations, properties, assets, condition (financial or
   otherwise) or prospects of Company and its Subsidiaries, taken as a whole,
   (ii) the material impairment of the ability of any Loan Party to perform
   the Obligations and (iii) a material adverse effect upon the legality,
   validity, binding effect or enforceability against a Loan Party of a Loan
   Document to which it is a party; provided that Company's consummation of
<PAGE>

   the Acquisition in accordance with the terms of the Acquisition Agreement
   shall not be deemed to have a Material Adverse Effect for purposes of
   subsection 5.4.

        "MDC ADVISORY SERVICES AGREEMENT" means that certain Advisory Services
   Agreement dated as of September 21, 1995, by and between Company and MDC
   Management Company III, L.P., as in effect on the Closing Date and as such
   agreement may heretofore have been or hereafter may be amended, restated,
   supplemented or otherwise modified from time to time thereafter to the
   extent permitted under subsection 7.12A.

        "MDC ENTITIES" means McCown De Leeuw & Co. III, L.P., a California
   limited partnership, McCown De Leeuw & Co. Offshore (Europe) III, L.P., a
   Bermuda limited partnership, McCown De Leeuw & Co. III (Asia), L.P., a
   Bermuda limited partnership and Gamma Fund LLC, a California limited
   liability company.

        "MERGER" means the merger of Acquisition Sub with and into Payco in
   accordance with the terms of the Acquisition Agreement, the Articles of
   Merger and the Certificate of Merger, with Payco being the surviving
   corporation in such merger.

        "MORTGAGE" means any mortgage or legal charge granted by Company or
   any of its Subsidiaries in any interest in real property to secure the
   Obligations, as such mortgage may be amended, restated, supplemented or
   otherwise modified from time to time.

        "MULTIEMPLOYER PLAN" means a "multiemployer plan", as defined in Sec-
   tion 4001(a)(3) of ERISA which is subject to Title IV of ERISA, to which
   Company or any of its ERISA Affiliates is contributing or to which Company
   or any of its ERISA Affiliates has an obligation to contribute.

        "NET CASH PROCEEDS" means, with respect to any Asset Sale, Cash
   Proceeds of such Asset Sale net of bona fide direct costs of sale
   including, without limitation, (i) income taxes reasonably estimated to be
   actually payable as a result of such Asset Sale within one year of the date
   of receipt of such Cash Proceeds, (ii) transfer, sales, use and other taxes
   payable in connection with such Asset Sale, (iii) payment of the
   outstanding principal amount of, premium or penalty, if any, and interest
   on any Indebtedness (other than the Loans) that is secured by a Lien on the
   stock or assets in question and that is required to be repaid under the
   terms thereof as a result of such Asset Sale, and (iv) broker's commissions
   and reasonable fees and expenses of counsel in connection with such Asset
   Sale.

        "NEW LENDER" means any Lender which is a party to this Agreement on
   the Effective Date which is not an Existing Lender.

        "NON-DEFAULTING LENDER" means and includes each Lender other than a
   Defaulting Lender.

        "NOTES" means one or more of the Term Notes, Revolving Notes or Swing
   Line Note or any combination thereof.

        "NOTICE OF BORROWING" means (i) with respect to an Existing Loan, the
   Notice of Borrowing under the Existing Credit Agreement delivered by
   Company with respect to such Existing Loan and (ii) with respect to Loans
   to be made under subsection 2.1A(ii), 2.1A(iii) or 2.1A(iv), a notice
   substantially in the form of Exhibit I annexed hereto delivered by Company
   to Chase Co-Administrative Agent pursuant to subsection 2.1B with respect
   to a proposed borrowing.

        "NOTICE OF CONVERSION/CONTINUATION" means a notice substantially in
<PAGE>

   the form of Exhibit II annexed hereto delivered by Company to Chase Co-
   Administrative Agent pursuant to subsection 2.2D with respect to a proposed
   conversion or continuation of the applicable basis for determining the
   interest rate with respect to the Loans specified therein.

        "NOTICE OF ISSUANCE OF LETTER OF CREDIT" means a notice in the form of
   Exhibit III annexed hereto delivered by Company to Chase Co-Administrative
   Agent pursuant to subsection 3.1B(i) with respect to the proposed issuance
   of a Letter of Credit.

        "NSA" has the meaning assigned to that term in the Recitals to this
   Agreement.

        "NSA ACQUIRED ASSETS" has the meaning assigned to that term in the
   Recitals to this Agreement.

        "NSA ACQUISITION" means the transactions contemplated by the NSA
   Acquisition Agreement.

        "NSA ACQUISITION AGREEMENT" means the Asset Purchase Agreement by and
   among Company, NSA, NSA Acquisition Company, certain Subsidiaries of NSA,
   certain stockholders of NSA and other parties indicated on the signature
   pages thereof, in the form delivered to Arranging Agents on or prior to the
   Funding Date for the NSA Acquisition Loans and as such agreement may be
   amended, restated, supplemented or otherwise modified from time to time to
   the extent permitted under subsection 7.12A.

        "NSA ACQUISITION LOANS" means Additional Tranche B Term Loans in an
   aggregate principal amount of up to $22,000,000 to be made to Company on or
   after the conditions precedent set forth in subsection 4.3 hereof shall
   have been satisfied or waived in accordance with the terms hereof.

        "OBLIGATIONS" means all obligations of every nature of each Loan Party
   from time to time owed to Agents, Lenders or any of them under the Loan
   Documents, whether for principal, interest, reimbursement of amounts drawn
   under Letters of Credit or  payments for early termination of Interest Rate
   Agreements, fees, expenses, indemnification or otherwise.

        "OFFICER'S CERTIFICATE" means, as applied to any corporation, a
   certificate executed on behalf of such corporation by its chairman of the
   board (if an officer), its president, its chief financial officer or a vice
   president; provided that every Officer's Certificate with respect to the
   compliance with a condition precedent to the making of any Loans hereunder
   shall include  (i) a statement that the officer making or giving such
   Officer's Certificate has read such condition and any definitions or other
   provisions contained in this Agreement relating thereto, (ii) a statement
   that, in the opinion of the signer he or she has made or has caused to be
   made such examination or investigation as is necessary to enable him or her
   to express an informed opinion as to whether or not such condition has been
   complied with, and (iii) a statement as to whether, in the opinion of the
   signer, such condition has been complied with.

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

        "PARTNERSHIP LOAN PARTY" means any Loan Party which is a limited
   partnership.

        "PAYCO" has the meaning assigned to that term in the Recitals to this
   Agreement.
<PAGE>

        "PBGC" means the Pension Benefit Guaranty Corporation established
   pursuant to Section 4002 of ERISA (or any successor thereto).

        "PENSION PLAN" means any Employee Benefit Plan, other than a
   Multiemployer Plan, which is subject to Title IV of ERISA.

        "PERMITTED ACQUISITION" means an acquisition of assets or a business
   (other than receivables portfolios) effected in accordance with the
   provisions of subsection 7.7(v).

        "PERMITTED ENCUMBRANCES" means the following types of Liens:

                  (i)  Liens for taxes, assessments or governmental charges or
        claims the payment of which is not, at the time, required by
        subsection 6.3;

                  (ii) statutory Liens of landlords, statutory Liens of
        carriers, warehousemen, mechanics and materialmen and other Liens
        imposed by law (other than any such Lien imposed pursuant to Section
        401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA)
        incurred in the ordinary course of business for sums not yet
        delinquent or being contested in good faith, if such reserve or other
        appropriate provision, if any, as shall be required by GAAP shall have
        been made therefor;

                  (iii)     Liens incurred or deposits made in the ordinary
        course of business in connection with workers' compensation,
        unemployment insurance and other types of social security, or to
        secure the performance of tenders, statutory obligations, surety and
        appeal bonds, bids, leases, government contracts, trade contracts,
        performance and return-of-money bonds and other similar obligations
        (exclusive of obligations for the payment of borrowed money);

                  (iv) any attachment or judgment Lien not constituting an
        Event of Default under subsection 8.8;

                  (v)  leases or subleases granted to others not interfering
        in any material respect with the ordinary conduct of the business of
        Company or any of its Subsidiaries;

                  (vi) easements, rights-of-way, restrictions, minor defects,
        encroachments or irregularities in title and other similar charges or
        encumbrances not interfering in any material respect with the ordinary
        conduct of the business of Company or any of its Subsidiaries;

                  (vii)     any (a) interest or title of a lessor or sublessor
        under any Capital Lease permitted by subsection 7.1(iii) or any
        operating lease not prohibited by this Agreement, (b) restriction or
        encumbrance that the interest or title of such lessor or sublessor may
        be subject to, or (c) subordination of the interest of the lessee or
        sublessee under such lease to any restriction or encumbrance referred
        to in the preceding clause (b);

                  (viii)    Liens arising from filing UCC financing statements
        relating solely to leases permitted by this Agreement;

                  (ix) Liens in favor of customs and revenue authorities
        arising as a matter of law to secure payment of customs duties in
        connection with the importation of goods;

                  (x)  deposits in the ordinary course of business to secure
        liabilities to insurance carriers, lessors, utilities and other
        service providers; and
<PAGE>

                  (xi) bankers liens and rights of setoff with respect to
        customary depository arrangements entered into in the ordinary course
        of business.

        "PERMITTED JOINT VENTURE" means a Subsidiary engaged in substantially
   the same line of business as Company and its Subsidiaries on the date
   hereof in which (i) at least 51% of the outstanding equity interests are
   owned by Company or a Wholly Owned Subsidiary of Company, (ii) any equity
   interests (other than Regulatory Shares) not owned by Company or a Wholly
   Owned Subsidiary of Company are beneficially owned by non-Affiliates of
   Company and (iii) Company or a Wholly Owned Subsidiary, as a general
   partner or otherwise, controls the management, operations and policies.

        "PERMITTED PORTFOLIO ACQUISITION" means an acquisition of a
   receivables portfolio effected in accordance with the provisions of
   subsection 7.7(v).

        "PERMITTED SELLER NOTE" means a promissory note substantially in the
   form of Exhibit XIV annexed hereto representing any Indebtedness of Company
   incurred in connection with any Permitted Acquisition payable to the seller
   in connection therewith, as such note may be amended, restated,
   supplemented or otherwise modified from time to time to the extent
   permitted under subsection 7.12B; provided that no Permitted Seller Note
   shall (i) be guarantied by any Subsidiary of Company or secured by any
   property of Company or any of its Subsidiaries or (ii) bear cash interest
   at a rate in excess of 12% per annum; and provided further, that no
   Permitted Seller Note issued after the first Anniversary shall provide for
   any prepayment or repayment of all or any portion of the principal thereof
   prior to the date of the final scheduled installment of principal of any of
   the Loans.

        "PERSON" means and includes natural persons, corporations, limited
   partnerships, general partnerships, joint stock companies, Joint Ventures,
   associations, companies, trusts, banks, trust companies, land trusts,
   business trusts or other organizations, whether or not legal entities, and
   governments and agencies and political subdivisions thereof.

        "PLEDGE AGREEMENT" means that certain Pledge Agreement by and among
   Company, the Subsidiary Guarantors and Collateral Agent dated as of the
   Closing Date and substantially in the form of Exhibit VIII annexed hereto,
   as such Pledge Agreement may heretofore have been or hereafter may be
   amended, restated, supplemented or otherwise modified from time to time.

        "PORTFOLIO PURCHASE BUSINESS" means assets or operations generating
   revenues from collections on acquired or purchased portfolios of loans,
   accounts, chattel paper, general intangibles or instruments.

        "POTENTIAL EVENT OF DEFAULT" means a condition or event that, after
   notice or after any applicable grace period has lapsed, or both, would
   constitute an Event of Default.

        "PRICING REDUCTION" means, at any time after the Closing Date, a
   pricing reduction determined by reference to the correlative Leverage Ratio
   set forth below:



                         LEVERAGE RATIO                      PRICING
                                                            REDUCTION

         Greater than or equal to 2.25:1.0, but less          .25%
         than 2.75:1.0 
<PAGE>


         Less than 2.25:1.0                                   .50%

   The Pricing Reduction shall be determined by reference to the Leverage
   Ratio set forth in the most recent financial statements delivered by
   Company pursuant to clause (ii) or (iii) of subsection 6.1 (accompanied by
   a Compliance Certificate delivered by Company pursuant to clause (iv) of
   subsection 6.1) commencing with the delivery of audited financial
   statements pursuant to subsection 6.1(iii) with respect to the Fiscal Year
   ending December 31, 1996; provided, however, that for purposes of
   determining the Leverage Ratio for any four-Fiscal Quarter period including
   the Closing Date, Consolidated EBITDA shall be calculated on a pro forma
   basis assuming that the Closing Date, the related borrowings by Company
   pursuant to this Agreement and the Subordinated Notes, and the Acquisition
   occurred on the first day of the applicable four-Fiscal Quarter period, all
   such calculations to be in form and substance reasonably satisfactory to
   Co-Administrative Agents.  The Pricing Reduction shall be effective on the
   day following delivery of the relevant Compliance Certificate to Chase Co-
   Administrative Agent and shall remain in effect through the next scheduled
   date for delivery of a Compliance Certificate.  It is understood that the
   Pricing Reductions set forth in the table above are not cumulative. 
   Notwithstanding anything herein to the contrary, at any time an Event of
   Default shall have occurred and be continuing the Pricing Reduction shall
   be zero.

        "PRIME RATE" means the rate of interest per annum publicly announced
   from time to time by Chase as its prime commercial lending rate in effect
   at its principal office in New York City.  The Prime Rate is a reference
   rate and does not necessarily represent the lowest or best rate actually
   charged to any customer.  Chase or any other Lender may make commercial
   loans or other loans at rates of interest at, above or below the Prime
   Rate.

        "PROJECTIONS" has the meaning assigned thereto in subsection 5.3B.

        "PRO RATA SHARE" means (i) with respect to all payments, computations
   and other matters relating to the Tranche A Term Loan Commitment or the
   Tranche A Term Loan of any Lender, the percentage obtained by dividing
   (x) the Tranche A Term Loan Exposure of that Lender by (y) the aggregate
   Tranche A Term Loan Exposure of all Lenders; (ii) with respect to all
   payments, computations and other matters relating to the Tranche B Term
   Loan Commitment or the Tranche B Term Loan of any Lender, the percentage
   obtained by dividing (x) the Tranche B Term Loan Exposure of that Lender by
   (y) the aggregate Tranche B Term Loan Exposure of all Lenders; (iii) with
   respect to all payments, computations and other matters relating to the
   Revolving Loan Commitment or the Revolving Loans of any Lender or any
   Letters of Credit issued by any Lender or any participations purchased by
   any Lender therein or in any Swing Line Loans, the percentage obtained by
   dividing (x) the Revolving Loan Exposure of that Lender by (y) the
   aggregate Revolving Loan Exposure of all Lenders; and (iv) for all other
   purposes with respect to each Lender, the percentage obtained by dividing
   (x) the sum of the Tranche A Term Loan Exposure of that Lender plus the
   Tranche B Term Loan Exposure of that Lender plus the Revolving Loan
   Exposure of that Lender by (y) the sum of the aggregate Tranche A Term Loan
   Exposure of all Lenders plus the aggregate Tranche B Term Loan Exposure of
   all Lenders plus the aggregate Revolving Loan Exposure of all Lenders; in
   any such case as the applicable percentage may be adjusted by assignments
   permitted pursuant to subsection 10.1.  The initial Pro Rata Share of each
   Lender for purposes of each of clauses (i), (ii), (iii), and (iv) of the
   preceding sentence is set forth opposite the name of that Lender in
   Schedule 2.1 annexed hereto.

        "QUALIFIED LOAN PORTFOLIO" means a portfolio of loans, accounts,
<PAGE>

   chattel paper, general intangibles or instruments acquired or purchased by
   Company or one of its Subsidiaries from any Person, where (i) the portfolio
   is free and clear of all Liens, except Liens in favor of Collateral Agent
   for the benefit of Agents and Lenders under this Agreement; (ii) no
   participation or other interest in the portfolio or the collections from
   the portfolio exists in favor of any other Person other than a
   participation or other interest which does not exceed 50% of the portfolio
   or collections from the portfolio and which is on terms approved in advance
   by Co-Administrative Agents and Requisite Lenders; and (iii) the portfolio
   consists of loans, accounts, chattel paper, general intangibles or
   instruments similar in type, characteristics and quality to those owned or
   previously owned by Company and its Subsidiaries.  Notwithstanding the
   foregoing, a Qualified Loan Portfolio may be subject to participations,
   interests and/or Liens granted to Goldman, Sachs & Co. pursuant to
   arrangements in effect as of the Effective Date or substantially similar
   thereto.

        "REFUNDED SWING LINE LOANS" has the meaning assigned to that term in
   subsection 2.1A(iv).

        "REGISTER" has the meaning assigned to that term in subsection 2.1D.

        "REGULATION D" means Regulation D of the Board of Governors of the
   Federal Reserve System, as in effect from time to time.

        "REGULATORY SHARES" means, with respect to any Person, shares of such
   Person required to be issued as qualifying shares to directors or persons
   similarly situated or shares issued to Persons other than Company or a
   Wholly Owned Subsidiary of Company in response to regulatory requirements
   of foreign jurisdictions pursuant to a resolution of the Board of Directors
   of such Person, so long as such shares do not exceed one percent of the
   total outstanding shares of equity such Person and any owners of such
   shares irrevocably covenant with Company to remit to Company or waive any
   dividends or distributions paid or payable in respect of such shares.

        "REIMBURSEMENT DATE" has the meaning assigned to that term in
   subsection 3.3B.

        "RELATED AGREEMENTS" means the Subordinated Notes, the Subordinated
   Note Indenture, the other Subordinated Note Documents, the Acquisition
   Agreement, the Articles of Merger, the Certificate of Merger and, upon the
   execution thereof, the NSA Acquisition Agreement and the Accelerated
   Acquisition Agreement.

        "RELEASE" means any release, spill, emission, leaking, pumping,
   pouring, injection, escaping, deposit, disposal, discharge, dispersal,
   dumping, leaching or migration of Hazardous Materials into the indoor or
   outdoor environment (including, without limitation, the abandonment or
   disposal of any barrels, containers or other closed receptacles containing
   any Hazardous Materials), or into or out of any Facility, including the
   movement of any Hazardous Material through the air, soil, surface water,
   groundwater or property.

        "REQUISITE LENDERS" means Non-Defaulting Lenders having or holding not
   less than 51% of the sum of the aggregate Tranche A Term Loan Exposure of
   all Non-Defaulting Lenders plus the aggregate Tranche B Term Loan Exposure
   of all Non-Defaulting Lenders plus the aggregate Revolving Loan Exposure of
   all Non-Defaulting Lenders.

        "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
   distribution, direct or indirect, on account of any shares of any class of
   stock of Company now or hereafter outstanding, except a dividend payable
   solely in shares of that class of stock to the holders of that class,
<PAGE>

   (ii) any redemption, retirement, sinking fund or similar payment, purchase
   or other acquisition for value, direct or indirect, of any shares of any
   class of stock of Company now or hereafter outstanding, (iii) any payment
   made to retire, or to obtain the surrender of, any outstanding warrants,
   options or other rights to acquire shares of any class of stock of Company
   now or hereafter outstanding, and (iv) any payment or prepayment of
   principal of, premium, if any, or interest on, or redemption, purchase,
   retirement, defeasance (including in-substance or legal defeasance),
   sinking fund or similar payment with respect to, any Subordinated
   Indebtedness.

        "REVOLVING LOAN COMMITMENT" means the commitment of a Lender to make
   Revolving Loans to Company pursuant to subsection 2.1A(iii) and "REVOLVING
   LOAN COMMITMENTS" means such commitments of all Lenders in the aggregate.

        "REVOLVING LOAN COMMITMENT TERMINATION DATE" means October 15, 2001.

        "REVOLVING LOAN EXPOSURE" means, with respect to any Lender as of any
   date of determination (i) prior to the termination of the Revolving Loan
   Commitments, that Lender's Revolving Loan Commitment and (ii) after the
   termination of the Revolving Loan Commitments, the sum of (a) the aggregate
   outstanding principal amount of the Revolving Loans of that Lender plus
   (b) in the event that Lender is an Issuing Lender, the aggregate Letter of
   Credit Usage in respect of all Letters of Credit issued by that Lender (net
   of any participations purchased by other Lenders in such Letters of Credit)
   plus (c) the aggregate amount of all participations purchased by that
   Lender in any outstanding Letters of Credit or any unreimbursed drawings
   under any Letters of Credit plus (d) the aggregate amount of all
   participations purchased by that Lender in any outstanding Swing Line Loans
   plus (e) in the case of Swing Line Lender, the sum of the aggregate
   outstanding principal amount of all Swing Line Loans (in each case net of
   any participations therein purchased by other Lenders).

        "REVOLVING LOANS" means (i) the Loans made by Lenders to Company
   pursuant to subsection 2.1A(iii) of the Existing Credit Agreement and
   outstanding after the Effective Date and (ii) the Loans made by Lenders to
   Company pursuant to subsection 2.1A(iii) of this Agreement.

        "REVOLVING NOTES" means (i) the promissory notes of Company issued
   pursuant to the Existing Credit Agreement and (ii) any promissory notes
   issued by Company pursuant to the last sentence of subsection 10.1B(i) in
   connection with assignments of the Revolving Loan Commitment and Revolving
   Loans of any Lender, in each case substantially in the form of Exhibit V
   annexed hereto, as they may be amended, restated, supplemented or otherwise
   modified from time to time.

        "SECURITIES" means any stock, shares, partnership interests, voting
   trust certificates, certificates of interest or participation in any
   profit-sharing agreement or arrangement, options, warrants, bonds,
   debentures, notes, or other evidences of indebtedness, secured or
   unsecured, convertible, subordinated or otherwise, or in general any
   instruments commonly known as "securities" or any certificates of interest,
   shares or participations in temporary or interim certificates for the
   purchase or acquisition of, or any right to subscribe to, purchase or
   acquire, any of the foregoing.

        "SECURITIES ACT" means the Securities Act of 1933, as amended from
   time to time, and any successor statute.

        "SECURITY AGREEMENT" means the Security Agreement entered into by and
   among Company, the Subsidiary Guarantors and Collateral Agent dated as of
   the Closing Date and substantially in the form of Exhibit IX annexed
   hereto, as such Security Agreement may heretofore have been or hereafter
<PAGE>

   may be amended, restated, supplemented or otherwise modified from time to
   time.

        "SOLVENT" means, with respect to any Person, that as of the date of
   determination both (i) (a) the then fair saleable value of the property of
   such Person is (y) greater than the total amount of liabilities (including
   contingent liabilities) of such Person and (z) not less than the amount
   that will be required to pay the probable liabilities on such Person's then
   existing debts as they become absolute and matured considering all
   financing alternatives and potential asset sales reasonably available to
   such Person; (b) such Person's capital is not unreasonably small in
   relation to its business or any contemplated or undertaken transaction; and
   (c) such Person does not intend to incur, or believe (nor should it
   reasonably believe) that it will incur, debts beyond its ability to pay
   such debts as they become due; and (ii) such Person is "solvent" within the
   meaning given that term and similar terms under applicable laws relating to
   fraudulent transfers and conveyances.  For purposes of this definition, the
   amount of any contingent liability at any time shall be computed as the
   amount that, in light of all of the facts and circumstances existing at
   such time, represents the amount that can reasonably be expected to become
   an actual or matured liability.

        "STANDBY LETTER OF CREDIT" means any standby letter of credit or
   similar instrument issued for the purpose of supporting (i) workers'
   compensation liabilities of Company or any of its Subsidiaries, (ii) the
   obligations of third party insurers of Company or any of its Subsidiaries
   arising by virtue of the laws of any jurisdiction requiring third party
   insurers, (iii) performance, payment, deposit or surety obligations of
   Company or any of its Subsidiaries, in any case if required by law or
   governmental rule or regulation or in accordance with custom and practice
   in the industry, and (iv) such other obligations of Company and its
   Subsidiaries as may be reasonably acceptable to Co-Administrative Agents;
   provided that Standby Letters of Credit may not be issued for the purpose
   of supporting (a) trade payables or (b) Indebtedness constituting
   "antecedent debt" (as that term is used in Section 547 of the Bankruptcy
   Code).

        "STOCKHOLDERS AGREEMENT" means that certain Amended and Restated
   Stockholders Agreement dated as of February 16, 1996, by and among Company
   and various stockholders of Company, as in effect on the Closing Date and
   as such agreement may heretofore have been or hereafter may be amended,
   restated, supplemented or otherwise modified from time to time thereafter
   to the extent permitted under subsection 7.12A.

        "SUBORDINATED INDEBTEDNESS" means (i) the Indebtedness of Company evi-
   denced by the Subordinated Notes, (ii) the Indebtedness of Company evi-
   denced by the Existing Seller Note and any Permitted Seller Notes and (iii)
   any other Indebtedness of Company or any of its Subsidiaries subordinated
   in right of payment to the Obligations pursuant to documentation containing
   maturities, amortization schedules, covenants, defaults, remedies,
   subordination provisions and other material terms in form and substance
   satisfactory to Co-Administrative Agents and Requisite Lenders.

        "SUBORDINATED NOTE DOCUMENTS" means the Subordinated Notes, the
   Subordinated Note Indenture, the Subordinated Note Guaranty and each other
   document executed in connection with the Subordinated Notes, as each such
   document may heretofore have been or hereafter may be amended, restated,
   supplemented or otherwise modified from time to time to the extent
   permitted by subsection 7.12B.

        "SUBORDINATED NOTE GUARANTY" means the guaranty of the Subordinated
   Notes executed by certain Subsidiaries of Company and contained in the
   Subordinated Note Indenture, as such guaranty may heretofore have been or
<PAGE>

   hereafter may be amended, restated, supplemented or otherwise modified from
   time to time (including by any supplemental indenture thereto executed by
   any Subsidiary of Company after the Closing Date) to the extent permitted
   under subsection 7.12B.

        "SUBORDINATED NOTE INDENTURE" means the indenture pursuant to which
   the Subordinated Notes are issued, as in effect on the Closing Date and as
   such indenture may heretofore have been or hereafter may be amended,
   restated, supplemented or otherwise modified from time to time to the
   extent permitted under subsection 7.12B.

        "SUBORDINATED NOTES" means the $100,000,000 in aggregate principal
   amount of 11% Senior Subordinated Notes due 2006 of Company issued pursuant
   to the Subordinated Note Indenture.

        "SUBSIDIARY" means, with respect to any Person, any corporation,
   partnership, association, joint venture or other business entity of which
   more than 50% of the total voting power of shares of stock or other
   ownership interests entitled (without regard to the occurrence of any
   contingency) to vote in the election of the Person or Persons (whether
   directors, managers, trustees or other Persons performing similar
   functions) having the power to direct or cause the direction of the
   management and policies thereof is at the time owned or controlled,
   directly or indirectly, by that Person or one or more of the other
   Subsidiaries of that Person or a combination thereof.

        "SUBSIDIARY GUARANTOR" means any Wholly Owned Subsidiary of Company
   that is a party to the Subsidiary Guaranty on the Effective Date or at any
   time thereafter pursuant to subsection 6.9.

        "SUBSIDIARY GUARANTY" means the Subsidiary Guaranty, substantially in
   the form of Exhibit VII annexed hereto, dated as of the Closing Date and
   delivered by the existing Subsidiary Guarantors on the Effective Date and
   any additional Subsidiary Guarantor from time to time thereafter pursuant
   to subsection 6.9, as such Subsidiary Guaranty may heretofore have been or
   hereafter may be amended, restated, supplemented or otherwise modified from
   time to time.

        "SUNTRUST" means SunTrust Bank, Atlanta and its successors and
   assigns, including, without limitation, its successors by merger.

        "SWING LINE LENDER" means Chase, or any Person serving as a successor
   Chase Co-Administrative Agent hereunder, in its capacity as Swing Line
   Lender hereunder.

        "SWING LINE LOAN COMMITMENT" means the commitment of Swing Line Lender
   to make Swing Line Loans to Company pursuant to subsection 2.1A(iv).

        "SWING LINE LOANS" means the Loans made by Swing Line Lender pursuant
   to subsection 2.1A(iv).

        "SWING LINE NOTE" means (i) the promissory note of Company issued
   pursuant to the Existing Credit Agreement and (ii) any promissory note
   issued by Company to any successor Chase Co-Administrative Agent and Swing
   Line Lender pursuant to the last sentence of subsection 9.5B, in each case
   substantially in the form of Exhibit VI annexed hereto, as it may be
   amended, restated, supplemented or otherwise modified from time to time.

        "TAX" or "TAXES" means any present or future tax, levy, impost, duty,
   charge, fee, deduction or withholding of any nature and whatever called, by
   whomsoever, on whomsoever and wherever imposed, levied, collected, withheld
   or assessed; provided that "TAX ON THE OVERALL NET INCOME" of a Person
   shall be construed as a reference to a tax imposed by the jurisdiction in
<PAGE>

   which that Person's principal office (and/or, in the case of a Lender, its
   relevant Lending Office) is located or in which that Person is deemed to be
   doing business on all or part of the net income, profits or gains of that
   Person (whether worldwide, or only insofar as such income, profits or gains
   are considered to arise in or to relate to a particular jurisdiction, or
   otherwise).

        "TERM LOANS" means, collectively, the Tranche A Term Loans and the
   Tranche B Term Loans.

        "TOTAL UTILIZATION OF REVOLVING LOAN COMMITMENTS" means, as at any
   date of determination, the sum of (i) the aggregate principal amount of all
   outstanding Revolving Loans (other than Revolving Loans made for the
   purpose of repaying any Refunded Swing Line Loans or reimbursing the
   applicable Issuing Lender for any amount drawn under any Letter of Credit
   but not yet so applied) plus (ii) the aggregate principal amount of all
   outstanding Swing Line Loans plus (iii) the Letter of Credit Usage.

        "TRADEMARK SECURITY AGREEMENT" means the Trademark Security Agreement
   entered into by and among Company, the Subsidiary Guarantors and Collateral
   Agent dated as of the Closing Date, substantially in the form of
   Exhibit IX-C annexed hereto, as such Trademark Security Agreement may
   heretofore have been or hereafter may be amended, restated, supplemented or
   otherwise modified from time to time.

        "TRANCHE A TERM LOAN COMMITMENT" means the commitment of a Lender to
   make a Tranche A Term Loan to Company on the Closing Date pursuant to
   subsection 2.1A(i) of the Existing Credit Agreement, and "TRANCHE A TERM
   LOAN COMMITMENTS" means such commitments of all Lenders in the aggregate.

        "TRANCHE A TERM LOAN EXPOSURE" means, with respect to any Lender as of
   any date of determination, the outstanding principal amount of the Tranche
   A Term Loan of that Lender.

        "TRANCHE A TERM LOANS" means the Loans made on the Closing Date by
   Lenders to Company pursuant to subsection 2.1A(i) of the Existing Credit
   Agreement and maintained pursuant to subsection 2.1A(i) of this Agreement.

        "TRANCHE A TERM NOTES" means (i) the promissory notes of Company
   issued pursuant to the Existing Credit Agreement and (ii) any promissory
   notes issued by Company pursuant to the last sentence of subsection
   10.1B(i) in connection with assignments of the Tranche A Term Loans of any
   Lenders, in each case substantially in the form of Exhibit IV-A annexed
   hereto, as they may be amended, restated, supplemented or otherwise
   modified from time to time.

        "TRANCHE B TERM LOAN COMMITMENT" means the commitment of a Lender to
   make a Tranche B Term Loan to Company on the Closing Date pursuant to
   subsection 2.1A(ii) of the Existing Credit Agreement and the commitment of
   a Lender to make Additional Tranche B Term Loans to Company pursuant to
   subsection 2.1A(ii) of this Agreement, and "TRANCHE B TERM LOAN COMMITMEN-
   TS" means such commitments of all Lenders in the aggregate.

        "TRANCHE B TERM LOAN EXPOSURE" means, with respect to any Lender as of
   any date of determination (i) prior to any funding of the Additional
   Tranche B Term Loans, the outstanding principal amount of the Existing
   Tranche B Term Loan of that Lender, (ii) after the initial funding of
   Acquisition Loans but before November 10, 1997 or (if earlier) the date
   (such date being the "TRANCHE B TERM LOAN COMMITMENT TERMINATION DATE") on
   which the remaining Acquisition Loans are made, the outstanding principal
   amount of the Tranche B Term Loan of that Lender plus that Lender's
   unfunded Tranche B Term Loan Commitment, and (iii) after the Tranche B Term
   Loan Commitment Termination Date, the outstanding principal amount of the
<PAGE>

   Tranche B Term Loan of that Lender.

        "TRANCHE B TERM LOANS" means (i) the Existing Tranche B Term Loans and
   (ii) the Additional Tranche B Term Loans.

        "TRANCHE B TERM NOTES" means (i) the promissory notes of Company
   issued pursuant to the Existing Credit Agreement, in each case as amended
   on the Effective Date by the Tranche B Term Note Allonges, (ii) the
   promissory notes of Company issued pursuant to subsection 2.1E(ii) on the
   Effective Date, and (iii) any promissory notes issued by Company pursuant
   to the last sentence of subsection 10.1B(i) in connection with assignments
   of the Tranche B Term Loans of any Lenders, in each case substantially in
   the form of Exhibit IV-B annexed hereto, as they may be amended, restated,
   supplemented or otherwise modified from time to time.

        "TRANCHE B TERM NOTE ALLONGE" means the Allonges issued pursuant to
   subsection 2.1E on the Effective Date, in each case substantially in the
   form of Exhibit IV-C annexed hereto, as they may be amended, restated,
   supplemented or otherwise modified from time to time.

        "TRANSACTION COSTS" means the fees, costs and expenses payable by
   Company and its Subsidiaries on or before the applicable Funding Dates for
   the Accelerated Acquisition Loans and the NSA Acquisition Loans in
   connection with the transactions contemplated hereby to occur on such
   Funding Dates.

        "UNFUNDED CURRENT LIABILITY" means, with respect to any Pension Plan,
   the amount, if any, by which the actuarial present value of the accumulated
   plan benefits under such Pension Plan as of the close of its most recent
   plan year exceeds the fair market value of the assets allocable thereto,
   each determined in accordance with Statement of Financial Accounting
   Standards No. 35, based upon the actuarial assumptions used by such Pension
   Plan's actuary in the most recent annual valuation of such Pension Plan.

        "WHOLLY OWNED SUBSIDIARY" means, with respect to any Person, a
   Subsidiary of such Person all of the outstanding capital stock or other
   ownership interests of which (other than Regulatory Shares) shall at the
   time be owned by such Person or by one or more Wholly Owned Subsidiaries of
   such Person or by such Person and one or more Wholly Owned Subsidiaries of
   such Person.

   1.2  ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF CALCULATIONS
        UNDER AGREEMENT.

        Except as otherwise expressly provided in this Agreement, all
   accounting terms not otherwise defined herein shall have the meanings
   assigned to them in conformity with GAAP.  Financial statements and other
   information required to be delivered by Company to Lenders pursuant to
   clauses (i), (ii), (iii) and (xiii) of subsection 6.1 shall be prepared in
   accordance with GAAP (except, with respect to interim financial statements,
   normal year-end audit adjustments and the absence of explanatory footnotes)
   as in effect at the time of such preparation (and delivered together with
   the reconciliation statements provided for in subsection 6.1(v)). 
   Calculations in connection with the definitions, covenants and other
   provisions of this Agreement shall utilize accounting principles and
   policies in conformity with those used to prepare the financial statements
   referred to in subsection 5.3A.

   1.3  OTHER DEFINITIONAL PROVISIONS.

        References to "Sections" and "subsections" shall be to Sections and
   subsections, respectively, of this Agreement unless otherwise specifically
   provided.  Any of the terms defined in subsection 1.1 may, unless the
<PAGE>

   context otherwise requires, be used in the singular or the plural,
   depending on the reference.  The words "includes", "including" and similar
   terms used in any Loan Document shall be construed as if followed by the
   words "without limitation".


                                    SECTION 2.
                    AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

   2.1  COMMITMENTS; LOANS.

        A.        COMMITMENTS.  Subject to the terms and conditions of this
   Agreement and in reliance upon the representations and warranties of Loan
   Parties set forth herein and in the other Loan Documents, each Lender
   hereby severally agrees to make (or maintain, as the case may be) the Loans
   described in subsections 2.1A(i), 2.1A(ii) and 2.1A(iii) and Swing Line
   Lender hereby agrees to make the Swing Line Loans as described in
   subsection 2.1A(iv).

                  (i)  Existing Loans.  Company acknowledges and confirms that
        each Existing Lender holds Existing Loans in the respective principal
        amounts outstanding as of the Effective Date set forth opposite its
        name on Schedule 2.1 annexed hereto.  Company hereby represents,
        warrants, agrees, covenants and (1) reaffirms that it has no (and it
        permanently and irrevocably waives and releases Agents and Lenders
        from any, to the extent arising on or prior to the Effective Date)
        defense, set off, claim or counterclaim against any Agent or Lender in
        regard to its Obligations in respect of such Existing Loans and (2)
        reaffirms its obligation to pay such Loans in accordance with the
        terms and conditions of this Agreement and the other Loan Documents. 
        Based on the foregoing, (A) Company and each Lender agree that (x) the
        Existing Tranche A Term Loans, (y) the Existing Tranche B Term Loans
        and (z) the Existing Revolving Loans, and any amounts owed (whether or
        not presently due and payable, and including all interest accrued to
        the Effective Date (which shall be payable on the next Interest
        Payment Date with respect to the Loans to which such interest
        relates)) by Company to Lenders thereunder or in respect thereof,
        shall, as of the Effective Date, be converted to, maintained as, and
        owed by Company under or in respect of Tranche A Term Loans, Tranche B
        Term Loans and Revolving Loans, respectively, hereunder.  Amounts
        repaid or prepaid in respect of Tranche A Term Loans and Tranche B
        Term Loans may not be reborrowed.  Amounts repaid or prepaid in
        respect of the foregoing Revolving Loans may be repaid and reborrowed
        to but excluding the Revolving Loan Commitment Termination Date.

                  (ii) Additional Tranche B Term Loans.   Each Lender
        severally agrees, subject to the limitations set forth below with
        respect to the maximum amount of Additional Tranche B Term Loans
        permitted to be borrowed hereunder, to lend to Company (a) on the
        Funding Date for the Accelerated Acquisition Loans, an amount not
        exceeding the product of (x) the aggregate amount of Accelerated
        Acquisition Loans to be made on such date multiplied by (y) the
        quotient obtained by dividing (1) the unfunded Tranche B Term Loan
        Commitment held by such Lender by (2) the aggregate unfunded Tranche B
        Term Loan Commitments on such date, to be used for the purposes
        identified in subsection 2.5A(i), and (b) on the Funding Date for the
        NSA Acquisition Loans, an amount not exceeding the product of (x) the
        aggregate amount of NSA Acquisition Loans to be made on such date
        multiplied by (y) the quotient obtained by dividing (1) the unfunded
        Tranche B Term Loan Commitment held on such date by such Lender by (2)
        the aggregate unfunded Tranche B Term Loan Commitments on such date,
        to be used for the purposes identified in subsection 2.5A(ii).  The
        amount of each Lender's unfunded Tranche B Term Loan Commitment is set
<PAGE>

        forth opposite its name on Schedule 2.1 annexed hereto and the
        aggregate amount of the unfunded Tranche B Term Loan Commitments is
        $55,000,000; provided that the unfunded Tranche B Term Loan Com-
        mitments of Lenders shall be adjusted to give effect to any
        assignments of the Tranche B Term Loan Commitments pursuant to
        subsection 10.1B; and provided further, that the amount of the
        unfunded Tranche B Term Loan Commitments shall be reduced from time to
        time by the amount of any reductions thereto made pursuant to subsec-
        tion 2.4B.  Each Lender's unfunded Tranche B Term Loan Commitment
        shall expire immediately and without further action on November 10,
        1997 if either the Accelerated Acquisition Loans or the NSA
        Acquisition Loans are not made on or before that date, and, upon and
        after the first Funding Date for any of the Acquisition Loans, each
        Lender's unfunded Tranche B Term Loan Commitment in respect of the
        remaining Acquisition Loans shall expire immediately and without
        further action on November 10, 1997, in the event such other
        Acquisition Loans are not made on or before that date.  Company may
        make only two borrowings on and after the Effective Date under the
        Tranche B Term Loan Commitments.  Amounts borrowed under this subsec-
        tion 2.1A(ii) and subsequently repaid or prepaid may not be reborro-
        wed.  Notwithstanding anything contained herein to the contrary, in no
        event shall the aggregate principal amount of Additional Tranche B
        Term Loans borrowed under this subsection 2.1A(ii) exceed $55,000,000.

                  (iii)     Revolving Loans.  Each Lender severally agrees,
        subject to the limitations set forth below with respect to the maximum
        amount of Revolving Loans permitted to be outstanding from time to
        time, to lend to Company from time to time during the period from the
        Effective Date to but excluding the Revolving Loan Commitment
        Termination Date an aggregate amount which shall not exceed its Pro
        Rata Share of the aggregate amount of the Revolving Loan Commitments,
        to be used for the purposes identified in subsection 2.5B.  The
        original amount of each Lender's Revolving Loan Commitment is set
        forth opposite its name on Schedule 2.1 annexed hereto and the
        aggregate original amount of the Revolving Loan Commitments is
        $58,000,000; provided that the Revolving Loan Commitments of Lenders
        shall be adjusted to give effect to any assignments of the Revolving
        Loan Commitments pursuant to subsection 10.1B; provided further that
        the amount of the Revolving Loan Commitments shall be reduced from
        time to time by the amount of any reductions thereto made pursuant to
        subsection 2.4B.  Each Lender's Revolving Loan Commitment shall expire
        on the Revolving Loan Commitment Termination Date and all Revolving
        Loans and all other amounts owed hereunder with respect to the
        Revolving Loans and the Revolving Loan Commitments shall be paid in
        full no later than that date.  Amounts borrowed under this subsec-
        tion 2.1A(iii) as Revolving Loans may be repaid and reborrowed to but
        excluding the Revolving Loan Commitment Termination Date.

                  Notwithstanding anything contained herein to the contrary,
        in no event shall the Total Utilization of Revolving Loan Commitments
        at any time exceed the Revolving Loan Commitments then in effect.

                  (iv) Swing Line Loans.  Swing Line Lender hereby agrees,
        subject to the limitations set forth below with respect to the maximum
        aggregate amount of all Swing Line Loans outstanding from time to
        time, to make a portion of the Revolving Loan Commitments available to
        Company from time to time during the period from the Effective Date to
        but excluding the Revolving Loan Commitment Termination Date by making
        Base Rate Loans as Swing Line Loans to Company in an aggregate amount
        not to exceed the amount of the Swing Line Loan Commitment, to be used
        for the purposes identified in subsection 2.5B, notwithstanding the
        fact that such Swing Line Loans, when aggregated with the sum of Swing
        Line Lender's outstanding Revolving Loans and Swing Line Lender's Pro
<PAGE>

        Rata Share of the Letter of Credit Usage then in effect, may exceed
        Swing Line Lender's Revolving Loan Commitment.  The original amount of
        the Swing Line Loan Commitment is $2,000,000; provided that the
        amounts of the Swing Line Loan Commitment are subject to reduction as
        provided in clause (b) of the next paragraph.  The Swing Line Loan
        Commitment shall expire on the Revolving Loan Commitment Termination
        Date and all Swing Line Loans and all other amounts owed hereunder
        with respect to the Swing Line Loans shall be paid in full no later
        than that date.  Amounts borrowed under this subsection 2.1A(iv) may
        be repaid and reborrowed to but excluding the Revolving Loan
        Commitment Termination Date.

                  Notwithstanding anything contained herein to the contrary,
        the Swing Line Loans, and the Swing Line Loan Commitment shall be
        subject to the following limitations in the amounts indicated:

                       (a)  in no event shall the Total Utilization of
                  Revolving Loan Commitments at any time exceed the Revolving
                  Loan Commitments then in effect;

                       (b)  any reduction of the Revolving Loan Commitments
                  made pursuant to subsection 2.4B which reduces the aggregate
                  Revolving Loan Commitments to an amount less than the then
                  current sum of the Swing Line Loan Commitment shall result
                  in an automatic corresponding pro rata reduction of the
                  Swing Line Loan Commitment such that the sum thereof equals
                  the amount of the Revolving Loan Commitments, as so reduced,
                  without any further action on the part of Company, Chase Co-
                  Administrative Agent or Swing Line Lender.

                  With respect to any Swing Line Loans which have not been
        voluntarily prepaid by Company pursuant to subsection 2.4B(i), Swing
        Line Lender may, at any time in its sole and absolute discretion,
        deliver to Chase Co-Administrative Agent (with a copy to Company), no
        later than 12:00 Noon (New York time) at least one Business Day in
        advance of the proposed Funding Date, a notice (which shall be deemed
        to be a Notice of Borrowing given by Company) requesting Lenders to
        make Revolving Loans that are Base Rate Loans to Company on such
        Funding Date in an amount equal to the amount of such Swing Line Loans
        (the "REFUNDED SWING LINE LOANS") outstanding on the date such notice
        is given which Swing Line Lender requests Lenders to prepay.  Anything
        contained in this Agreement to the contrary notwithstanding, (i) the
        proceeds of such Revolving Loans made by Lenders other than Swing Line
        Lender shall be immediately delivered by Co-Administrative Agents to
        Swing Line Lender (and not to Company) and applied to repay a
        corresponding portion of the Refunded Swing Line Loans and (ii) on the
        day such Revolving Loans are made, Swing Line Lender's Pro Rata Share
        of the Refunded Swing Line Loans shall be deemed to be paid with the
        proceeds of a Revolving Loan made by Swing Line Lender to Company, and
        such portion of the Swing Line Loans deemed to be so paid shall no
        longer be outstanding as Swing Line Loans and shall no longer be due
        under the Swing Line Note of Swing Line Lender but shall instead
        constitute part of Swing Line Lender's outstanding Revolving Loans to
        Company and shall be due under the Revolving Note issued by Company to
        Swing Line Lender. Company hereby authorizes each of Chase Co-A-
        dministrative Agent and Swing Line Lender to charge Company's accounts
        with Chase Co-Administrative Agent and Swing Line Lender (up to the
        amount available in each such account) in order to immediately pay
        Swing Line Lender the amount of the Refunded Swing Line Loans to the
        extent the proceeds of such Revolving Loans made by Lenders, including
        the Revolving Loan deemed to be made by Swing Line Lender, are not
        sufficient to repay in full the Refunded Swing Line Loans.  If any
        portion of any such amount paid (or deemed to be paid) to Swing Line
<PAGE>

        Lender should be recovered by or on behalf of Company from Swing Line
        Lender in bankruptcy, by assignment for the benefit of creditors or
        otherwise, the loss of the amount so recovered shall be ratably shared
        among all Lenders in the manner contemplated by subsection 10.5.

                  If for any reason Revolving Loans are not made pursuant to
        this subsection 2.1A(iv) in an amount sufficient to repay any amounts
        owed to Swing Line Lender in respect of any outstanding Swing Line
        Loans on or before the third Business Day after demand for payment
        thereof by Swing Line Lender, each Lender shall be deemed to, and
        hereby agrees to, have purchased a participation in such outstanding
        Swing Line Loans, and in an amount equal to its Pro Rata Share of the
        applicable unpaid amount together with accrued interest thereon.  Upon
        one Business Day's notice from Swing Line Lender, each Lender shall
        deliver to Swing Line Lender an amount in equal to its respective
        participation in the applicable unpaid amount in same day funds at the
        Funding and Payment Office.  In order to evidence such participation
        each Lender agrees to enter into a participation agreement at the
        request of Swing Line Lender in form and substance satisfactory to
        Swing Line Lender.  In the event any Lender fails to make available to
        Swing Line Lender the amount of such Lender's participation as
        provided in this paragraph, Swing Line Lender shall be entitled to
        recover such amount on demand from such Lender together with interest
        thereon at the rate customarily used by Swing Line Lender for the
        correction of errors among banks for three Business Days and
        thereafter at the Base Rate, as applicable.

                  Notwithstanding anything contained herein to the contrary,
        (i) each Lender's obligation to make Revolving Loans for the purpose
        of repaying any Refunded Swing Line Loans pursuant to the second
        preceding paragraph and each Lender's obligation to purchase a
        participation in any unpaid Swing Line Loans pursuant to the
        immediately preceding paragraph shall be absolute and unconditional
        and shall not be affected by any circumstance, including, without
        limitation, (a) any set-off, counterclaim, recoupment, defense or
        other right which such Lender may have against Swing Line Lender,
        Company or any other Person for any reason whatsoever; (b) the
        occurrence or continuation of an Event of Default or a Potential Event
        of Default; (c) any adverse change in the business, operations,
        properties, assets, condition (financial or otherwise) or prospects of
        Company or any of its Subsidiaries; (d) any breach of this Agreement
        or any other Loan Document by any party thereto; or (e) any other
        circumstance, happening or event whatsoever, whether or not similar to
        any of the foregoing; provided that no Lender shall have any such
        obligation unless (x) Swing Line Lender believed in good faith that
        all conditions under Section 4 to the making of the applicable
        Refunded Swing Line Loans or other unpaid Swing Line Loans, were
        satisfied at the time such Refunded Swing Line Loans or unpaid Swing
        Line Loans were made, or (y) such Lender had actual knowledge, by
        receipt of any notices required to be delivered to Lenders pursuant to
        subsection 6.1(ix) or otherwise, that any such condition under Section
        4 had not been satisfied and such Lender failed to notify Swing Line
        Lender and Chase Co-Administrative Agent in writing that it had no
        obligation to make Revolving Loans until such condition was satisfied
        (any such notice to be effective as of the date of receipt thereof by
        Swing Line Lender and Chase Co-Administrative Agent), or (z) the
        satisfaction of any such condition under Section 4 not satisfied had
        been waived by Requisite Lenders prior to or at the time such Refunded
        Swing Line Loans or other unpaid Swing Line Loans were made; and
        (ii) Swing Line Lender shall not be obligated to make any Swing Line
        Loans if it has elected not to do so after the occurrence and during
        the continuation of a Potential Event of Default or Event of Default.
<PAGE>

        B.        BORROWING MECHANICS.  Term Loans or Revolving Loans
   (including any such Loans made as Eurodollar Rate Loans with a particular
   Interest Period) made on any Funding Date (other than Revolving Loans made
   pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv)
   for the purpose of repaying any Refunded Swing Line Loans or Revolving
   Loans made pursuant to subsection 3.3B for the purpose of reimbursing any
   Issuing Lender for the amount of a drawing or payment under a Letter of
   Credit issued by it) shall be in an aggregate minimum amount of $1,000,000
   and integral multiples of $100,000 in excess of that amount.  Swing Line
   Loans made on any Funding Date shall be in an aggregate minimum amount of
   $250,000 and integral multiples of $100,000 in excess of that amount. 
   Whenever Company desires that Lenders make Term Loans or Revolving Loans it
   shall deliver to Chase Co-Administrative Agent on behalf of Company a
   Notice of Borrowing no later than 12:00 Noon (New York time), at least
   three Business Days in advance of the proposed Funding Date in the case of
   a Eurodollar Rate Loan, or at least one Business Day in advance of the
   proposed Funding Date in the case of a Base Rate Loan.  Whenever Company
   desires that Swing Line Lender make a Swing Line Loan, it shall deliver to
   Chase Co-Administrative Agent a Notice of Borrowing no later than 12:00
   Noon (New York time) on the proposed Funding Date.  The Notice of Borrowing
   shall specify (i) the proposed Funding Date (which shall be a Business
   Day), (ii) the amount and type of Loans requested, (iii) in the case of
   Swing Line Loans and Additional Tranche B Term Loans to be borrowed on or
   prior to October 15, 1997, that such Loans shall be Base Rate Loans,
   (iv) in the case of any Loans other than Swing Line Loans, whether such
   Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the
   case of any Loans requested to be made as Eurodollar Rate Loans, the
   initial Interest Period requested therefor.  Term Loans and Revolving Loans
   may be continued as or converted into Base Rate Loans and Eurodollar Rate
   Loans in the manner provided in subsection 2.2D.  In lieu of delivering the
   above-described Notice of Borrowing, Company may give Chase Co-
   Administrative Agent telephonic notice by the required time of any proposed
   borrowing under this subsection 2.1B; provided that such notice shall be
   promptly confirmed in writing by delivery of a Notice of Borrowing to Chase
   Co-Administrative Agent on or before the applicable Funding Date.

        Neither Chase Co-Administrative Agent nor any Lender shall incur any
   liability to Company in acting upon any telephonic notice referred to above
   that Chase Co-Administrative Agent believes in good faith to have been
   given by a duly authorized officer or other person authorized to borrow on
   behalf of Company or for otherwise acting in good faith under this
   subsection 2.1B, and upon funding of Loans by Lenders in accordance with
   this Agreement pursuant to any such telephonic notice Company shall have
   effected Loans hereunder.

        Company shall notify Chase Co-Administrative Agent prior to the
   funding of any Loans in the event that any of the matters to which Company
   is required to certify in the applicable Notice of Borrowing are no longer
   true and correct as of the applicable Funding Date, and the acceptance by
   Company of the proceeds of any Loans shall constitute a re-certification by
   Company, as of the applicable Funding Date, as to the matters to which
   Company is required to certify in the applicable Notice of Borrowing.

        Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a
   Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in
   lieu thereof) shall be irrevocable on and after the related Interest Rate
   Determination Date, and Company shall be bound to make a borrowing in
   accordance therewith.

        C.        DISBURSEMENT OF FUNDS.  All Term Loans and all Revolving
   Loans under this Agreement shall be made by Lenders simultaneously and
   proportionately to their respective Pro Rata Shares, it being understood
   that no Lender shall be responsible for any default by any other Lender in
<PAGE>

   that other Lender's obligation to make a Loan requested hereunder nor shall
   the Commitment of any Lender to make the particular type of Loan requested
   be increased or decreased as a result of a default by any other Lender in
   that other Lender's obligation to make a Loan requested hereunder. 
   Promptly after receipt by Co-Administrative Agents of a Notice of Borrowing
   pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Chase
   Co-Administrative Agent shall notify each Lender or Swing Line Lender, as
   the case may be, of the proposed borrowing and of the amount of such
   Lender's Pro Rata Share of the applicable Loans.

        Each Lender shall make the amount of its Loan available to Chase Co-
   Administrative Agent not later than 12:00 Noon (New York time) on the
   applicable Funding Date, and Swing Line Lender shall make the amount of its
   Swing Line Loan available to Chase Co-Administrative Agent not later than
   12:00 Noon (New York time) on the applicable Funding Date, in each case in
   same day funds, at the Funding and Payment Office.  Except as provided in
   subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used
   to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for
   the amount of an honored drawing or payment under a Letter of Credit issued
   by it, upon satisfaction or waiver of the conditions precedent specified in
   subsections 4.1 (in the case of Loans made on the Effective Date), 4.2 (in
   the case of Accelerated Acquisition Loans), 4.3 (in the case of NSA
   Acquisition Loans) and 4.4 (in the case of all Loans), Chase Co-Administra-
   tive Agent shall make the proceeds of such Loans available to Company on
   the applicable Funding Date by causing an amount of same day funds equal to
   the proceeds of all such Loans received by Chase Co-Administrative Agent
   from Lenders or Swing Line Lender, as the case may be, to be credited to
   the account of Company at the Funding and Payment Office.

        Unless Chase Co-Administrative Agent shall have been notified by any
   Lender prior to the Funding Date for any Loans that such Lender does not
   intend to make available to Chase Co-Administrative Agent the amount of
   such Lender's Loan requested on such Funding Date, Chase Co-Administrative
   Agent may assume that such Lender has made such amount available to Chase
   Co-Administrative Agent on such Funding Date and Chase Co-Administrative
   Agent may, in its sole discretion, but shall not be obligated to, make
   available to Company a corresponding amount on such Funding Date.  If such
   corresponding amount is not in fact made available to Chase Co-
   Administrative Agent by such Lender, Chase Co-Administrative Agent shall be
   entitled to recover such corresponding amount on demand from such Lender
   together with interest thereon, for each day from such Funding Date until
   the date such amount is paid to Chase Co-Administrative Agent, at the
   customary rate set by Chase Co-Administrative Agent for the correction of
   errors among banks for three Business Days and thereafter at the Base Rate. 
   If such Lender does not pay such corresponding amount forthwith upon Chase
   Co-Administrative Agent's demand therefor, Chase Co-Administrative Agent
   shall promptly notify Company and Company shall immediately pay such
   corresponding amount in the to Chase Co-Administrative Agent together with
   interest thereon, for each day from such Funding Date until the date such
   amount is paid to Chase Co-Administrative Agent, at the rate applicable to
   such Loan.  Nothing in this subsection 2.1C shall be deemed to relieve any
   Lender from its obligation to fulfill its Commitments hereunder or to
   prejudice any rights that Company may have against any Lender as a result
   of any default by such Lender hereunder.

        D.  THE REGISTER.

                  (i)  Chase Co-Administrative Agent shall maintain, at the
        address referred to in subsection 10.8, a register for the recordation
        of the names and addresses of Lenders and the Commitments and Loans of
        each Lender from time to time (the "REGISTER").  The Register shall be
        available for inspection by Company or any Lender at any reasonable
        time and from time to time upon reasonable prior notice.
<PAGE>

                  (ii)  Chase Co-Administrative Agent shall record in the
        Register the Commitments and the outstanding Loans from time to time
        of each Lender and each repayment or prepayment in respect of the
        principal amount of the outstanding Loans of each Lender.  Any such
        recordation shall be conclusive and binding on Company and each
        Lender, absent manifest error; provided that failure to make any such
        recordation, or any error in such recordation, shall not affect
        Company's Obligations in respect of the applicable Loans.

                  (iii)  Each Lender shall record on its internal records
        (including, without limitation, the Notes held by such Lender) the
        amount of each Loan made by it and each payment in respect thereof. 
        Any such recordation shall be prima facie evidence of the amount of
        such Loans; provided that failure to make any such recordation, or any
        error in such recordation, shall not affect Company's Obligations in
        respect of the applicable Loans; and provided, further that in the
        event of any inconsistency between the Register and any Lender's
        records, the recordations in the Register shall govern.

                  (iv)  Company, Agents and Lenders shall deem and treat the
        Persons listed as Lenders in the Register as the holders and owners of
        the corresponding Commitments and Loans listed therein for all
        purposes hereof, and no assignment or transfer of any Commitment or
        Loan shall be effective, in each case unless an until an Assignment
        Agreement effecting the assignment or transfer thereof shall have been
        accepted by Chase Co-Administrative Agent and recorded in the Register
        as provided in subsection 10.1B(ii).  Prior to such recordation, all
        amounts owed with respect to the applicable Commitment or Loan shall
        be owed to the Lender listed in the Register as the owner thereof, and
        any request, authority or consent of any Person who, at the time of
        making such request or giving such authority or consent, is listed in
        the Register as a Lender shall be conclusive and binding on any
        subsequent holder, assignee or transferee of the corresponding
        Commitments or Loans.

                  (v)  Company hereby designates Chase, and any financial
        institution serving as a successor Chase Co-Administrative Agent, to
        serve as Company's agent solely for purposes of maintaining the
        Register as provided in this subsection 2.1D, and Company hereby
        agrees that, to the extent Chase serves in such capacity, Chase and
        its officers, directors, employees, agents and affiliates shall
        constitute Indemnitees for all purposes under subsection 10.3.

        E.  TRANCHE B TERM NOTES.  Company shall execute and deliver on the
   Effective Date (i) to each Existing Lender (or to Co-Administrative Agents
   for that Lender) that executes a counterpart hereof a Tranche B Term Note
   Allonge substantially in the form of Exhibit IV-C annexed hereto to
   evidence that Lender's Additional Tranche B Term Loan, and (ii) to each New
   Lender (or to Co-Administrative Agents for that Lender) a Tranche B Term
   Note substantially in the form of Exhibit IV-D annexed hereto to evidence
   that New Lender's Tranche B Term Loan, with appropriate insertions.  The
   Notes and the Obligations evidenced thereby shall be governed by, subject
   to and benefit from all of the terms and conditions of this Agreement and
   the other Loan Documents and shall be guarantied and/or secured by the
   Collateral as provided in the Loan Documents.

   2.2  INTEREST ON THE LOANS.

        A.  RATE OF INTEREST.  Subject to the provisions of subsections 2.6
   and 2.7, each Term Loan and each Revolving Loan shall bear interest on the
   unpaid principal amount thereof from the date made through maturity
   (whether by acceleration or otherwise) at a rate determined by reference to
   the Base Rate or the Adjusted Eurodollar Rate, as the case may be.  Subject
<PAGE>

   to the provisions of subsection 2.7, each Swing Line Loan shall bear
   interest on the unpaid principal amount thereof from the date made through
   maturity (whether by acceleration or otherwise) at a rate determined by
   reference to the Base Rate.  The applicable basis for determining the rate
   of interest with respect to any Loan shall be selected by Company initially
   at the time a Notice of Borrowing is given with respect to such Loan
   pursuant to subsection 2.1B. The basis for determining the interest rate
   with respect to any Term Loan or any Revolving Loan may be changed from
   time to time pursuant to subsection 2.2D.  If on any day any Term Loan or
   Revolving Loan is outstanding with respect to which notice has not been
   delivered to Co-Administrative Agents in accordance with the terms of this
   Agreement specifying the applicable basis for determining the rate of
   interest, then for that day that Loan shall bear interest determined by
   reference to the Base Rate.

        Subject to the provisions of subsections 2.2E and 2.7, the Term Loans
   and the Revolving Loans shall bear interest through maturity as follows:

                  (i)  if a Base Rate Loan, then at the sum of the Base Rate
        plus the Applicable Base Rate Margin; or

                  (ii)  if a Eurodollar Rate Loan, then at the sum of the
        Adjusted Eurodollar Rate plus the Applicable Eurodollar Rate Margin.

        Subject to the provisions of subsections 2.2E and 2.7, the Swing Line
   Loans shall bear interest through maturity at the sum of the Base Rate plus
   the Applicable Base Rate Margin less 0.50% per annum.

        B.  INTEREST PERIODS.  In connection with each Eurodollar Rate Loan,
   Company may, pursuant to the applicable Notice of Borrowing or Notice of
   Conversion/Continuation, as the case may be, select an interest period
   (each an "INTEREST PERIOD") to be applicable to such Loan, which Interest
   Period shall be, at Company's option, either a one, three or six month
   period; provided that:

                  (i)  the initial Interest Period for any Eurodollar Rate
        Loan shall commence on the Funding Date in respect of such Loan, in
        the case of a Loan initially made as a Eurodollar Rate Loan, or on the
        date specified in the applicable Notice of Conversion/Continuation, in
        the case of a Loan converted to a Eurodollar Rate Loan;

                  (ii)  in the case of immediately successive Interest Periods
        applicable to a Eurodollar Rate Loan continued as such pursuant to a
        Notice of Conversion/Continuation, each successive Interest Period
        shall commence on the day on which the next preceding Interest Period
        expires;

                  (iii)  if an Interest Period would otherwise expire on a day
        that is not a Business Day, such Interest Period shall expire on the
        next succeeding Business Day; provided that, if any Interest Period
        would otherwise expire on a day that is not a Business Day but is a
        day of the month after which no further Business Day occurs in such
        month, such Interest Period shall expire on the next preceding
        Business Day;

                  (iv)  any Interest Period that begins on the last Business
        Day of a calendar month (or on a day for which there is no numerically
        corresponding day in the calendar month at the end of such Interest
        Period) shall, subject to clause (v) of this subsection 2.2B, end on
        the last Business Day of a calendar month;

                  (v)  no Interest Period with respect to any portion of the
        Tranche A Term Loans shall extend beyond the fifth Anniversary, no
<PAGE>

        Interest Period with respect to any portion of the Tranche B Term
        Loans shall extend beyond the seventh Anniversary and no Interest
        Period with respect to any portion of the Revolving Loans shall extend
        beyond the Revolving Loan Commitment Termination Date;

                  (vi)  no Interest Period with respect to any portion of the
        Tranche A Term Loans or Tranche B Term Loans shall extend beyond a
        date on which Company is required to make a scheduled payment of
        principal of the Tranche A Term Loans or Tranche B Term Loans, as the
        case may be, unless the sum of (a) the aggregate principal amount of
        Tranche A Term Loans or Tranche B Term Loans, as the case may be, that
        are Base Rate Loans plus (b) the aggregate principal amount of Tranche
        A Term Loans or Tranche B Term Loans, as the case may be, that are
        Eurodollar Rate Loans with Interest Periods expiring on or before such
        date equals or exceeds the principal amount required to be paid on the
        Tranche A Term Loans or Tranche B Term Loans, as the case may be, on
        such date;

                  (vii)  no Interest Period with respect to any portion of the
        Revolving Loans shall extend beyond the date on which a permanent
        reduction of the Revolving Loan Commitments is scheduled to occur
        unless the sum of (a) the aggregate principal amount of Revolving
        Loans that are Base Rate Loans plus (b) the aggregate principal amount
        of Revolving Loans that are Eurodollar Rate Loans with Interest
        Periods expiring on or before such date plus (c) the excess of the
        Revolving Loan Commitments then in effect over the aggregate principal
        amount of Revolving Loans then outstanding equals or exceeds the
        permanent reduction of the Revolving Loan Commitments that is
        scheduled to occur on such date;

                  (viii)  Company may not select an Interest Period of longer
        than two months prior to the end of the Initial Period;

                  (ix)  there shall be no more than ten (10) Interest Periods
        outstanding at any time; and

                  (x)  in the event Company fails to specify an Interest
        Period for any Eurodollar Rate Loan in the applicable Notice of
        Borrowing or Notice of Conversion/Continuation, Company shall be
        deemed to have selected an Interest Period of one month.

        C.  INTEREST PAYMENTS.  Subject to the provisions of subsection 2.2E,
   interest on each Loan shall be payable in arrears on and to each Interest
   Payment Date applicable to that Loan, upon any prepayment of that Loan (to
   the extent accrued on the amount being prepaid) and at maturity (including
   final maturity); provided that in the event that any Swing Line Loans, any
   Revolving Loans or any Term Loans that are Base Rate Loans are prepaid
   pursuant to subsection 2.4B(i), interest accrued on such Swing Line Loans,
   Revolving Loans or Term Loans through the date of such prepayment shall be
   payable on the next succeeding Interest Payment Date applicable to Base
   Rate Loans (or, if earlier, at final maturity).

        D.  CONVERSION OR CONTINUATION.  Subject to the provisions of
   subsection 2.6, Company shall have the option (i) to convert at any time
   all or any part of its outstanding Term Loans or Revolving Loans equal to
   $1,000,000 and integral multiples of $100,000 in excess of that amount from
   Loans bearing interest at a rate determined by reference to one basis to
   Loans bearing interest at a rate determined by reference to an alternative
   basis or (ii) upon the expiration of any Interest Period applicable to a
   Eurodollar Rate Loan, to continue all or any portion of such Loan equal to
   $1,000,000 and integral multiples of $100,000 in excess of that amount as a
   Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may
   only be converted into a Base Rate Loan on the expiration date of an
<PAGE>

   Interest Period applicable thereto; and provided further, however, that
   Tranche B Term Loans may not be converted to or continued as Eurodollar
   Rate Loans during the period commencing on and including the Effective Date
   and ending on October 15, 1997, inclusive.

        Company shall deliver a Notice of Conversion/Continuation to Chase Co-
   Administrative Agent no later than 12:00 Noon (New York time) at least one
   Business Day in advance of the proposed conversion date (in the case of a
   conversion to a Base Rate Loan), and at least three Business Days in
   advance of the proposed conversion/continuation date (in the case of a
   conversion to, or a continuation of, a Eurodollar Rate Loan).  A Notice of
   Conversion/Continuation shall specify (i) the proposed conversion/
   continuation date (which shall be a Business Day), (ii) the amount and type
   of the Loan to be converted/continued, (iii) the nature of the proposed
   conversion/continuation, (iv) in the case of a conversion to, or a
   continuation of, a Eurodollar Rate Loan, the requested Interest Period, and
   (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate
   Loan, that no Potential Event of Default or Event of Default has occurred
   and is continuing.  In lieu of delivering the above-described Notice of
   Conversion/Continuation, Company may give Chase Co-Administrative Agent
   telephonic notice by the required time of any proposed conversion/
   continuation under this subsection 2.2D; provided that such notice shall be
   promptly confirmed in writing by delivery of a Notice of Conversion/
   Continuation to Chase Co-Administrative Agent on or before the proposed
   conversion/continuation date.

        Neither Chase Co-Administrative Agent nor any Lender shall incur any
   liability to Company in acting upon any telephonic notice referred to above
   that Chase Co-Administrative Agent believes in good faith to have been
   given by a duly authorized officer or other person authorized to act on
   behalf of Company or for otherwise acting in good faith under this
   subsection 2.2D, and upon conversion or continuation of the applicable
   basis for determining the interest rate with respect to any Loans in
   accordance with this Agreement pursuant to any such telephonic notice
   Company shall have effected a conversion or continuation, as the case may
   be, hereunder.

        Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a
   Notice of Conversion/Continuation for conversion to, or continuation of, a
   Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be
   irrevocable on and after the related Interest Rate Determination Date, and
   Company shall be bound to effect a conversion or continuation in accordance
   therewith.

        E.  POST-DEFAULT INTEREST.  Upon the occurrence and during the
   continuation of any Event of Default, the outstanding principal amount of
   all Loans and, to the extent permitted by applicable law, any interest
   payments thereon not paid when due and any fees and other amounts then due
   and payable hereunder, shall thereafter bear interest (including post-
   petition interest in any proceeding under the Bankruptcy Code, or other
   applicable bankruptcy or insolvency laws) payable upon demand at a rate
   that is 2% per annum in excess of the interest rate otherwise payable under
   this Agreement with respect to the applicable Loans (or, in the case of any
   such fees and other amounts, at a rate which is 2% per annum in excess of
   the interest rate otherwise payable under this Agreement for Revolving
   Loans bearing interest at a rate determined by reference to the Base Rate);
   provided that, in the case of Eurodollar Rate Loans, upon the expiration of
   the Interest Period in effect at the time any such increase in interest
   rate is effective such Eurodollar Rate Loans shall thereupon become Base
   Rate Loans and shall thereafter bear interest payable upon demand at a rate
   equal to 2% per annum in excess of the interest rate otherwise payable
   under this Agreement for Base Rate Loans that are Tranche A Term Loans,
   Tranche B Term Loans or Revolving Loans, as applicable.  Payment or
<PAGE>

   acceptance of the increased rates of interest provided for in this
   subsection 2.2E is not a permitted alternative to timely payment and shall
   not constitute a waiver of any Event of Default or otherwise prejudice or
   limit any rights or remedies of any Agent or Lender.

        F.  COMPUTATION OF INTEREST.  Interest on Loans shall be computed on
   the basis of a 360-day year and for the actual number of days elapsed in
   the period during which it accrues.  In computing interest on any Loan, the
   date of the making of such Loan or the first day of an Interest Period
   applicable to such Loan or, with respect to a Base Rate Loan being
   converted from a Eurodollar Rate Loan, the date of conversion of such
   Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be
   included, and the date of payment of such Loan or the expiration date of an
   Interest Period applicable to such Loan or, with respect to a Base Rate
   Loan being converted to a Eurodollar Rate Loan, the date of conversion of
   such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall
   be excluded; provided that if a Loan is repaid on the same day on which it
   is made, one day's interest shall be paid on that Loan.

   2.3  FEES.

        A.  COMMITMENT FEES.  Company agrees to pay to Chase Co-Administrative
   Agent, for distribution to each Lender in proportion to that Lender's Pro
   Rata Share with respect to the Revolving Loan Commitments or the Tranche B
   Term Loan Commitments, as applicable, commitment fees for the period from
   and including the Closing Date to and excluding the Revolving Loan
   Commitment Termination Date equal to (i) the sum of (a) the average of the
   daily excess of the Revolving Loan Commitments over the sum of (x) the
   aggregate principal amount of Revolving Loans outstanding (but not any
   Swing Line Loans outstanding) plus (y) the Letter of Credit Usage, plus (b)
   the average daily unfunded portion of the Tranche B Term Loan Commitments
   that is available for borrowing as Acquisition Loans, multiplied by (ii)
   1/2 of 1% per annum.  All such commitment fees shall be calculated on the
   basis of a 360-day year and the actual number of days elapsed and shall be
   payable quarterly in arrears on January 15, April 15, July 15 and October
   15 of each year, commencing on January 15, 1997.

        B.  ANNUAL COLLATERAL AGENT'S FEE.  Company agrees to pay to
   Collateral Agent an annual Collateral Agent's fee in such amounts as may be
   agreed between them from time to time.

        C.  OTHER FEES.  Company agrees to pay to Agents such other fees in
   the amounts and at the times separately agreed upon between Company and the
   applicable Agents.

   2.4  REPAYMENTS, PREPAYMENTS AND REDUCTIONS IN REVOLVING LOAN COMMITMENTS;
   GENERAL PROVISIONS REGARDING PAYMENTS.

        A.  SCHEDULED PAYMENTS OF TERM LOANS.

                  (i)  Scheduled Payments of Tranche A Term Loans.  Company
        shall make principal payments on the Tranche A Term Loans in
        installments on the dates and in the amounts set forth below:


                                           SCHEDULED REPAYMENT
                          DATE                OF TRANCHE A
                                               TERM LOANS
                     October 15, 1997          $2,125,000
<PAGE>


                     January 15, 1998          $3,312,500
                     April 15, 1998            $3,312,500
                     July 15, 1998             $3,312,500
                     October 15, 1998          $3,312,500
                     January 15, 1999          $3,312,500
                     April 15, 1999            $3,312,500
                     July 15, 1999             $3,312,500
                     October 15, 1999          $3,312,500
                     January 15, 2000          $4,250,000
                     April 15, 2000            $4,250,000
                     July 15, 2000             $4,250,000
                     October 15, 2000          $4,250,000

                     January 15, 2001          $4,750,000
                     April 15, 2001            $4,750,000
                     July 15, 2001             $4,750,000
                     October 15, 2001          $4,750,000

        ; provided that the scheduled installments of principal of the Tranche
        A Term Loans set forth above shall be reduced in connection with any
        voluntary or mandatory prepayments of the Tranche A Term Loans in
        accordance with subsection 2.4C; and provided further, that the
        Tranche A Term Loans and all other amounts owed hereunder with respect
        to the Tranche A Term Loans shall be paid in full no later than
        October 15, 2001, and the final installment payable by Company in
        respect of the Tranche A Term Loans on such date shall be in an
        amount, if such amount is different from that specified above,
        sufficient to repay all amounts owing by Company under this Agreement
        with respect to the Tranche A Term Loans.

                  (ii)  Scheduled Payments of Tranche B Term Loans.  Company
        shall make principal payments on the Tranche B Term Loans in
        installments on the dates and in the amounts set forth below (it being
        understood and agreed that (a) the amounts set forth below reflect the
        borrowing of the full amount of Additional Tranche B Term Loans on or
        prior to October 15, 1997; (b) in the event only one Funding Date for
        Additional Tranche B Term Loans has occurred on or prior to October
        15, 1997, the amounts of the scheduled installments of principal
        (including the installment due October 15, 1997) set forth below shall
        be reduced ratably in an aggregate amount equal to the amount of
        unfunded Tranche B Term Loan Commitments; and (c) in the event a
        Funding Date for Additional Tranche B Term Loans occurs after October
        15, 1997, the amounts of the scheduled installments of principal (as
        adjusted in accordance with clause (b) above) after October 15, 1997
        shall be, as of such Funding Date, increased ratably in an aggregate
        amount equal to the amount of such borrowing of Additional Tranche B
        Term Loans):


                                           SCHEDULED REPAYMENT
                          DATE                OF TRANCHE B
                                               TERM LOANS
                     October 15, 1997          $  445,730

                     January 15, 1998          $  445,730
                     April 15, 1998            $  445,730
                     July 15, 1998             $  445,730
                     October 15, 1998          $  445,730
                     January 15, 1999          $  445,730
                     April 15, 1999            $  445,730
                     July 15, 1999             $  445,730
                     October 15, 1999          $  445,730
<PAGE>


                     January 15, 2000          $  445,730
                     April 15, 2000            $  445,730
                     July 15, 2000             $  445,730
                     October 15, 2000          $  445,730
                     January 15, 2001          $  445,730
                     April 15, 2001            $  445,730
                     July 15, 2001             $  445,730
                     October 15, 2001          $  445,730
                     January 15, 2002          $12,480,427
                     April 15, 2002            $12,480,427
                     July 15, 2002             $12,480,427
                     October 15, 2002          $12,480,427

                     January 15, 2003          $16,937,722
                     April 15, 2003            $16,937,722
                     July 15, 2003             $16,937,722
                     October 15, 2003          $16,937,716

        ; provided that the scheduled installments of principal of the Tranche
        B Term Loans set forth above shall be reduced in connection with any
        voluntary or mandatory prepayments of the Tranche B Term Loans in
        accordance with subsection 2.4C; and provided, further that the
        Tranche B Term Loans and all other amounts owed hereunder with respect
        to the Tranche B Term Loans shall be paid in full no later than
        October 15, 2003, and the final installment payable by Company in
        respect of the Tranche B Term Loans on such date shall be in an
        amount, if such amount is different from that specified above,
        sufficient to repay all amounts owing by Company under this Agreement
        with respect to the Tranche B Term Loans.

        B.  PREPAYMENTS AND UNSCHEDULED REDUCTIONS IN REVOLVING LOAN
   COMMITMENTS AND TRANCHE B TERM LOAN COMMITMENTS.

             (i)  Voluntary Prepayments.  Company may, upon written or
        telephonic notice to Chase Co-Administrative Agent on or prior to
        12:00 Noon (New York time) on the date of prepayment, which notice, if
        telephonic, shall be promptly confirmed in writing, at any time and
        from time to time prepay, without premium or penalty, any Swing Line
        Loan on any Business Day in whole or in part in an aggregate minimum
        amount of $250,000 and integral multiples of $50,000 in excess of that
        amount.  In addition, so long as no Swing Line Loans are then
        outstanding, Company may, upon not less than one Business Day's prior
        written or telephonic notice, in the case of Base Rate Loans, and
        three Business Days' prior written or telephonic notice, in the case
        of Eurodollar Rate Loans, in each case confirmed in writing to Chase
        Co-Administrative Agent (which notice Chase Co-Administrative Agent
        will promptly transmit by telefacsimile or telephone to each Lender),
        at any time and from time to time prepay, without premium or penalty,
        the Loans other than Swing Line Loans on any Business Day in whole or
        in part in an aggregate minimum amount of $1,000,000 and integral
        multiples of $250,000 in excess of that amount; provided, however,
        that in the event Company shall prepay a Eurodollar Rate Loan other
        than on the expiration of the Interest Period applicable thereto,
        Company shall, at the time of such prepayment, also pay the amount
        payable under Section 2.6D hereof.  Notice of prepayment having been
        given as aforesaid, the Loans shall become due and payable on the
        prepayment date specified in such notice and in the aggregate
        principal amount specified therein.  Any voluntary prepayments
        pursuant to this subsection 2.4B(i) shall be applied as specified in
        subsection 2.4C.

             (ii)  Voluntary Reductions of Revolving Loan Commitments and
<PAGE>

        Tranche B Term Loan Commitments.  Company may, upon not less than
        three Business Days' prior written or telephonic notice confirmed in
        writing to Chase Co-Administrative Agent (which notice Chase Co-
        Administrative Agent will promptly transmit by telefacsimile or
        telephone to each Lender), at any time and from time to time terminate
        in whole or permanently reduce in part, without premium or penalty,
        (a) the Revolving Loan Commitments in an amount up to the amount by
        which the Revolving Loan Commitments exceed the Total Utilization of
        Revolving Loan Commitments at the time of such proposed termination or
        reduction and/or (b) the unfunded Tranche B Term Loan Commitments up
        to the full amount thereof; provided that any such partial reduction
        of the Revolving Loan Commitments or the unfunded Tranche B Term Loan
        Commitments shall be in an aggregate minimum amount of $1,000,000 and
        integral multiples of $250,000 in excess of that amount.  Company's
        notice to Chase Co-Administrative Agent shall designate the date
        (which shall be a Business Day) of such termination or reduction and
        the amount of any partial reduction, and such termination or reduction
        of the Revolving Loan Commitments or the unfunded Tranche B Term Loan
        Commitments shall be effective on the date specified in such notice
        and shall reduce the Revolving Loan Commitment or the unfunded Tranche
        B Term Loan Commitment, as applicable, of each Lender proportionately
        to its Pro Rata Share with respect thereto.  Any such voluntary
        reduction of the Revolving Loan Commitments shall be applied as
        specified in subsection 2.4C.

             (iii)  Mandatory Prepayments and Mandatory Reductions of
        Revolving Loan Commitments.

             The Loans shall be prepaid and the Revolving Loan Commitments
        shall be reduced in the manner provided in subsection 2.4C upon the
        occurrence of the following circumstances:

                  (a)  Prepayments and Reductions from Asset Sales.  No later
             than the first Business Day following the date of receipt by
             Company or any of its Subsidiaries of the Cash Proceeds of any
             Asset Sale (other than any portion of such proceeds that is
             reinvested (or scheduled for reinvestment) in a Qualified Loan
             Portfolio and/or assets of the general type used in the business
             of Company and its Subsidiaries within 270 days from the date of
             receipt of such proceeds), Company shall prepay the Loans (and/or
             the Revolving Loan Commitments shall be reduced) in the amount of
             such proceeds not so reinvested (or scheduled for such
             reinvestment); provided, that if (1) the Net Cash Proceeds of any
             individual Asset Sale of receivables portfolios exceed $5,000,000
             or (2) the Net Cash Proceeds of all such Asset Sales in any
             Fiscal Year exceed $10,000,000, then in each case the amount of
             such excess Net Cash Proceeds may not be reinvested (or scheduled
             for reinvestment); provided further, that if the Net Cash
             Proceeds of Asset Sales of businesses in any Fiscal Year exceed
             10% of Consolidated EBITDA for the preceding Fiscal Year, then
             the amount of such excess Net Cash Proceeds may not be reinvested
             (or scheduled for reinvestment); and provided further, that
             Company may not reinvest (or schedule for reinvestment) Net Cash
             Proceeds upon the occurrence and during the continuation of an
             Event of Default.  Company shall, no later than 365 days after
             receipt of any such Net Cash Proceeds that have not theretofore
             been applied to the Obligations, make an additional prepayment of
             the Loans (and/or the Revolving Loan Commitments shall be
             reduced) in the full amount of all such proceeds that have not
             therefore been so reinvested.  Concurrently with any prepayment
             of the Loans and/or reduction of the Commitments pursuant to this
             subsection 2.4B(iii)(a), Company shall deliver to Chase Co-
             Administrative Agent an Officer's Certificate demonstrating the
<PAGE>

             derivation of the Net Cash Proceeds of the correlative Asset Sale
             from the gross sales price thereof.  In the event that Company
             shall, at any time after receipt of Cash Proceeds of any Asset
             Sale requiring a prepayment or a reduction of the Revolving Loan
             Commitments pursuant to this subsection 2.4B(iii)(a), determine
             that the prepayments and/or reductions of the Revolving Loan
             Commitments previously made in respect of such Asset Sale were in
             an aggregate amount less than that required by the terms of this
             subsection 2.4B(iii)(a), Company shall promptly cause to be made
             an additional prepayment of the Loans (and/or reduction in the
             Revolving Loan Commitments) in an amount equal to the amount of
             any such deficit, and Company shall concurrently therewith
             deliver to Co-Administrative Agents an Officer's Certificate
             demonstrating the derivation of the additional Net Cash Proceeds
             resulting in such deficit.

                  (b)  Prepayments and Reductions Due to Issuance of Debt.  On
             or prior to the first Business Day after receipt by Company or
             any of its Subsidiaries of any proceeds of any Indebtedness
             (other than the Loans and any other Indebtedness permitted by
             this Agreement), Company shall prepay the Loans (and/or the
             Revolving Loan Commitments shall be reduced) in an amount equal
             to the amount of such proceeds; provided that payment or
             acceptance of the amounts provided for in this subsection
             2.4B(iii)(b) shall not constitute a waiver of any Event of
             Default resulting from the incurrence of such Indebtedness or
             otherwise prejudice any rights or remedies of Agents or Lenders.

                  (c)  Prepayments and Reductions Due to Issuance of Equity
             Securities.  On or prior to the first Business Day after receipt
             by Company or any of its Subsidiaries of any Equity Proceeds,
             Company shall prepay the Loans (and/or the Revolving Loan
             Commitments shall be reduced) in an amount equal to such Equity
             Proceeds; provided that such Equity Proceeds shall not be applied
             to prepay Loans pursuant to this subsection if (1) such Equity
             Proceeds were not derived from a public offering of Securities
             and (2) such Equity Proceeds (y) are, upon receipt, designated
             for reinvestment in the businesses of Company and its
             Subsidiaries and (z) are within 30 days of receipt thereof by
             Company or any of its Subsidiaries, reinvested in the businesses
             of Company and its Subsidiaries.

                  (d)  Prepayments and Reductions from Insurance and Condemna-
             tion Proceeds.  No later than the second Business Day following
             the date of receipt by Company or any of its Subsidiaries of any
             cash payments under any of the casualty insurance policies
             covering damage to or loss of property maintained pursuant to
             subsection 6.4 resulting from damage to or loss of all or any
             portion of the Collateral or any other tangible asset (net of
             actual and documented reasonable costs incurred by Company or any
             of its Subsidiaries in connection with adjustment and settlement
             thereof, "INSURANCE PROCEEDS") or any proceeds resulting from the
             taking of assets by the power of eminent domain, condemnation or
             otherwise (net of actual and documented reasonable costs incurred
             by Company or any of its Subsidiaries in connection with
             adjustment and settlement thereof, "CONDEMNATION PROCEEDS")
             (other than any portion of any such proceeds that is reinvested
             (or scheduled for reinvestment) in assets of the general type
             used in the business of Company and its Subsidiaries within 270
             days from the date of receipt of such proceeds), Company shall
             prepay the Loans (and/or the Revolving Loan Commitments shall be
             reduced) in the amount of such proceeds not so reinvested (or
             scheduled for such reinvestment).  Company shall, no later than
<PAGE>

             270 days after receipt of any such Insurance Proceeds or
             Condemnation Proceeds that have not theretofore been applied to
             the Obligations, make an additional prepayment of the Loans
             (and/or the Revolving Loan Commitments shall be reduced) in the
             full amount of all such proceeds that have not therefore been
             reinvested in such assets.

                  (e)  Prepayments and Reductions from Consolidated Excess
             Cash Flow.  In the event that there shall be Consolidated Excess
             Cash Flow for any Fiscal Year (commencing with the Fiscal Year
             ending December 31, 1997), Company shall, no later than 100 days
             after the end of such Fiscal Year, prepay the Loans (and/or the
             Revolving Loan Commitments shall be reduced) in an aggregate
             amount equal to (1) for Fiscal Year 1997, 50% of the portion of
             such Consolidated Excess Cash Flow for such Fiscal Year in excess
             of $7,500,000, and (2) for any Fiscal Year thereafter, 50% of
             such Consolidated Excess Cash Flow for such Fiscal Year.

                  (f)  Prepayments Due to Reductions or Restrictions of
             Revolving Loan Commitments.  Company shall prepay the Swing Line
             Loans and/or the Revolving Loans from time to time to the extent
             necessary so that (y) the Total Utilization of Revolving Loan
             Commitments shall not at any time exceed the Revolving Loan
             Commitments then in effect, and (z) the aggregate principal
             amount of all outstanding Swing Line Loans shall not at any time
             exceed the Swing Line Loan Commitment then in effect.  All Swing
             Line Loans shall be prepaid in full prior to the prepayment of
             any Revolving Loans pursuant to this subsection 2.4B(iii)(f).

        C.  APPLICATION OF PREPAYMENTS AND REDUCTIONS OF REVOLVING LOAN
        COMMITMENTS.

             (i)  Application of Voluntary Prepayments by Type of Loans.  Any
        voluntary prepayments pursuant to subsection 2.4B(i) shall be applied: 
        first to repay outstanding Swing Line Loans to the full extent
        thereof, second to repay outstanding Revolving Loans to the full
        extent thereof, and third, to repay outstanding Term Loans to the full
        extent thereof.

             (ii)  Application of Mandatory Prepayments by Type of Loans.  Any
        amount (the "APPLIED AMOUNT") required to be applied as a mandatory
        prepayment of the Loans and/or a reduction of the Revolving Loan
        Commitments pursuant to subsections 2.4B(iii)(a)-(e) shall be applied
        first to prepay the Term Loans to the full extent thereof, second, to
        the extent of any remaining portion of the Applied Amount, to prepay
        the Swing Line Loans to the full extent thereof and to permanently
        reduce the Revolving Loan Commitments by the amount of such
        prepayment, third, to the extent of any remaining portion of the
        Applied Amount, to prepay the Revolving Loans to the full extent
        thereof and to further permanently reduce the Revolving Loan
        Commitments by the amount of such prepayment, and fourth, to the
        extent of any remaining portion of the Applied Amount, to further
        permanently reduce the Revolving Loan Commitments to the full extent
        thereof.

             (iii)  Application of Prepayments of Term Loans to Tranche A Term
        Loans and Tranche B Term Loans and the Scheduled Installments of
        Principal Thereof.  Any prepayments of the Term Loans pursuant to
        subsection 2.4B(i) or 2.4B(iii) shall be applied to prepay the Tranche
        A Term Loans and the Tranche B Term Loans on a pro rata basis in
        accordance with the respective outstanding principal amounts thereof. 
        Any mandatory prepayments applied to the Tranche A Term Loans or the
        Tranche B Term Loans pursuant to this subsection shall be applied on a
<PAGE>

        pro rata basis (in accordance with the respective outstanding
        principal amounts thereof) to each scheduled installment of principal
        of the Tranche A Term Loans or the Tranche B Term Loans, as the case
        may be, set forth in subsection 2.4A(i) or 2.4A(ii), respectively,
        that is unpaid at the time of such prepayment.

             (iv)  Application of Prepayments to Base Rate Loans and
        Eurodollar Rate Loans.  Considering Tranche A Term Loans, Tranche B
        Term Loans and Revolving Loans being prepaid separately, any
        prepayment thereof shall be applied first to Base Rate Loans to the
        full extent thereof before application to Eurodollar Rate Loans, in
        each case in a manner which minimizes the amount of any payments
        required to be made by Company pursuant to subsection 2.6D.

        D.  APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS UNDER
   SUBSIDIARY GUARANTY.

             (i)  Application of Proceeds of Collateral.  Except as provided
        in subsection 2.4B(iii)(a) with respect to prepayments from Net Asset
        Sale Proceeds, all proceeds received by Collateral Agent in respect of
        any sale of, collection from, or other realization upon all or any
        part of the Collateral under any Collateral Document may, in the
        discretion of Collateral Agent, be held by Collateral Agent as
        Collateral for, and/or (then or at any time thereafter) applied in
        full or in part by Collateral Agent against, the applicable Secured
        Obligations (as defined in such Collateral Document) in the following
        order of priority:

                  (a)  To the payment of all costs and expenses of such sale,
             collection or other realization, including without limitation
             reasonable compensation to Collateral Agent and its agents and
             counsel, and all other reasonable expenses, liabilities and
             advances made or incurred by Collateral Agent in connection
             therewith, and all amounts for which Collateral Agent is entitled
             to indemnification under such Collateral Document and all
             advances made by Collateral Agent thereunder for the account of
             the applicable Loan Party, and to the payment of all reasonable
             costs and expenses paid or incurred by Collateral Agent in
             connection with the exercise of any right or remedy under such
             Collateral Document, all in accordance with the terms of this
             Agreement and such Collateral Document;

                  (b)  thereafter, to the extent of any excess such proceeds,
             to the payment of all other such Secured Obligations for the
             ratable benefit of the holders thereof; and

                  (c)  thereafter, to the extent of any excess such proceeds,
             to the payment to or upon the order of such Loan Party or to
             whosoever may be lawfully entitled to receive the same or as a
             court of competent jurisdiction may direct.

             (ii)  Application of Payments Under Subsidiary Guaranty.  All
        payments received by Collateral Agent under the Subsidiary Guaranty
        shall be applied promptly from time to time by Collateral Agent in the
        following order of priority:

                  (a)  To the payment of the reasonable costs and expenses of
             any collection or other realization under the Subsidiary
             Guaranty, including without limitation reasonable compensation to
             Collateral Agent and its agents and counsel, and all expenses,
             liabilities and advances made or incurred by Collateral Agent in
             connection therewith, all in accordance with the terms of this
             Agreement and the Subsidiary Guaranty;
<PAGE>

                  (b)  thereafter, to the extent of any excess such payments,
             to the payment of all other Guarantied Obligations (as defined in
             the Subsidiary Guaranty) for the ratable benefit of the holders
             thereof; and

                  (c)  thereafter, to the extent of any excess such payments,
             to the payment to the applicable Subsidiary Guarantor or to
             whosoever may be lawfully entitled to receive the same or as a
             court of competent jurisdiction may direct.

        E.  GENERAL PROVISIONS REGARDING PAYMENTS.

             (i)  Manner and Time of Payment.  All payments by Company of
        principal, interest, fees and other Obligations hereunder and under
        the Notes shall be made in same day funds and without defense, setoff
        or counterclaim, free of any restriction or condition, and delivered
        to Chase Co-Administrative Agent not later than 12:00 Noon (New York
        time) on the date due at the Funding and Payment Office for the
        account of Lenders; funds received by Chase Co-Administrative Agent
        after that time on such due date shall be deemed to have been paid by
        Company on the next succeeding Business Day.  Company hereby
        authorizes Chase Co-Administrative Agent to charge its accounts with
        such Chase Co-Administrative Agent in order to cause timely payment to
        be made to Chase Co-Administrative Agent of all principal, interest,
        fees and expenses due hereunder (subject to sufficient funds being
        available in its accounts for that purpose).

             (ii)  Application of Payments to Principal and Interest.  Except
        as provided in subsection 2.2C, all payments in respect of the
        principal amount of any Loan shall include payment of accrued interest
        on the principal amount being repaid or prepaid, and all such payments
        (and in any event any payments made in respect of any Loan on a date
        when interest is due and payable with respect to such Loan) shall be
        applied to the payment of interest before application to principal.

             (iii)  Apportionment of Payments.  Aggregate principal and
        interest payments shall be apportioned among all outstanding Loans to
        which such payments relate, in each case proportionately to Lenders'
        respective Pro Rata Shares.  Chase Co-Administrative Agent shall
        promptly distribute to each Lender, at its applicable Lending Office
        specified on Schedule 2.1 or at such other address as such Lender may
        request, its Pro Rata Share of all such payments received by Chase Co-
        Administrative Agent and the commitment fees of such Lender when
        received by Chase Co-Administrative Agent pursuant to subsection 2.3. 
        Notwithstanding the foregoing provisions of this subsection 2.4E(iii)
        if, pursuant to the provisions of subsection 2.6C, any Notice of
        Conversion/Continuation is withdrawn as to any Affected Lender or if
        any Affected Lender makes Base Rate Loans in lieu of its Pro Rata
        Share of any Eurodollar Rate Loans, Chase Co-Administrative Agent
        shall give effect thereto in apportioning payments received
        thereafter.

             (iv)  Payments on Business Days.  Whenever any payment to be made
        hereunder shall be stated to be due on a day that is not a Business
        Day, such payment shall be made on the next succeeding Business Day
        and such extension of time shall be included in the computation of the
        payment of interest hereunder or of the commitment fees hereunder, as
        the case may be.

             (v)  Notation of Payment.  Each Lender agrees that before
        disposing of any Note held by it, or any part thereof (other than by
        granting participations therein), that Lender will make a notation
        thereon of all Loans evidenced by that Note and all principal payments
<PAGE>

        previously made thereon and of the date to which interest thereon has
        been paid; provided that the failure to make (or any error in the
        making of) a notation of any Loan made under such Note shall not limit
        or otherwise affect the obligations of Company hereunder or under such
        Note with respect to any Loan or any payments of principal or interest
        on such Note.

   2.5  USE OF PROCEEDS.

        A.  ADDITIONAL TRANCHE B TERM LOANS.

        (i)  The proceeds of the Accelerated Acquisition Loans shall be
   applied to (a) finance the Accelerated Acquisition, (b) refinance certain
   existing Indebtedness of Accelerated, (c) repay Revolving Loans, and
   (d) pay Transaction Costs relating to the Accelerated Acquisition.

        (ii)  The proceeds of the NSA Acquisition Loans shall be applied to
   (a) finance the NSA Acquisition, (b) refinance certain existing Indebted-
   ness of NSA, (c) repay Revolving Loans, and (d) pay Transaction Costs
   relating to the NSA Acquisition.

        (iii)  Notwithstanding the foregoing, in the event NSA shall have been
   acquired under the NSA Acquisition Agreement prior to the Effective Date in
   accordance with the terms of the Existing Credit Agreement, the proceeds of
   the NSA Acquisition Loans shall be applied to repay Revolving Loans.

        B.  REVOLVING LOANS; SWING LINE LOANS.  Revolving Loans and Swing Line
   Loans in an aggregate amount not to exceed $10,000,000 at any time
   outstanding may be used to finance the general corporate purposes of
   Company and its Subsidiaries.  Revolving Loans and Swing Line Loans in an
   additional amount not to exceed $48,000,000 at any time outstanding may be
   used to finance expenditures which are included in the definition of
   Consolidated Capital Expenditures; provided that Revolving Loans and Swing
   Line Loans in an aggregate amount not to exceed $58,000,000 at any time
   outstanding may be used to finance such acquisitions if at all times such
   additional amount of Revolving Loans is outstanding the sum of (i)
   unrestricted Cash and Cash Equivalents on the balance sheet of Company plus
   (ii) the excess of the Revolving Loan Commitments over the Total
   Utilization of Revolving Loan Commitments equals or exceeds $7,500,000.

        C.  COMPLIANCE WITH LAWS.  Company hereby undertakes that no portion
   of the proceeds of any Loans or other extensions of credit under this
   Agreement shall be used by any Loan Party in any manner which would be
   illegal under, or which would cause the invalidity or unenforceability (in
   each case in whole or in part) of any Loan Document under, any applicable
   law.

        D.  MARGIN REGULATIONS.  Without limiting the generality of subsection
   2.5C, no portion of the proceeds of any borrowing under this Agreement
   shall be used by Company or any of its Subsidiaries in any manner that
   might cause the borrowing or the application of such proceeds to violate
   Regulation G, Regulation U, Regulation T or Regulation X of the Board of
   Governors of the Federal Reserve System or any other regulation of such
   Board or to violate the Exchange Act, in each case as in effect on the date
   or dates of such borrowing and such use of proceeds.

   2.6  SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS.

        Notwithstanding any other provision of this Agreement to the contrary,
   the following provisions shall govern with respect to Eurodollar Rate Loans
   as to the matters covered:

        A.  DETERMINATION OF APPLICABLE INTEREST RATE.  As soon as practicable
<PAGE>

   after 11:00 A.M. (New York time) on each Interest Rate Determination Date,
   Chase Co-Administrative Agent shall determine (which determination shall,
   absent manifest error, be final, conclusive and binding upon all parties)
   the interest rate that shall apply to the Eurodollar Rate Loans for which
   an interest rate is then being determined for the applicable Interest
   Period and shall promptly give notice thereof (in writing or by telephone
   confirmed in writing) to Company and each Lender.

        B.  INABILITY TO DETERMINE APPLICABLE INTEREST RATE.  In the event
   that Chase Co-Administrative Agent shall have reasonably determined (which
   determination shall be final and conclusive and binding upon all parties
   hereto), on any Interest Rate Determination Date with respect to any
   Eurodollar Rate Loans, that by reason of circumstances arising after the
   date of this Agreement affecting the London interbank market, adequate and
   fair means do not exist for ascertaining the interest rate applicable to
   such Loans on the basis provided for in the definition of Adjusted
   Eurodollar Rate Chase Co-Administrative Agent shall on such date give
   notice (by telecopy or by telephone confirmed in writing) to Company and
   each Lender of such determination, whereupon (i) no Loans may be made as,
   or converted to, Eurodollar Rate Loans, until such time as Chase Co-A-
   dministrative Agent notifies Company and Lenders that the circumstances
   giving rise to such notice no longer exist (such notification not to be
   unreasonably withheld or delayed) and (ii) any Notice of Borrowing or
   Notice of Conversion/Continuation given by Company with respect to the
   Loans in respect of which such determination was made shall be deemed to be
   rescinded by Company.

        C.  ILLEGALITY OR IMPRACTICABILITY OF EURODOLLAR RATE LOANS.  In the
   event that on any date any Lender shall have reasonably determined (which
   determination shall be final and conclusive and binding upon all parties
   hereto but shall be made only after consultation with Company and Chase Co-
   Administrative Agent) that the making, maintaining or continuation of its
   Eurodollar Rate Loans (i) has become unlawful as a result of compliance by
   such Lender in good faith with any law, treaty, governmental rule,
   regulation, guideline or order (or would conflict with any such treaty,
   governmental rule, regulation, guideline or order not having the force of
   law even though the failure to comply therewith would not be unlawful) or
   (ii) has become impracticable, or would cause such Lender material
   hardship, as a result of contingencies occurring after the date of this
   Agreement which materially and adversely affect the London interbank
   market, then, and in any such event, such Lender shall be an "AFFECTED
   LENDER" and it shall on that day give notice (by telecopy or by telephone
   confirmed in writing) to Company and Chase Co-Administrative Agent of such
   determination (which notice Chase Co-Administrative Agent shall promptly
   transmit to each other Lender).  Thereafter (a) the obligation of the
   Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate
   Loans, shall be suspended until such notice shall be withdrawn by the
   Affected Lender, (b) to the extent such determination by the Affected
   Lender relates to a Eurodollar Rate Loan then being requested by Company
   pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation,
   the Affected Lender shall make such Loan as (or convert such Loan to, as
   the case may be) a Base Rate Loan, (c) the Affected Lender's obligation to
   maintain its outstanding Eurodollar Rate Loans, as the case may be (the
   "AFFECTED LOANS"), shall be terminated at the earlier to occur of the
   expiration of the Interest Period then in effect with respect to the
   Affected Loans or when required by law, and (d) the Affected Loans shall
   automatically convert into Base Rate Loans on the date of such termination. 
   Notwithstanding the foregoing, to the extent a determination by an Affected
   Lender as described above relates to a Eurodollar Rate Loan then being
   requested by Company pursuant to a Notice of Borrowing or a Notice of
   Conversion/Continuation, Company shall have the option, subject to the
   provisions of subsection 2.6D, to rescind such Notice of Borrowing or
   Notice of Conversion/Continuation as to all Lenders by giving notice (by
<PAGE>

   telecopy or by telephone confirmed in writing) to Chase Co-Administrative
   Agent of such rescission on the date on which the Affected Lender gives
   notice of its determination as described above (which notice of rescission
   Chase Co-Administrative Agent shall promptly transmit to each other
   Lender).  Except as provided in the immediately preceding sentence, nothing
   in this subsection 2.6C shall affect the obligation of any Lender other
   than an Affected Lender to make or maintain Loans as, or to convert Loans
   to, Eurodollar Rate Loans in accordance with the terms of this Agreement.

        D.  COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST PERIODS. 
   Company shall compensate each Lender, upon written request by that Lender
   (which request shall set forth the basis for requesting such amounts), for
   all reasonable losses, expenses and liabilities (including, without
   limitation, any interest paid by that Lender to lenders of funds borrowed
   by it to make or carry its Eurodollar Rate Loans and any loss, expense or
   liability sustained by that Lender in connection with the liquidation or
   re-employment of such funds) which that Lender may sustain: (i) if for any
   reason (other than a default by that Lender) a borrowing of any Eurodollar
   Rate Loan does not occur on a date specified therefor in a Notice of
   Borrowing or a telephonic request for borrowing, or a conversion to or
   continuation of any Eurodollar Rate Loan does not occur on a date specified
   therefor in a Notice of Conversion/Continuation or a telephonic request for
   conversion or continuation, (ii) if any prepayment (including without
   limitation any prepayment pursuant to subsection 2.4B(i)) or conversion of
   any of its Eurodollar Rate Loans occurs on a date that is not the last day
   of an Interest Period applicable to that Loan, (iii) if any prepayment of
   any of its Eurodollar Rate Loans is not made on any date specified in a
   notice of prepayment given by Company, or (iv) as a consequence of any
   other default by Company in the repayment of its Eurodollar Rate Loans when
   required by the terms of this Agreement.

        E.  BOOKING OF EURODOLLAR RATE LOANS.  Any Lender may make, carry or
   transfer Eurodollar Rate Loans at, to, or for the account of any of its
   branch offices or the office of an Affiliate of that Lender.

        F.  ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR RATE LOANS.  Calcula-
   tion of all amounts payable to a Lender under this subsection 2.6 and under
   subsection 2.7A shall be made as though that Lender had actually funded
   each of its relevant Eurodollar Rate Loans through the purchase of a
   Eurodollar deposit bearing interest at the rate obtained pursuant to clause
   (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the
   amount of such Eurodollar Rate Loan and having a maturity comparable to the
   relevant Interest Period and through the transfer of such Eurodollar
   deposit from an offshore office of that Lender to a domestic office of that
   Lender in the United States of America; provided, however, that each Lender
   may fund each of its Eurodollar Rate Loans in any manner it sees fit and
   the foregoing assumptions shall be utilized only for the purposes of
   calculating amounts payable under this subsection 2.6 and under subsection
   2.7A.

        G.  EURODOLLAR RATE LOANS AFTER DEFAULT.  After the occurrence of and
   during the continuation of a Potential Event of Default or an Event of
   Default, (i) Company may not elect to have a Loan be made or maintained as,
   or converted to, a Eurodollar Rate Loan after the expiration of any
   Interest Period then in effect for that Loan and (ii) subject to the
   provisions of subsection 2.6D, any Notice of Borrowing or Notice of
   Conversion/Continuation given by Company with respect to a requested
   borrowing or conversion/continuation that has not yet occurred shall be
   deemed to be rescinded by Company.

   2.7  INCREASED COSTS; TAXES; CAPITAL ADEQUACY.

        A.  COMPENSATION FOR INCREASED COSTS AND TAXES.  Subject to the
<PAGE>

   provisions of subsection 2.7B (which shall be controlling with respect to
   the matters covered thereby), in the event that any law, treaty or
   governmental rule, regulation or order, or any change therein or in the
   interpretation, administration or application thereof (including the
   introduction of any new law, treaty or governmental rule, regulation or
   order), or any determination of a court or governmental authority, in each
   case that becomes effective after the Closing Date, or compliance by such
   Lender with any guideline, request or directive issued or made after the
   Closing Date by any central bank or other governmental or quasi-govern-
   mental authority (whether or not having the force of law):

             (i)  results in a change in the basis of taxation of such Lender
        (or its applicable lending office) (other than a change with respect
        to any Tax on the overall net income of such Lender) with respect to
        this Agreement or any of its obligations hereunder or any payments to
        such Lender (or its applicable lending office) of principal, interest,
        fees or any other amount payable hereunder;

             (ii)  imposes, modifies or holds applicable any reserve
        (including, without limitation, any marginal, emergency, supplemental,
        special or other reserve), special deposit, compulsory loan, FDIC
        insurance or similar requirement against assets held by, or deposits
        or other liabilities in or for the account of, or advances or loans
        by, or other credit extended by, or any other acquisition of funds by,
        any office of such Lender (other than any such reserve or other
        requirements with respect to Eurodollar Rate Loans that are reflected
        in the definition of Adjusted Eurodollar Rate; or

             (iii)  imposes any other condition (other than with respect to a
        Tax matter) on or affecting such Lender (or its applicable lending
        office) or its obligations hereunder, or the London interbank market;

   and the result of any of the foregoing is to increase the cost to such
   Lender of agreeing to make, making or maintaining Eurodollar Rate Loans
   hereunder or to reduce any amount received or receivable by such Lender (or
   its applicable lending office) with respect thereto; then, in any such
   case, Lender shall promptly notify Company and Chase Co-Administrative
   Agent thereof and Company shall promptly pay to such Lender, upon receipt
   of the statement referred to in the next sentence, such additional amount
   or amounts (in the form of an increased rate of, or a different method of
   calculating, interest or otherwise as such Lender shall reasonably
   determine) as may be necessary to compensate such Lender for any such
   increased cost or reduction in amounts received or receivable hereunder. 
   Such Lender shall deliver to Company (with a copy to Chase Co-
   Administrative Agent) a written statement, setting forth in reasonable
   detail the basis for calculating the additional amounts owed to such Lender
   under this subsection 2.7A, which statement shall be prima facie evidence
   of such additional amounts.

        B.  WITHHOLDING OF TAXES.

             (i)  Payments to Be Free and Clear.  All sums payable by Company
        under this Agreement and the other Loan Documents shall (except to the
        extent required by law) be paid free and clear of, and without any
        deduction or withholding on account of, any Tax (other than a Tax on
        the overall net income of any Lender) imposed, levied, collected,
        withheld or assessed by or within the United States of America or any
        political subdivision in or of the United States of America or any
        other jurisdiction from which a payment is made by or on behalf of
        Company.

             (ii)  Withholding of Taxes.  If Company or any other Person is
        required by law to make any deduction or withholding on account of any
<PAGE>

        such Tax from any sum paid or payable by Company to Chase Co-
        Administrative Agent or any Lender under any of the Loan Documents:

                  (a)  Company shall notify Chase Co-Administrative Agent of
             any such requirement or any change in any such requirement as
             soon as Company becomes aware of it;

                  (b)  Company shall pay any such Tax before the date on which
             penalties attach thereto, such payment to be made (if the
             liability to pay is imposed on Company) for its own account or
             (if that liability is imposed on Chase Co-Administrative Agent or
             such Lender, as the case may be) on behalf of and in the name of
             Chase Co-Administrative Agent or such Lender;

                  (c)  the sum payable by Company in respect of which the
             relevant deduction, withholding or payment is required shall be
             increased to the extent necessary to ensure that, after the
             making of that deduction, withholding or payment, Chase Co-
             Administrative Agent or such Lender, as the case may be, receives
             on the due date a net sum equal to what it would have received
             had no such deduction, withholding or payment been required or
             made; and

                  (d)  within 30 days after paying any sum from which it is
             required by law to make any deduction or withholding, and within
             30 days after the due date of payment of any Tax which it is
             required by clause (b) above to pay, Company shall deliver to
             Chase Co-Administrative Agent evidence of such deduction,
             withholding or payment and of the remittance thereof to the
             relevant taxing or other authority;

    provided that no such additional amount shall be required to be paid to
   any Lender under clause (c) above except to the extent that any change
   after the Closing Date (in the case of each Existing Lender), after the
   Effective Date (in the case of each New Lender) or after the date of the
   Assignment Agreement pursuant to which such Lender became a Lender (in the
   case of each other Lender) in any such requirement for a deduction,
   withholding or payment as is mentioned therein shall result in an increase
   in the rate of such deduction, withholding or payment from that in effect
   at the date of this Agreement or at the date of such Assignment Agreement,
   as the case may be, in respect of payments to such Lender.

             (iii)  Evidence of Exemption from U.S. Withholding Tax.

                  (a)  Each Lender that is organized under the laws of any
             jurisdiction other than the United States or any state or other
             political subdivision thereof (for purposes of this subsection
             2.7B(iii), a "NON-US LENDER") shall deliver to Chase Co-
             Administrative Agent for transmission to Company, on or prior to
             the Closing Date (in the case of each Existing Lender), on or
             prior to the Effective Date (in the case of each New Lender) or
             on or prior to the date of the Assignment Agreement pursuant to
             which it becomes a Lender (in the case of each other Lender), and
             at such other times as may be necessary in the determination of
             Company or Chase Co-Administrative Agent (each in the reasonable
             exercise of its discretion), (1) two original copies of Internal
             Revenue Service Form 1001 or 4224 (or any successor forms),
             accurately completed and duly executed by such Lender, together
             with any other certificate or statement of exemption required
             under the Internal Revenue Code or the regulations issued
             thereunder to establish that such Lender is not subject to
             deduction or withholding of United States federal income tax with
             respect to any payments to such Lender of principal, interest,
<PAGE>

             fees or other amounts payable under any of the Loan Documents or
             (2) if such Lender is not a "bank" or other Person described in
             Section 881(c)(3) of the Internal Revenue Code and cannot deliver
             either Internal Revenue Service Form 1001 or 4224 (or any
             successor forms) pursuant to clause (1) above, a Certificate re
             Non-Bank Status together with two original copies of Internal
             Revenue Service Form W-8 (or any successor form), properly
             completed and duly executed by such Lender, together with any
             other certificate or statement of exemption required under the
             Internal Revenue Code or the regulations issued thereunder to
             establish that such Lender is not subject to deduction or
             withholding of United States federal income tax with respect to
             any payments to such Lender of interest payable under any of the
             Loan Documents.

                  (b)  Each Lender required to deliver any forms, certificates
             or other evidence with respect to United States federal income
             tax withholding matters pursuant to subsection 2.7B(iii)(a)
             hereby agrees, from time to time after the initial delivery by
             such Lender of such forms, certificates or other evidence,
             whenever a lapse in time or change in circumstances renders such
             forms, certificates or other evidence obsolete or inaccurate in
             any material respect, such Lender shall (1) deliver to Chase Co-
             Administrative Agent for transmission to Company two new original
             copies of Internal Revenue Service Form 1001 or 4224 (or any
             successor forms), or a Certificate re Non-Bank Status and two
             original copies of Internal Revenue Service Form W-8 (or any
             successor form), as the case may be, accurately completed and
             duly executed by such Lender, together with any other certificate
             or statement of exemption required in order to confirm or
             establish that such Lender is not subject to deduction or
             withholding of United States federal income tax with respect to
             payments to such Lender under the Loan Documents or (2)
             immediately notify Chase Co-Administrative Agent and Company of
             its inability to deliver any such forms, certificates or other
             evidence.

                  (c)  Company shall not be required to pay any additional
             amount to any Non-US Lender under clause (c) of subsection
             2.7B(ii) in respect of deductions or withholdings of United
             States federal income taxes if such Lender shall have failed to
             satisfy the requirements of subsection 2.7B(iii)(a) or
             2.7B(iii)(b); provided that if such Lender shall have satisfied
             such requirements on the Closing Date (in the case of each
             Existing Lender), on the Effective Date (in the case of each New
             Lender) or on the date of the Assignment Agreement pursuant to
             which it became a Lender (in the case of each other Lender),
             nothing in this subsection 2.7B(iii)(c) shall relieve Company of
             its obligation to pay any additional amounts pursuant to clause
             (c) of subsection 2.7B(ii) in the event that, as a result of any
             change in any applicable law, treaty or governmental rule,
             regulation or order, or any change in the interpretation,
             administration or application thereof, such Lender is no longer
             properly entitled to deliver forms, certificates or other
             evidence at a subsequent date establishing the fact that such
             Lender is not subject to withholding as described in subsection
             2.7B(iii)(a) or 2.7B(iii)(b).

        C.  CAPITAL ADEQUACY ADJUSTMENT.  If any Lender shall have determined
   that the adoption, effectiveness, phase-in or applicability after the
   Closing Date of any law, rule or regulation (or any provision thereof)
   regarding capital adequacy, or any change therein or in the interpretation
   or administration thereof by the National Association of Insurance
<PAGE>

   Commissioners, any governmental authority, central bank or comparable
   agency charged with the interpretation or administration thereof, or
   compliance by any Lender (or its applicable lending office) with any
   guideline, request or directive regarding capital adequacy (whether or not
   having the force of law) of the National Association of Insurance
   Commissioners, any such governmental authority, central bank or comparable
   agency, has or would have the effect of reducing the rate of return on the
   capital of such Lender or any corporation controlling such Lender as a
   consequence of, or with reference to, such Lender's Loans or Commitments or
   Letters of Credit or participations therein or other obligations hereunder
   with respect to the Loans or the Letters of Credit to a level below that
   which such Lender reasonably determines such Lender or such controlling
   corporation could have achieved but for such adoption, effectiveness,
   phase-in, applicability, change or compliance (taking into consideration
   the policies of such Lender or such controlling corporation with regard to
   capital adequacy), then from time to time, within fifteen Business Days
   after receipt by Company from such Lender of the statement referred to in
   the next sentence, Company shall pay to such Lender such additional amount
   or amounts as will compensate such Lender or such controlling corporation
   on an after-tax basis for such reduction.  Such Lender shall deliver to
   Company (with a copy to Chase Co-Administrative Agent) a written statement,
   setting forth in reasonable detail the basis of the calculation of such
   additional amounts, which statement shall be conclusive and binding upon
   all parties hereto absent manifest error.

        D.  SUBSTITUTE LENDERS. In the event Company is required under the
   provisions of this subsection 2.7 to make payments in a material amount to
   any Lender or in the event any Lender fails to lend to Company in
   accordance with this Agreement, Company may, so long as no Event of Default
   or Potential Event of Default shall have occurred and be continuing, elect
   to terminate such Lender as a party to this Agreement; provided that,
   concurrently with such termination, (i) Company shall pay that Lender all
   principal, interest and fees and other amounts (including without
   limitation amounts, if any, owed under this subsection 2.7) due to be paid
   to such Lender with respect to all periods through such date of
   termination, (ii) another financial institution satisfactory to Company and
   Co-Administrative Agents (or, in the case of a Co-Administrative Agent that
   is also the Lender to be terminated, its successor Co-Administrative Agent)
   shall agree, as of such date, to become a Lender for all purposes under
   this Agreement (whether by assignment or amendment) and to assume all
   obligations of the Lender to be terminated as of such date, and (iii) all
   documents and supporting materials necessary, in the judgment of Co-
   Administrative Agents (or, in the case of a Co-Administrative Agent that is
   also the Lender to be terminated, its successor Co-Administrative Agent) to
   evidence the substitution of such Lender shall have been received and
   approved by Co-Administrative Agents as of such date.

   2.8  OBLIGATION OF LENDERS AND ISSUING LENDERS TO MITIGATE.

        Each Lender and Issuing Lender agrees that, as promptly as practicable
   after the officer of such Lender or Issuing Lender responsible for
   administering the Loans or Letters of Credit of such Lender or Issuing
   Lender, as the case may be, becomes aware of the occurrence of an event or
   the existence of a condition that would cause such Lender to become an
   Affected Lender or that would entitle such Lender or Issuing Lender to
   receive payments under subsection 2.7 or subsection 3.6, it will, to the
   extent not inconsistent with the internal policies of such Lender or
   Issuing Lender and any applicable legal or regulatory restrictions, use
   reasonable efforts (i) to make, issue, fund or maintain the Commitments of
   such Lender or the affected Loans or Letters of Credit of such Lender or
   Issuing Lender through another lending or letter of credit office of such
   Lender or Issuing Lender, or (ii) take such other measures as such Lender
   or Issuing Lender may deem reasonable, if as a result thereof the
<PAGE>

   circumstances which would cause such Lender to be an Affected Lender would
   cease to exist or the additional amounts which would otherwise be required
   to be paid to such Lender or Issuing Lender pursuant to subsection 2.7 or
   subsection 3.6 would be materially reduced and if, as determined by such
   Lender or Issuing Lender in its sole discretion, the making, issuing,
   funding or maintaining of such Commitments or Loans or Letters of Credit
   through such other lending or letter of credit office or in accordance with
   such other measures, as the case may be, would not otherwise materially
   adversely affect such Commitments or Loans or Letters of Credit or the
   interests of such Lender or Issuing Lender; provided that such Lender or
   Issuing Lender will not be obligated to utilize such other lending or
   letter of credit office pursuant to this subsection 2.8 unless Company
   agrees to pay all incremental expenses incurred by such Lender or Issuing
   Lender as a result of utilizing such other lending or letter of credit
   office.  A certificate as to the amount of any such expenses payable by
   Company pursuant to this subsection 2.8 (setting forth in reasonable detail
   the basis for requesting such amount) submitted by such Lender or Issuing
   Lender to Company (with a copy to Chase Co-Administrative Agent) shall be
   conclusive absent manifest error.


                                    SECTION 3.
                                LETTERS OF CREDIT

   3.1  ISSUANCE OF LETTERS OF CREDIT AND LENDERS' PURCHASE OF PARTICIPATIONS
   THEREIN.

        A.  LETTERS OF CREDIT.  Company acknowledges and confirms that
   Schedule 3.1 annexed hereto sets forth each letter of credit issued under
   the Existing Credit Agreement (collectively, the "EXISTING LETTERS OF
   CREDIT") and outstanding as of the Effective Date.  Company hereby
   represents, warrants, agrees, covenants and (a) reaffirms that it has no
   (and it permanently and irrevocably waives and releases Agents and Lenders
   from any, to the extent arising on or prior to the Effective Date) defense,
   set off, claim or counterclaim against any Agent or Lender in regard to its
   Obligations in respect of such Existing Letters of Credit and (b) reaffirms
   its obligation to reimburse the applicable Issuing Lenders for honored
   drawings under such Existing Letters of Credit in accordance with the terms
   and conditions of this Agreement and the other Loan Documents applicable to
   Letters of Credit issued hereunder.  Based on the foregoing, each Lender
   agrees that (1) each Existing Letter of Credit which is a Standby Letter of
   Credit shall, as of the Effective Date, be deemed for all purposes of this
   Agreement to be a Standby Letter of Credit issued hereunder, and (2) each
   Existing Letter of Credit which is a Commercial Letter of Credit shall, as
   of the Effective Date, be deemed for all purposes of this Agreement to be a
   Commercial Letter of Credit issued hereunder.  In addition to the foregoing
   and in addition to Company requesting that Lenders make Revolving Loans
   pursuant to subsection 2.1A(iii), and that Swing Line Lender make Swing
   Line Loans pursuant to subsection 2.1A(iv), Company may request, in
   accordance with the provisions of this subsection 3.1, from time to time
   during the period from the Effective Date to but excluding the Revolving
   Loan Commitment Termination Date, that one or more Lenders issue Letters of
   Credit for the account of Company for the purposes specified in the
   definitions of Commercial Letters of Credit and Standby Letters of Credit. 
   Subject to the terms and conditions of this Agreement and in reliance upon
   the representations and warranties of Company herein set forth, any one or
   more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not
   be obligated to, issue such Letters of Credit in accordance with the
   provisions of this subsection 3.1; provided that Company shall not request
   that any Lender issue (and no Lender shall issue):

             (i)  any Letter of Credit if, after giving effect to such
        issuance, the Total Utilization of Revolving Loan Commitments would
<PAGE>

        exceed the Revolving Loan Commitments then in effect;

             (ii)  any Letter of Credit if, after giving effect to such
        issuance, the Letter of Credit Usage would exceed $5,000,000;

             (iii)  any Standby Letter of Credit having an expiration date
        later than the earlier of (a) the Revolving Loan Commitment
        Termination Date and (b) the date which is one year from the date of
        issuance of such Standby Letter of Credit; provided that the
        immediately preceding clause (b) shall not prevent any Issuing Lender
        from agreeing that a Standby Letter of Credit will automatically be
        extended for one or more successive periods not to exceed one year
        each unless such Issuing Lender elects not to extend for any such
        additional period; provided further that, unless Requisite Lenders
        otherwise consent, such Issuing Lender shall give notice that it will
        not extend such Standby Letter of Credit if it has knowledge that an
        Event of Default has occurred and is continuing on the last day on
        which such Issuing Lender may give notice to the beneficiary that it
        will not extend such Standby Letter of Credit;

             (iv)  any Commercial Letter of Credit (a) having an expiration
        date later than the earlier of (X) 30 days prior to the Revolving Loan
        Commitment Termination Date and (Y) the date which is 180 days from
        the date of issuance of such Commercial Letter of Credit or (b) that
        is otherwise unacceptable to the applicable Issuing Lender in its
        reasonable discretion;

             (v)  any Letter of Credit denominated in a currency other than
        Dollars; or

             (vi)  any Letter of Credit during any period when a Lender
        Default exists, unless each Issuing Lender has entered into
        arrangements satisfactory to it and Company to eliminate such Issuing
        Lender's risk with respect to the Defaulting Lender, including by cash
        collateralizing such Defaulting Lender's Pro Rata Share of the Letter
        of Credit Usage (after giving effect to the issuance of the proposed
        Letter of Credit).

        B.  MECHANICS OF ISSUANCE.

             (i)  Notice of Issuance.  Whenever Company desires the issuance
        of a Letter of Credit, it shall deliver to Chase Co-Administrative
        Agent, at the Funding and Payment Office, a Notice of Issuance of
        Letter of Credit no later than 12:00 Noon (New York time) at least
        five Business Days, or such shorter period as may be agreed to by the
        Issuing Lender in any particular instance, in advance of the proposed
        date of issuance.  The Notice of Issuance of Letter of Credit shall
        specify (a) the proposed date of issuance (which shall be a Business
        Day), (b) the face amount of or maximum aggregate liability under, as
        applicable, the Letter of Credit, (c) the expiration date of the
        Letter of Credit, (d) the name and address of the beneficiary, and
        (e) the verbatim text of the proposed Letter of Credit or the proposed
        terms and conditions thereof, including a precise description of any
        documents and the verbatim text of any certificates to be presented by
        the beneficiary which, if presented by the beneficiary prior to the
        expiration date of the Letter of Credit, would require the Issuing
        Lender to make payment under the Letter of Credit; provided that the
        Issuing Lender, in its reasonable discretion, may require changes in
        the text of the proposed Letter of Credit or any such documents or
        certificates; provided further that no Letter of Credit shall require
        payment against a conforming draft or other request for payment to be
        made thereunder on the same business day (under the laws of the
        jurisdiction in which the office of the Issuing Lender to which such
<PAGE>

        draft or other request for payment is required to be presented is
        located) that such draft or other request for payment is presented if
        such presentation is made after 10:00 A.M. (in the time zone of such
        office of the Issuing Lender) on such business day.

             Company shall notify the applicable Issuing Lender (and Chase
        Co-Administrative Agent, if Chase Co-Administrative Agent is not such
        Issuing Lender) prior to the issuance of any Letter of Credit in the
        event that any of the matters to which Company is required to certify
        in the applicable Notice of Issuance of Letter of Credit is no longer
        true and correct as of the proposed date of issuance of such Letter of
        Credit, and upon the issuance of any Letter of Credit, Company shall
        be deemed to have re-certified, as of the date of such issuance, as to
        the matters to which Company is required to certify in the applicable
        Notice of Issuance of Letter of Credit.

             (ii)  Determination of Issuing Lender.  Upon receipt by Chase Co-
        Administrative Agent of a Notice of Issuance of Letter of Credit
        pursuant to subsection 3.1B(i) requesting the issuance of a Letter of
        Credit, in the event Chase Co-Administrative Agent elects to issue
        such Letter of Credit, Chase Co-Administrative Agent shall promptly so
        notify Company, and such Chase Co-Administrative Agent shall be the
        Issuing Lender with respect thereto.  In the event that Chase Co-
        Administrative Agent, in its sole discretion, elects not to issue such
        Letter of Credit, Chase Co-Administrative Agent shall promptly so
        notify the Company, whereupon Company may request any other Lender to
        issue such Letter of Credit by delivering to such Lender a copy of the
        applicable Notice of Issuance of Letter of Credit.  Any Lender so
        requested to issue such Letter of Credit shall promptly notify Company
        and Chase Co-Administrative Agent whether or not, in its sole
        discretion, it has elected to issue such Letter of Credit, and any
        such Lender which so elects to issue such Letter of Credit shall be
        the Issuing Lender with respect thereto.  In the event that all other
        Lenders shall have declined to issue such Letter of Credit, notwith-
        standing the prior election of Chase Co-Administrative Agent not to
        issue such Letter of Credit, Chase Co-Administrative Agent shall be
        obligated to issue such Letter of Credit and shall be the Issuing
        Lender with respect thereto, notwithstanding the fact that the sum of
        the Letter of Credit Usage with respect to such Letter of Credit and
        with respect to all other Letters of Credit issued by Chase Co-
        Administrative Agent, when aggregated with Chase Co-Administrative
        Agent's outstanding Revolving Loans and Swing Line Loans, may exceed
        Chase Co-Administrative Agent's Revolving Loan Commitment then in
        effect.

             (iii)  Issuance of Letter of Credit.  Upon satisfaction or waiver
        (in accordance with subsection 10.6) of the conditions set forth in
        subsection 4.5, the Issuing Lender shall issue the requested Letter of
        Credit in accordance with the Issuing Lender's standard operating
        procedures (any such issuance by Chase Co-Administrative Agent being
        effected through the Funding and Payment Office), and upon its
        issuance of such Letter of Credit the Issuing Lender shall promptly
        notify Chase Co-Administrative Agent and each Lender of such issuance,
        which notice shall be accompanied by a copy of such Letter of Credit.

             (iv)  Reports to Lenders.  Within 30 days after the end of each
        calendar quarter ending after the Closing Date, so long as any Letter
        of Credit shall have been outstanding during such calendar quarter,
        each Issuing Lender shall deliver to Chase Co-Administrative Agent and
        Chase Co-Administrative Agent shall deliver to each Lender a report
        setting forth for such calendar quarter the daily maximum amount
        available to be drawn under the Letters of Credit that were
        outstanding during such calendar quarter.
<PAGE>

        C.  LENDERS' PURCHASE OF PARTICIPATIONS IN LETTERS OF CREDIT. 
   Immediately upon the issuance of each Letter of Credit, each Lender having
   a Revolving Loan Commitment shall be deemed to, and hereby agrees to, have
   irrevocably purchased from the Issuing Lender a participation in such
   Letter of Credit and any drawings honored or payments made thereunder in an
   amount equal to such Lender's Pro Rata Share (with respect to the Revolving
   Loan Commitments) of the maximum amount which is or at any time may become
   available to be drawn or required to be paid thereunder.

   3.2  LETTER OF CREDIT FEES.

        Company agrees to pay the following amounts to each Issuing Lender
   with respect to Letters of Credit issued by it for the account of Company:

             (i)  with respect to each Letter of Credit, (a) a fronting fee
        equal to 1/4 of 1% per annum of the daily maximum amount available to
        be drawn under such Letter of Credit and (b) a Letter of Credit fee
        equal to the product of (x) the Applicable Eurodollar Rate Margin with
        respect to Revolving Loans and (y) the daily maximum amount available
        to be drawn under such Letter of Credit, in each case payable in
        arrears on and to each January 15, April 15, July 15 and October 15 of
        each year, commencing on January 15, 1997, and computed on the basis
        of a 360-day year for the actual number of days elapsed; and

             (ii)  with respect to the issuance, amendment or transfer of each
        Letter of Credit and each drawing made thereunder (without duplication
        of the fees payable under clause (i) above), documentary and
        processing charges in accordance with such Issuing Lender's standard
        schedule for such charges in effect at the time of such issuance,
        amendment, transfer or drawing, as the case may be.

   Promptly upon receipt by such Issuing Lender of any amount described in
   clause (i)(b) of this subsection 3.2, such Issuing Lender shall distribute
   to each other Lender its Pro Rata Share of such amount.

   3.3  DRAWINGS AND PAYMENTS AND REIMBURSEMENT OF AMOUNTS PAID UNDER LETTERS
   OF CREDIT.

        A.  RESPONSIBILITY OF ISSUING LENDER WITH RESPECT TO REQUESTS FOR
   DRAWINGS AND PAYMENTS.  In determining whether to honor any drawing or
   request for payment under any Letter of Credit by the beneficiary thereof,
   the Issuing Lender shall be responsible only to determine that the
   documents and certificates required to be delivered under such Letter of
   Credit have been delivered and that they comply on their face with the
   requirements of such Letter of Credit.

        B.  REIMBURSEMENT BY COMPANY OF AMOUNTS PAID UNDER LETTERS OF CREDIT. 
   In the event an Issuing Lender has determined to honor a drawing or request
   for payment under a Letter of Credit issued by it, such Issuing Lender
   shall immediately notify Company and Chase Co-Administrative Agent, and
   Company shall reimburse such Issuing Lender on or before the Business Day
   immediately following the date on which such drawing is honored or such
   payment is made (the applicable "REIMBURSEMENT DATE"), in an amount in same
   day funds equal to the amount of such drawing; provided that, anything
   contained in this Agreement to the contrary notwithstanding, (i) unless
   Company shall have notified Chase Co-Administrative Agent and such Issuing
   Lender prior to 12:00 Noon (New York time) on the date of such drawing or
   request for payment that Company intends to reimburse such Issuing Lender
   for the amount of such honored drawing or payment with funds other than the
   proceeds of Revolving Loans, Company shall be deemed to have given a timely
   Notice of Borrowing to Chase Co-Administrative Agent requesting Lenders to
   make Revolving Loans which are Base Rate Loans, on the applicable
   Reimbursement Date in an amount equal to the amount of such honored drawing
<PAGE>

   or payment and (ii) subject to satisfaction or waiver of the conditions
   specified in subsection 4.4B, Lenders shall, on the applicable
   Reimbursement Date, make Revolving Loans and in the amount of such honored
   drawing or payment, the proceeds of which shall be applied directly by
   Chase Co-Administrative Agent to reimburse such Issuing Lender for the
   amount of such honored drawing or payment; provided further that if for any
   reason proceeds of Revolving Loans are not received by such Issuing Lender
   on the applicable Reimbursement Date in an amount equal to the amount of
   such honored drawing or payment, Company shall reimburse such Issuing
   Lender, on demand, in an amount in Dollars and in same day funds equal to
   the excess of the amount of such honored drawing or payment over the
   aggregate amount of such Revolving Loans, if any, which are so received. 
   Nothing in this subsection 3.3B shall be deemed to relieve any Lender from
   its obligation to make Revolving Loans on the terms and conditions set
   forth in this Agreement, and Company shall retain any and all rights it may
   have against any Lender resulting from the failure of such Lender to make
   such Revolving Loans under this subsection 3.3B.

        C.  PAYMENT BY LENDERS OF UNREIMBURSED PAYMENTS UNDER LETTERS OF
   CREDIT.

             (i)  Payment by Lenders.  In the event that Company shall fail
        for any reason to reimburse any Issuing Lender as provided in
        subsection 3.3B in an amount equal to the amount of any honored
        drawing or payment made by such Issuing Lender under a Letter of
        Credit issued by it, such Issuing Lender shall promptly notify each
        other Lender of the unreimbursed amount of such honored drawing or
        payment and of such other Lender's respective participation therein
        based on such Lender's Pro Rata Share of the Revolving Loan
        Commitments.  Each Lender shall make available to such Issuing Lender
        an amount equal to its respective participation, in same day funds, at
        the office of such Issuing Lender specified in such notice, not later
        than 12:00 Noon (New York time) on the first business day (under the
        laws of the jurisdiction in which such office of such Issuing Lender
        is located) after the date notified by such Issuing Lender.  In the
        event that any Lender fails to make available to such Issuing Lender
        on such business day the amount of such Lender's participation in such
        Letter of Credit as provided in this subsection 3.3C, such Issuing
        Lender shall be entitled to recover such amount on demand from such
        Lender together with interest thereon at the rate customarily used by
        such Issuing Lender for the correction of errors among banks for three
        Business Days and thereafter at the Base Rate.  Nothing in this
        subsection 3.3C shall be deemed to prejudice the right of any Lender
        to recover from any Issuing Lender any amounts made available by such
        Lender to such Issuing Lender pursuant to this subsection 3.3C in the
        event that it is determined by the final judgment of a court of
        competent jurisdiction that the payment with respect to a Letter of
        Credit by such Issuing Lender in respect of which payment was made by
        such Lender constituted gross negligence or willful misconduct on the
        part of such Issuing Lender.

             (ii)  Distribution to Lenders of Reimbursements Received From
        Company.  In the event any Issuing Lender shall have been reimbursed
        by other Lenders pursuant to subsection 3.3C(i) for all or any portion
        of any honored drawing or payment made by such Issuing Lender under a
        Letter of Credit issued by it, such Issuing Lender shall distribute to
        each other Lender which has paid all amounts payable by it under
        subsection 3.3C(i) with respect to such honored drawing or payment
        such other Lender's Pro Rata Share of all payments subsequently
        received by such Issuing Lender from Company in reimbursement of such
        honored drawing or payment when such payments are received.  Any such
        distribution shall be made to a Lender at its primary address set
        forth below its name on the appropriate signature page hereof or at
<PAGE>

        such other address as such Lender may request.

        D.  INTEREST ON AMOUNTS PAID UNDER LETTERS OF CREDIT.

             (i)  Payment of Interest by Company.  Company agrees to pay to
        each Issuing Lender, with respect to drawings honored or payments made
        under any Letters of Credit issued by it, interest on the amount paid
        by such Issuing Lender in respect of each such drawing or payment from
        the date such drawing is honored or payment is made to but excluding
        the date such amount is reimbursed by Company (including any such
        reimbursement out of the proceeds of Revolving Loans pursuant to
        subsection 3.3B) at a rate equal to (a) for the period from the date
        such drawing is honored or payment is made to but excluding the
        applicable Reimbursement Date, the Base Rate plus the Applicable Base
        Rate Margin with respect to Revolving Loans, and (b) thereafter, a
        rate which is 2% per annum in excess of the rate of interest described
        in the foregoing clause (a).  Interest payable pursuant to this
        subsection 3.3D(i) shall be computed on the basis of a 360-day year
        for the actual number of days elapsed in the period during which it
        accrues and shall be payable on demand or, if no demand is made, on
        the date on which the related drawing or payment under a Letter of
        Credit is reimbursed in full.

             (ii)  Distribution of Interest Payments by Issuing Lender. 
        Promptly upon receipt by any Issuing Lender of any payment of interest
        pursuant to subsection 3.3D(i), (a) such Issuing Lender shall
        distribute to each other Lender, out of the interest received by such
        Issuing Lender in respect of the period from the date of the
        applicable honored drawing or payment under a Letter of Credit issued
        by such Issuing Lender to but excluding the date on which such Issuing
        Lender is reimbursed for the amount of such drawing or payment
        (including any such reimbursement out of the proceeds of Revolving
        Loans pursuant to subsection 3.3B), the amount that such other Lender
        would have been entitled to receive in respect of the Letter of Credit
        fee that would have been payable in respect of such Letter of Credit
        for such period pursuant to subsection 3.2 if no drawing had been
        honored or payment had been made under such Letter of Credit, and
        (b) in the event such Issuing Lender shall have been reimbursed by
        other Lenders pursuant to subsection 3.3C(i) for all or any portion of
        such drawing or payment, such Issuing Lender shall distribute to each
        other Lender which has paid all amounts payable by it under subsection
        3.3C(i) with respect to such drawing or payment such other Lender's
        Pro Rata Share of any interest received by such Issuing Lender in
        respect of that portion of such drawing or payment so reimbursed by
        other Lenders for the period from the date on which such Issuing
        Lender was so reimbursed by other Lenders to and including the date on
        which such portion of such drawing or payment is reimbursed by
        Company.  Any such distribution shall be made to a Lender at its
        Lending Office set forth on Schedule 2.1 or at such other address as
        such Lender may request.

   3.4  OBLIGATIONS ABSOLUTE.

        The obligation of Company to reimburse each Issuing Lender for
   drawings honored or payments made under the Letters of Credit issued by it
   and to repay any Revolving Loans made by Lenders pursuant to subsection
   3.3B and the obligations of Lenders under subsection 3.3C(i) shall be
   unconditional and irrevocable and shall be paid strictly in accordance with
   the terms of this Agreement under all circumstances including, without
   limitation, the following circumstances:

             (i)  any lack of validity or enforceability of any Letter of
        Credit;
<PAGE>

             (ii) the existence of any claim, set-off, defense or other right
        which Company or any Lender may have at any time against a beneficiary
        or any transferee of any Letter of Credit (or any Persons for whom any
        such transferee may be acting), any Issuing Lender or other Lender or
        any other Person or, in the case of a Lender, against Company whether
        in connection with this Agreement, the transactions contemplated
        herein or any unrelated transaction (including any underlying
        transaction between Company or one of its Subsidiaries and the
        beneficiary for which any Letter of Credit was procured);

             (iii) any draft, demand, certificate or other document presented
        under any Letter of Credit proving to be forged, fraudulent, invalid
        or insufficient in any respect or any statement therein being untrue
        or inaccurate in any respect;

             (iv) payment by the applicable Issuing Lender under any Letter of
        Credit against presentation of a demand, draft or certificate or other
        document which  does not substantially comply with the terms of such
        Letter of Credit;

             (v) any adverse change in the business, operations, properties,
        assets, condition (financial or otherwise) or prospects of Company or
        any of its Subsidiaries;

             (vi) any breach of this Agreement or any other Loan Document by
        any party thereto;

             (vii) any other circumstance or happening whatsoever, whether or
        not similar to any of the foregoing; or

             (viii) the fact that an Event of Default or a Potential Event of
        Default shall have occurred and be continuing;

   provided, in each case, that payment by the applicable Issuing Lender under
   the applicable Letter of Credit shall not have constituted gross negligence
   or willful misconduct of such Issuing Lender under the circumstances in
   question (as determined by a final judgment of a court of competent
   jurisdiction).

   3.5  INDEMNIFICATION; NATURE OF ISSUING LENDER'S DUTIES.

        A.  INDEMNIFICATION.  In addition to amounts payable as provided in
   subsection 3.6, Company hereby agrees to protect, indemnify, pay and save
   harmless each Issuing Lender from and against any and all claims, demands,
   liabilities, damages, losses, costs, charges and expenses (including
   reasonable fees, expenses and disbursements of counsel and allocated costs
   of internal counsel) which such Issuing Lender may incur or be subject to
   as a consequence, direct or indirect, of (i) the issuance of any Letter of
   Credit by such Issuing Lender, other than as a result of (a) the gross
   negligence or willful misconduct of such Issuing Lender as determined by a
   final judgment of a court of competent jurisdiction or (b) subject to the
   following clause (ii), the wrongful dishonor by such Issuing Lender of a
   proper demand for payment made under any Letter of Credit issued by it or
   (ii) the failure of such Issuing Lender to honor a drawing or other request
   for payment under any such Letter of Credit as a result of any act or
   omission, whether rightful or wrongful, of any present or future de jure or
   de facto government or governmental authority (all such acts or omissions
   herein called "GOVERNMENTAL ACTS").

        B.  NATURE OF ISSUING LENDERS' DUTIES.  As between Company and any
   Issuing Lender, Company assumes all risks of the acts and omissions of, or
   misuse of the Letters of Credit issued by such Issuing Lender by, the
   respective beneficiaries of such Letters of Credit.  In furtherance and not
<PAGE>

   in limitation of the foregoing, such Issuing Lender shall not be
   responsible for:  (i) the form, validity, sufficiency, accuracy, genuine-
   ness or legal effect of any document submitted by any party in connection
   with the application for and issuance of any such Letter of Credit, even if
   it should in fact prove to be in any or all respects invalid, insufficient,
   inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any
   instrument transferring or assigning or purporting to transfer or assign
   any such Letter of Credit or the rights or benefits thereunder or proceeds
   thereof, in whole or in part, which may prove to be invalid or ineffective
   for any reason; (iii) failure of the beneficiary of any such Letter of
   Credit to comply fully with any conditions required in order to draw upon
   such Letter of Credit; (iv) errors, omissions, interruptions or delays in
   transmission or delivery of any messages, by mail, cable, telegraph, telex
   or otherwise, whether or not they be in cipher; (v) errors in interpreta-
   tion of technical terms; (vi) any loss or delay in the transmission or
   otherwise of any document required in order to make a drawing under any
   such Letter of Credit or of the proceeds thereof; (vii) the misapplication
   by the beneficiary of any such Letter of Credit of the proceeds of any
   drawing or payment under such Letter of Credit; or (viii) any consequences
   arising from causes beyond the control of such Issuing Lender, including,
   without limitation, any Governmental Acts, and none of the above shall
   affect or impair, or prevent the vesting of, any of such Issuing Lender's
   rights or powers hereunder.

        In furtherance and extension and not in limitation of the specific
   provisions set forth in the first paragraph of this subsection 3.5B, any
   action taken or omitted by any Issuing Lender under or in connection with
   the Letters of Credit issued by it or any documents and certificates
   delivered thereunder, if taken or omitted in good faith, shall not put such
   Issuing Lender under any resulting liability to Company.

        Notwithstanding anything to the contrary contained in this subsection
   3.5, Company shall retain any and all rights it may have against any
   Issuing Lender for any liability arising solely out of the gross negligence
   or willful misconduct of such Issuing Lender, as determined by a final
   judgment of a court of competent jurisdiction.

   3.6  INCREASED COSTS AND TAXES RELATING TO LETTERS OF CREDIT.

        In the event that any law, treaty or governmental rule, regulation or
   order, or any change therein or in the interpretation, administration or
   application thereof (including the introduction of any new law, treaty or
   governmental rule, regulation or order), or any determination of a court or
   governmental authority, in each case that becomes effective after the
   Closing Date, or compliance by any Issuing Lender or Lender with any
   guideline, request or directive issued or made after the Closing Date by
   any central bank or other governmental or quasi-governmental authority
   (whether or not having the force of law):

             (i)  results in any change in the basis of taxation of such
        Issuing Lender or Lender (or its applicable lending or letter of
        credit office) (other than a change with respect to any Tax on the
        overall net income of such Issuing Lender or Lender) with respect to
        the issuing or maintaining of any Letters of Credit or the purchasing
        or maintaining of any participations therein or any other obligations
        under this Section 3, whether directly or by such being imposed on or
        suffered by any particular Issuing Lender;

             (ii)  imposes, modifies or holds applicable any reserve
        (including, without limitation, any marginal, emergency, supplemental,
        special or other reserve), special deposit, compulsory loan, FDIC
        insurance or similar requirement in respect of any Letters of Credit
        issued by any Issuing Lender or participations therein purchased by
<PAGE>

        any Lender; or

             (iii)  imposes any other condition on or affecting such Issuing
        Lender or Lender (or its applicable lending or letter of credit
        office) regarding this Section 3 or any Letter of Credit or any
        participation therein;

   and the result of any of the foregoing is to increase the cost to such
   Issuing Lender or Lender of agreeing to issue, issuing or maintaining any
   Letter of Credit or agreeing to purchase, purchasing or maintaining any
   participation therein or to reduce any amount received or receivable by
   such Issuing Lender or Lender (or its applicable lending or letter of
   credit office) with respect thereto; then, in any case, Company shall
   promptly pay to such Issuing Lender or Lender, upon receipt of the
   statement referred to in the next sentence, such additional amount or
   amounts (reasonably determined by such Issuing Lender or Lender) as may be
   necessary to compensate such Issuing Lender or Lender for any such
   increased cost or reduction in amounts received or receivable hereunder. 
   Such Issuing Lender or Lender shall deliver to Company a written statement,
   setting forth in reasonable detail the basis for calculating the additional
   amounts owed to such Issuing Lender or Lender under this subsection 3.6,
   which statement shall be prima facie evidence of such additional amounts.


                                    SECTION 4.
                    CONDITIONS TO LOANS AND LETTERS OF CREDIT

        The obligations of Lenders to make (or maintain, as the case may be)
   Loans and the issuance of Letters of Credit hereunder are subject to the
   satisfaction of the following conditions.

   4.1  CONDITIONS TO ADDITIONAL TRANCHE B TERM LOANS.

        The obligations of Lenders to maintain the Existing Loans and the
   Existing Letters of Credit as Loans and Letters of Credit hereunder and to
   make the initial funding of Additional Tranche B Term Loans are, in
   addition to the conditions precedent specified in subsection 4.4 and either
   subsection 4.2 or 4.3, subject to prior or concurrent satisfaction of the
   following conditions:

        A.  COMPANY DOCUMENTS.  On or before the Effective Date, Company shall
   deliver or cause to be delivered to Lenders (or to Chase Co-Administrative
   Agent for Lenders with sufficient originally executed copies, where
   appropriate, for each Lender and its counsel) the following, each, unless
   otherwise noted, dated the Effective Date:

             (i)  Certified copies of its Certificate of Incorporation,
        together with a good standing certificate from the Secretary of State
        of the State of Delaware and each other state in which it is qualified
        as a foreign corporation to do business, each dated a recent date
        prior to the Effective Date;

             (ii) Copies of its Bylaws, certified as of the Effective Date by
        its corporate secretary or an assistant secretary;

             (iii) Resolutions of its Board of Directors approving and
        authorizing the execution, delivery and performance of this Agreement
        and the other Loan Documents and Related Agreements to which it is a
        party, certified as of the Effective Date by its corporate secretary
        or an assistant secretary as being in full force and effect without
        modification or amendment;

             (iv) Signature and incumbency certificates of its officers
<PAGE>

        executing this Agreement and the other Loan Documents;

             (v)  Executed originals of this Agreement and (to the extent not
        previously executed and delivered to Lenders) the other Loan Documents
        to which it is a party; and

             (vi) Such other documents as Agents may reasonably request.

        B.  SUBSIDIARY DOCUMENTS.  On or before the Effective Date, Company
   shall deliver or cause to be delivered to Lenders (or to Chase Co-
   Administrative Agent for Lenders with sufficient originally executed
   copies, where appropriate, for each Lender and its counsel) the following,
   each, unless otherwise noted, dated the Effective Date:

             (i)  Certified copies of the Certificate of Incorporation (or
        equivalent organizational document) of each domestic corporate Wholly
        Owned Subsidiary of Company (or, in lieu thereof, a certificate of the
        corporate secretary of such Subsidiary certifying as of the Effective
        Date that its Certificate of Incorporation delivered on the Closing
        Date pursuant to subsection 4.1 of the Existing Credit Agreement is in
        full force and effect without modification or amendment), together
        with a good standing certificate from the secretary of state of its
        jurisdiction of incorporation and each other state in which it is
        qualified as a foreign corporation to do business (except any such
        other state or states in which failure to be so qualified could not,
        individually or in the aggregate, reasonably be expected to have a
        Material Adverse Effect), each dated a recent date prior to the
        Effective Date;

             (ii)  Copies of the Bylaws of each such domestic corporate Wholly
        Owned Subsidiary of Company, certified as of the Effective Date by its
        corporate secretary, or an assistant secretary (or, in lieu thereof, a
        certificate of such secretary certifying as of the Effective Date that
        the Bylaws of such Subsidiary delivered on the Closing Date pursuant
        to subsection 4.1 of the Existing Credit Agreement are in full force
        and effect without modification or amendment);

             (iii) Resolutions of the Board of Directors of each such domestic
        corporate Wholly Owned Subsidiary of Company approving and authorizing
        the execution, delivery and performance of the Subsidiary Guaranty,
        the Security Agreement, the Pledge Agreement, the Trademark Security
        Agreement, the Limited Partnership Security Agreement (as applicable)
        and the other Loan Documents and Related Agreements to which such
        Subsidiary is party, certified as of the Effective Date by its
        corporate secretary or an assistant secretary as being in full force
        and effect without modification or amendment;

             (iv) Conformed copies of the partnership agreement of each
        domestic Subsidiary of Company that is a partnership, certified by
        each general partner of such partnership Subsidiary as of the
        Effective Date as being in full force and effect without modification
        or amendment (or, in lieu thereof, a certificate of such general
        partner certifying as of the Effective Date that the partnership
        agreement of such partnership Subsidiary delivered on the Closing Date
        pursuant to subsection 4.1 of the Existing Credit Agreement is in full
        force and effect without modification or amendment);

             (v)  Certificates of limited partnership or statements of
        partnership, as applicable, of each such Subsidiary of Company that is
        a partnership, certified by the Secretary of State (or similar
        official) of its jurisdiction of formation (or, in lieu thereof, a
        certificate of the general partner of such partnership Subsidiary
        certifying as of the Effective Date that the certificate of limited
<PAGE>

        partnership or statement of partnership of such Subsidiary delivered
        on the Closing Date pursuant to subsection 4.1 of the Existing Credit
        Agreement is in full force and effect without modification or
        amendment), and a certificate of existence or good standing, as the
        case may be, from the Secretary of State (or similar official) of such
        jurisdiction, together with a certificate or other evidence of good
        standing from the secretary of state of each other state in which it
        is authorized as a foreign limited partnership to do business (except
        any such other state or states in which failure to be so qualified
        could not, individually or in the aggregate, reasonably be expected to
        have a Material Adverse Effect), each dated as of a recent date prior
        to the Effective Date;

             (vi)  All documents executed by the appropriate partners
        approving or authorizing the execution, delivery and performance of
        the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement,
        the Trademark Security Agreement, the Limited Partnership Security
        Agreement (as applicable) and the other Loan Documents and Related
        Agreements to which such Subsidiary is a party, each certified as of
        the Effective Date by the general partner of such partnership
        Subsidiary or other Loan Party;

             (vii)  Signature and incumbency certificates of its officers,
        partners or other Persons executing the Subsidiary Guaranty, the
        Security Agreement, the Pledge Agreement, the Trademark Security
        Agreement, the Limited Partnership Security Agreement (as applicable)
        and the other Loan Documents to which such Subsidiary is party;

             (viii)  Executed originals (to the extent not previously executed
        and delivered to Lenders) of the Subsidiary Guaranty, the Security
        Agreement, the Pledge Agreement and the other Loan Documents to which
        any corporate or partnership Subsidiary of Company is a party; and

             (ix)  Such other documents as Agents may reasonably request.

        C.  NO MATERIAL ADVERSE EFFECT.  Since December 31, 1996, no Material
   Adverse Effect (in the sole opinion of Arranging Agents) shall have
   occurred.

        D.  NECESSARY CONSENTS.  Company shall have obtained all consents
   necessary or advisable in connection with the transactions contemplated by
   the Loan Documents and Related Agreements to occur on or prior to the
   Effective Date and the continued operation of the business conducted by
   Company and its Subsidiaries, and each of the foregoing shall be in full
   force and effect and in form and substance satisfactory to Arranging Agents
   (except as disclosed to and approved by Arranging Agents).

        E.  [INTENTIONALLY OMITTED].

        F.  [INTENTIONALLY OMITTED].

        G.  OPINIONS OF LOAN PARTIES' COUNSEL.  Lenders and their respective
   counsel shall have received originally executed copies of one or more
   favorable written opinions of White & Case and Bryan Cave LLP, counsel for
   the Loan Parties, in form and substance reasonably satisfactory to
   Arranging Agents and their counsel, dated as of the Effective Date and
   setting forth substantially the matters in the opinions designated in
   Exhibit XI annexed hereto and as to such other matters as Arranging Agents
   acting on behalf of Lenders may reasonably request.  Company hereby
   requests that such counsel deliver such opinions on the Effective Date to
   Agents and Lenders.

        H.  FEES.  Company shall have paid to Agents, for distribution (as
<PAGE>

   appropriate hereunder or under the terms of the Existing Credit Agreement,
   as the case may be) to Agents and Lenders, the fees payable on the
   Effective Date referred to in subsection 2.3C.

        I.  [INTENTIONALLY OMITTED].

        J.  CORPORATE STRUCTURE; MANAGEMENT.

             (i)  Corporate Structure.  The corporate organizational
        structure, capital structure and ownership of Company and its
        Subsidiaries, after giving effect to the NSA Acquisition and the
        Accelerated Acquisition, shall be as set forth on Schedule 4.1J
        annexed hereto.

             (ii) Management.  The management structure of Company after
        giving effect to the NSA Acquisition and the Accelerated Acquisition
        shall be as set forth on Schedule 4.1J annexed hereto.

        K.  BUSINESS PLAN.  Arranging Agents shall have received a business
   plan in form, scope and substance reasonably satisfactory to Arranging
   Agents submitted by management of Company and its Subsidiaries with respect
   to the incorporation of the Accelerated Acquired Assets and the NSA
   Acquired Assets into Company's existing business.

        L.  REPAYMENT OF SWING LINE LOANS.  On the Effective Date, immediately
   before and after giving effect to any borrowings hereunder on such date, no
   Swing Line Loans shall be outstanding.

        M.  NO EVENT OF DEFAULT.  Company shall have delivered to Chase Co-
   Administrative Agent an Officer's Certificate, in form and substance
   satisfactory to Chase Co-Administrative Agent, to the effect that
   immediately prior to the Effective Date, no event has occurred and is
   continuing that would constitute an Event of Default or Potential Event of
   Default under the Existing Credit Agreement.

        N.  COMPLETION OF PROCEEDINGS.  All corporate and other proceedings
   taken or to be taken in connection with the transactions contemplated
   hereby and all documents incidental thereto not previously found acceptable
   by Arranging Agents, acting on behalf of Requisite Lenders, and their
   counsel shall be satisfactory in form and substance to Arranging Agents and
   such counsel, and Arranging Agents and such counsel shall have received all
   such counterpart originals or certified copies of such documents as
   Arranging Agents may reasonably request.

        Each Lender, by delivering its signature page to this Agreement and,
   in the case of Lenders having Tranche B Term Loan Exposure, funding its
   Tranche B Term Loan Commitment with respect to either the Accelerated
   Acquisition Loans or the NSA Acquisition Loans on the Effective Date, shall
   be deemed to have acknowledged receipt of, and consented to and approved
   (as long as substantially in the form delivered to Lenders including any
   changed pages thereto delivered to Lenders), each Loan Document and each
   other document required to be approved by Requisite Lenders or Lenders, as
   applicable.

   4.2  CONDITIONS TO ACCELERATED ACQUISITION LOANS.

        The obligations of Lenders to make the Accelerated Acquisition Loans
   are, in addition to the conditions precedent specified in subsections 4.1
   and 4.4, subject to satisfaction of the following conditions:

        A.  NO MATERIAL ADVERSE EFFECT.  Since July 31, 1997, there shall not
   have been an adverse change, or any development involving a prospective
   adverse change, in or affecting the Accelerated Acquired Assets or the
<PAGE>

   general affairs, management, financial position, shareholders' equity or
   results of operation of Accelerated and its Subsidiaries which is, in the
   reasonable judgment of Arranging Agents, Co-Administrative Agents or
   Requisite Lenders, material.

        B.  ACCELERATED ACQUISITION AGREEMENT.  On the Funding Date for the
   Accelerated Acquisition Loans, (i) Arranging Agents shall have received
   executed or conformed copies of the Accelerated Acquisition Agreement and
   any amendments thereto and documents executed in connection therewith,
   (ii) the Accelerated Acquisition Agreement shall be in full force and
   effect and no term or condition thereof shall have been amended, modified
   or waived after the execution thereof except with the prior written consent
   of Arranging Agents, (iii) the parties thereto shall not have failed in any
   material respect to perform any material obligation or covenant required by
   the Accelerated Acquisition Agreement to be performed or complied with by
   any of them on or before the Funding Date for the Accelerated Acquisition
   Loans, and (iv) Arranging Agents shall have received an Officer's
   Certificate from Company to the effect set forth in clauses (ii) and (iii). 
   In addition, all opinions by counsel delivered in connection with the
   Accelerated Acquisition to Company or any of its Subsidiaries shall be, to
   the extent agreed to by the person delivering such opinion, addressed to
   Agents and Lenders or accompanied by written authorization from each person
   delivering such an opinion stating that Agents and Lenders may rely on such
   opinion as though it were addressed to them.

        C.  CONSUMMATION OF ACCELERATED ACQUISITION.

             (i)  All conditions to the Accelerated Acquisition set forth in
        the Accelerated Acquisition Agreement shall have been satisfied or the
        fulfillment of any such conditions shall have been waived with the
        consent of Arranging Agents;

             (ii) Arranging Agents shall have received evidence in form and
        substance satisfactory to Arranging Agents that the Accelerated
        Acquisition shall become effective in accordance with the terms of the
        Accelerated Acquisition Agreement immediately upon the Funding Date
        for the Accelerated Acquisition Loans;

             (iii) the aggregate cash consideration paid to Accelerated in
        connection with the Accelerated Acquisition shall not exceed
        $32,000,000;

             (iv) Transaction Costs relating to the Accelerated Acquisition,
        together with Transaction Costs relating to the NSA Acquisition (if
        the NSA Acquisition precedes the Accelerated Acquisition), shall not
        exceed $2,500,000, and Arranging Agents shall have received evidence
        satisfactory in form and substance to Arranging Agents to such effect:
        and

             (v)  Arranging Agents shall have received an Officer's
        Certificate of Company to the effect set forth in clauses (i)-(iv)
        above and stating that Company will proceed to consummate the
        Accelerated Acquisition immediately upon the making of the Accelerated
        Acquisition Loans.

        D.  FINANCIAL STATEMENTS; PRO FORMA BALANCE SHEET.  On or before the
   Funding Date for the Accelerated Acquisition Loans, Lenders shall have
   received from Company (i) financial statements of Accelerated and its
   Subsidiaries for the seven-month period ending July 31, 1997, consisting of
   a balance sheet and the related consolidated statements of income,
   stockholders' equity and cash flows for such seven-month period, all in
   reasonable detail and prepared in accordance with GAAP and certified by the
   chief financial officer of Company that they fairly present the financial
<PAGE>

   condition of Accelerated and its Subsidiaries as at the date indicated and
   the results of their operations and cash flows for the period indicated,
   subject to changes resulting from audit and normal year-end adjustments,
   and (ii) pro forma consolidated and consolidating balance sheets of Company
   and its Subsidiaries as at July 31, 1997 prepared in accordance with GAAP
   and reflecting the consummation of the Accelerated Acquisition, the related
   financings and the other transactions contemplated by the Loan Documents
   and the Accelerated Acquisition Agreement, which pro forma balance sheets
   shall be in form and substance satisfactory to Requisite Lenders.

        E.  REPAYMENT OF EXISTING DEBT.  All Indebtedness of Accelerated and
   its Subsidiaries (other than Indebtedness in an aggregate amount not
   exceeding $1,250,000 identified in a schedule delivered by Company to
   Arranging Agents prior to the Funding Date for the Accelerated Acquisition,
   the terms and conditions of which Indebtedness shall be in form and
   substance satisfactory to Arranging Agents (it being understood that such
   schedule shall be deemed to supplement Schedule 7.1 annexed hereto for all
   purposes of this Agreement)) shall have been paid in full, redeemed or
   defeased, any commitments to lend thereunder shall have been terminated,
   all security interests created to secure the obligations arising in
   connection therewith shall have been terminated or effectively assigned to
   Collateral Agent for the benefit of Agents and Lenders, and Company shall
   have delivered to Chase Co-Administrative Agent UCC-3 termination state-
   ments or assignments (or comparable forms) and any and all other
   instruments of release, satisfaction, assignment and/or reconveyance (or
   evidence of the filing thereof) as may be necessary or advisable to
   terminate or assign to Agents and Lenders all such security interests and
   all other security interests in the Collateral.

        F.  NECESSARY CONSENTS.  Company shall have obtained all material
   consents necessary or advisable in connection with the Accelerated
   Acquisition, the transactions contemplated by the Loan Documents and
   Related Agreements to occur on or prior to the Funding Date for the
   Accelerated Acquisition Loans and the continued operation of the business
   conducted by Company and its Subsidiaries, and each of the foregoing shall
   be in full force and effect and in form and substance satisfactory to
   Arranging Agents (except as disclosed to and approved by Arranging Agents). 
   All applicable waiting periods shall have expired without any action being
   taken or threatened by any competent authority which would restrain,
   prevent or otherwise impose adverse conditions on the Accelerated
   Acquisition or the financing thereof, and no action, request for stay,
   petition for review or rehearing, reconsideration or appeal shall be
   pending and any time for agency action to set aside its consent on its own
   motion shall have expired.

        G.  REPAYMENT OF REVOLVING LOANS.  On the Funding Date for the
   Accelerated Acquisition Loans, Arranging Agents shall have received
   evidence reasonably satisfactory to them that after giving effect to the
   payment of consideration for the Accelerated Acquisition, the repayment of
   existing Indebtedness of Accelerated and the payment of Transaction Costs,
   the remaining proceeds of the Accelerated Acquisition Loans shall be
   applied on such date to repay Revolving Loans.

        H.  PERFECTION OF SECURITY INTERESTS IN PERSONAL PROPERTY AND MIXED
   COLLATERAL.  Company shall have taken or caused to be taken such actions in
   such a manner so that Collateral Agent has, for the benefit of Agents and
   Lenders, a valid and perfected first priority security interest in the
   entire personal property and mixed Collateral (subject to Liens permitted
   by this Agreement).  Such actions shall include:  (i) the delivery pursuant
   to the applicable Collateral Documents of all promissory notes or other
   instruments (duly endorsed, where appropriate, in a manner reasonably
   satisfactory to Chase Co-Administrative Agent) evidencing any Collateral;
   (ii) delivery to Agents of (a) the results of a recent search, by a Person
<PAGE>

   satisfactory to Agents, of all effective UCC financing statements and
   fixture filings and all judgment and tax lien filings which may have been
   made with respect to any personal or mixed property of Accelerated and its
   Subsidiaries, together with copies of all such filings disclosed by such
   search; (iii) the delivery to Chase Co-Administrative Agent of UCC
   financing statements executed by the applicable Loan Parties as to all such
   Collateral granted by such Loan Parties for all jurisdictions as may be
   necessary or desirable to perfect Collateral Agent's security interest in
   such Collateral; and (iv) the delivery to Chase Co-Administrative Agent of
   evidence reasonably satisfactory to Chase Co-Administrative Agent that all
   other filings (including, without limitation, UCC-3 termination statements
   and filings with the United States Patent and Trademark Office of trademark
   assignments for all trademarks used by Company and its Subsidiaries
   registered in the United States), recordings and other actions that either
   Chase Co-Administrative Agent or Collateral Agent deems necessary or
   advisable to establish, preserve and perfect the first priority Liens
   (subject to Liens consented to in writing by Co-Administrative Agents and
   Requisite Lenders or permitted by subsection 7.2 with respect to such
   Collateral) granted to Collateral Agent in personal and mixed property
   shall have been made.

        I.  ENVIRONMENTAL REPORTS.  Lenders shall have received reports and/or
   other information reasonably satisfactory to Arranging Agents regarding
   environmental matters with respect to the Accelerated Acquired Assets.

        J.  TRANSACTION COSTS.  Company shall have delivered to Co-
   Administrative Agents and Lenders a schedule, in a form satisfactory to Co-
   Administrative Agents, setting forth Company's reasonable best estimate of
   the Transaction Costs (other than amounts payable to Agents and Lenders)
   relating to the Accelerated Acquisition.

        K.  FINANCIAL CONDITION CERTIFICATE.  Company shall have delivered to
   Co-Administrative Agents and Lenders a certificate from the chief financial
   officer of Company, in form, scope and substance satisfactory to Arranging
   Agents, with appropriate attachments demonstrating that, after giving
   effect to the consummation of the Accelerated Acquisition and the making of
   the Accelerated Acquisition Loans, Company and its Subsidiaries are
   Solvent.

        L.  REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS.  Compa-
   ny shall have delivered to Chase Co-Administrative Agent an Officer's
   Certificate, in form and substance satisfactory to Chase Co-Administrative
   Agent, to the effect that the representations and warranties in Section 5
   hereof are true and correct in all material respects on and as of the
   Funding Date for the Accelerated Acquisition Loans to the same extent as
   though made on and as of such date and that Company shall have performed in
   all material respects all agreements and satisfied all conditions which
   this Agreement provides shall be performed or satisfied by them on or
   before such date, except as otherwise disclosed to and agreed to in writing
   by Chase Co-Administrative Agent.

   4.3  CONDITIONS TO NSA ACQUISITION LOANS.

        The obligations of Lenders to make the NSA Acquisition Loans are, in
   addition to the conditions precedent specified in subsections 4.1 and 4.4,
   subject to satisfaction of the following conditions:

        A.  NO MATERIAL ADVERSE EFFECT.  Since December 31, 1996, there shall
   not have been an adverse change, or any development involving a prospective
   adverse change, in or affecting the NSA Acquired Assets or the general
   affairs, management, financial position, shareholders' equity or results of
   operation of NSA and its Subsidiaries which is, in the reasonable judgment
   of Arranging Agents, Co-Administrative Agents or Requisite Lenders,
<PAGE>

   material.

        B.  NSA ACQUISITION AGREEMENT.  On the Funding Date for the NSA
   Acquisition Loans, (i) Arranging Agents shall have received executed or
   conformed copies of the NSA Acquisition Agreement and any amendments
   thereto and documents executed in connection therewith, (ii) the NSA
   Acquisition Agreement shall be in full force and effect and no term or
   condition thereof shall have been amended, modified or waived after the
   execution thereof except with the prior written consent of Arranging
   Agents, (iii) the parties thereto shall not have failed in any material
   respect to perform any material obligation or covenant required by the NSA
   Acquisition Agreement to be performed or complied with by any of them on or
   before the Funding Date for the NSA Acquisition Loans, and (iv) Arranging
   Agents shall have received an Officer's Certificate from Company to the
   effect set forth in clauses (ii) and (iii).  In addition, all opinions by
   counsel delivered in connection with the NSA Acquisition to Company or any
   of its Subsidiaries shall be, to the extent agreed to by the person
   delivering such opinion, addressed to Agents and Lenders or accompanied by
   written authorization from each person delivering such an opinion stating
   that Agents and Lenders may rely on such opinion as though it were
   addressed to them.

        C.  CONSUMMATION OF NSA ACQUISITION.

             (i)  All conditions to the NSA Acquisition set forth in the NSA
        Acquisition Agreement shall have been satisfied or the fulfillment of
        any such conditions shall have been waived with the consent of
        Arranging Agents;

             (ii) Arranging Agents shall have received evidence in form and
        substance satisfactory to Arranging Agents that the NSA Acquisition
        shall become effective in accordance with the terms of the NSA
        Acquisition Agreement immediately upon the Funding Date for the NSA
        Acquisition Loans;

             (iii) the aggregate cash consideration paid to NSA in connection
        with the NSA Acquisition shall not exceed $21,000,000;

             (iv) Transaction Costs relating to the NSA Acquisition, together
        with Transaction Costs relating to the Accelerated Acquisition (if the
        Accelerated Acquisition precedes the NSA Acquisition), shall not
        exceed $2,500,000, and Arranging Agents shall have received evidence
        satisfactory in form and substance to Arranging Agents to such effect:
        and

             (v) Arranging Agents shall have received an Officer's Certificate
        of Company to the effect set forth in clauses (i)-(iv) above and
        stating that Company will proceed to consummate the NSA Acquisition
        immediately upon the making of the NSA Acquisition Loans.

        D.  FINANCIAL STATEMENTS; PRO FORMA BALANCE SHEET.  On or before the
   Funding Date for the NSA Acquisition Loans, Lenders shall have received
   from Company (i) financial statements of NSA and its Subsidiaries for its
   fiscal year ending December 31, 1995, consisting of balance sheets and the
   related consolidated statements of income, stockholders' equity and cash
   flows for such fiscal year, (ii) audited financial statements of NSA and
   its Subsidiaries for its fiscal year ending December 31, 1996, consisting
   of balance sheets and the related consolidated statements of income,
   stockholders' equity and cash flows for such fiscal year, and (iii)
   unaudited financial statements of NSA and its Subsidiaries for the seven-
   month period ending July 31, 1997, consisting of a balance sheet and the
   related consolidated statements of income, stockholders' equity and cash
   flows for such seven-month period, all in reasonable detail and prepared in
<PAGE>

   accordance with GAAP and certified by the chief financial officer of
   Company that they fairly present the financial condition of NSA and its
   Subsidiaries as at the dates indicated and the results of their operations
   and cash flows for the periods indicated, subject to changes resulting from
   audit and normal year-end adjustments, and (iv) pro forma consolidated and
   consolidating balance sheets of Company and its Subsidiaries as at July 31,
   1997 prepared in accordance with GAAP and reflecting the consummation of
   the NSA Acquisition, the related financings and the other transactions
   contemplated by the Loan Documents and the NSA Acquisition Agreement, which
   pro forma balance sheets shall be in form and substance satisfactory to
   Requisite Lenders.

        E.  REPAYMENT OF EXISTING DEBT.  All Indebtedness of NSA and its
   Subsidiaries (other than Indebtedness in an aggregate amount not exceeding
   $250,000 identified in a schedule delivered by Company to Arranging Agents
   prior to the Funding Date for the NSA Acquisition, the terms and conditions
   of which Indebtedness shall be in form and substance satisfactory to
   Arranging Agents (it being understood that such schedule shall be deemed to
   supplement Schedule 7.1 annexed hereto for all purposes of this Agreement))
   shall have been paid in full, redeemed or defeased, any commitments to lend
   thereunder shall have been terminated, all security interests created to
   secure the obligations arising in connection therewith shall have been
   terminated or effectively assigned to Collateral Agent for the benefit of
   Agents and Lenders, and Company shall have delivered to Chase Co-
   Administrative Agent UCC-3 termination statements or assignments (or
   comparable forms) and any and all other instruments of release,
   satisfaction, assignment and/or reconveyance (or evidence of the filing
   thereof) as may be necessary or advisable to terminate or assign to Agents
   and Lenders all such security interests and all other security interests in
   the Collateral.

        F.  NECESSARY CONSENTS.  Company shall have obtained all material
   consents necessary or advisable in connection with the NSA Acquisition, the
   transactions contemplated by the Loan Documents and Related Agreements to
   occur on or prior to the Funding Date for the NSA Acquisition Loans and the
   continued operation of the business conducted by Company and its
   Subsidiaries, and each of the foregoing shall be in full force and effect
   and in form and substance satisfactory to Arranging Agents (except as
   disclosed to and approved by Arranging Agents).  All applicable waiting
   periods shall have expired without any action being taken or threatened by
   any competent authority which would restrain, prevent or otherwise impose
   adverse conditions on the NSA Acquisition or the financing thereof, and no
   action, request for stay, petition for review or rehearing, reconsideration
   or appeal shall be pending and any time for agency action to set aside its
   consent on its own motion shall have expired.

        G.  REPAYMENT OF REVOLVING LOANS.  On the Funding Date for the NSA
   Acquisition Loans, Arranging Agents shall have received evidence reasonably
   satisfactory to them that after giving effect to the payment of
   consideration for the NSA Acquisition, the repayment of existing
   Indebtedness of NSA and the payment of Transaction Costs, the remaining
   proceeds of the NSA Acquisition Loans shall be applied on such date to
   repay Revolving Loans.

        H.  PERFECTION OF SECURITY INTERESTS IN PERSONAL PROPERTY AND MIXED
   COLLATERAL.  Company shall have taken or caused to be taken such actions in
   such a manner so that Collateral Agent has, for the benefit of Agents and
   Lenders, a valid and perfected first priority security interest in the
   entire personal property and mixed Collateral (subject to Liens permitted
   by this Agreement).  Such actions shall include:  (i) the delivery pursuant
   to the applicable Collateral Documents of all promissory notes or other
   instruments (duly endorsed, where appropriate, in a manner reasonably
   satisfactory to Chase Co-Administrative Agent) evidencing any Collateral;
<PAGE>

   (ii) delivery to Agents of (a) the results of a recent search, by a Person
   satisfactory to Agents, of all effective UCC financing statements and
   fixture filings and all judgment and tax lien filings which may have been
   made with respect to any personal or mixed property of NSA and its
   Subsidiaries, together with copies of all such filings disclosed by such
   search; (iii) the delivery to Chase Co-Administrative Agent of UCC
   financing statements executed by the applicable Loan Parties as to all such
   Collateral granted by such Loan Parties for all jurisdictions as may be
   necessary or desirable to perfect Collateral Agent's security interest in
   such Collateral; and (iv) the delivery to Chase Co-Administrative Agent of
   evidence reasonably satisfactory to Chase Co-Administrative Agent that all
   other filings (including, without limitation, UCC-3 termination statements
   and filings with the United States Patent and Trademark Office of trademark
   assignments for all trademarks used by Company and its Subsidiaries
   registered in the United States), recordings and other actions that either
   Chase Co-Administrative Agent or Collateral Agent deems necessary or
   advisable to establish, preserve and perfect the first priority Liens
   (subject to Liens consented to in writing by Co-Administrative Agents and
   Requisite Lenders or permitted by subsection 7.2 with respect to such
   Collateral) granted to Collateral Agent in personal and mixed property
   shall have been made.

        I.  ENVIRONMENTAL REPORTS.  Lenders shall have received reports and/or
   other information reasonably satisfactory to Arranging Agents regarding
   environmental matters with respect to the NSA Acquired Assets.

        J.  TRANSACTION COSTS.  Company shall have delivered to Co-
   Administrative Agents and Lenders a schedule, in a form satisfactory to Co-
   Administrative Agents, setting forth Company's reasonable best estimate of
   the Transaction Costs (other than amounts payable to Agents and Lenders)
   relating to the NSA Acquisition.

        K.  FINANCIAL CONDITION CERTIFICATE.  Company shall have delivered to
   Co-Administrative Agents and Lenders a certificate from the chief financial
   officer of Company, in form, scope and substance satisfactory to Arranging
   Agents, with appropriate attachments demonstrating that, after giving
   effect to the consummation of the NSA Acquisition and the making of the NSA
   Acquisition Loans, Company and its Subsidiaries are Solvent.

        L.  REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS.  Compa-
   ny shall have delivered to Chase Co-Administrative Agent an Officer's
   Certificate, in form and substance satisfactory to Chase Co-Administrative
   Agent, to the effect that the representations and warranties in Section 5
   hereof are true and correct in all material respects on and as of the
   Funding Date for the NSA Acquisition Loans to the same extent as though
   made on and as of such date and that Company shall have performed in all
   material respects all agreements and satisfied all conditions which this
   Agreement provides shall be performed or satisfied by them on or before
   such date, except as otherwise disclosed to and agreed to in writing by
   Chase Co-Administrative Agent.

        Notwithstanding anything in this subsection 4.3 to the contrary, in
   the event NSA shall have been acquired under the NSA Acquisition Agreement
   in accordance with the terms of the Existing Credit Agreement prior to the
   initial Funding Date for the Acquisition Loans, all of the conditions
   precedent to the obligations of the Lenders to make the NSA Acquisition
   Loans set forth in this subsection 4.3 shall be deemed satisfied.

        Notwithstanding anything herein to the contrary, it is understood and
   agreed that the documents and other items described in subsection 6.12
   shall be delivered after the Funding Date for the NSA Acquisition Loans in
   accordance with subsection 6.12.
<PAGE>

   4.4  CONDITIONS TO ALL LOANS.

        The obligations of Lenders to make Loans on each Funding Date are
   subject to the following further conditions precedent:

        A.  Chase Co-Administrative Agent shall have received on or before
   that Funding Date, in accordance with the provisions of subsection 2.1B, an
   originally executed Notice of Borrowing, signed by the chief executive
   officer, the chief financial officer or the controller of Company or by any
   executive officer of Company designated by any of the above-described
   officers on behalf of Company in a writing delivered to Chase Co-
   Administrative Agent.

        B.  As of that Funding Date:

             (i)  The representations and warranties contained herein and in
        the other Loan Documents shall be true and correct in all material
        respects on and as of that Funding Date to the same extent as though
        made on and as of that date, except to the extent such representations
        and warranties specifically relate to an earlier date, in which case
        such representations and warranties shall have been true and correct
        in all material respects on and as of such earlier date;

             (ii) No event shall have occurred and be continuing or would
        result from the consummation of the borrowing contemplated by such
        Notice of Borrowing that would constitute an Event of Default or a
        Potential Event of Default;

             (iii) Each Loan Party shall have performed in all material
        respects all agreements and satisfied all conditions which this
        Agreement and the other Loan Documents provide shall be performed or
        satisfied by it on or before that Funding Date;

             (iv) No order, judgment or decree of any court, arbitrator or
        governmental authority shall purport to enjoin or restrain any Lender
        from making the Loans to be made by it, on that Funding Date;

             (v) The making of the Loans requested on such Funding Date shall
        not violate any law including, without limitation, Regulation G,
        Regulation T, Regulation U or Regulation X of the Board of Governors
        of the Federal Reserve System; and

             (vi) There shall not be pending or, to the knowledge of Company,
        threatened, any action, suit, proceeding, governmental investigation
        or arbitration against or affecting Company or any of its Subsidiaries
        or any property of Company or any of its Subsidiaries that has not
        been disclosed by Company in writing and that is required to be so
        disclosed pursuant to subsection 5.6 or 6.1(x) prior to the making of
        the last preceding Loans (or, in the case of the Additional Tranche B
        Term Loans, prior to the execution of this Agreement), and there shall
        have occurred no development not so disclosed in any such action,
        suit, proceeding, governmental investigation or arbitration so
        disclosed that, in either event, in the opinion of Chase Co-
        Administrative Agent or of Requisite Lenders, would be expected to
        have a Material Adverse Effect; and no injunction or other restraining
        order shall have been issued and no hearing to cause an injunction or
        other restraining order to be issued shall be pending or noticed with
        respect to any action, suit or proceeding seeking to enjoin or
        otherwise prevent the consummation of, or to recover any damages or
        obtain relief as a result of, the transactions contemplated by this
        Agreement or the making of Loans hereunder.

   4.5  CONDITIONS TO LETTERS OF CREDIT.
<PAGE>

        The issuance of any Letter of Credit hereunder (whether or not the
   applicable Issuing Lender is obligated to issue such Letter of Credit) is
   subject to the following conditions precedent:

        A.  On or before the date of issuance of the initial Letter of Credit
   pursuant to this Agreement, the initial Loans shall have been made.

        B.  On or before the date of issuance of such Letter of Credit, Chase
   Co-Administrative Agent shall have received, in accordance with the
   provisions of subsection 3.1B(i), an originally executed Notice of Issuance
   of Letter of Credit, signed by the chief executive officer, the chief
   financial officer or the controller of Company or by any executive officer
   of Company designated by any of the above-described officers on behalf of
   Company in a writing delivered to Chase Co-Administrative Agent, together
   with all other information specified in subsection 3.1B(i) and such other
   documents or information as the applicable Issuing Lender may reasonably
   require in connection with the issuance of such Letter of Credit.

        C.  On the date of issuance of such Letter of Credit, all conditions
   precedent described in subsection 4.4B shall be satisfied to the same
   extent as if the issuance of such Letter of Credit were the making of a
   Loan and the date of issuance of such Letter of Credit were a Funding Date.


                                    SECTION 5.
                          REPRESENTATIONS AND WARRANTIES

        In order to induce Lenders to enter into this Agreement and to make
   (or maintain, as the case may be) the Loans, to induce Issuing Lender to
   issue (or maintain, as the case may be) Letters of Credit and to induce
   other Lenders to purchase participations therein, Company represents and
   warrants to each Lender, on the date of this Agreement, on the Effective
   Date, on each Funding Date, and on the date of issuance of each Letter of
   Credit, that the following statements are true and correct:

   5.1  ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING, BUSINESS AND
   SUBSIDIARIES.

        A.  ORGANIZATION AND POWERS.  Each Corporate Loan Party is a
   corporation duly organized, validly existing and in good standing under the
   laws of its state of incorporation.  Each Partnership Loan Party is a duly
   organized and validly existing limited partnership under the laws of its
   jurisdiction of formation and is in good standing in such jurisdiction. 
   Each Loan Party has all requisite corporate or partnership (as applicable)
   power and authority to own and operate its properties, to carry on its
   business as now conducted and as proposed to be conducted, to enter into
   the Loan Documents and to carry out the transactions contemplated thereby. 
   Company has all requisite corporate power and authority to issue and pay
   the Notes.

        B.  QUALIFICATION AND GOOD STANDING.  Each Corporate Loan Party is
   qualified to do business and in good standing, and each Partnership Loan
   Party is authorized as a foreign limited partnership to do business, in
   every jurisdiction where its assets are located and wherever necessary to
   carry out its business and operations, except in jurisdictions where the
   failure to be so qualified, authorized or in good standing has not had and
   will not have a Material Adverse Effect.

        C.  CONDUCT OF BUSINESS.  Company and its Subsidiaries are engaged
   only in the businesses permitted to be engaged in pursuant to subsection
   7.11.

        D.  COMPANY AND SUBSIDIARIES.  All of the Subsidiaries of Company as
<PAGE>

   of the Effective Date after giving effect to the acquisition occurring on
   such date are identified in Schedule 5.1 annexed hereto.  The capital stock
   of each of the domestic Subsidiaries of Company identified in Schedule 5.1
   annexed hereto which are corporations is duly authorized, validly issued,
   fully paid and nonassessable and none of such capital stock constitutes
   Margin Stock.  The limited and general partnership interests of each of the
   subsidiaries of Company identified in Schedule 5.1 annexed hereto which are
   limited partnerships are duly and validly issued.  Company and each of the
   domestic Subsidiaries of Company identified in Schedule 5.1 annexed hereto
   are duly organized, validly existing and in good standing under the laws of
   their respective jurisdictions of incorporation or formation set forth
   therein, have full corporate or partnership (as applicable) power and
   authority to own their assets and properties and to operate their business
   as presently owned and conducted and as proposed to be conducted, and are
   qualified to do business and in good standing in every jurisdiction where
   their assets are located and wherever necessary to carry out their business
   and operations, in each case except where failure to be so qualified or in
   good standing or a lack of such corporate power and authority has not had
   and will not have a Material Adverse Effect.  Schedule 5.1 annexed hereto
   correctly sets forth the ownership interest of Company in each of its
   Subsidiaries identified therein.

   5.2  AUTHORIZATION OF BORROWING, ETC.

        A.  AUTHORIZATION OF BORROWING.  The execution, delivery and
   performance of the Loan Documents and the Related Agreements and the
   issuance, delivery and payment of the Notes have been duly authorized by
   all necessary corporate and/or partnership (as applicable) action on the
   part of each of the Loan Parties thereto.

        B.  NO CONFLICT.  After giving effect to the consummation of the
   transactions contemplated hereby to occur on the Effective Date, the
   execution, delivery and performance by each of the Loan Parties of the Loan
   Document and the Related Agreements to which they are parties, the
   issuance, delivery and payment of the Notes and the consummation of the
   transactions contemplated by the Loan Documents do not and will not
   (i) violate any provision of any law or any governmental rule or regulation
   applicable to Company or any of its Subsidiaries, the Certificate or
   Articles of Incorporation or Bylaws (or other analogous organizational
   document) of Company or any of its Subsidiaries or any order, judgment or
   decree of any court or other agency of government binding on Company or any
   of its Subsidiaries, (ii) conflict with, result in a breach of or
   constitute (with due notice or lapse of time or both) a default under any
   Contractual Obligation of Company or any of its Subsidiaries, (iii) result
   in or require the creation or imposition of any Lien upon any of the
   properties or assets of Company or any of its Subsidiaries (other than any
   Liens created under any of the Loan Documents in favor of Chase Co-
   Administrative Agent on behalf of Lenders), or (iv) require any approval of
   stockholders or partners or any approval or consent of any Person under any
   Contractual Obligation of Company or any of its Subsidiaries, except for
   such approvals or consents which will be obtained on or before the
   Effective Date.

        C.  GOVERNMENTAL CONSENTS.  The execution, delivery and performance by
   the Loan Parties of the Loan Documents and Related Agreements to which they
   are party, the issuance, delivery and payment of the Notes and the
   consummation of the transactions contemplated by the Loan Documents do not
   and will not require any registration with, consent or approval of, or
   notice to, or other action to, with or by, any federal, state or other
   governmental authority or regulatory body except for such registrations,
   consents, approvals, notices or other actions which will be made, obtained
   or taken on or before the Effective Date.
<PAGE>

        D.  BINDING OBLIGATION.  Each of the Loan Documents and the Related
   Agreements has been duly executed and delivered by each of the Loan Parties
   party thereto and is the legally valid and binding obligation of each such
   Loan Party, enforceable against such Loan Party in accordance with its
   respective terms, except as may be limited by bankruptcy, insolvency,
   reorganization, moratorium or similar laws relating to or limiting
   creditors' rights generally or by equitable principles relating to
   enforceability.

        E.  VALID ISSUANCE OF SUBORDINATED NOTES.  The Subordinated Notes are
   the legally valid and binding obligations of Company, enforceable against
   Company in accordance with their respective terms, except as may be limited
   by bankruptcy, insolvency, reorganization, moratorium or similar laws
   relating to or limiting creditors' rights generally or by equitable
   principles relating to enforceability.  The subordination provisions of the
   Subordinated Notes will be enforceable against the holders thereof and the
   Loans and all other monetary Obligations hereunder are and will be within
   the definition of "Senior Debt" included in such provisions.  The
   Subordinated Notes, when issued and sold, will either (a) have been
   registered or qualified under applicable federal and state securities laws
   or (b) be exempt therefrom.

   5.3  FINANCIAL CONDITION; PROJECTIONS.

        A.  FINANCIAL STATEMENTS.  Company has heretofore delivered to
   Lenders, at Lenders' request, the following financial statements and
   information:  (i) the audited consolidated balance sheets of Company and
   its Subsidiaries (or, with respect to years prior to 1995, Account
   Portfolios, L.P. (as predecessor of Company) and its Subsidiaries) as at
   December 31 of 1994, 1995 and 1996, and the related audited consolidated
   statements of operations, stockholders' equity and cash flows of Company
   and its Subsidiaries for the periods then ended, together with the report
   on such consolidated financial statements of Deloitte & Touche LLP setting
   forth in each case in comparative form the corresponding figures for the
   previous Fiscal Year (other than the Fiscal Year ending December 31, 1992),
   (ii) the unaudited consolidated balance sheet of Company and its
   Subsidiaries as at June 30, 1997 and the related unaudited consolidated
   statements of income, stockholders' equity and cash flows of Company and
   its Subsidiaries for the six months then ended, together with the
   corresponding figures for the corresponding periods of the previous Fiscal
   Year (other than the Fiscal Year ending December 31, 1993), (iii) the
   audited consolidated balance sheet of Payco and its subsidiaries as at
   December 31 of 1993, 1994 and 1995, and the audited consolidated statement
   of operations, stockholders' equity, and cash flows of Payco and its
   Subsidiaries for the fiscal year then ended, together with the report on
   such consolidated financial statements of Arthur Andersen & Co setting
   forth in comparative form the corresponding figures for the previous fiscal
   year (other than the fiscal year ending December 31, 1992), (iv) the
   unaudited consolidated balance sheet of Payco and its Subsidiaries as at
   June 30, 1996 and the related unaudited consolidated statements of
   operations, stockholders' equity and cash flows of Payco and its
   Subsidiaries for the six months then ended, together with the corresponding
   figures for the corresponding period of the previous fiscal year (other
   than the fiscal year ending December 31, 1992), (v) the consolidated
   balance sheet of Accelerated and its Subsidiaries as at July 31, 1997 and
   the related consolidated statements of income, stockholders' equity and
   cash flows of Accelerated and its Subsidiaries for the seven months then
   ended, together with the corresponding figures for the corresponding period
   ending on July 31 of the previous year, (vi) the audited consolidated
   balance sheet of NSA and its Subsidiaries as at December 31, 1996, and the
   related audited consolidated statements of income, stockholders' equity and
   cash flows of NSA and its Subsidiaries for the period then ended, together
   with the report on such consolidated financial statements of Weisberg,
<PAGE>

   Polansky, Kulberg, Einhorn & Mole, LLP setting forth in comparative form
   the corresponding figures for the previous fiscal year of NSA, (vii) the
   consolidated balance sheet of NSA and its Subsidiaries as at December 31,
   1995, and the related audited consolidated statements of income,
   stockholders' equity and cash flows of NSA and its Subsidiaries for the
   fiscal year of NSA then ended, and (viii) the consolidated balance sheet of
   NSA and its Subsidiaries as at July 31, 1997 and the related consolidated
   statements of income, stockholders' equity and cash flows of NSA and its
   Subsidiaries for the seven months then ended, together with the correspond-
   ing figures for the corresponding period of the previous fiscal year.  All
   such statements were prepared in conformity with GAAP and fairly present,
   in all material respects, the financial position (on a consolidated basis)
   of the entities described in such financial statements as at the respective
   dates thereof and the results of operations and cash flows (on a
   consolidated basis) of the entities described therein for each of the
   periods then ended, subject, in the case of any such unaudited financial
   statements, to changes resulting from audit and normal year-end adjustments
   and the absence of footnote disclosure required in accordance with GAAP. 
   Neither Company nor Payco has (and did not immediately following the
   funding of the initial Loans under the Existing Credit Agreement, have),
   and each of Accelerated and NSA does not (and will not immediately
   following the funding of the applicable Acquisition Loans) have, any
   Contingent Obligation, contingent liability or liability for taxes, long-
   term lease or unusual forward or long-term commitment that is not reflected
   in the most recent financial statements delivered pursuant to subsection
   6.1, the notes thereto and which in any such case is material in relation
   to the business, operations, properties, assets, condition (financial or
   otherwise) or prospects of Company and its Subsidiaries taken as a whole. 
   Notwithstanding the foregoing, Company shall not be deemed to make any
   representation hereunder with respect to (x) the financial statements
   described in clause (v) of this subsection prior to consummation of the
   Accelerated Acquisition and (y) the financial statements described in
   clauses (vi), (vii) and (viii) of this subsection prior to consummation of
   the NSA Acquisition.

        B.  PROJECTIONS.  On and as of the Effective Date, the financial
   projections of Company and its Subsidiaries for the period from December
   31, 1996 through December 31, 2002 (giving effect to the NSA Acquisition
   and the Accelerated Acquisition) previously delivered to Lenders (the
   "PROJECTIONS") are based on good faith estimates and assumptions made by
   the management of Company, it being recognized, however, that projections
   as to future events are not to be viewed as facts and that the actual
   results during the period or periods covered by the Projections may differ
   from the projected results and that the differences may be material. 
   Notwithstanding the foregoing, as of the Effective Date, management of
   Company believed that the Projections were reasonable and attainable.

   5.4  NO MATERIAL ADVERSE CHANGE; NO RESTRICTED JUNIOR PAYMENTS.

        Since December 31, 1996, no event or change has occurred that has
   caused or evidences, either in any case or in the aggregate, a Material
   Adverse Effect.  Since the Closing Date, neither Company nor any of its
   Subsidiaries has directly or indirectly declared, ordered, paid or made, or
   set apart any sum or property for, any Restricted Junior Payment or agreed
   to do so except as permitted by subsection 7.5.

   5.5  TITLE TO PROPERTIES; LIENS.

        After giving effect to the transactions contemplated by this Agreement
   to occur on the Effective Date, Company and its Subsidiaries have good,
   sufficient and legal title to all of their respective properties and assets
   reflected in the financial statements referred to in the financial
   statements referred to in subsection 5.3 or in the most recent financial
<PAGE>

   statements delivered pursuant to subsection 6.1 of the Existing Credit
   Agreement, except for assets disposed of since the date of such financial
   statements in the ordinary course of business or as otherwise permitted
   under subsection 7.7.  Except as permitted by this Agreement, all such
   properties and assets are free and clear of Liens.

   5.6  LITIGATION; ADVERSE FACTS.

        There is no action, suit, proceeding, arbitration or governmental
   investigation (whether or not purportedly on behalf of Company or any of
   its Subsidiaries) at law or in equity or before or by any federal, state,
   municipal or other governmental department, commission, board, bureau,
   agency or instrumentality, domestic or foreign, pending or, to the
   knowledge of Company, threatened against or affecting Company or any of its
   Subsidiaries or any property of Company or any of its Subsidiaries that,
   either individually or in the aggregate together with all other such
   actions, proceedings and investigations, has had, or could reasonably be
   expected to result in, a Material Adverse Effect, it being understood,
   solely for purposes of this sentence, that any money judgments or
   settlements the occurrence of which do not give rise to an Event of Default
   under subsection 8.8 shall not be deemed to have a Material Adverse Effect. 
   Neither Company nor any of its Subsidiaries is or has been (i) in violation
   of any applicable law (including any Debt Collection Laws) that has had, or
   could reasonably be expected to result in, a Material Adverse Effect, it
   being understood for purposes of this clause (i) that any such violation
   which results in money judgments or settlements the occurrence of which do
   not give rise to an Event of Default under subsection 8.8 shall not be
   deemed to have a Material Adverse Effect, or (ii) subject to or in default
   with respect to any final judgment, writ, injunction, decree, rule or
   regulation of any court or any federal, state, municipal or other
   governmental department, commission, board, bureau, agency or
   instrumentality, domestic or foreign, that has had, or could reasonably be
   expected to result in, a Material Adverse Effect.

   5.7  PAYMENT OF TAXES.

        Except to the extent permitted by subsection 6.3, all material tax
   returns and reports of Company and its Subsidiaries required to be filed by
   any of them have been timely filed, and all material taxes, assessments,
   fees and other governmental charges upon Company and its Subsidiaries and
   upon their respective properties, assets, income, businesses and franchises
   which are due and payable have been paid when due and payable.  Company
   does not know of any proposed tax assessment against Company or any of its
   Subsidiaries other than those which are being actively contested by Company
   or such Subsidiary in good faith and by appropriate proceedings and for
   which reserves or other appropriate provisions, if any, as may be required
   in conformity with GAAP shall have been made or provided therefor.

   5.8  PERFORMANCE OF AGREEMENTS; MATERIALLY ADVERSE AGREEMENTS.

        A.  Neither Company nor any of its Subsidiaries is in default in the
   performance, observance or fulfillment of any of the obligations, covenants
   or conditions contained in any of its Contractual Obligations, and no
   condition exists that, with the giving of notice or the lapse of time or
   both, would constitute such a default, except where the consequences,
   direct or indirect, of such default or defaults, if any, would not have a
   Material Adverse Effect.

        B.  Neither Company nor any of its Subsidiaries is a party to or is
   otherwise subject to any agreement or instrument or any charter or other
   internal restriction which has had, or could reasonably be expected (based
   upon assumptions that are reasonable at the time made) to result in,
   individually or in the aggregate, a Material Adverse Effect.
<PAGE>

   5.9  GOVERNMENTAL REGULATION.

        Neither Company nor any of its Subsidiaries is subject to regulation
   under the Public Utility Holding Company Act of 1935, the Federal Power
   Act, the Interstate Commerce Act or the Investment Company Act of 1940 or
   under any other federal or state statute or regulation which may limit its
   ability to incur Indebtedness or which may otherwise render all or any
   portion of the Obligations unenforceable.

   5.10  SECURITIES ACTIVITIES.

        Neither Company nor any of its Subsidiaries is engaged principally, or
   as one of its important activities, in the business of extending credit for
   the purpose of purchasing or carrying any Margin Stock.

   5.11  EMPLOYEE BENEFIT PLANS.

        A.  Company and each of its ERISA Affiliates are in substantial
   compliance with all applicable provisions and requirements of ERISA with
   respect to each Employee Benefit Plan, and have substantially performed all
   their obligations under each Employee Benefit Plan, except to the extent
   that any non-compliance with ERISA or any such failure to perform would not
   result in material liability of Company or any of its ERISA Affiliates.

        B.  No ERISA Event has occurred which has resulted or is reasonably
   likely to result in any material liability to the PBGC or to any other
   Person.

        C.  Except to the extent required under Section 4980B of the Internal
   Revenue Code and/or Section 601 of ERISA, neither Company nor any of its
   Subsidiaries maintains or contributes to any employee welfare benefit plan
   (as defined in Section 3(1) of ERISA) that provides health or welfare
   benefits (through the purchase of insurance or otherwise) for any retired
   or former employees of Company or any of its Subsidiaries, except to the
   extent that the provision of such benefits would not have a Material
   Adverse Effect.

        D.  No Pension Plan has an Unfunded Current Liability in an amount
   that would have a Material Adverse Effect.

   5.12  CERTAIN FEES.

        No broker's or finder's fee or commission will be payable with respect
   to this Agreement or any of the loan transactions contemplated hereby, and
   Company hereby indemnifies Lenders against, and agrees that it will hold
   Lenders harmless from, any claim, demand or liability for any such broker's
   or finder's fees alleged to have been incurred in connection herewith or
   therewith and any expenses (including reasonable fees, expenses and
   disbursements of counsel) arising in connection with any such claim, demand
   or liability.

   5.13  ENVIRONMENTAL PROTECTION.

        Except as set forth on Schedule 5.13 annexed hereto:

             (i) the operations of Company and each of its Subsidiaries
        (including, without limitation, all operations and conditions at or in
        the Facilities) comply in all material respects with all Environmental
        Laws;

             (ii) Company and each of its Subsidiaries have obtained all
        material Governmental Authorizations under Environmental Laws
        necessary to their respective operations, and all such Governmental
<PAGE>

        Authorizations are in good standing, and Company and each of its
        Subsidiaries are in compliance with all material terms and conditions
        of such Governmental Authorizations;

             (iii) neither Company nor any of its Subsidiaries has received
        (a) any notice or claim to the effect that it is or may be liable to
        any Person as a result of or in connection with any Hazardous
        Materials or (b) any letter or request for information under
        Section 104 of the Comprehensive Environmental Response, Compensation,
        and Liability Act (42 U.S.C. Section 9604) or comparable state laws,
        and, to the best knowledge of Company, none of the operations of
        Company or any of its Subsidiaries is the subject of any federal or
        state investigation relating to or in connection with any Hazardous
        Materials at any Facility or at any other location;

             (iv) none of the operations of Company or any of its Subsidiaries
        is subject to any judicial or administrative proceeding alleging the
        violation of or liability under any Environmental Laws which could
        reasonably be expected to have a Material Adverse Effect;

             (v) to the knowledge of Company, neither Company nor any of its
        Subsidiaries nor any of their respective Facilities or operations are
        subject to any outstanding written order or agreement with any
        governmental authority or private party relating to (a) any
        Environmental Laws or (b) any Environmental Claims that could
        reasonably be expected to have a Material Adverse Effect;

             (vi) neither Company nor any of its Subsidiaries has any material
        contingent liability in connection with any Release of any Hazardous
        Materials by Company or any of its Subsidiaries;

             (vii) neither Company nor any of its Subsidiaries nor, to the
        knowledge of Company, any predecessor of Company or any of its
        Subsidiaries has filed any notice under any Environmental Law
        indicating past or present treatment or Release of Hazardous Materials
        at any Facility, and none of Company's or any of its Subsidiaries'
        operations involves the generation, transportation, treatment, storage
        or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-
        270 or any state equivalent;

             (viii) to the knowledge of Company, no Hazardous Materials exist
        on or under any Facility in a manner that has a reasonable possibility
        of giving rise to an Environmental Claim having a Material Adverse
        Effect, and neither Company nor any of its Subsidiaries has filed any
        notice or report of a Release of any Hazardous Materials that has a
        reasonable possibility of giving rise to an Environmental Claim having
        a Material Adverse Effect;

             (ix) neither Company nor any of its Subsidiaries nor, to the
        knowledge of Company, any of their respective predecessors has
        disposed of any Hazardous Materials in a manner that has a reasonable
        possibility of giving rise to an Environmental Claim having a Material
        Adverse Effect;

             (x) to the knowledge of Company, no underground storage tanks or
        surface impoundments are on or at any Facility; and

             (xi) to the knowledge of Company, no Lien in favor of any Person
        relating to or in connection with any Environmental Claim has been
        filed or has been attached to any Facility.

   5.14  EMPLOYEE MATTERS.
<PAGE>

        There is no strike or work stoppage in existence or threatened
   involving Company or any of its Subsidiaries that could reasonably be
   expected to have a Material Adverse Effect.

   5.15  SOLVENCY.

        Each Loan Party is, and Company and its Subsidiaries, taken as a
   whole, are, and, upon the incurrence of any Obligations by any Loan Party
   on any date on which this representation is made, will be, Solvent.

   5.16  MATTERS RELATING TO COLLATERAL.

        A.  CREATION, PERFECTION AND PRIORITY OF LIENS.  The execution and
   delivery of the Collateral Documents by Loan Parties, together with (i) the
   actions taken on or prior to the date hereof pursuant to subsection 4.1J of
   the Existing Credit Agreement and subsections 4.2H, 4.3H and 6.9 of this
   Agreement and (ii) the delivery to Collateral Agent of any Pledged
   Collateral not delivered to Collateral Agent at the time of execution and
   delivery of the applicable Collateral Document (all of which Pledged
   Collateral has been so delivered) are effective to create in favor of
   Collateral Agent for the benefit of Agents and Lenders, as security for the
   respective Secured Obligations (as defined in the applicable Collateral
   Document in respect of any Collateral), a valid and perfected first
   priority Lien on all of the Collateral, and all filings and other actions
   necessary or desirable to perfect and maintain the perfection and first
   priority status of such Liens have been duly made or taken and remain in
   full force and effect, other than the filing of any UCC financing
   statements delivered to Collateral Agent for filing (but not yet filed) and
   the periodic filing of UCC continuation statements in respect of UCC
   financing statements filed by or on behalf of Collateral Agent.

        B.  GOVERNMENTAL AUTHORIZATIONS.  No authorization, approval or other
   action by, and no notice to or filing with, any governmental authority or
   regulatory body is required for either (i) the pledge or grant by any Loan
   Party of the Liens purported to be created in favor of Chase Co-
   Administrative Agent pursuant to any of the Collateral Documents or
   (ii) the exercise by Chase Co-Administrative Agent of any rights or
   remedies in respect of any Collateral (whether specifically granted or
   created pursuant to any of the Collateral Documents or created or provided
   for by applicable law), except for filings or recordings contemplated by
   subsection 5.16A and except as may be required, in connection with the
   disposition of any Pledged Collateral, by laws generally affecting the
   offering and sale of securities.

        C.  ABSENCE OF THIRD-PARTY FILINGS.  Except such as may have been
   filed in favor of Chase Co-Administrative Agent as contemplated by
   subsection 5.16A, (i) no effective UCC financing statement, fixture filing
   or other instrument similar in effect covering all or any part of the
   Collateral is on file in any filing or recording office and (ii) no
   effective filing covering all or any part of the intellectual property
   Collateral is on file in the United States Patent and Trademark Office.

        D.  MARGIN REGULATIONS.  The pledge of the Pledged Collateral pursuant
   to the Collateral Documents does not violate Regulation G, Regulation T,
   Regulation U or Regulation X of the Board of Governors of the Federal
   Reserve System.

        E.  INFORMATION REGARDING COLLATERAL.  All information supplied to any
   Agent by or on behalf of any Loan Party with respect to any of the
   Collateral (in each case taken as a whole with respect to any particular
   Collateral) is accurate and complete in all material respects.

   5.17  RELATED AGREEMENTS.
<PAGE>

        A.  DELIVERY OF RELATED AGREEMENTS.  Company has delivered to Agents
   complete and correct copies of each Related Agreement and of all exhibits
   and schedules thereto.

        B.  PAYCO'S WARRANTIES.  Except to the extent otherwise set forth
   herein or in the schedules hereto, each of the representations and
   warranties given by Payco to Company in the Acquisition Agreement was true
   and correct in all material respects as of the Closing Date (or as of any
   earlier date to which such representation and warranty specifically
   relates), subject to the qualifications set forth in the schedules to the
   Acquisition Agreement.

        C.  SELLER'S WARRANTIES.  Except to the extent otherwise set forth
   herein or in the schedules hereto, each of the representations and
   warranties given by Accelerated to Company in the Accelerated Acquisition
   Agreement and by NSA to Company in the NSA Acquisition Agreement is true
   and correct in all material respects as of the date hereof (or as of any
   earlier date to which such representation and warranty specifically
   relates) and will be true and correct in all material respects as of the
   Effective Date (or as of such earlier date, as the case may be), in each
   case subject to the qualifications set forth in the schedules to the
   Accelerated Acquisition Agreement or the NSA Acquisition Agreement, as
   applicable.  Notwithstanding the foregoing, Company shall not be deemed to
   make any representation hereunder with respect to representations and
   warranties of Accelerated and NSA described in this subsection prior to
   consummation of the Accelerated Acquisition or the NSA Acquisition,
   respectively.

        D.  WARRANTIES OF COMPANY.  Subject to the qualifications and the
   schedules set forth therein, (i) each of the representations and warranties
   given by Company to Payco in the Acquisition Agreement was true and correct
   in all material respects as of the Closing Date, (ii) each of the
   representations and warranties given by Company to Accelerated in the
   Accelerated Acquisition Agreement is true and correct in all material
   respects as of the date hereof (or its later date of execution) and will be
   true and correct in all material respects as of the Funding Date for the
   Accelerated Acquisition Loans, and (iii) each of the representations and
   warranties given by Company to NSA and its Subsidiaries in the NSA
   Acquisition Agreement is true and correct in all material respects as of
   the date hereof (or its later date of execution) and will be true and
   correct in all material respects as of the Funding Date for the NSA
   Acquisition Loans.  Notwithstanding the foregoing, Company shall not be
   deemed to make any representation hereunder with respect to (x) representa-
   tions and warranties described in clause (ii) of this subsection prior to
   consummation of the Accelerated Acquisition and (y) representations and
   warranties described in clause (iii) of this subsection prior to consumma-
   tion of the NSA Acquisition.

        E.  SURVIVAL.  Notwithstanding anything in the Acquisition Agreement,
   the Accelerated Acquisition Agreement or the NSA Acquisition Agreement to
   the contrary, (i) the representations and warranties of Company set forth
   in subsections 5.17B and 5.17D(i) shall, solely for purposes of this
   Agreement, survive the Closing Date for the benefit of Agents and Lenders,
   and (ii) the representations and warranties of Company set forth in
   subsections 5.17C and 5.17D(ii) shall, solely for purposes of this
   Agreement, survive the Effective Date for the benefit of Agents and
   Lenders.

   5.18  DISCLOSURE.

        The representations of Company and its Subsidiaries contained in the
   Loan Documents, Related Documents and in any other document, certificate or
   written statement furnished to Lenders by or on behalf of Company or any of
<PAGE>

   its Subsidiaries for use in connection with the transactions contemplated
   by this Agreement, when taken as a whole, do not contain any untrue
   statement of a material fact or omit to state a material fact (known to
   Company or the applicable Subsidiary, in the case of any document not
   furnished by Company or such Subsidiary) necessary in order to make the
   statements contained herein or therein not misleading in light of the
   circumstances in which the same were made.  Any projections and pro forma
   financial information contained in such materials are based upon good faith
   estimates and assumptions believed by Company to be reasonable at the time
   made, it being recognized by Lenders that such projections as to future
   events are not to be viewed as facts and that actual results during the
   period or periods covered by any such projections may differ from the
   projected results.  There is no fact known (or which should upon the
   reasonable exercise of diligence be known) to Company (other than matters
   of a general economic nature) that has had, or could reasonably be expected
   to result in, a Material Adverse Effect and that has not been disclosed
   herein or in such other documents, certificates and statements furnished to
   Lenders for use in connection with the transactions contemplated hereby.

   5.19  SUBORDINATION OF SELLER NOTES.

        The subordination provisions of the Existing Seller Note and any
   Permitted Seller Notes are enforceable against the holders thereof, and the
   Loans and other monetary Obligations hereunder are and will be within the
   definition of "Senior Indebtedness" included in such provisions.


                                    SECTION 6.
                              AFFIRMATIVE COVENANTS

        Company covenants and agrees that, so long as any of the Commitments
   hereunder shall remain in effect and until payment in full of all of the
   Loans and other Obligations and the cancellation or expiration of all
   Letters of Credit, unless Requisite Lenders shall otherwise give prior
   written consent, Company shall perform, and shall cause each of its
   Subsidiaries to perform, all covenants in this Section 6.

   6.1  FINANCIAL STATEMENTS AND OTHER REPORTS.

        Company will maintain, and cause each of its Subsidiaries to maintain,
   a system of accounting established and administered in accordance with
   sound business practices to permit preparation of financial statements in
   conformity with GAAP.  Company will deliver to Chase Co-Administrative
   Agent (and Chase Co-Administrative Agent will, after receipt thereof,
   deliver to each Lender):

             (i) Monthly Financials:  as soon as available and in any event
        within 20 days after each calendar month-end commencing with the
        calendar month of August 1997, (a) the consolidated balance sheets of
        Company and its Subsidiaries as at the end of each fiscal month ending
        after the Closing Date and the related consolidated statements of
        income, stockholders' equity and cash flows of Company and its
        Subsidiaries for such month and for the period from the beginning of
        the then current Fiscal Year to the end of such month, setting forth
        in each case in comparative form the corresponding figures for the
        corresponding periods of the previous fiscal year and the correspond-
        ing figures from the consolidated plan and financial forecast for the
        current Fiscal Year delivered pursuant to subsection 6.1(xiii), all in
        reasonable detail and certified by the chief financial officer of
        Company that they fairly present, in all material respects, the
        financial condition of Company and its Subsidiaries as at the dates
        indicated and the results of their operations and their cash flows for
        the periods indicated, subject to changes resulting from audit and
<PAGE>

        normal year-end adjustments; and (b) a narrative report describing the
        operations of Company and its Subsidiaries in the form prepared for
        presentation to senior management for such month and for the period
        from the beginning of the then current Fiscal Year to the end of such
        month;

             (ii) Quarterly Financials:  as soon as available and in any event
        within 45 days after the end of each Fiscal Quarter, (a) the
        consolidated balance sheets of Company and its Subsidiaries as at the
        end of such Fiscal Quarter and the related consolidated statements of
        income, stockholders' equity and cash flows of Company and its
        Subsidiaries for such Fiscal Quarter and for the period from the
        beginning of the then current Fiscal Year to the end of such Fiscal
        Quarter, setting forth in each case in comparative form the
        corresponding figures for the corresponding periods of the previous
        fiscal year and the corresponding figures from the consolidated plan
        and financial forecast for the current Fiscal Year delivered pursuant
        to subsection 6.1(xiii), all in reasonable detail and certified by the
        chief financial officer of Company that they fairly present, in all
        material respects, the financial condition of Company and its
        Subsidiaries as at the dates indicated and the results of their
        operations and their cash flows for the periods indicated, subject to
        changes resulting from audit and normal year-end adjustments, and
        (b) a narrative report describing the operations of Company and its
        Subsidiaries in the form prepared for presentation to senior manage-
        ment for such Fiscal Quarter and for the period from the beginning of
        the then current Fiscal Year to the end of such Fiscal Quarter;

             (iii) Year-End Financials:  as soon as available and in any event
        within 90 days after the end of each Fiscal Year, (a) the consolidated
        and consolidating balance sheets of Company and its Subsidiaries as at
        the end of such Fiscal Year and the related consolidated and
        consolidating statements of income, stockholders' equity and cash
        flows of Company and its Subsidiaries for such Fiscal Year, setting
        forth in each case in comparative form the corresponding figures for
        the previous fiscal year and the corresponding figures from the
        consolidated plan and financial forecast delivered pursuant to
        subsection 6.1(xiii) for the Fiscal Year covered by such financial
        statements, all in reasonable detail and certified by the chief
        financial officer of Company that they fairly present, in all material
        respects, the financial condition of Company and its Subsidiaries as
        at the dates indicated and the results of their operations and their
        cash flows for the periods indicated, (b) a narrative report
        describing the operations of Company and its Subsidiaries in the form
        prepared for presentation to senior management for such Fiscal Year,
        and (c) in the case of such consolidated financial statements, a
        report thereon of independent certified public accountants of
        recognized national standing selected by Company and reasonably
        satisfactory to Chase Co-Administrative Agent, which report shall be
        unqualified as to the ability of Company and its Subsidiaries to
        continue as a going concern and as to scope of audit, and shall state
        that such consolidated financial statements fairly present, in all
        material respects, the consolidated financial position of Company and
        its Subsidiaries as at the dates indicated and the results of their
        operations and their cash flows for the periods indicated in
        conformity with GAAP applied on a basis consistent with prior years
        (except as otherwise disclosed in such financial statements) and that
        the examination by such accountants in connection with such
        consolidated financial statements has been made in accordance with
        generally accepted auditing standards;

             (iv) Officer's and Compliance Certificates:  together with each
        delivery of financial statements of Company and its Subsidiaries
<PAGE>

        pursuant to subdivisions (ii) and (iii) above, (a) an Officer's
        Certificate of Company stating that the signer has reviewed the terms
        of this Agreement and have made, or caused to be made under their
        supervision, a review in reasonable detail of the transactions and
        condition of Company and its Subsidiaries during the accounting period
        covered by such financial statements and that such review has not
        disclosed the existence during or at the end of such accounting
        period, and that the signer does not have knowledge of the existence
        as at the date of such Officer's Certificate, of any condition or
        event that constitutes an Event of Default or Potential Event of
        Default, or, if any such condition or event existed or exists,
        specifying the nature and period of existence thereof and what action
        Company has taken, is taking and proposes to take with respect
        thereto; and (b) a Compliance Certificate demonstrating in reasonable
        detail compliance during and at the end of the applicable accounting
        periods with the restrictions contained in Section 7;

             (v) Reconciliation Statements:  if, as a result of any change in
        accounting principles and policies from those used in the preparation
        of the audited financial statements referred to in subsection 5.3, the
        consolidated financial statements of Company and its Subsidiaries
        delivered pursuant to subdivisions (i), (ii), (iii) or (xiii) of this
        subsection 6.1 will differ in any material respect from the
        consolidated financial statements that would have been delivered
        pursuant to such subdivisions had no such change in accounting
        principles and policies been made, then (a) together with the first
        delivery of financial statements pursuant to subdivision (i), (ii),
        (iii) or (xiii) of this subsection 6.1 following such change,
        consolidated financial statements of Company and its Subsidiaries for
        (y) the current Fiscal Year to the effective date of such change and
        (z) the two full Fiscal Years immediately preceding the Fiscal Year in
        which such change is made, in each case prepared on a pro forma basis
        as if such change had been in effect during such periods, and
        (b) together with each delivery of financial statements pursuant to
        subdivision (i), (ii), (iii) or (xiii) of this subsection 6.1
        following such change, a written statement of the chief accounting
        officer or chief financial officer of Company setting forth the
        differences which would have resulted if such financial statements had
        been prepared without giving effect to such change;

             (vi) Accountants' Certification:  together with each delivery of
        consolidated financial statements of Company and its Subsidiaries
        pursuant to subdivision (iii) above, a written statement by the
        independent certified public accountants giving the report thereon (a)
        stating that their audit examination has included a reading of the
        terms of this Agreement and the other Loan Documents as they relate to
        accounting matters, and (b) stating whether, in connection with their
        audit examination, any condition or event, insofar as such condition
        or event relates to the covenants set forth in subsection 7.6 or to
        accounting matters, that constitutes an Event of Default or Potential
        Event of Default has come to their attention and, if such a condition
        or event has come to their attention, specifying the nature and period
        of existence thereof; provided that such accountants shall not be
        liable by reason of any failure to obtain knowledge of any such Event
        of Default or Potential Event of Default that would not be disclosed
        in the course of their audit examination;

             (vii) Accountants' Reports:  promptly upon receipt thereof
        (unless restricted by applicable professional standards), copies of
        all reports submitted to Company by independent certified public
        accountants in connection with each annual, interim or special audit
        of the financial statements of Company and its respective Subsidiaries
        made by such accountants, including, without limitation, any comment
<PAGE>

        letter submitted by such accountants to management in connection with
        their annual audit;

             (viii) SEC Filings and Press Releases:  promptly upon their
        becoming available, copies of (a) all financial statements, reports,
        notices and proxy statements sent or made available generally by
        Company to its security holders, (b) all regular and periodic reports
        and all registration statements (other than on Form S-8 or a similar
        form) and prospectuses, if any, filed by Company or any of its Subsid-
        iaries with any securities exchange or with the Securities and
        Exchange Commission or any governmental or private regulatory
        authority, and (c) all press releases and other statements made
        available generally by Company or any of its Subsidiaries to the
        public concerning material developments in the business of Company or
        any of its Subsidiaries;

             (ix) Events of Default, etc.:  promptly upon any officer of
        Company obtaining knowledge (a) of any condition or event that
        constitutes an Event of Default or Potential Event of Default, or
        becoming aware that any Lender has given any notice (other than to
        Chase Co-Administrative Agent) or taken any other action with respect
        to a claimed Event of Default or Potential Event of Default, (b) that
        any Person has given any notice to Company or any of its Subsidiaries
        or taken any other action with respect to a claimed default or event
        or condition of the type referred to in subsection 8.2, (c) of any
        condition or event that would be required to be disclosed in a current
        report filed by Company with the Securities and Exchange Commission on
        Form 8-K (Items 1, 2, 4, 5 and 6 of such Form as in effect on the date
        hereof) if Company were required to file such reports under the
        Exchange Act, or (d) of the occurrence of any event or change that has
        caused or evidences, either in any case or in the aggregate, a
        Material Adverse Effect, an Officer's Certificate specifying the
        nature and period of existence of such condition, event or change, or
        specifying the notice given or action taken by any such Person and the
        nature of such claimed Event of Default, Potential Event of Default,
        default, event or condition, and what action Company has taken, is
        taking and proposes to take with respect thereto;

             (x) Litigation or Other Proceedings:  (a) promptly upon any
        officer of Company obtaining knowledge of the institution of, or non-
        frivolous threat of, any action, suit, proceeding (whether
        administrative, judicial or otherwise), governmental investigation or
        arbitration against or affecting Company or any of its Subsidiaries or
        any property of Company or any of its Subsidiaries (collectively,
        "PROCEEDINGS") not previously disclosed in writing by Company to
        Lenders or Chase Co-Administrative Agent any material development in
        any Proceeding that, in any case:

                  (1) if adversely determined, has a reasonable possibility of
             giving rise to a Material Adverse Effect; or

                  (2) seeks to enjoin or otherwise prevent the consummation
             of, or to recover any damages or obtain relief as a result of,
             the transactions contemplated hereby;

        written notice thereof together with such other information as may be
        reasonably available to Company to enable Lenders and their counsel to
        evaluate such matters; and (b) within 45 days after the end of each
        Fiscal Quarter, a schedule of all Proceedings involving an alleged
        liability of, or claims against or affecting, Company or any of its
        Subsidiaries equal to or greater than $250,000 and promptly after
        request by either Co-Administrative Agent such other information as
        may be reasonably requested by such Co-Administrative Agent to enable
<PAGE>

        such Co-Administrative Agent and its counsel to evaluate any of such
        Proceedings;

             (xi) ERISA Events:  promptly upon becoming aware of the
        occurrence of any ERISA Event, a written notice specifying the nature
        thereof, what action Company or any of its ERISA Affiliates has taken,
        is taking or proposes to take with respect thereto and, when known,
        any action taken or threatened by the Internal Revenue Service, the
        Department of Labor or the PBGC with respect thereto;

             (xii) ERISA Notices:  with reasonable promptness, copies of
        (a) all written notices received by Company or any of its ERISA
        Affiliates from a Multiemployer Plan sponsor concerning an ERISA
        Event; and (b) such other documents or governmental reports or filings
        relating to any Employee Benefit Plan as either Co-Chase Co-A-
        dministrative Agent shall reasonably request;

             (xiii) Financial Plans:  as soon as practicable and in any event
        no later than the beginning of each Fiscal Year, a monthly
        consolidated and consolidating plan and financial forecast for the
        next succeeding Fiscal Year, including, without limitation, (a)
        forecasted consolidated and consolidating balance sheets and
        forecasted consolidated and consolidating statements of income and
        cash flows of Company and its Subsidiaries for such Fiscal Year,
        together with a pro forma Compliance Certificate for such Fiscal Year
        and an explanation of the assumptions on which such forecasts are
        based, and (b) such other information and projections as either Co-
        Administrative Agent may reasonably request;

             (xiv) Insurance:  as soon as practicable and in any event by the
        last day of each Fiscal Year, a report in form and substance
        satisfactory to Co-Administrative Agents outlining all material
        insurance coverage maintained as of the date of such report by Company
        and its Subsidiaries and all material insurance coverage planned to be
        maintained by Company and its Subsidiaries in the immediately
        succeeding Fiscal Year;

             (xv) Environmental Audits and Reports:  as soon as practicable
        following receipt thereof, copies of all environmental audits and
        reports, whether prepared by personnel of Company or any of its
        Subsidiaries or by independent consultants, with respect to
        significant environmental matters at any Facility or which relate to
        an Environmental Claim which could result in a Material Adverse
        Effect;

             (xvi) Board of Directors:  with reasonable promptness, written
        notice of any change in the Board of Directors of Company;

             (xvii) New Subsidiaries:  promptly upon any Person becoming a
        Subsidiary of Company, a written notice setting forth with respect to
        such Person (a) the date on which such Person became a Subsidiary of
        Company and (b) all of the data required to be set forth in Schedule
        5.1 annexed hereto with respect to all Subsidiaries of Company (it
        being understood that such written notice shall be deemed to
        supplement Schedule 5.1 annexed hereto for all purposes of this
        Agreement); and

             (xviii) Other Information:  with reasonable promptness, such
        other information and data with respect to Company or any of its
        Subsidiaries as from time to time may be reasonably requested by
        either Co-Administrative Agent.

        For purposes of subsections 4.2D(ii) and 4.3D(iv) and this subsection
<PAGE>

   6.1, "consolidating" balance sheets and "consolidating" statements of
   income, stockholders equity and cash flows refer to financial statements
   consolidating the financial position, results of operations and cash flows
   of the major operating groups of Company's Subsidiaries, which operating
   groups as of the Effective Date consist of (1) A.M. Miller & Associates,
   Inc. and its Subsidiaries, (2) Account Portfolios, Inc. and its
   Subsidiaries, (3) Continental Credit Services, Inc., Alaska Financial
   Services, Inc., Southwest Credit Services, Inc. and their respective
   Subsidiaries, and (4) Payco and its Subsidiaries, and will (A) on and after
   consummation of the NSA Acquisition, also include any  Subsidiary of
   Company holding the NSA Acquired Assets and the Subsidiaries of such
   Subsidiary and (B) on and after consummation of the Accelerated
   Acquisition, also include any Subsidiary of Company holding the Accelerated
   Acquired Assets and the Subsidiaries of such Subsidiary.

   6.2  CORPORATE EXISTENCE, ETC.

        Except as permitted under subsection 7.7, Company will, and will cause
   each of its Subsidiaries to, at all times preserve and keep in full force
   and effect its corporate existence and all rights and franchises material
   to the business of Company and its Subsidiaries (on a consolidated basis). 
   Without limiting the foregoing, Company shall, and shall cause each of its
   Subsidiaries to, file and diligently process to completion applications for
   all material permits, licenses and other governmental approvals necessary
   for the operation of its debt collection business.

   6.3  PAYMENT OF TAXES AND CLAIMS; TAX CONSOLIDATION.

        A.  Company will, and will cause each of its Subsidiaries to, pay all
   material taxes and all assessments and other governmental charges imposed
   upon it or any of its properties or assets or in respect of any of its
   income, businesses or franchises before any penalty accrues thereon, and
   all claims (including, without limitation, claims for labor, services,
   materials and supplies) for sums that have become due and payable and that
   by law have or may become a Lien upon any of its properties or assets,
   prior to the time when any penalty or fine shall be incurred with respect
   thereto; provided that no such charge or claim need be paid if it is being
   contested in good faith by appropriate proceedings timely instituted and
   diligently conducted and if such reserve or other appropriate provision, if
   any, as shall be required in conformity with GAAP shall have been made
   therefor.

        B.  Company will not, nor will it permit any of its Subsidiaries to,
   file or consent to the filing of any consolidated income tax return with
   any Person (other than Company and its Subsidiaries).

   6.4  MAINTENANCE OF PROPERTIES; INSURANCE.

        Company will, and will cause each of its Subsidiaries to, maintain or
   cause to be maintained in good repair, working order and condition,
   ordinary wear and tear excepted, all material properties used or useful in
   the business of Company and its Subsidiaries and from time to time will
   make or cause to be made all appropriate repairs, renewals and replacements
   thereof.  Company will maintain or cause to be maintained, with financially
   sound and reputable insurers, insurance with respect to its properties and
   business and the properties and businesses of its Subsidiaries against loss
   or damage of the kinds customarily carried or maintained under similar
   circumstances by corporations of established reputation engaged in similar
   businesses.  Each such policy of casualty insurance covering damage to or
   loss of property shall name Chase Co-Administrative Agent for the benefit
   of Agent and Lenders as the loss payee thereunder for all losses, subject
   to application of proceeds as required by subsection 2.4B(iii)(d), and
   shall provide for at least 30 days' prior written notice to Chase Co-
<PAGE>

   Administrative Agent of any modification or cancellation of such policy.

   6.5  INSPECTION; LENDER MEETING.

        Company shall, and shall cause each of its Subsidiaries to, permit any
   authorized representatives designated by any Agent or Lender to visit and
   inspect any of the properties of Company or any of its Subsidiaries,
   including its and their financial and accounting records, and to make
   copies and take extracts therefrom, and to discuss its and their affairs,
   finances and accounts with its and their officers and independent public
   accountants, all upon reasonable advance notice and at such reasonable
   times during normal business hours and as often as may be reasonably
   requested.  Without in any way limiting the foregoing, Company will, upon
   the request of Chase Co-Administrative Agent, participate in a meeting of
   Agents and Lenders once during each Fiscal Year to be held at Company's
   corporate offices (or such other location as may be agreed to by Company
   and Chase Co-Administrative Agent) at such time as may be agreed to by
   Company and Chase Co-Administrative Agent.

   6.6  COMPLIANCE WITH LAWS, ETC.

        Company shall, and shall cause each of its Subsidiaries to, comply
   with the requirements of all applicable laws, rules, regulations and orders
   of any governmental authority (including all Debt Collection Laws),
   noncompliance with which could reasonably be expected to cause a Material
   Adverse Effect.

   6.7  ENVIRONMENTAL DISCLOSURE AND INSPECTION.

        A.  Company shall, and shall cause each of its Subsidiaries to,
   exercise all due diligence in order to comply and cause (i) all tenants
   under any leases or occupancy agreements affecting any portion of the
   Facilities and (ii) all other Persons on or occupying such property, to
   comply with all Environmental Laws.

        B.  Company agrees that Chase Co-Administrative Agent may, from time
   to time and in its reasonable discretion, retain, at Company's expense, an
   independent professional consultant to review any report relating to
   Hazardous Materials prepared by or for Company and to conduct its own
   investigation of any Facility currently owned, leased, operated or used by
   Company or any of its Subsidiaries, and Company agrees to use all
   reasonable efforts to obtain permission for Chase Co-Administrative Agent's
   professional consultant to conduct its own investigation of any such
   Facility previously owned, leased, operated or used by Company or any of
   its Subsidiaries.  Company shall use its reasonable efforts to obtain for
   Chase Co-Administrative Agent and its agents, employees, consultants and
   contractors the right, upon reasonable notice to Company, to enter into or
   on to the Facilities currently owned, leased, operated or used by Company
   or any of its Subsidiaries to perform such tests on such property as are
   reasonably necessary to conduct such a review and/or investigation.  Any
   such investigation of any Facility shall be conducted, unless otherwise
   agreed to by Company and Chase Co-Administrative Agent, during normal
   business hours and, to the extent reasonably practicable, shall be
   conducted so as not to interfere with the ongoing operations at any such
   Facility or to cause any damage or loss to any property at such Facility. 
   Company and Chase Co-Administrative Agent hereby acknowledge and agree that
   any report of any investigation conducted at the request of Chase Co-
   Administrative Agent pursuant to this subsection 6.7B will be obtained and
   shall be used by Chase Co-Administrative Agent and Lenders for the purposes
   of Lenders' internal credit decisions, to monitor and police the Loans and
   to protect Lenders' security interests, if any, created by the Loan
   Documents.  Chase Co-Administrative Agent agrees to deliver a copy of any
   such report to Company with the understanding that Company acknowledges and
<PAGE>

   agrees that (i) it will indemnify and hold harmless each Agent and Lender
   from any costs, losses or liabilities relating to any Loan Party's use of
   or reliance on such report, (ii) no Agent nor any Lender makes any
   representation or warranty with respect to such report, and (iii) by
   delivering such report to Company, no Agent nor any Lender is requiring or
   recommending the implementation of any suggestions or recommendations
   contained in such report.

        C.  Company shall promptly advise Chase Co-Administrative Agent in
   writing and in reasonable detail of (i) any Release of any Hazardous
   Materials required to be reported to any federal, state, local or foreign
   governmental or regulatory agency under any applicable Environmental Laws,
   (ii) any and all written communications with respect to any Environmental
   Claims that have a reasonable possibility of giving rise to a Material
   Adverse Effect or with respect to any Release of Hazardous Materials
   required to be reported to any federal, state or local governmental or
   regulatory agency, (iii) any remedial action taken by Company or any other
   Person in response to (x) any Hazardous Materials on, under or about any
   Facility, the existence of which has a reasonable possibility of resulting
   in an Environmental Claim having a Material Adverse Effect, or (y) any
   Environmental Claim that could have a Material Adverse Effect,
   (iv) Company's discovery of any occurrence or condition on any real
   property adjoining or in the vicinity of any Facility that could cause such
   Facility or any part thereof to be subject to any restrictions on the
   ownership, occupancy, transferability or use thereof under any
   Environmental Laws, and (v) any request for information from any
   governmental agency that suggests such agency is investigating whether
   Company or any of its Subsidiaries may be potentially responsible for a
   Release of Hazardous Materials.

        D.  Company shall promptly notify Chase Co-Administrative Agent of
   (i) any proposed acquisition of stock, assets, or property by Company or
   any of its Subsidiaries that could reasonably be expected to expose Company
   or any of its Subsidiaries to, or result in, Environmental Claims that
   could have a Material Adverse Effect or that could reasonably be expected
   to have a material adverse effect on any Governmental Authorization then
   held by Company or any of its Subsidiaries and (ii) any proposed action to
   be taken by Company or any of its Subsidiaries to commence manufacturing,
   industrial or other similar operations that could reasonably be expected to
   subject Company or any of its Subsidiaries to additional laws, rules or
   regulations, including, without limitation, laws, rules and regulations
   requiring additional environmental permits or licenses.

        E.  Company shall, at its own expense, provide copies of such
   documents or information as either Co-Administrative Agent may reasonably
   request in relation to any matters disclosed pursuant to this subsection
   6.7.

   6.8  COMPANY'S REMEDIAL ACTION REGARDING HAZARDOUS MATERIALS.

        Company shall promptly take, and shall cause each of its Subsidiaries
   promptly to take, any and all necessary remedial action in connection with
   the presence, storage, use, disposal, transportation or Release of any
   Hazardous Materials on or under any Facility in order to comply with all
   applicable Environmental Laws and Governmental Authorizations unless the
   failure to so comply could not reasonably be expected to have a Material
   Adverse Effect.  In the event Company or any of its Subsidiaries takes any
   remedial action with respect to any Hazardous Materials on or under any
   Facility, Company or such Subsidiary shall conduct and complete such
   remedial action in material compliance with all applicable Environmental
   Laws, and in accordance with the policies, orders and directives of all
   federal, state and local governmental authorities except when, and only to
   the extent that, Company's or such Subsidiary's liability for such
<PAGE>

   presence, storage, use, disposal, transportation or Release of any
   Hazardous Materials is being contested in good faith by Company or such
   Subsidiary.

   6.9  EXECUTION OF SUBSIDIARY GUARANTY AND SUBSIDIARY SECURITY AGREEMENTS BY
   SUBSIDIARIES AND FUTURE SUBSIDIARIES.

        In the event that any Person becomes a domestic Subsidiary after the
   date hereof, Company will promptly notify Chase Co-Administrative Agent of
   that fact and cause such Subsidiary to execute and deliver to Chase Co-
   Administrative Agent and Collateral Agent a counterpart of the Subsidiary
   Guaranty and the Pledge Agreement, the Security Agreement, the Limited
   Partnership Security Agreement and the Trademark Security Agreement
   (collectively, the "SUBSIDIARY SECURITY AGREEMENTS"), and to take all such
   further actions and execute all such further documents and instruments as
   may be required to grant and perfect in favor of Collateral Agent, for the
   benefit of Lenders, a first-priority security interest in all of the
   personal property assets of such Subsidiary described in the Subsidiary
   Security Agreements.  Company shall deliver to Chase Co-Administrative
   Agent and Collateral Agent, together with such Loan Documents, (i)
   certified copies of such Subsidiary's Articles or Certificate of
   Incorporation (or comparable constituent documents), together, if
   applicable, with a good standing certificate from the Secretary of State of
   the jurisdiction of its incorporation, each to be dated a recent date prior
   to their delivery to Chase Co-Administrative Agent, (ii) a copy, if
   applicable, of such Subsidiary's Bylaws, certified by its corporate
   secretary or an assistant corporate secretary as of a recent date prior to
   their delivery to Chase Co-Administrative Agent and Collateral Agent, (iii)
   a certificate executed by the secretary or an assistant secretary of such
   Subsidiary as to (a) the incumbency and signatures of the officers of such
   Subsidiary executing the Subsidiary Guaranty and to which such Subsidiary
   is a party and (b) the fact that the attached resolutions of the Board of
   Directors of such Subsidiary authorizing the execution, delivery and
   performance of the Subsidiary Guaranty and the Subsidiary Security
   Agreements to which such Subsidiary is a party are in full force and effect
   and have not been modified or rescinded, and (iv) a favorable opinion of
   counsel to such Subsidiary, in form and substance satisfactory to Chase Co-
   Administrative Agent and its counsel, as to (a) the due organization and
   good standing of such Subsidiary, (b) the due authorization, execution and
   delivery by such Subsidiary of the Subsidiary Guaranty and the Subsidiary
   Security Agreements to which such Subsidiary is a party, (c) the
   enforceability of the Subsidiary Guaranty and the Subsidiary Security
   Agreements to which such Subsidiary is a party against such Subsidiary, and
   (d) such other matters as Chase Co-Administrative Agent and Collateral
   Agent may reasonably request, all of the foregoing to be reasonably
   satisfactory in form and substance to Chase Co-Administrative Agent and its
   counsel and Collateral Agent.

   6.10  INTEREST RATE PROTECTION.

        At all times after the Effective Date, Company shall maintain in
   effect one or more Interest Rate Agreements with respect to the Loans, in
   an aggregate notional principal amount of not less than $50,000,000, which
   Interest Rate Agreements shall have the effect of establishing a maximum
   interest rate of not more than 10% per annum with respect to such notional
   principal amount, each such Interest Rate Agreement to be in form and
   substance satisfactory to Co-Administrative Agents and with a term of not
   less than three years.

   6.11  FURTHER ASSURANCES.

        At any time or from time to time upon the request of either Co-
   Administrative Agent, Company will, at its expense, promptly execute,
<PAGE>

   acknowledge and deliver such further documents and do such other acts and
   things as such Co-Administrative Agent may reasonably request in order to
   effect fully the purposes of the Loan Documents and to provide for payment
   of the Obligations in accordance with the terms of this Agreement, the
   Notes and the other Loan Documents.  In furtherance and not in limitation
   of the foregoing, Company shall take, and cause each of its Subsidiaries to
   take, such actions as either Co-Administrative Agent may reasonably request
   from time to time (including, without limitation, the execution and
   delivery of guaranties, security agreements, pledge agreements, mortgages,
   deeds of trust, stock powers, financing statements and other documents, the
   filing or recording of any of the foregoing, title insurance with respect
   to any of the foregoing that relates to an interest in real property, and
   the delivery of stock certificates and other collateral with respect to
   which perfection is obtained by possession) to ensure that the Obligations
   are guarantied by Subsidiary Guarantors and are secured by substantially
   all of the assets of Company and its domestic Subsidiaries.  In the event
   that Company or any of its Subsidiaries creates a new domestic Subsidiary,
   all of the capital stock or partnership interests of such new domestic
   Subsidiary shall be duly and validly pledged to Collateral Agent for the
   benefit of Agents and Lenders pursuant to the Collateral Documents, subject
   to no other Liens.

   6.12  POST-CLOSING DELIVERIES.

        Company shall (i) deliver to Agents the results of a recent search, by
   a Person satisfactory to Agents, of all effective UCC financing statements
   and fixture filings which may have been made with respect to any personal
   or mixed property of NSA and its Subsidiaries, together with copies of all
   such filings disclosed by such search, and (ii) deliver to Chase Co-
   Administrative Agent evidence reasonably satisfactory to Chase Co-
   Administrative Agent that all other filings (including, without limitation,
   UCC-3 termination statements and filings with the United States Patent and
   Trademark Office of trademark assignments for all trademarks used by
   Company and its Subsidiaries registered in the United States), recordings
   and other actions that either Chase Co-Administrative Agent or Collateral
   Agent deems necessary or advisable to establish, preserve and perfect the
   first priority Liens (subject to Liens consented to in writing by Co-
   Administrative Agents and Requisite Lenders or permitted by subsection 7.2
   with respect to such Collateral) granted to Collateral Agent in personal
   and mixed property shall have been made, in each case within 30 days after
   the Funding Date for the NSA Acquisition Loans.


                                    SECTION 7.
                                NEGATIVE COVENANTS

        Company covenants and agrees that, so long as any of the Commitments
   hereunder shall remain in effect and until payment in full of all of the
   Loans and other Obligations and the cancellation or expiration of all
   Letters of Credit, unless Requisite Lenders shall otherwise give prior
   written consent, Company shall perform, and shall cause each of its
   Subsidiaries to perform, all covenants in this Section 7.

   7.1  INDEBTEDNESS.

        Company shall not, and shall not permit any of its Subsidiaries to,
   directly or indirectly, create, incur, assume or guaranty, or otherwise
   become or remain directly or indirectly liable with respect to, any
   Indebtedness, except:

             (i) Company may become and remain liable with respect to the
        Obligations;
<PAGE>

             (ii) Company and its Subsidiaries may become and remain liable
        with respect to Contingent Obligations permitted by subsection 7.4
        and, upon any matured obligations actually arising pursuant thereto,
        the Indebtedness corresponding to the Contingent Obligations so
        extinguished;

             (iii) Company and its Subsidiaries, as applicable, may remain
        liable with respect to Indebtedness described in Schedule 7.1 annexed
        hereto;

             (iv) Indebtedness of Company and its Subsidiaries (a) under
        Capital Leases capitalized on the consolidated balance sheet of
        Company as liabilities or (b) secured by Liens permitted under
        subsection 7.2A(iii), in an aggregate amount not exceeding $15,000,000
        at any time outstanding;

             (v) Company may become and remain liable with respect to
        Indebtedness to any of its domestic Wholly Owned Subsidiaries, and any
        domestic Wholly Owned Subsidiary of Company may become and remain
        liable with respect to Indebtedness to Company or any other domestic
        Wholly Owned Subsidiary of Company provided that (a) all such
        intercompany Indebtedness shall be evidenced by promissory notes,
        (b) all such intercompany Indebtedness owed by Company to any of its
        respective Subsidiaries shall be subordinated in right of payment to
        the payment in full of the Obligations pursuant to the terms of the
        applicable promissory notes or an intercompany subordination
        agreement, in each case in form and substance satisfactory to Co-
        Administrative Agents, and (c) any payment by Company or by any
        Subsidiary of Company under any guaranty of the Obligations shall
        result in a pro tanto reduction of the amount of any intercompany
        Indebtedness owed by Company or by such Subsidiary to Company or to
        any of its Subsidiaries for whose benefit such payment is made;

             (vi) Company may become and remain liable with respect to the
        Subordinated Notes;

             (vii) Company may become and remain liable with respect to
        Permitted Seller Notes, provided that the aggregate principal amount
        of such notes issued shall not exceed $5,000,000 prior to the first
        Anniversary and $25,000,000 thereafter; and

             (viii) Company and its Subsidiaries may become and remain liable
        with respect to other Indebtedness in an aggregate principal amount
        not to exceed at any time outstanding $5,000,000.

   7.2  LIENS AND RELATED MATTERS.

        A.  PROHIBITION ON LIENS.  Company shall not, and shall not permit any
   of its Subsidiaries to, directly or indirectly, create, incur, assume or
   permit to exist any Lien on or with respect to any property or asset of any
   kind (including any document or instrument in respect of goods or accounts
   receivable) of Company or any of its Subsidiaries, whether now owned or
   hereafter acquired, or any income or profits therefrom, or file or permit
   the filing of, or permit to remain in effect, any financing statement, or
   other similar notice of any Lien with respect to any such property, asset,
   income or profits under the Uniform Commercial Code of any state or under
   any similar recording or notice statute, except:

             (i) Permitted Encumbrances;

             (ii) Liens described in Schedule 7.2 annexed hereto;

             (iii) Purchase money security interests (including mortgages,
<PAGE>

        conditional sales, Capital Leases and any other title retention or
        deferred purchase devices) in tangible personal property of Company or
        any of its Subsidiaries existing or created at the time of acquisition
        thereof or within 30 days thereafter, and the renewal, extension and
        refunding of any such security interest in an amount not exceeding the
        amount thereof remaining unpaid immediately prior to such renewal,
        extension or refunding; provided, however, that such Indebtedness is
        permitted by subsection 7.1(iv) hereof;

             (iv) Other Liens on assets of Company and its Subsidiaries
        securing Indebtedness in an aggregate amount not to exceed $2,000,000
        at any time outstanding; and

             (v) Liens granted pursuant to the Collateral Documents.

        B.  EQUITABLE LIEN IN FAVOR OF LENDERS.  If Company or any of its
   Subsidiaries shall create or assume any consensual Lien upon any of its
   properties or assets, whether now owned or hereafter acquired, other than
   Liens excepted by the provisions of subsection 7.2A, it shall make or cause
   to be made effective provision whereby the Obligations will be secured by
   such Lien equally and ratably with any and all other Indebtedness secured
   thereby as long as any such Indebtedness shall be so secured; provided
   that, notwithstanding the foregoing, this covenant shall not be construed
   as a consent by Requisite Lenders to the creation or assumption of any such
   Lien not permitted by the provisions of subsection 7.2A.

        C.  NO FURTHER NEGATIVE PLEDGES.  Except with respect to specific
   property encumbered to secure payment of particular Indebtedness or to be
   sold pursuant to an executed agreement with respect to an Asset Sale,
   neither Company nor any of its Subsidiaries shall enter into any agreement
   prohibiting the creation or assumption of any Lien upon any of its
   properties or assets, whether now owned or hereafter acquired.

        D.  NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO COMPANY OR OTHER
   SUBSIDIARIES.  Except as provided herein Company will not, and will not
   permit any of its Subsidiaries to, create or otherwise cause or suffer to
   exist or become effective any consensual encumbrance or restriction of any
   kind on the ability of any such Subsidiary to (i) pay dividends or make any
   other distributions on any of such Subsidiary's capital stock owned by
   Company or any other Subsidiary of Company, (ii) repay or prepay any
   Indebtedness owed by such Subsidiary to Company or any other Subsidiary of
   Company, (iii) make loans or advances to Company or any other Subsidiary of
   Company, or (iv) transfer any of its property or assets to Company or any
   other Subsidiary of Company.

   7.3  INVESTMENTS; JOINT VENTURES.

        Company shall not, and shall not permit any of its Subsidiaries to,
   directly or indirectly, make or own any Investment in any Person, including
   any Joint Venture, except:

             (i) Company and its Subsidiaries may make and own Investments in
        Cash Equivalents;

             (ii) Company and its Subsidiaries may continue to own (a) the
        Investments owned by them as of the Effective Date in any Subsidiaries
        of Company and (b) Investments in any Subsidiaries of Company formed
        or acquired in accordance with the terms hereof pursuant to the NSA
        Acquisition and the Accelerated Acquisition on or prior to the Funding
        Dates for Acquisition Loans;

             (iii) Company and its Subsidiaries may make intercompany loans to
        the extent permitted under subsection 7.1(v);
<PAGE>

             (iv) Payco may continue to own the Joint Ventures owned by it as
        of the Effective Date;

             (v) Company and its Subsidiaries may make and own Investments in
        Permitted Joint Ventures; provided that (a) at the time of such
        Investment, and after giving effect thereto, no Potential Event of
        Default or Event of Default shall have occurred and be continuing,
        (b) the aggregate amount of all such Investments made after the
        Closing Date shall not exceed $5,000,000, and (c) Company and its
        Subsidiaries shall pledge all of their respective equity interests in
        any Permitted Joint Venture to Collateral Agent to secure the
        Obligations under the Loan Documents (except to the extent, and only
        to the extent, such pledge of the equity interests in a Permitted
        Joint Venture organized under the laws of a foreign country would
        result in Company incurring additional liabilities for taxes);

             (vi) Company may make and own Investments consisting of notes
        received in connection with any Asset Sale limited to 20% of the total
        sale price of the assets sold in such Asset Sale; provided that the
        aggregate principal amount of such notes at any time outstanding shall
        not exceed $2,000,000;

             (vii) Company and its Subsidiaries may make and own Investments
        in connection with a Permitted Acquisition or a Permitted Portfolio
        Acquisition;

             (viii) Company and its Subsidiaries may make Consolidated
        Maintenance Capital Expenditures permitted by subsection 7.8;

             (ix) Company and its Subsidiaries may make and own other
        Investments in an aggregate amount not to exceed at any time
        $2,500,000; and

             (x) Company may make the Investments permitted under subsection
        7.7(vi).

   7.4  CONTINGENT OBLIGATIONS.

        Company shall not, and shall not permit any of its Subsidiaries to,
   directly or indirectly, create or become or remain liable with respect to
   any Contingent Obligation, except:

             (i) Company may become and remain liable with respect to
        Contingent Obligations in respect of Letters of Credit, as applicable,
        and Subsidiaries of Company may become and remain liable with respect
        to Contingent Obligations arising under the Subsidiary Guaranty;

             (ii) Company and its Subsidiaries may become and remain liable
        with respect to Contingent Obligations under Interest Rate Agreements
        required under subsection 6.10;

             (iii) Company and its Subsidiaries may become and remain liable
        with respect to Contingent Obligations in respect of customary
        indemnification and purchase price adjustment obligations incurred in
        the ordinary course of business in connection with Asset Sales or
        other sales of assets;

             (iv) Company and its Subsidiaries may become and remain liable
        with respect to Contingent Obligations under guarantees in the
        ordinary course of business of the obligations of suppliers,
        landlords, customers, franchisees and licensees of Company and its
        Subsidiaries in an aggregate amount not to exceed at any time
        $1,000,000;
<PAGE>

             (v) Company and its Subsidiaries may become and remain liable
        with respect to Contingent Obligations under guarantees in the
        ordinary course of business with respect to the performance by Company
        or any of its Subsidiaries of obligations under collection contracts;

             (vi) Company may become and remain liable with respect to
        Contingent Obligations in respect of Earn Out Agreements in connection
        with Permitted Acquisitions and Company and its Subsidiaries may
        become and remain liable with respect to Contingent Obligations in
        respect of Forward Flow Contracts; provided that to the extent that
        purchases of receivables portfolios from a single seller (together
        with all Affiliates of such seller) party to a Forward Flow Contract
        with Company or any of its Subsidiaries exceed $750,000 in any 12-
        month period, any receivables portfolio purchased during such 12-month
        period under a Forward Flow Contract with such seller shall be a
        Qualified Loan Portfolio;

             (vii) Company and its Subsidiaries, as applicable, may remain
        liable with respect to Contingent Obligations described in
        Schedule 7.4 annexed hereto;

             (viii) Subsidiaries of Company may become and remain liable with
        respect to the Subordinated Note Guaranty; and

             (ix) Company and its Subsidiaries may become and remain liable
        with respect to other Contingent Obligations; provided that the
        maximum aggregate liability, contingent or otherwise, of Company and
        its Subsidiaries in respect of all such Contingent Obligations shall
        at no time exceed $1,000,000.

   7.5  RESTRICTED JUNIOR PAYMENTS.

        Company shall not, and shall not permit any of its respective
   Subsidiaries to, directly or indirectly, declare, order, pay, make or set
   apart any sum for any Restricted Junior Payment; provided that (i) Company
   may make scheduled interest payments in respect of the Subordinated Notes
   in accordance with the terms of the Subordinated Note Indenture; (ii)
   Company may make scheduled interest and principal payments in respect of
   the Existing Seller Note and any Permitted Seller Notes permitted by
   subsection 7.1(viii) in accordance with the terms of the Existing Seller
   Note and such Permitted Seller Notes; (iii) so long as no Event of Default
   or Potential Event of Default shall have occurred and be continuing or
   shall be caused thereby, Company may make payments in an aggregate amount
   not to exceed $1,000,000 in any Fiscal Year to the extent necessary to
   repurchase shares of Company Common Stock from officers, directors or
   employees of Company or any of its Subsidiaries following termination of
   employment of any such officer, director or employee by reason of death,
   disability, retirement or resignation or following other events customarily
   requiring or permitting such repurchase, in each case in accordance with
   the terms of customary terms of management and/or employee stock plans,
   stock subscription agreements or shareholder agreements entered into with
   officers, directors or employees of Company or any of its Subsidiaries;
   (iv) so long as no Event of Default or Potential Event of Default shall
   have occurred and be continuing or shall be caused thereby, Company may
   repurchase Company Preferred Stock and make payments of accrued and unpaid
   dividends to the holders of Company Preferred Stock, provided that in no
   event may Company pay any dividend on or repurchase Company Preferred Stock
   unless both (x) the Leverage Ratio for the most recently ended four-Fiscal
   Quarter period does not exceed 2.0:1.0 and (y) at least 50% of the initial
   aggregate principal amount of the Term Loans has been repaid.

   7.6  FINANCIAL COVENANTS.
<PAGE>

        A.  MINIMUM INTEREST COVERAGE RATIO.  The ratio of (i) Consolidated
   EBITDA to (ii) Consolidated Interest Expense for any four-Fiscal Quarter
   period (each such four-Fiscal Quarter period being a "CALCULATION PERIOD")
   ending during any of the periods set forth below shall not be less than the
   correlative ratio indicated:


                      PERIOD DURING              MINIMUM
                    WHICH CALCULATION       INTEREST COVERAGE
                       PERIOD ENDS                RATIO

                     Closing Date -             2.25:1.00
                        12/31/97

                   01/01/98 - 12/31/98          2.50:1.00
                   01/01/99 - 12/31/99          2.75:1.00

                       Thereafter               3.00:1.00

        B.  MAXIMUM LEVERAGE RATIO.  The ratio of (i) Consolidated Total Debt
   as of the last day (any such day being a "CALCULATION DATE") of any Fiscal
   Quarter ending during any of the periods set forth below to (ii)
   Consolidated EBITDA for the Calculation Period ending on such Calculation
   Date shall not exceed the correlative ratio indicated:


                      PERIOD DURING              MAXIMUM
                 WHICH CALCULATION DATE          LEVERAGE
                         OCCURS                   RATIO

                     Closing Date -             4.00:1.00
                        12/31/97

                   01/01/98 - 12/31/98          3.75:1.00
                   01/01/99 - 12/31/99          3.50:1.00

                   01/01/00 - 12/31/00          3.25:1.00

                   01/01/01 - 12/31/01          3.00:1.00
                       Thereafter               2.75:1.00


        C.  MINIMUM FIXED CHARGE COVERAGE RATIO.  The ratio of (i)
   Consolidated EBITDA to (ii) Consolidated Fixed Charges for any Calculation
   Period ending after the Closing Date shall not be less than 1.05:1.00.

        D.  CONSOLIDATED MAINTENANCE CAPITAL EXPENDITURES.  Company shall not,
   and shall not permit its Subsidiaries to, make or incur Consolidated
   Maintenance Capital Expenditures, in any Fiscal Year indicated below, in an
   aggregate amount in excess of the corresponding amount (the "MAXIMUM
   CONSOLIDATED MAINTENANCE CAPITAL EXPENDITURES AMOUNT") set forth below
   opposite such Fiscal Year; provided that the Maximum Consolidated
   Maintenance Capital Expenditures Amount for any Fiscal Year other than
   Fiscal Year 1997 shall be increased by an amount equal to the excess, if
   any (but in no event more than 25% of the Maximum Consolidated Maintenance
   Capital Expenditures Amount for the previous Fiscal Year), of the Maximum
   Consolidated Maintenance Capital Expenditures Amount for the previous
   Fiscal Year over the actual amount of Consolidated Maintenance Capital
   Expenditures for such previous Fiscal Year; and provided further, that
   immediately following any acquisition permitted under subsection 7.7(v) or
   7.7(vi), the Maximum Consolidated Maintenance Capital Expenditures Amount
   for the Fiscal Year during which such acquisition occurs (other than Fiscal
   Year 1997) and for each Fiscal Year thereafter shall be increased, in each
<PAGE>

   case, by an amount equal to the product of (i) the Maximum Consolidated
   Maintenance Capital Expenditures Amount in effect immediately prior to such
   acquisition multiplied by (ii) the ratio of (a) Consolidated EBITDA
   attributable to the business or assets so acquired but not attributable to
   any Portfolio Purchase Business so acquired to (b) Consolidated EBITDA not
   attributable to the Portfolio Purchase Business of Company and its
   Subsidiaries without giving effect to such acquisition, determined in the
   case of clauses (a) and (b) for the four-Fiscal Quarter period most
   recently ended prior to such acquisition.


                                           MAXIMUM CONSOLIDATED
                                               MAINTENANCE
                       FISCAL YEAR         CAPITAL EXPENDITURES

                          1997                  $9,500,000

                       Thereafter               $8,000,000

        E.  CERTAIN CALCULATIONS.  With respect to any period during which new
   Subsidiaries, assets or businesses are acquired pursuant to
   subsection 7.7(v) or 7.7(vi), for purposes of determining compliance with
   the financial covenants set forth in this subsection 7.6, Consolidated
   EBITDA and Consolidated Interest Expense shall be calculated with respect
   to such periods and such Subsidiaries, assets or businesses on a pro forma
   basis (including pro forma adjustments arising out of events which are
   directly attributable to a specific transaction, are factually supportable
   and are expected to have a continuing impact, in each case determined on a
   basis consistent with Article 11 of Regulation S-X promulgated under the
   Securities Act and as interpreted by the staff of the Securities and
   Exchange Commission prior to December 1996, which would include cost
   savings resulting from head count reduction, closure of facilities and
   similar restructuring charges, which pro forma adjustments shall be
   certified by the chief financial officer of Company) using the historical
   financial statements of all entities or assets so acquired or to be
   acquired and the consolidated financial statements of Company and its
   Subsidiaries which shall be reformulated (i) as if such acquisition, and
   any acquisitions which have been consummated during such period, and any
   Indebtedness or other liabilities incurred in connection with any such
   acquisition had been consummated or incurred at the beginning of such
   period (and assuming that such Indebtedness bears interest during any
   portion of the applicable measurement period prior to the relevant
   acquisition at the weighted average of the interest rates applicable to
   outstanding Loans during such period), and (ii) otherwise in conformity
   with certain procedures to be agreed upon between Co-Administrative Agents
   and Company, all such calculations to be in form and substance satisfactory
   to Co-Administrative Agents.  Notwithstanding anything to the contrary set
   forth in this subsection 7.6, with respect to the calculation of Con-
   solidated EBITDA and Consolidated Interest Expense for purposes of this
   subsection 7.6, for any Four Fiscal Quarter period ending prior to Decem-
   ber 31, 1997, Consolidated EBITDA and Consolidated Interest Expense shall
   be calculated with respect to such period on a pro forma basis (including
   pro forma adjustments (not in excess of $10,000,000) arising out of events
   which are directly attributable to a specific transaction, are factually
   supportable and are expected to have a continuing impact, in each case
   determined on a basis consistent with Article 11 of Regulation S-X
   promulgated under the Securities Act and as interpreted by the staff of the
   Securities and Exchange Commission prior to December 1996, which would
   include cost savings resulting from head count reduction, closure of
   facilities and similar restructuring charges) using the historical
   financial statements of the Company and Subsidiaries, MLQ Investors, L.P.
   ("MLQ") and Payco and its Subsidiaries which shall be reformulated as if
   the Acquisition and the acquisition by Company of participation interests
<PAGE>

   in certain portfolios of delinquent accounts held by MLQ (the "MLQ
   PURCHASE") had been consummated at the beginning of such period and any
   Indebtedness or other liabilities incurred in connection with the
   Acquisition and the MLQ Purchase had been consummated or incurred at the
   beginning of such period (and assuming that such Indebtedness bears
   interest during any portion of the applicable measurement period prior to
   the Acquisition at the weighted average of the interest rates applicable to
   outstanding Loans during the portion of such period since the Closing
   Date).  At the time of delivery of a Compliance Certificate with respect to
   any period for which the foregoing adjustments are made, Company shall
   deliver an Officer's Certificate certifying that the cost savings and other
   adjustments included in such calculation are expected to be implemented on
   or prior to December 31, 1997.

   7.7  RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES.

        Company shall not, and shall not permit any of its Subsidiaries to,
   alter the corporate, capital or legal structure of Company or any of its
   Subsidiaries, create any new Subsidiaries or enter into any transaction of
   merger or consolidation, or liquidate, wind-up or dissolve itself (or
   suffer any liquidation or dissolution), or convey, sell, lease, sub-lease,
   transfer or otherwise dispose of, in one transaction or a series of
   transactions, all or any substantial part of its business, property or
   fixed assets, whether now owned or hereafter acquired, or acquire by
   purchase or otherwise any part of the business, property or fixed assets
   of, or stock or other evidence of beneficial ownership of, any Person,
   except:

             (i) any Subsidiary of Company may be merged with or into Company
        or any domestic Wholly Owned Subsidiary of Company, or be liquidated,
        wound up or dissolved, or all or any substantial part of its business,
        property or assets may be conveyed, sold, leased, transferred or
        otherwise disposed of, in one transaction or a series of transactions,
        to Company or any domestic Wholly Owned Subsidiary of Company;
        provided that, in the case of such a merger, Company or such Wholly
        Owned Subsidiary shall be the continuing or surviving corporation;

             (ii) Company and its Subsidiaries may acquire inventory (other
        than receivables portfolios), equipment and other assets in the
        ordinary course of business;

             (iii) Company and its Subsidiaries may sell or otherwise dispose
        of assets in transactions that do not constitute Asset Sales; provided
        that the consideration received for such assets shall be in an amount
        at least equal to the fair market value thereof (determined in good
        faith by the board of directors of Company);

             (iv) Company and its Subsidiaries may make any Asset Sale of
        assets that have, in the aggregate, a fair market value (determined in
        good faith by the board of directors of Company) not in excess of 20%
        of Consolidated EBITDA for the four-Fiscal Quarter period most
        recently ended prior to such Asset Sale; provided that (x) the
        consideration received for such assets shall be in an amount at least
        equal to the fair market value thereof (determined in good faith by
        the board of directors of Company); (y) not less than 80% of the
        consideration received therefor shall be cash; and (z) the proceeds of
        such Asset Sales shall be applied as required by subsection
        2.4B(iii)(a);

             (v) Company may make acquisitions of receivables portfolios and
        other assets and businesses (including acquisitions of the capital
        stock of another Person), provided that:
<PAGE>

                  (a) in the event that the aggregate amount of all such
             acquisitions in any Fiscal Year would exceed $5,000,000 after
             giving effect to any such proposed acquisition, (x) the Interest
             Coverage Ratio (calculated on a pro forma basis giving effect to
             the proposed acquisition) shall not be less than the ratio set
             forth in subsection 7.6A applicable at the time of such
             acquisition plus 0.25 and (y) the Leverage Ratio (calculated on a
             pro forma basis giving effect to the proposed acquisition) shall
             not be greater than (1) the ratio set forth in subsection 7.6B
             applicable at the time of such acquisition, if such acquisition
             is consummated on or prior to December 31, 1997, and (2) the
             ratio set forth in subsection 7.6B applicable at the time of such
             acquisition minus 0.25, if such acquisition is consummated after
             December 31, 1997;

                  (b) any receivables portfolio acquired shall be a Qualified
             Loan Portfolio;

                  (c) the aggregate amount expended for such acquisitions
             during (1) Fiscal Year 1997 shall not exceed $60,000,000 and (2)
             any Fiscal Year thereafter shall not exceed $30,000,000;
             provided, however, that amounts expended in connection with the
             acquisition permitted under subsection 7.7(vi) shall not be
             included in the calculation of such aggregate amount; and
             provided further, that such amount shall (A) in Fiscal Year 1998,
             be increased by an amount equal to the excess, if any, of
             $60,000,000 over the actual amount expended for acquisitions
             permitted under this subsection 7.7(v) for Fiscal Year 1997, and
             (B) in Fiscal Year 1999 and each Fiscal Year thereafter, be
             increased by an amount equal to the excess, if any (but in no
             event more than $10,000,000), of $30,000,000 over the actual
             amount expended for acquisitions permitted under this subsection
             7.7(v) for the immediately preceding Fiscal Year;

                  (d) that portion of Consolidated EBITDA attributable to any
             assets so acquired in any single acquisition or series of related
             acquisitions, as projected by Company for the twelve-month period
             immediately following the date of such acquisition or the date of
             the first of such series of related acquisitions, as the case may
             be, shall not exceed 20% of Consolidated EBITDA for the four-
             Fiscal Quarter period most recently ended prior to the date of
             such acquisition, and Company shall have delivered an Officer's
             Certificate to Co-Administrative Agents (together with supporting
             information therefor) to the foregoing effect; and

                  (e) no Event of Default or Potential Event of Default shall
             have occurred and be continuing at the time of such acquisition
             or shall be caused thereby; and

             (vi) Company may consummate the Accelerated Acquisition and the
        NSA Acquisition on the Effective Date and on the relevant Funding Date
        thereafter for Acquisition Loans.

   7.8  SALES AND LEASE-BACKS.

        Company shall not, and shall not permit any of its Subsidiaries to,
   directly or indirectly, become or remain liable as lessee or as a guarantor
   or other surety with respect to any lease, whether an Operating Lease or a
   Capital Lease, of any property (whether real, personal or mixed), whether
   now owned or hereafter acquired, (i) which Company or any of its
   Subsidiaries has sold or transferred or is to sell or transfer to any other
   Person (other than Company or any of its Subsidiaries) or (ii) which
   Company or any of its Subsidiaries intends to use for substantially the
<PAGE>

   same purpose as any other property which has been or is to be sold or
   transferred by Company or any of its Subsidiaries to any Person (other than
   Company or any of its Subsidiaries) in connection with such lease.

   7.9  TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.

        Company shall not, and shall not permit any of its Subsidiaries to,
   directly or indirectly, enter into or permit to exist any transaction
   (including, without limitation, the purchase, sale, lease or exchange of
   any property or the rendering of any service) with any holder of 5% or more
   of any class of equity Securities of Company or with any Affiliate of
   Company or of any such holder, on terms that are less favorable to Company
   or that Subsidiary, as the case may be, than those that might be obtained
   at the time from Persons who are not such a holder or Affiliate; provided
   that the foregoing restriction shall not apply to (i) any transaction
   between Company and any of its Wholly Owned Subsidiaries or between any of
   its Wholly Owned Subsidiaries, (ii) reasonable and customary fees paid to
   members of the boards of directors of Company and its Subsidiaries,
   (iii) fees, expenses and other amounts payable to the MDC Entities on the
   Closing Date and/or the Effective Date, and (iv) the Management Fees.

   7.10  DISPOSAL OF SUBSIDIARY STOCK.

        Company shall not:

             (i) directly or indirectly sell, assign, pledge or otherwise
        encumber or dispose of any shares of capital stock or other equity
        Securities of any of its Subsidiaries, except as permitted under this
        Agreement or the Collateral Documents or to qualify directors if
        required by applicable law; or

             (ii) permit any of its Subsidiaries directly or indirectly to
        sell, assign, pledge or otherwise encumber or dispose of any shares of
        capital stock or other equity Securities of any of its Subsidiaries
        (including such Subsidiary), except as permitted under this Agreement
        or the Collateral Documents or to Company, another wholly-owned
        Subsidiary of Company, or to qualify directors if required by
        applicable law.

   7.11  CONDUCT OF BUSINESS.

        Company shall not, and shall not permit any of its Subsidiaries to,
   engage in any business other than (i) the businesses engaged in by Company
   and its Subsidiaries on the Effective Date (after giving effect to the
   Accelerated Acquisition) and similar or related businesses and (ii) such
   other lines of business as may be consented to by Co-Administrative Agents
   and Requisite Lenders.

   7.12  AMENDMENTS OR WAIVERS OF CERTAIN RELATED AGREEMENTS; AMENDMENTS OF
   DOCUMENTS RELATING TO SUBORDINATED INDEBTEDNESS; DESIGNATION OF "DESIGNATED
   SENIOR DEBT"; PREFERRED STOCK.

        A.  AMENDMENTS OR WAIVERS OF CERTAIN RELATED AGREEMENTS.  Neither
   Company nor any of its Subsidiaries will agree to any material amendment
   to, or waive any of its material rights under, any Related Agreement (other
   than any Related Agreement evidencing or governing any Subordinated
   Indebtedness), the MDC Advisory Services Agreement, the HBR Services
   Agreement or the Stockholders Agreement after the Closing Date if such
   amendment or waiver would be adverse to Lenders without in each case
   obtaining the prior written consent of Requisite Lenders to such amendment
   or waiver; provided, however, that if certain performance criteria
   determined by the Board of Directors of Company are met from time to time,
   Company may amend the MDC Advisory Services Agreement without the consent
<PAGE>

   of Lenders to provide for an increase or increases in the annual Management
   Fee payable thereunder, provided that such Management Fee shall not exceed
   $750,000 annually.

        B.  AMENDMENTS OF DOCUMENTS RELATING TO SUBORDINATED INDEBTEDNESS. 
   Company shall not, and shall not permit any of its Subsidiaries to, amend
   or otherwise change the terms of any Subordinated Indebtedness or
   Subordinated Note Document, or make any payment consistent with an
   amendment thereof or change thereto, if the effect of such amendment or
   change is to increase the interest rate on such Subordinated Indebtedness,
   change (to earlier dates) any dates upon which payments of principal or
   interest are due thereon, change any event of default or condition to an
   event of default with respect thereto (other than to eliminate any such
   event of default or increase any grace period related thereto), change the
   redemption, prepayment or defeasance provisions thereof, change the
   subordination provisions thereof (or of any guaranty thereof), or change
   any collateral therefor (other than to release such collateral), or if the
   effect of such amendment or change, together with all other amendments or
   changes made, is to increase materially the obligations of the obligor
   thereunder or to confer any additional rights on the holders of such
   Subordinated Indebtedness (or trustee or other representative on their
   behalf) which would be adverse to Company or Lenders.

        C.  DESIGNATION OF "DESIGNATED SENIOR DEBT".  Company shall not
   designate any Indebtedness as "Designated Senior Debt" (as defined in the
   Subordinated Note Indenture) for purposes of the Subordinated Note
   Indenture without the prior written consent of Requisite Lenders.

        D.  PREFERRED STOCK.  Without the prior written approval of Requisite
   Lenders, Company shall not amend, restate, supplement or otherwise modify
   its Articles of Incorporation if the effect of such amendment, restatement,
   supplement or modification is to (i) increase the dividend rate payable on,
   or change the redemption provisions of, the Company Preferred Stock, (ii)
   together with all other amendments or changes made, increase materially the
   obligations of Company to the holders of the Company Preferred Stock, (iii)
   confer any additional rights on the holders of the Company Preferred Stock
   which would be adverse to Company or Lenders, or (iv) provide for the
   issuance of any preferred stock of Company in addition to the Company
   Preferred Stock or the filing or amendment of any certificate of
   designation with respect thereto.

   7.13  FISCAL YEAR.

        Company shall not change its Fiscal Year-end from December 31.



                                    SECTION 8.
                                EVENTS OF DEFAULT

        IF any of the following conditions or events ("EVENTS OF DEFAULT")
   shall occur:

   8.1  FAILURE TO MAKE PAYMENTS WHEN DUE.

        Failure by Company to pay any installment of principal of any Loan
   when due, whether at stated maturity, by acceleration, by notice of
   prepayment or otherwise; failure by Company to pay when due any amount
   payable to an Issuing Lender in reimbursement of any drawing honored or
   payment made under a Letter of Credit; or failure by Company to pay any
   interest on any Loan or any fee or any other amount due under this
   Agreement within five days after the date due; or
<PAGE>

   8.2  DEFAULT IN OTHER AGREEMENTS.

        (i) Failure of Company or any of its Subsidiaries to pay when due
   (a) any principal of or interest on any Indebtedness (other than
   Indebtedness referred to in subsection 8.1) in an individual principal
   amount of $2,500,000 or more or any items of Indebtedness with an aggregate
   principal amount of $5,000,000 or more or (b) any Contingent Obligation in
   an individual principal amount of $2,500,000 or more or any Contingent
   Obligations with an aggregate principal amount of $5,000,000 or more, in
   each case beyond the end of any grace period provided therefor; or
   (ii) breach or default by Company or any of its Subsidiaries with respect
   to any other material term of (a) any evidence of any Indebtedness in an
   individual principal amount of $2,500,000 or more or any items of
   Indebtedness with an aggregate principal amount of $5,000,000 or more or
   any Contingent Obligation in an individual principal amount of $2,500,000
   or more or any Contingent Obligations with an aggregate principal amount of
   $5,000,000 or more or (b) any loan agreement, mortgage, indenture or other
   agreement relating to such Indebtedness or Contingent Obligation(s), if in
   any case under this clause (ii) the effect of such breach or default is to
   cause, or to permit the holder or holders of that Indebtedness or
   Contingent Obligation(s) (or a trustee on behalf of such holder or holders)
   to cause, that Indebtedness or Contingent Obligation(s) to become or be
   declared due and payable prior to its stated maturity or the stated
   maturity of any underlying obligation, as the case may be (upon the giving
   or receiving of notice, lapse of time, both, or otherwise); or

   8.3  BREACH OF CERTAIN COVENANTS.

        Failure of Company to perform or comply with any term or condition
   contained in subsection 2.4, 2.5 or 6.2 or Section 7 of this Agreement; or

   8.4  BREACH OF WARRANTY.

        Any material representation, warranty, certification or other
   statement made by Company or any of its Subsidiaries in any Loan Document
   or in any statement or certificate at any time given by Company or any of
   its Subsidiaries in writing pursuant hereto or thereto or in connection
   herewith or therewith shall be false in any material respect on the date as
   of which made; or

   8.5  OTHER DEFAULTS UNDER LOAN DOCUMENTS.

        Any Loan Party shall default in the performance of or compliance with
   any term contained in this Agreement or any of the other Loan Documents,
   other than any such term referred to in any other subsection of this
   Section 8, and such default shall not have been remedied or waived within
   30 days after the earlier of (i) an officer of Company becoming aware of
   such default or (ii) receipt by Company of notice from any Agent or Lender
   of such default; or

   8.6  INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

        (i) A court having jurisdiction in the premises shall enter a decree
   or order for relief in respect of Company or any of its Subsidiaries (other
   than Immaterial Subsidiaries) in an involuntary case under the Bankruptcy
   Code or under any other applicable bankruptcy, insolvency or similar law
   now or hereafter in effect, which decree or order is not stayed; or any
   other similar relief shall be granted under any applicable federal or state
   law; or (ii) an involuntary case shall be commenced against Company or any
   of its Subsidiaries (other than Immaterial Subsidiaries) under the
   Bankruptcy Code or under any other applicable bankruptcy, insolvency or
   similar law now or hereafter in effect; or a decree or order of a court
   having jurisdiction in the premises for the appointment of a receiver,
<PAGE>

   liquidator, sequestrator, trustee, custodian or other officer having
   similar powers over Company or any of its Subsidiaries (other than
   Immaterial Subsidiaries), or over all or a substantial part of its
   property, shall have been entered; or there shall have occurred the
   involuntary appointment of an interim receiver, trustee or other custodian
   of Company or any of its Subsidiaries (other than Immaterial Subsidiaries)
   for all or a substantial part of its property; or a warrant of attachment,
   execution or similar process shall have been issued against any substantial
   part of the property of Company or any of its Subsidiaries (other than
   Immaterial Subsidiaries), and any such event described in this clause (ii)
   shall continue for 60 days unless dismissed, bonded or discharged; or

   8.7  VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

        (i) Company or any of its Subsidiaries (other than Immaterial
   Subsidiaries) shall have an order for relief entered with respect to it or
   commence a voluntary case under the Bankruptcy Code or under any other
   applicable bankruptcy, insolvency or similar law now or hereafter in
   effect, or shall consent to the entry of an order for relief in an
   involuntary case, or to the conversion of an involuntary case to a
   voluntary case, under any such law, or shall consent to the appointment of
   or taking possession by a receiver, trustee or other custodian for all or a
   substantial part of its property; or Company or any of its Subsidiaries
   (other than Immaterial Subsidiaries) shall make any assignment for the
   benefit of creditors; or (ii) Company or any of its Subsidiaries (other
   than Immaterial Subsidiaries) shall be unable, or shall fail generally, or
   shall admit in writing its inability, to pay its debts as such debts become
   due; or the Board of Directors of Company or any of its Subsidiaries (other
   than Immaterial Subsidiaries) (or any committee thereof) shall adopt any
   resolution or otherwise authorize any action to approve any of the actions
   referred to in clause (i) above or this clause (ii); or

   8.8  JUDGMENTS AND ATTACHMENTS.

        (i) Any money judgment, writ or warrant of attachment or similar
   process involving (a) in any individual case an amount in excess of
   $2,500,000 or (b) in the aggregate at any time an amount in excess of
   $5,000,000 (in either case not adequately covered by insurance as to which
   a solvent and unaffiliated insurance company has acknowledged coverage)
   shall be entered or filed against Company or any of its Subsidiaries or any
   of their respective assets and shall remain undischarged, unvacated,
   unbonded or unstayed for a period of 60 days (or in any event later than
   five days prior to the date of any proposed sale thereunder); or (ii) any
   money judgment shall be rendered against Company or any of its Subsidiaries
   or any of their respective assets, or any settlement shall require payment
   by, Company or any of its Subsidiaries in any individual case in an amount
   in excess of $12,000,000; (iii) any of the following shall occur twice or
   both of the following shall occur:  (a) a money judgment in excess of
   $5,000,000 in an individual case shall be rendered against Company or any
   of its Subsidiaries or any of their respective assets, or (b) a settlement
   shall require payment by Company or any of its Subsidiaries in excess of
   $5,000,000 in an individual case; provided, however, that the amount of any
   money judgment or required settlement under the preceding clauses (ii) and
   (iii) shall not include for the purposes of such clauses any portion
   thereof which has been paid for by insurance or which is adequately covered
   by insurance as to which a solvent and unaffiliated insurance company has
   acknowledged coverage; or

   8.9  DISSOLUTION.

        Any order, judgment or decree shall be entered against Company or any
   of its Subsidiaries decreeing the dissolution or split up of Company or
   that Subsidiary and such order shall remain undischarged or unstayed for a
<PAGE>

   period in excess of 30 days; or

   8.10  EMPLOYEE BENEFIT PLANS.

        There shall occur one or more ERISA Events which individually or in
   the aggregate results in a Material Adverse Effect; or there shall exist an
   Unfunded Current Liability, individually or in the aggregate for all
   Pension Plans (excluding for purposes of such computation any Pension Plans
   with respect to which there is no Unfunded Current Liability), which would
   have a Material Adverse Effect; or

   8.11  CHANGE IN CONTROL.

        (i) Prior to the consummation of any initial public offering of
   Company Common Stock, (a) the MDC Entities shall at any time not own, in
   the aggregate, at least 51% of the combined voting power of Company voting
   Securities; or (b) any Person (other than the MDC Entities), including a
   "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange
   Act) which includes such Person, shall purchase or otherwise acquire,
   directly or indirectly, beneficial ownership of Securities of Company and,
   as a result of such purchase or acquisition, any Person (together with its
   associates and Affiliates), shall directly or indirectly beneficially own
   in the aggregate Securities representing more than 35% of the combined
   voting power of Company voting Securities; or (ii) at any time thereafter,
   (a) the MDC Entities together shall own, directly or indirectly, in the
   aggregate, a lesser percentage of the combined voting power of Company
   voting Securities than any other holder, including a "group" (within the
   meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) which includes
   such holder, of such voting Securities; (b) a majority of the members of
   the Board of Directors of Company shall not be Continuing Directors; or
   (c) any Person (other than the MDC Entities), including a "group" (within
   the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) which
   includes such Person, shall purchase or otherwise acquire, directly or
   indirectly, beneficial ownership of Securities of Company and, as a result
   of such purchase or acquisition, any Person (together with its associates
   and Affiliates), shall directly or indirectly beneficially own in the
   aggregate Securities representing more than 25% of the combined voting
   power of Company voting Securities; or

   8.12  INVALIDITY OF GUARANTIES.

        At any time after the execution and delivery thereof, any Guaranty of
   the Obligations of Company, for any reason other than the satisfaction in
   full of all Obligations, ceases to be in full force and effect or is
   declared to be null and void (except with respect to the obligations
   thereunder of Immaterial Subsidiaries of Company) or any Loan Party (other
   than Immaterial Subsidiaries of Company) denies in writing that it has any
   further liability, including, without limitation, with respect to future
   advances by Lenders, under any Loan Document to which it is a party; or

   8.13  FAILURE OF SECURITY.

        Any Collateral Document shall, at any time, cease to be in full force
   and effect (other than by reason of a release of Collateral thereunder in
   accordance with the terms hereof or thereof, the satisfaction in full of
   the Obligations or any other termination of such Collateral Document in
   accordance with the terms hereof or thereof) or shall be declared null and
   void; or the validity or enforceability thereof shall be contested in
   writing by any Loan Party; or Agent shall not have or shall cease to have a
   valid security interest in any Collateral purported to be covered thereby,
   perfected and with the priority required by the relevant Collateral
   Document, for any reason other than the failure of Agents or any Lender to
   take any action within its control, subject only to Liens permitted under
<PAGE>

   the applicable Collateral Documents; or

   8.14  FAILURE TO CONSUMMATE ACQUISITIONS.

        The Accelerated Acquisition shall not be consummated in accordance
   with this Agreement and the applicable Related Agreements concurrently with
   the making of the Accelerated Acquisition Loans, or the NSA Acquisition
   shall not be consummated in accordance with this Agreement and the
   applicable Related Agreements concurrently with the making of the NSA
   Acquisition Loans, or the Acquisition, the Accelerated Acquisition or the
   NSA Acquisition shall be unwound, reversed or otherwise rescinded in whole
   or in part for any reason; provided, however, that (i) if NSA shall have
   been acquired under the NSA Acquisition Agreement in accordance with the
   terms of the Existing Credit Agreement prior to the initial Funding Date
   for the Acquisition Loans, the failure of the NSA Acquisition to be
   consummated concurrently with the making of the NSA Acquisition Loans shall
   not constitute an Event of Default hereunder, and (ii) the failure of
   either the NSA Acquisition or the Accelerated Acquisition to be consummated
   shall not constitute an Event of Default hereunder; or

   8.15  DEFAULT UNDER SUBORDINATION PROVISIONS.

        Company or any guarantor of Subordinated Indebtedness shall fail to
   comply with the subordination provisions contained in the Subordinated Note
   Indenture or any other instrument, indenture or agreement pursuant to which
   such Subordinated Indebtedness is issued;

   THEN (i) upon the occurrence of any Event of Default described in
   subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and
   accrued interest on the Loans, (b) an amount equal to the maximum amount
   that may at any time be drawn under all Letters of Credit then outstanding
   (whether or not any beneficiary under any such Letter of Credit shall have
   presented, or shall be entitled at such time to present, the drafts or
   other documents or certificates required to draw under such Letter of
   Credit) and (c) all other Obligations shall automatically become
   immediately due and payable, without presentment, demand, protest or other
   requirements of any kind, all of which are hereby expressly waived by
   Company, and the obligation of each Lender to make any Loan, the obligation
   of Chase Co-Administrative Agent to issue any Letter of Credit and the
   right of any Lender to issue any Letter of Credit hereunder shall thereupon
   terminate, and (ii) upon the occurrence and during the continuation of any
   other Event of Default, Chase Co-Administrative Agent shall, upon the
   written request of Requisite Lenders, by written notice to Company, declare
   all or any portion of the amounts described in clauses (a) through (c)
   above to be, and the same shall forthwith become, immediately due and
   payable, and the obligation of each Lender to make any Loan, the obligation
   of Chase Co-Administrative Agent to issue any Letter of Credit and the
   right of any Lender to issue any Letter of Credit hereunder shall thereupon
   terminate; provided that the foregoing shall not affect in any way the
   obligations of Lenders under subsection 3.3C(i) or the obligations of
   Lenders to purchase participations in any unpaid Swing Line Loans as
   provided in subsection 2.1A(iv).

        Any amounts described in clause (b) above, when received by Chase Co-
   Administrative Agent, shall be held by Chase Co-Administrative Agent
   pursuant to the terms of the Collateral Account Agreement and shall be
   applied as therein provided.

        Notwithstanding anything contained in the second preceding paragraph,
   if at any time within 60 days after an acceleration of the Loans pursuant
   to such paragraph Company shall pay all arrears of interest and all
   payments on account of principal which shall have become due otherwise than
   as a result of such acceleration (with interest on principal and, to the
<PAGE>

   extent permitted by law, on overdue interest, at the rates specified in
   this Agreement) and all Events of Default and Potential Events of Default
   (other than non-payment of the principal of and accrued interest on the
   Loans, in each case which is due and payable solely by virtue of
   acceleration) shall be remedied or waived pursuant to subsection 10.6, then
   Requisite Lenders, by written notice to Company, may at their option
   rescind and annul such acceleration and its consequences; but such action
   shall not affect any subsequent Event of Default or Potential Event of
   Default or impair any right consequent thereon.  The provisions of this
   paragraph are intended merely to bind Lenders to a decision which may be
   made at the election of Requisite Lenders and are not intended to benefit
   Company and do not grant Company the right to require Lenders to rescind or
   annul any acceleration hereunder or preclude Agents or Lenders from
   exercising any of the rights or remedies available to them under any of the
   Loan Documents, even if the conditions set forth in this paragraph are met.


                                    SECTION 9.
                                      AGENTS

   9.1  APPOINTMENT.

        A.  Each of GSCP and Chase is hereby appointed a Co-Administrative
   Agent hereunder and under the other Loan Documents and each Lender hereby
   authorizes each Co-Administrative Agent to act as its agent in accordance
   with the terms of this Agreement and the other Loan Documents.  Each of
   GSCP and CSI is hereby appointed an Arranging Agent hereunder and under the
   other Loan Documents and each Lender hereby authorizes each Arranging Agent
   to act as its agent in accordance with the terms of this Agreement and the
   other Loan Documents.  SunTrust is hereby appointed Collateral Agent
   hereunder and under the other Loan Documents and each Lender hereby
   authorizes Collateral Agent to act as its agent in accordance with the
   terms of this Agreement and the other Loan Documents.  Each Agent agrees to
   act upon the express conditions contained in this Agreement and the other
   Loan Documents, as applicable.  The provisions of this Section 9 are solely
   for the benefit of Agents and Lenders and Company shall have no rights as a
   third party beneficiary of any of the provisions thereof.  In performing
   its functions and duties under this Agreement, each Agent shall act solely
   as an agent of Lenders and does not assume and shall not be deemed to have
   assumed any obligation towards or relationship of agency or trust with or
   for Company or any of its Subsidiaries.  Upon the Effective Date, all
   obligations of Arranging Agents hereunder shall terminate.

        B.  APPOINTMENT OF SUPPLEMENTAL COLLATERAL AGENTS.  It is the purpose
   of this Agreement and the other Loan Documents that there shall be no
   violation of any law of any jurisdiction denying or restricting the right
   of banking corporations or associations to transact business as agent or
   trustee in such jurisdiction.  It is recognized that in case of litigation
   under this Agreement or any of the other Loan Documents, and in particular
   in case of the enforcement of any of the Loan Documents, or in case Chase
   Co-Administrative Agent deems that by reason of any present or future law
   of any jurisdiction Collateral Agent may not exercise any of the rights,
   powers or remedies granted herein or in any of the other Loan Documents or
   take any other action which may be desirable or necessary in connection
   therewith, it may be necessary that Chase Co-Administrative Agent appoint
   an additional individual or institution as a separate trustee, co-trustee,
   collateral agent or collateral co-agent (any such additional individual or
   institution being referred to herein individually as a "SUPPLEMENTAL
   COLLATERAL AGENT" and collectively as "SUPPLEMENTAL COLLATERAL AGENTS").

        In the event that Chase Co-Administrative Agent appoints a
   Supplemental Collateral Agent with respect to any Collateral, (i) each and
   every right, power, privilege or duty expressed or intended by this
<PAGE>

   Agreement or any of the other Loan Documents to be exercised by or vested
   in or conveyed to Chase Co-Administrative Agent with respect to such
   Collateral shall be exercisable by and vest in such Supplemental Collateral
   Agent to the extent, and only to the extent, necessary to enable such
   Supplemental Collateral Agent to exercise such rights, powers and
   privileges with respect to such Collateral and to perform such duties with
   respect to such Collateral, and every covenant and obligation contained in
   the Loan Documents and necessary to the exercise or performance thereof by
   such Supplemental Collateral Agent shall run to and be enforceable by
   either Agent or such Supplemental Collateral Agent, and (ii) the provisions
   of this Section 9 and of subsections 10.2 and 10.3 that refer to Collateral
   Agent shall inure to the benefit of such Supplemental Collateral Agent and
   all references therein to Collateral Agent shall be deemed to be references
   to Collateral Agent and/or such Supplemental Collateral Agent, as the
   context may require.

        Should any instrument in writing from Company or any other Loan Party
   be required by any Supplemental Collateral Agent so appointed by Chase Co-
   Administrative Agent for more fully and certainly vesting in and confirming
   to him or it such rights, powers, privileges and duties, Company shall, or
   shall cause such Loan Party to, execute, acknowledge and deliver any and
   all such instruments promptly upon request by Chase Co-Administrative
   Agent.  In case any Supplemental Collateral Agent, or a successor thereto,
   shall die, become incapable of acting, resign or be removed, all the
   rights, powers, privileges and duties of such Supplemental Collateral
   Agent, to the extent permitted by law, shall vest in and be exercised by
   Collateral Agent until the appointment of a new Supplemental Collateral
   Agent.

   9.2  POWERS; GENERAL IMMUNITY.

        A.  DUTIES SPECIFIED.  Each Lender irrevocably authorizes each Agent
   to take such action on such Lender's behalf and to exercise such powers
   hereunder and under the other Loan Documents as are specifically delegated
   to such Agent by the terms hereof and thereof, together with such powers as
   are reasonably incidental thereto.  Each Agent shall have only those duties
   and responsibilities that are expressly specified in this Agreement and the
   other Loan Documents, and it may perform such duties by or through its
   agents or employees.  No Agent shall have, by reason of this Agreement or
   any of the other Loan Documents, a fiduciary relationship in respect of any
   Lender; and nothing in this Agreement or any of the other Loan Documents,
   expressed or implied, is intended to or shall be so construed as to impose
   upon any Agent any obligations in respect of this Agreement or any of the
   other Loan Documents except as expressly set forth herein or therein.

        B.  NO RESPONSIBILITY FOR CERTAIN MATTERS.  No Agent shall be
   responsible to any Lender for the execution, effectiveness, genuineness,
   validity, enforceability, collectibility or sufficiency of this Agreement
   or any other Loan Document or for any representations, warranties, recitals
   or statements made herein or therein or made in any written or oral
   statement or in any financial or other statements, instruments, reports or
   certificates or any other documents furnished by any Agent to Lenders or by
   or on behalf of Company and/or its Subsidiaries to any Agent or any Lender
   in connection with the Loan Documents and the transactions contemplated
   thereby or for the financial condition or business affairs of Company or
   any other Person liable for the payment of any Obligations, nor shall any
   Agent be required to ascertain or inquire as to the performance or
   observance of any of the terms, conditions, provisions, covenants or
   agreements contained in any of the Loan Documents or as to the use of the
   proceeds of the Loans or the use of the Letters of Credit or as to the
   existence or possible existence of any Event of Default or Potential Event
   of Default.  Anything contained in this Agreement to the contrary
   notwithstanding, neither Co-Administrative Agent shall have any liability
<PAGE>

   arising from confirmations of the amount of outstanding Loans or the Total
   Utilization of Revolving Loan Commitments or the component amounts thereof.

        C.  EXCULPATORY PROVISIONS.  Neither any Agent nor any of such Agent's
   respective officers, directors, employees or agents shall be liable to
   Lenders for any action taken or omitted by such Agent under or in
   connection with any of the Loan Documents except to the extent caused by
   such Agent's gross negligence or willful misconduct.  If any Agent shall
   request instructions from Lenders with respect to any act or action
   (including the failure to take an action) in connection with this Agreement
   or any of the other Loan Documents, such Agent shall be entitled to refrain
   from such act or taking such action unless and until such Agent shall have
   received instructions from Requisite Lenders (or such other Lenders as may
   be required to give such instructions under subsection 10.6).  Without
   prejudice to the generality of the foregoing, (i) such Agent shall be
   entitled to rely, and shall be fully protected in relying, upon any
   communication, instrument or document believed by it to be genuine and
   correct and to have been signed or sent by the proper person or persons,
   and shall be entitled to rely and shall be protected in relying on opinions
   and judgments of attorneys (who may be attorneys for Company and its
   Subsidiaries), accountants, experts and other professional advisors
   selected by it; and (ii) no Lender shall have any right of action
   whatsoever against such Agent as a result of such Agent acting or (where so
   instructed) refraining from acting under this Agreement or any of the other
   Loan Documents in accordance with the instructions of Requisite Lenders (or
   such other Lenders as may be required to give such instructions under
   subsection 10.6).  Such Agent shall be entitled to refrain from exercising
   any power, discretion or authority vested in it under this Agreement or any
   of the other Loan Documents unless and until it has obtained the
   instructions of Requisite Lenders (or such other Lenders as may be required
   to give such instructions under subsection 10.6).

        D.  AGENTS ENTITLED TO ACT AS LENDER.  The agency hereby created shall
   in no way impair or affect any of the rights and powers of, or impose any
   duties or obligations upon, any Agent in its individual capacity as a
   Lender hereunder.  With respect to its participation in the Loans and the
   Letters of Credit, each Agent shall have the same rights and powers
   hereunder as any other Lender and may exercise the same as though it were
   not performing the duties and functions delegated to it hereunder, and the
   term "Lender" or "Lenders" or any similar term shall, unless the context
   clearly otherwise indicates, include such Agent in its individual capacity. 
   Each Agent and its Affiliates may accept deposits from, lend money to and
   generally engage in any kind of banking, trust, financial advisory or other
   business with Company or any of its Affiliates as if it were not performing
   the duties specified herein, and may accept fees and other consideration
   from Company and/or its Subsidiaries for services in connection with this
   Agreement and otherwise without having to account for the same to Lenders.

   9.3  REPRESENTATIONS AND WARRANTIES; NO RESPONSIBILITY FOR APPRAISAL OF
   CREDITWORTHINESS.

        Each Lender represents and warrants that it has made its own
   independent investigation of the financial condition and affairs of Company
   and its Subsidiaries in connection with the making of the Loans and the
   issuance of Letters of Credit hereunder and that it has made and shall
   continue to make its own appraisal of the creditworthiness of Company and
   its Subsidiaries.  No Agent shall have any duty or responsibility, either
   initially or on a continuing basis, to make any such investigation or any
   such appraisal on behalf of Lenders or to provide any Lender with any
   credit or other information with respect thereto, whether coming into its
   possession before the making of the Loans or at any time or times
   thereafter, and no Agent shall have any responsibility with respect to the
   accuracy of or the completeness of any information provided to Lenders.
<PAGE>

   9.4  RIGHT TO INDEMNITY.

        Each Lender, in proportion to its Pro Rata Share, severally agrees to
   indemnify each Agent, to the extent that such Agent shall not have been
   reimbursed by Company, for and against any and all liabilities,
   obligations, losses, damages, penalties, actions, judgments, suits, costs,
   expenses (including, without limitation, counsel fees and disbursements) or
   disbursements of any kind or nature whatsoever which may be imposed on,
   incurred by or asserted against such Agent in performing its duties
   hereunder or under the other Loan Documents or otherwise in its capacity as
   such Agent in any way relating to or arising out of this Agreement or the
   other Loan Documents; provided that no Lender shall be liable for any
   portion of such liabilities, obligations, losses, damages, penalties,
   actions, judgments, suits, costs, expenses or disbursements resulting from
   such Agent's gross negligence or willful misconduct.

   9.5  SUCCESSOR AGENTS AND SWING LINE LENDER.

        A.  SUCCESSOR AGENTS.  Any Agent may resign at any time by giving 30
   days' prior written notice thereof to the other Agents, Lenders and
   Company, and any Agent may be removed at any time with or without cause by
   an instrument or concurrent instruments in writing delivered to Company and
   Co-Administrative Agents and signed by Requisite Lenders.  Upon any such
   notice of resignation or any such removal, Requisite Lenders shall have the
   right, upon five Business Days' notice to Company, to appoint a successor
   Agent.  Upon the acceptance of any appointment as Agent hereunder by a
   successor Agent, that successor Agent shall thereupon succeed to and become
   vested with all the rights, powers, privileges and duties of the retiring
   or removed Agent and the retiring or removed Agent shall be discharged from
   its duties and obligations under this Agreement.  After any retiring or
   removed Agent's resignation or removal hereunder as Agent, the provisions
   of this Section 9 shall inure to its benefit as to any actions taken or
   omitted to be taken by it while it was Agent under this Agreement.

        B.  SUCCESSOR SWING LINE LENDER.  Any resignation or removal of Chase
   Co-Administrative Agent pursuant to subsection 9.5A shall also constitute
   the resignation or removal of Chase or its successor as Swing Line Lender,
   and any successor Chase Co-Administrative Agent appointed pursuant to
   subsection 9.5A shall, upon its acceptance of such appointment, become the
   successor Swing Line Lender for all purposes hereunder.  In such event
   (i) Company shall prepay any outstanding Swing Line Loans made by the
   retiring or removed Chase Co-Administrative Agent in its capacity as Swing
   Line Lender, (ii) upon such prepayment, the retiring or removed Chase Co-
   Administrative Agent and Swing Line Lender shall surrender the Swing Line
   Note held by it to Company for cancellation, and (iii) Company shall issue
   a new Swing Line Note to the successor Chase Co-Administrative Agent and
   Swing Line Lender substantially in the form of Exhibit VI annexed hereto,
   in the principal amount of the Swing Line Loan Commitment then in effect
   and with other appropriate insertions.

   9.6  COLLATERAL DOCUMENTS.

        Each Lender and Agent hereby further authorizes Collateral Agent to
   enter into each Collateral Document as secured party on behalf of and for
   the benefit of Agents and Lenders and agrees to be bound by the terms of
   each Collateral Document; provided that Collateral Agent shall not enter
   into or consent to any amendment, modification, termination or waiver of
   any provision contained in any Collateral Document without the prior
   consent of Requisite Lenders (or, if required pursuant to subsection 10.6,
   all Lenders); provided further, however, that, without further written
   consent or authorization from Requisite Lenders, Collateral Agent may
   execute any documents or instruments necessary to effect the release of any
   asset constituting Collateral from the Lien of the applicable Collateral
<PAGE>

   Document in the event that such asset is sold or otherwise disposed of in a
   transaction effected in accordance with subsection 7.7.  Anything contained
   in any of the Loan Documents to the contrary notwithstanding, each Lender
   agrees that no Lender shall have any right individually to realize upon any
   of the Collateral under any Collateral Document (including, without
   limitation, through the exercise of a right of set-off against call
   deposits of such Lender in which any funds on deposit in the Collateral
   Account may from time to time be invested), it being understood and agreed
   that all rights and remedies under the Collateral Documents may be
   exercised solely by Collateral Agent for the benefit of Lenders in accor-
   dance with the terms thereof.


                                   SECTION 10.
                                  MISCELLANEOUS

   10.1  ASSIGNMENTS AND PARTICIPATIONS IN LOANS, LETTERS OF CREDIT.

        A.  GENERAL.  Subject to subsection 10.1B, each Lender shall have the
   right at any time to (i) sell, assign, transfer or negotiate to any
   Eligible Assignee, or (ii) sell participations to any Person in, all or any
   part of its Commitments (together with its Letters of Credit or
   participations therein  made or arising pursuant to its Revolving Loan
   Commitment) or any Loan or Loans made by it or any other interest herein or
   in any other Obligations owed to it; provided that no such sale,
   assignment, transfer or participation shall, without the consent of
   Company, require Company to file a registration statement with the
   Securities and Exchange Commission or apply to qualify such sale,
   assignment, transfer or participation under the securities laws of any
   state; provided further, that no such sale, assignment or transfer
   described in clause (i) above shall be effective unless and until an
   Assignment Agreement effecting such sale, assignment or transfer shall have
   been accepted by Chase Co-Administrative Agent and recorded in the Register
   as provided in subsection 10.1B(ii); provided, further that no such sale,
   assignment, transfer or participation of any Letter of Credit or any
   participation therein may be made separately from a sale, assignment,
   transfer or participation of a corresponding interest in the Revolving Loan
   Commitment and the Revolving Loans of the Lender effecting such sale,
   assignment, transfer or participation; and provided further that, anything
   contained herein to the contrary notwithstanding, the Swing Line Loan
   Commitment and the Swing Line Loans of Swing Line Lender may not be sold,
   assigned or transferred as described in clause (i) above to any Person
   other than a successor Chase Co-Administrative Agent and Swing Line Lender
   to the extent contemplated by subsection 9.5.  Except as otherwise provided
   in this subsection 10.1, no Lender shall, as between Company and such
   Lender, be relieved of any of its obligations hereunder as a result of any
   sale, assignment, transfer or negotiation of, or any granting of
   participations in, all or any part of its Commitments or the Loans, the
   Letters of Credit or participations therein or the other Obligations owed
   to such Lender.

        B.  ASSIGNMENTS.

             (i) Amounts and Terms of Assignments.  Each Commitment, Loan,
        Letter of Credit, or participation therein or other Obligation may
        (a) be assigned in any amount to another Lender who is a Non-
        Defaulting Lender, or to an Affiliate of the assigning Lender or
        another Lender who, in either such case, is a Non-Defaulting Lender,
        with the consent of Co-Administrative Agents (which consent shall not
        be unreasonably withheld) and the giving of notice to Company;
        provided that, after giving effect to a proposed assignment to another
        Lender, the assigning Lender shall have an aggregate Commitment of at
        least $5,000,000 unless the proposed assignment constitutes the
<PAGE>

        aggregate amount of the Commitments, Loans, Letters of Credit, and
        participations therein and other Obligations of the assigning Lender,
        or (b) be assigned in an aggregate amount of not less than $5,000,000
        (or such lesser amount as shall constitute the aggregate amount of the
        Commitments, Loans, Letters of Credit, and participations therein and
        other Obligations of the assigning Lender) to any other Eligible
        Assignee with the consent of Co-Administrative Agents (which consent
        shall not be unreasonably withheld) and the giving of notice to
        Company.  To the extent of any such assignment in accordance with
        either clause (a) or (b) above, the assigning Lender shall be relieved
        of its obligations with respect to its Commitments, Loans, Letters of
        Credit, or participations therein or other Obligations or the portion
        thereof so assigned.  The parties to each such assignment shall
        execute and deliver to Chase Co-Administrative Agent, for its
        acceptance and recording in the Register, an Assignment Agreement,
        together with a processing fee of $3,000 payable by the assigning
        Lender and such certificates, documents or other evidence, if any,
        with respect to United States federal income tax withholding matters
        as the assignee under such Assignment Agreement may be required to
        deliver to Chase Co-Administrative Agent pursuant to subsection
        2.7B(iii) (a).  Upon such execution, delivery, acceptance and
        recordation, from and after the effective date specified in such
        Assignment Agreement, (y) the assignee thereunder shall be a party
        hereto and, to the extent that rights and obligations hereunder have
        been assigned to it pursuant to such Assignment Agreement, shall have
        the rights and obligations of a Lender hereunder and (z) the assigning
        Lender thereunder shall, to the extent that rights and obligations
        hereunder have been assigned by it pursuant to such Assignment
        Agreement, relinquish its rights (other than any rights which survive
        the termination of this Agreement under subsection 10.9B) and be
        released from its obligations under this Agreement (and, in the case
        of an Assignment Agreement covering all or the remaining portion of an
        assigning Lender's rights and obligations under this Agreement, such
        Lender shall cease to be a party hereto; provided that, anything
        contained in any of the Loan Documents to the contrary
        notwithstanding, if such Lender is the Issuing Lender with respect to
        any outstanding Letters of Credit such Lender shall continue to have
        all rights and obligations of an Issuing Lender with respect to such
        Letters of Credit until the cancellation or expiration of such Letters
        of Credit and the reimbursement of any amounts drawn thereunder).  The
        Commitments hereunder shall be modified to reflect the Commitments of
        such assignee and any remaining Commitments of such assigning Lender
        and, if any such assignment occurs after the issuance of the Notes
        hereunder, the assigning Lender shall surrender its applicable Notes
        and, upon such surrender, new Notes shall be issued to the assignee
        and, if applicable, to the assigning Lender, substantially in the form
        of Exhibit IV, Exhibit V or Exhibit VI annexed hereto, as the case may
        be, with appropriate insertions, to reflect the new Commitments and/or
        outstanding Term Loans of the assignee and the assigning Lender.

             (ii) Acceptance by Chase Co-Administrative Agent; Recordation in
        Register.  Upon its receipt of an Assignment Agreement executed by an
        assigning Lender and an assignee representing that it is an Eligible
        Assignee, together with the processing fee referred to in subsection
        10.1B(i) and any certificates, documents or other evidence with
        respect to United States federal income tax withholding matters that
        such assignee may be required to deliver to Chase Co-Administrative
        Agent pursuant to subsection 2.7B(iii) (a), Chase Co-Administrative
        Agent shall, if such Assignment Agreement has been completed and is in
        substantially the form of Exhibit XIII hereto and if Co-Administrative
        Agents have consented to the assignment evidenced thereby (to the
        extent such consent is required pursuant to subsection 10.1B(i)),
        (a) accept such Assignment Agreement by executing a counterpart
<PAGE>

        thereof as provided therein (which acceptance shall evidence any
        required consent of Chase Co-Administrative Agent to such assignment),
        (b) record the information contained therein in the Register, and (c)
        give prompt notice thereof to Company.  Chase Co-Administrative Agent
        shall maintain a copy of each Assignment Agreement delivered to and
        accepted by it as provided in this subsection 10.1B(ii).

        C.  PARTICIPATIONS.  The holder of any participation, other than an
   Affiliate of the Lender granting such participation, shall not be entitled
   to require such Lender to take or omit to take any action hereunder except
   action (i) effecting the extension of the final maturity of the Loan
   allocated to such participation, (ii) effecting a reduction of the
   principal amount of or affecting the rate of interest payable on any Loan
   allocated to such participation, (iii) releasing all or substantially all
   of the Collateral, or (iv) releasing all of the Guarantors from their
   obligations under the Guaranties, and all amounts payable by Company
   hereunder (including, without limitation, amounts payable to such Lender
   pursuant to subsections 2.6D, 2.7 and 3.6) shall be determined as if such
   Lender had not sold such participation.  Company and each Lender hereby
   acknowledge and agree that, solely for purposes of subsections 10.4 and
   10.5, (a) any participation will give rise to a direct obligation of
   Company to the participant and (b) the participant shall be considered to
   be a "Lender".

        D.  ASSIGNMENTS TO FEDERAL RESERVE BANKS.  In addition to the
   assignments and participations permitted under the foregoing provisions of
   this subsection 10.1, any Lender may assign and pledge all or any portion
   of its Loans, the other Obligations owed to such Lender and its Notes to
   any Federal Reserve Bank as collateral security pursuant to Regulation A of
   the Board of Governors of the Federal Reserve System and any operating
   circular issued by such Federal Reserve Bank; provided that (i) no Lender
   shall, as between Company and such Lender, be relieved of any of its
   obligations hereunder as a result of any such assignment and pledge and
   (ii) in no event shall such Federal Reserve Bank be considered to be a
   "Lender" or be entitled to require the assigning Lender to take or omit to
   take any action hereunder.

        E.  INFORMATION.  Each Lender may furnish any information concerning
   Company and its Subsidiaries in the possession of that Lender from time to
   time to assignees and participants (including prospective assignees and
   participants), subject to subsection 10.20.

        F.  LIMITATION.  No assignee, participant or other transferee or any
   Lender's rights shall be entitled to receive any greater payment under
   subsection 2.7 than such Lender would have been entitled to receive with
   respect to the rights transferred, unless such transfer is made with
   Company's prior written consent or at a time when the circumstances giving
   rise to such greater payment did not exist.

        G.  REPRESENTATIONS OF LENDERS.  Each Lender listed on the signature
   pages hereof hereby represents and warrants (i) that it is an Eligible
   Assignee described in clause (i) of the definition thereof; (ii) that it
   has experience and expertise in the making of loans such as the Loans; and
   (iii) that it will make its Loans for its own account in the ordinary
   course of its business and without a view to distribution of such Loans
   within the meaning of the Securities Act or the Exchange Act or other
   federal securities laws (it being understood that, subject to the
   provisions of this subsection 10.1, the disposition of such Loans or any
   interests therein shall at all times remain within its exclusive control). 
   Each Lender that becomes a party hereto pursuant to an Assignment Agreement
   shall be deemed to agree that the representations and warranties of such
   Lender contained in Section 2(c) of such Assignment Agreement are
   incorporated herein by this reference.
<PAGE>

   10.2  EXPENSES.

        Whether or not the transactions contemplated hereby shall be
   consummated, Company agrees to pay promptly (i) all the actual and
   reasonable costs and out of pocket expenses of Co-Administrative Agents in
   connection with the preparation of the Loan Documents; (ii) all the actual
   and reasonable costs of furnishing all opinions by counsel for Company
   (including, without limitation, any opinions requested by Lenders as to any
   legal matters arising hereunder) and of Company's performance of and
   compliance with all agreements and conditions on its part to be performed
   or complied with under this Agreement and the other Loan Documents
   including, without limitation, with respect to confirming compliance with
   environmental and insurance requirements; (iii) the reasonable fees,
   expenses and disbursements of counsel to Agents (including allocated costs
   of internal counsel) in connection with the negotiation, preparation,
   execution and administration of the Loan Documents and the Loans and any
   consents, amendments, waivers or other modifications hereto or thereto and
   any other documents or matters requested by Company; (iv) all other actual
   and reasonable costs and expenses incurred by Agents in connection with the
   negotiation, preparation and execution of the Loan Documents and the
   transactions contemplated hereby and thereby; and (v) after the occurrence
   of an Event of Default, all costs and expenses, including reasonable
   attorneys' fees (including allocated costs of internal counsel) and costs
   of settlement, incurred by Agents and Lenders in enforcing any Obligations
   of or in collecting any payments due from Company hereunder or under the
   other Loan Documents by reason of such Event of Default or in connection
   with any refinancing or restructuring of the credit arrangements provided
   under this Agreement in the nature of a "work-out" or pursuant to any
   insolvency or bankruptcy proceedings.

   10.3  INDEMNITY.

        In addition to the payment of expenses pursuant to subsection 10.2,
   whether or not the transactions contemplated hereby shall be consummated,
   Company agrees to defend, indemnify, pay and hold harmless Agents and
   Lenders, and the officers, directors, trustees, partners, employees,
   agents, attorneys and affiliates of any of Agents and Lenders (collectively
   called the "INDEMNITEES") from and against any and all other liabilities,
   obligations, losses, damages, penalties, actions, judgments, suits, claims,
   costs, expenses and disbursements of any kind or nature whatsoever
   (including, without limitation, the reasonable fees and disbursements of
   counsel for such Indemnitees in connection with any investigative,
   administrative or judicial proceeding commenced or threatened by any
   Person, whether or not any such Indemnitee shall be designated as a party
   or a potential party thereto), whether direct, indirect or consequential
   and whether based on any federal, state or foreign laws, statutes, rules or
   regulations (including, without limitation, securities and commercial laws,
   statutes, rules or regulations and Environmental Laws), on common law or
   equitable cause or on contract or otherwise, that may be imposed on,
   incurred by, or asserted against any such Indemnitee, in any manner
   relating to or arising out of this Agreement or the other Loan Documents or
   the transactions contemplated hereby or thereby (including, without
   limitation, Lenders' agreement to make the Loans hereunder or the use or
   intended use of the proceeds of any of the Loans or the issuance of Letters
   of Credit hereunder or the use or intended use of any of the Letters of
   Credit) (collectively called the "INDEMNIFIED LIABILITIES"); provided that
   Company shall not have any obligation to any Indemnitee hereunder with
   respect to any Indemnified Liabilities to the extent, and only to the
   extent, of any particular liability, obligation, loss, damage, penalty,
   claim, cost, expense or disbursement that arose from the gross negligence
   or willful misconduct of that Indemnitee as determined by a final judgment
   of a court of competent jurisdiction.  To the extent that the undertaking
   to defend, indemnify, pay and hold harmless set forth in the preceding
<PAGE>

   sentence may be unenforceable because it is violative of any law or public
   policy, Company shall contribute the maximum portion that it is permitted
   to pay and satisfy under applicable law to the payment and satisfaction of
   all Indemnified Liabilities incurred by the Indemnitees or any of them.

   10.4  SET-OFF; SECURITY INTEREST IN DEPOSIT ACCOUNTS.

        In addition to any rights now or hereafter granted under applicable
   law and not by way of limitation of any such rights, upon the occurrence
   and during the continuance of any Event of Default each Lender is hereby
   authorized by Company at any time or from time to time, without notice to
   Company or to any other Person, any such notice being hereby expressly
   waived, to set off and to appropriate and to apply any and all deposits
   (general or special, including, but not limited to, Indebtedness evidenced
   by certificates of deposit, whether matured or unmatured, but not including
   trust accounts) and any other Indebtedness at any time held or owing by
   that Lender (at any office of that Lender wherever located) to or for the
   credit or the account of Company against and on account of the obligations
   and liabilities of Company to that Lender under this Agreement, the Notes,
   the Letters of Credit and participations therein, including, but not
   limited to, all claims of any nature or description arising out of or
   connected with this Agreement, the Notes, the Letters of Credit and
   participations therein or any other Loan Document, irrespective of whether
   or not (i) that Lender shall have made any demand hereunder or (ii) the
   principal of or the interest on the Loans or any amounts in respect of the
   Letters of Credit or any other amounts due hereunder shall have become due
   and payable pursuant to Section 8 and although said obligations and
   liabilities, or any of them, may be contingent or unmatured.  Company
   hereby further grants to each Agent and Lender a security interest in all
   deposits and accounts maintained with such Agent or Lender as security for
   the Obligations.

   10.5  RATABLE SHARING.

        Lenders hereby agree among themselves that if any of them shall,
   whether by voluntary payment (other than a voluntary prepayment of Loans
   made and applied in accordance with the terms of this Agreement), by
   realization upon security, through the exercise of any right of set-off or
   banker's lien, by counterclaim or cross action or by the enforcement of any
   right under the Loan Documents or otherwise, or as adequate protection of a
   deposit treated as cash collateral under the Bankruptcy Code, receive
   payment or reduction of a proportion of the aggregate amount of principal,
   interest, amounts payable in respect of Letters of Credit, fees and other
   amounts then due and owing to that Lender hereunder or under the other Loan
   Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which
   is greater than the proportion received by any other Lender in respect of
   the Aggregate Amounts Due to such other Lender, then the Lender receiving
   such proportionately greater payment shall (i) notify Chase Co-
   Administrative Agent and each other Lender of the receipt of such payment
   and (ii) apply a portion of such payment to purchase participations (which
   it shall be deemed to have purchased from each seller of a participation
   simultaneously upon the receipt by such seller of its portion of such
   payment) in the Aggregate Amounts Due to the other Lenders so that all such
   recoveries of Aggregate Amounts Due shall be shared by all Lenders in
   proportion to the Aggregate Amounts Due to them; provided that if all or
   part of such proportionately greater payment received by such purchasing
   Lender is thereafter recovered from such Lender upon the bankruptcy,
   reorganization or insolvency proceeding of Company or otherwise, those
   purchases shall be rescinded and the purchase prices paid for such
   participations shall be returned to such purchasing Lender ratably to the
   extent of such recovery, but without interest.  Company expressly consents
   to the foregoing arrangement and agrees that any holder of a participation
   so purchased may exercise any and all rights of banker's lien, set-off or
<PAGE>

   counterclaim with respect to any and all monies owing by Company to that
   holder with respect thereto as fully as if that holder were owed the amount
   of the participation held by that holder.

   10.6  AMENDMENTS AND WAIVERS.

        A.  No amendment, modification, termination or waiver of any provision
   of this Agreement or of the Notes, or consent to any departure by Company
   or any other Loan Party therefrom, shall in any event be effective without
   the written concurrence of Requisite Lenders; provided that any such
   amendment, modification, termination, waiver or consent which: reduces the
   principal amount of any of the Loans; changes in any manner the definition
   of "Requisite Lenders" or "Pro Rata Share"; changes in any manner any
   provision of this Agreement which, by its terms, expressly requires the
   approval or concurrence of all Lenders; postpones the scheduled final
   maturity date of any of the Loans; postpones the date or reduces the amount
   of any scheduled payment (but not prepayment) of principal of any of the
   Loans; postpones the date on which any interest or any fees are payable;
   decreases the interest rate borne by any of the Loans (other than any
   waiver of any increase in the interest rate applicable to any of the Loans
   pursuant to subsection 2.2E) or the amount of any fees payable hereunder;
   increases the maximum duration of Interest Periods permitted hereunder;
   releases all or substantially all of the Collateral; releases all of the
   Guarantors from their obligations under the Guaranties; reduces the amount
   or postpones the due date of any amount payable in respect of, or extends
   the required expiration date of, any Letter of Credit; changes the
   obligations of Lenders relating to the purchase of participations in
   Letters of Credit in any manner that could be adverse to any Issuing
   Lender; or changes in any manner the provisions contained in subsection 8.1
   or this subsection 10.6; shall be effective only if evidenced by a writing
   signed by or on behalf of all Lenders to whom are owed Obligations being
   directly affected by such amendment, modification, termination, waiver or
   consent.  In addition, (i) any amendment, modification, termination or
   waiver of any of the provisions contained in Section 4 shall be effective
   only if evidenced by a writing signed by or on behalf of Co-Administrative
   Agents and Requisite Lenders, (ii) no amendment, modification, termination
   or waiver of any provision of any Note shall be effective without the
   written concurrence of the Lender which is the holder of that Note, (iii)
   no amendment, modification, termination or waiver of any provision of this
   Agreement which disproportionately and adversely affects the obligation of
   any Loan Party to make payments (including without limitation mandatory
   prepayments) to the holders of the Tranche A Term Loans, the holders of the
   Tranche B Term Loans or the holders of the Revolving Loans and Revolving
   Loan Commitments, shall be effective without the written concurrence of the
   holders of 51% in principal amount of the class (i.e., Tranche A Term
   Loans, Tranche B Term Loans or Revolving Loans and Revolving Loan
   Commitments each being a "class" of Loans) of Loans so disproportionately
   and adversely affected; (iv) no increase in the Commitments of any Lender
   over the amount thereof then in effect shall be effective without the
   written concurrence of that Lender, it being understood and agreed that in
   no event shall waivers or modifications of conditions precedent, covenants,
   Events of Default, Potential Events of Default or of a mandatory prepayment
   or a reduction of any or all of the Commitments be deemed to constitute an
   increase of the Commitment of any Lender and that an increase in the
   available portion of any Commitment of any Lender shall not be deemed to
   constitute an increase in the Commitment of such Lender, (v) no amendment,
   modification, termination or waiver of any provision of subsection
   2.1A(iii) or any other provision of this Agreement relating to the Swing
   Line Loan Commitment or the Swing Line Loans shall be effective without the
   written concurrence of Swing Line Lender, (vi) no amendment, modification,
   termination or waiver of any provision of Section 3 relating to the rights
   or obligations of any or all Issuing Lenders shall be effective without the
   written concurrence of Chase Co-Administrative Agent and each Lender who is
<PAGE>

   an Issuing Lender with respect to any Letter of Credit then outstanding,
   and (vii) no amendment, modification, termination or waiver of any
   provision of Section 9 or of any other provision of this Agreement which,
   by its terms, expressly requires the approval or concurrence of Chase Co-
   Administrative Agent or Co-Administrative Agent shall be effective without
   the written concurrence of Chase Co-Administrative Agent or Co-
   Administrative Agent, as the case may be,  Chase Co-Administrative Agent
   may, but shall have no obligation to, with the concurrence of any Lender,
   execute amendments, modifications, waivers or consents on behalf of that
   Lender.  Any waiver or consent shall be effective only in the specific
   instance and for the specific purpose for which it was given.  No notice to
   or demand on Company in any case shall entitle Company to any other or
   further notice or demand in similar or other circumstances.  Any amendment,
   modification, termination, waiver or consent effected in accordance with
   this subsection 10.6 shall be binding upon each Lender at the time
   outstanding, each future Lender and, if signed by Company, on Company.

        B.  If, in connection with any proposed change, waiver, discharge or
   termination to any of the provision of this Agreement as contemplated by
   the proviso in the first sentence of this subsection 10.6, the consent of
   Requisite Lenders is obtained but consent of one or more of such other
   Lenders whose consent is required is not obtained, then Company may, so
   long as all non-consenting Lenders are so treated, elect to terminate such
   Lender as a party to this Agreement; provided that, concurrently with such
   termination, (i) Company shall pay that Lender all principal, interest and
   fees and other amounts due to be paid to such Lender with respect to all
   periods through such date of termination, (ii) another financial
   institution satisfactory to Company and Co-Administrative Agents (or if
   either Co-Administrative Agent is also a Lender to be terminated, the
   successor Co-Administrative Agent and the Co-Administrative Agent not so
   terminated) shall agree, as of such date, to become a Lender for all
   purposes under this Agreement (whether by assignment or amendment) and to
   assume all obligations of the Lender to be terminated as of such date, and
   (iii) all documents and supporting materials necessary, in the judgment of
   Co-Administrative Agents (or if either Co-Administrative Agent is also a
   Lender to be terminated, the successor Co-Administrative Agent and the Co-
   Administrative Agent not so terminated) to evidence the substitution of
   such Lender shall have been received and approved by Co-Administrative
   Agents as of such date.

   10.7  INDEPENDENCE OF COVENANTS.

        All covenants hereunder shall be given independent effect so that if a
   particular action or condition is not permitted by any of such covenants,
   the fact that it would be permitted by an exception to, or would otherwise
   be within the limitations of, another covenant shall not avoid the
   occurrence of an Event of Default or Potential Event of Default if such
   action is taken or condition exists.

   10.8  NOTICES.

        Unless otherwise specifically provided herein, any notice or other
   communication herein required or permitted to be given shall be in writing
   and may be personally served, telecopied, telexed or sent by United States
   mail or courier service and shall be deemed to have been given when
   delivered in person or by courier service, upon receipt of telecopy or
   telex, or four Business Days after depositing it in the United States mail,
   registered or certified, with postage prepaid and properly addressed;
   provided that notices to Chase Co-Administrative Agent shall not be
   effective until received.  For the purposes hereof, the address of each
   party hereto shall be as set forth under such party's name on the signature
   pages hereof or (i) as to Company and Chase Co-Administrative Agent, such
   other address as shall be designated by such Person in a written notice
<PAGE>

   delivered to the other parties hereto and (ii) as to each other party, such
   other address as shall be designated by such party in a written notice
   delivered to Chase Co-Administrative Agent.

   10.9  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

        A.  All representations, warranties and agreements made herein shall
   survive the execution and delivery of this Agreement and the making of the
   Loans and the issuance of the Letters of Credit hereunder.

        B.  Notwithstanding anything in this Agreement or implied by law to
   the contrary, the agreements of Company set forth in subsections 2.6D, 2.7,
   3.5A, 3.6, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in
   subsections 9.2C, 9.4, 10.4, 10.5 and 10.20 shall survive the payment of
   the Loans, the cancellation or expiration of the Letters of Credit and the
   reimbursement of any amounts drawn or paid thereunder, and the termination
   of this Agreement.

   10.10  FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

        No failure or delay on the part of Chase Co-Administrative Agent,
   Collateral Agent or any Lender in the exercise of any power, right or
   privilege hereunder or under any other Loan Document shall impair such
   power, right or privilege or be construed to be a waiver of any default or
   acquiescence therein, nor shall any single or partial exercise of any such
   power, right or privilege preclude other or further exercise thereof or of
   any other power, right or privilege.  All rights and remedies existing
   under this Agreement and the other Loan Documents are cumulative to, and
   not exclusive of, any rights or remedies otherwise available.

   10.11  MARSHALLING; PAYMENTS SET ASIDE.

        Neither Chase Co-Administrative Agent nor any Lender shall be under
   any obligation to marshal any assets in favor of Company or any other party
   or against or in payment of any or all of the Obligations.  To the extent
   that Company makes a payment or payments to Chase Co-Administrative Agent,
   Collateral Agent or Lenders (or to Chase Co-Administrative Agent or
   Collateral Agent for the benefit of Lenders), or Chase Co-Administrative
   Agent, Collateral Agent or Lenders enforce any security interests or
   exercise their rights of setoff, and such payment or payments or the
   proceeds of such enforcement or setoff or any part thereof are subsequently
   invalidated, declared to be fraudulent or preferential, set aside and/or
   required to be repaid to a trustee, receiver or any other party under any
   bankruptcy law, any other state or federal law, common law or any equitable
   cause, then, to the extent of such recovery, the obligation or part thereof
   originally intended to be satisfied, and all Liens, rights and remedies
   therefor or related thereto, shall be revived and continued in full force
   and effect as if such payment or payments had not been made or such
   enforcement or setoff had not occurred.

   10.12  SEVERABILITY.

        In case any provision in or obligation under this Agreement or the
   Notes shall be invalid, illegal or unenforceable in any jurisdiction, the
   validity, legality and enforceability of the remaining provisions or
   obligations, or of such provision or obligation in any other jurisdiction,
   shall not in any way be affected or impaired thereby.

   10.13  OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.

        The obligations of Lenders hereunder are several and no Lender shall
   be responsible for the obligations or Commitments of any other Lender
   hereunder.  Nothing contained herein or in any other Loan Document, and no
<PAGE>

   action taken by Lenders pursuant hereto or thereto, shall be deemed to
   constitute Lenders as a partnership, an association, a joint venture or any
   other kind of entity. The amounts payable at any time hereunder to each
   Lender shall be a separate and independent debt, and each Lender shall be
   entitled to protect and enforce its rights arising out of this Agreement
   and it shall not be necessary for any other Lender to be joined as an
   additional party in any proceeding for such purpose.

   10.14  HEADINGS.

        Section and subsection headings in this Agreement are included herein
   for convenience of reference only and shall not constitute a part of this
   Agreement for any other purpose or be given any substantive effect.

   10.15  APPLICABLE LAW.

        THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
   SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
   WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
   LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
   NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

   10.16  SUCCESSORS AND ASSIGNS.

        This Agreement shall be binding upon the parties hereto and their
   respective successors and assigns and shall inure to the benefit of the
   parties hereto and the successors and assigns of Lenders (it being
   understood that Lenders' rights of assignment are subject to subsection
   10.1).  Company's rights or obligations hereunder nor any interest therein
   may not be assigned or delegated by Company without the prior written
   consent of all Lenders.

   10.17  CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

        ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR
   RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS
   THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
   JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING AND
   DELIVERING THIS AGREEMENT, COMPANY, FOR ITSELF AND IN CONNECTION WITH ITS
   PROPERTIES, IRREVOCABLY

             (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
        JURISDICTION AND VENUE OF SUCH COURTS;

             (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

             (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING
        IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN
        RECEIPT REQUESTED, TO COMPANY AT ITS ADDRESS PROVIDED IN ACCORDANCE
        WITH SUBSECTION 10.8;

             (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS
        SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER COMPANY IN ANY SUCH
        PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
        BINDING SERVICE IN EVERY RESPECT;

             (V) AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY
        OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST COMPANY
        IN THE COURTS OF ANY OTHER JURISDICTION; AND

             (VI) AGREES THAT THE PROVISIONS OF THIS SUBSECTION 10.17 RELATING
        TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO THE
        FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW
<PAGE>

        SECTION 5-1402 OR OTHERWISE.

   10.18  WAIVER OF JURY TRIAL.

        EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS
   RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
   UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR
   ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
   TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. 
   The scope of this waiver is intended to be all-encompassing of any and all
   disputes that may be filed in any court and that relate to the subject
   matter of this transaction, including, without limitation, contract claims,
   tort claims, breach of duty claims and all other common law and statutory
   claims.  Each party hereto acknowledges that this waiver is a material
   inducement to enter into a business relationship, that each has already
   relied on this waiver in entering into this Agreement, and that each will
   continue to rely on this waiver in their related future dealings.  Each
   party hereto further warrants and represents that it has reviewed this
   waiver with its legal counsel and that it knowingly and voluntarily waives
   its jury trial rights following consultation with legal counsel.  THIS
   WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR
   IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO
   THIS SUBSECTION 10.18 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS
   WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
   MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO
   ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER.  In
   the event of litigation, this Agreement may be filed as a written consent
   to a trial by the court.

   10.19  CONFIDENTIALITY.

        Each Lender shall hold all non-public information obtained pursuant to
   the requirements of this Agreement which has been identified as
   confidential by Company in accordance with such Lender's customary
   procedures for handling confidential information of this nature, it being
   understood and agreed by Company that in any event a Lender may make
   disclosures reasonably required by any bona fide assignee, transferee or
   participant in connection with the contemplated assignment or transfer by
   such Lender of any Loans or any participation therein or as required or
   requested by any governmental agency or representative thereof or pursuant
   to legal process or by the National Association of Insurance Commissioners
   or in connection with the exercise of any remedy under the Loan Documents;
   provided that, unless specifically prohibited by applicable law or court
   order, each Lender shall notify Company of any request by any governmental
   agency or representative thereof (other than any such request in connection
   with any examination of the financial condition of such Lender by such
   governmental agency) for disclosure of any such non-public information
   prior to disclosure of such information; and provided, further that in no
   event shall any Lender be obligated or required to return any materials
   furnished by Company or any of its Subsidiaries.

   10.20  COUNTERPARTS; EFFECTIVENESS.

        This Agreement and any amendments, waivers, consents or supplements
   hereto or in connection herewith may be executed in any number of
   counterparts and by different parties hereto in separate counterparts, each
   of which when so executed and delivered shall be deemed an original, but
   all such counterparts together shall constitute but one and the same
   instrument; signature pages may be detached from multiple separate
   counterparts and attached to a single counterpart so that all signature
   pages are physically attached to the same document.

        It is the intention of each of the parties hereto that the Existing
<PAGE>

   Credit Agreement be amended and restated so as to preserve the perfection
   and priority of all security interests securing indebtedness and
   obligations under the Existing Credit Agreement and the other Loan
   Documents and that all indebtedness and obligations of Company and its
   Subsidiaries hereunder and thereunder shall be secured by the Collateral
   Documents and that this Agreement shall not constitute a novation of the
   obligations and liabilities existing under the Existing Credit Agreement or
   be deemed to evidence or constitute repayment of all or any portion of any
   such obligations or liabilities.  The parties hereto further acknowledge
   and agree that this Agreement constitutes an amendment of the Existing
   Credit Agreement made under the terms of subsection 10.6 thereof.  

      This Agreement (other than the provisions amending subsection 10.6A
   hereof set forth in subsection 10.21, the effectiveness of which is
   governed by subsection 10.21) shall become effective upon the execution of
   a counterpart hereof by Company, Co-Administrative Agents and Requisite
   Lenders (as such term is defined in the Existing Credit Agreement) and
   receipt by Company and Chase Co-Administrative Agent of written or
   telephonic notification of such execution and authorization of delivery
   thereof; provided that, unless and until all of the conditions set forth in
   subsections 4.1 and 4.4 have been satisfied or waived in accordance with
   subsection 10.6 of the Existing Credit Agreement, the Existing Credit
   Agreement shall remain in full force and effect without giving effect to
   the amendments set forth herein, all as if this Agreement had never been
   executed and delivered.

   10.21  AMENDMENTS TO SUBSECTION 10.6A.

        Upon the execution of a counterpart hereof by Company, Co-
   Administrative Agents and all Existing Lenders and receipt by Company and
   Chase Co-Administrative Agent of written or telephonic notification of such
   execution and authorization of delivery thereof, notwithstanding anything
   in this Agreement or the other Loan Documents to the contrary, subsection
   10.6A as set forth above shall be amended by (i) deleting the reference to
   "2.1A(iii)" contained therein and substituting therefor "2.1A(iv)", and
   (ii) deleting the first sentence therefrom in its entirety and substituting
   therefor the following:

        "No amendment, modification, termination or waiver of any provision of
        this Agreement or of the Notes, or consent to any departure by Company
        or any other Loan Party therefrom, shall in any event be effective
        without the written concurrence of Requisite Lenders; provided that
        any such amendment, modification, termination, waiver or consent
        which: reduces the principal amount of any of the Loans; reduces the
        percentage specified in the definition of "Requisite Lenders" (it
        being understood that, with the consent of Requisite Lenders,
        additional extensions of credit pursuant to this Agreement may be
        included in the determination of "Requisite Lenders" on substantially
        the same basis as the Tranche A Term Loan Commitments, Tranche A Term
        Loans, Tranche B Term Loan Commitments, Tranche B Term Loans,
        Revolving Loan Commitments and Revolving Loans are included on the
        Effective Date); changes in any manner any provision of this Agreement
        which, by its terms, expressly requires the approval or concurrence of
        all Lenders; postpones the scheduled final maturity date of any of the
        Loans; postpones the date or reduces the amount of any scheduled
        payment (but not prepayment) of principal of any of the Loans;
        postpones the date on which any interest or any fees are payable;
        decreases the interest rate borne by any of the Loans (other than any
        waiver of any increase in the interest rate applicable to any of the
        Loans pursuant to subsection 2.2E) or the amount of any fees payable
        hereunder; increases the maximum duration of Interest Periods
        permitted hereunder; releases all or substantially all of the
        Collateral; releases all of the Guarantors from their obligations
<PAGE>

        under the Guaranties; reduces the amount or postpones the due date of
        any amount payable in respect of, or extends the required expiration
        date of, any Letter of Credit; changes the obligations of Lenders
        relating to the purchase of participations in Letters of Credit in any
        manner that could be adverse to any Issuing Lender; or changes in any
        manner the provisions contained in subsection 8.1 or this subsection
        10.6; shall be effective only if evidenced by a writing signed by or
        on behalf of all Lenders to whom are owed Obligations being directly
        affected by such amendment, modification, termination, waiver or
        consent."

   10.22  ADDITION AND DELETION OF LENDERS.

        The parties hereto agree that on the Effective Date, (i) The First
   National Bank of Chicago ("FIRST CHICAGO") shall be included as a Lender
   hereunder for all purposes and as such First Chicago shall become vested
   with all the rights, powers, privileges and duties of a Lender under this
   Agreement and each of the other Loan Documents and (ii) NBD Bank ("NBD")
   shall no longer be a Lender hereunder.  Accordingly, the Loans, Pro Rata
   Shares and Commitments of NBD reflected on Schedule 2.1 annexed hereto
   shall, as of the Effective Date, become Loans, Pro Rata Shares and
   Commitments, respectively, of First Chicago.  By its execution hereof, (a)
   First Chicago agrees to the terms of this Agreement and (b) NBD agrees to
   the terms of this Agreement and acknowledges that, from and after the
   Effective Date, other than as set forth in subsection 10.9 hereof, the
   rights and obligations of NBD under this Agreement shall be terminated. 
   Company shall execute and deliver on the Effective Date to First Chicago a
   Tranche A Term Note substantially in the form of Exhibit VI-A annexed
   hereto and a Revolving Note substantially in the form of Exhibit V annexed
   hereto to evidence First Chicago's Tranche A Term Loan and its Revolving
   Loan Commitment, respectively, in the principal amounts of First Chicago's
   Tranche A Term Loan and its Revolving Loan Commitment, respectively, and
   with other appropriate insertions.  On the Effective Date, the Notes issued
   to NBD under the Existing Credit Agreement shall be of no further force and
   effect, and as soon as practicable after the Effective Date, NBD shall
   deliver such Notes to Company.


                   [Remainder of page intentionally left blank]
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
   be duly executed and delivered by their respective officers thereunto duly
   authorized as of the date first written above.

        COMPANY:                 OUTSOURCING SOLUTIONS INC.


                                 By: /s/ James F. Whalen
                                 James F. Whalen
                                 Executive Vice President
                                 and Chief Financial Officer


                                 Notice Address:

                                 390 South Woods Mill Road, Suite 150
                                 Chesterfield, Missouri 63017
                                 Attention:  James F. Whalen,
                                 Chief Financial Officer
                                 Facsimile:  (314) 576-1867

                                 with a copy to:

                                 McCown De Leeuw & Co.
                                 101 East 52nd Street
                                 31st Floor
                                 New York, New York 10022
                                 Attention:  Tyler T. Zachem
                                 Facsimile:  (212) 355-6283
                                             (212) 355-6945

                                 and a copy to:

                                 White & Case
                                 1155 Avenue of the Americas
                                 New York, New York 10036
                                 Attention:  Frank L. Schiff, Esq.
                                 Facsimile:  (212) 819-7817
<PAGE>


        AGENTS AND LENDERS:      GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                 individually, as a Co-Administrative Agent
                                 and as an Arranging Agent


                                 By:___________________________
                                    Authorized Signatory


                                 Notice Address:

                                 Goldman Sachs Credit Partners L.P.
                                 c/o Goldman, Sachs & Co.
                                 85 Broad Street
                                 New York, New York 10004
                                 Attention:Stephen King
                                 Telephone:(212) 902-8123
                                 Facsimile:(212) 902-2417

                                 with a copy to:

                                 Goldman Sachs Credit Partners L.P.
                                 c/o Goldman, Sachs & Co.
                                 85 Broad Street
                                 New York, New York 10004
                                 Attention:Maureen Carpenter
                                 Telephone:(212) 902-4425
                                 Facsimile:(212) 902-3757
<PAGE>


                                 THE CHASE MANHATTAN BANK,
                                 individually and as a Co-Administrative Agent



                                 By:___________________________
                                    Gail Weiss
                                    Vice President

                                 Notice Address:

                                 270 Park Avenue, 36th Floor
                                 New York, New York 10017
                                 Attention:William J. Caggiano
                                 Telephone:(212) 270-5049
                                 Facsimile:(212) 270-1789

                                 with a copy to:

                                 One Chase Manhattan Plaza
                                 8th Floor
                                 New York, New York 10081
                                 Attention:Sandra Miklave
                                 Loan Servicing Group
                                 Telephone:(212) 552-7953
                                 Facsimile:(212) 552-5658
<PAGE>

                                 SUNTRUST BANK, ATLANTA, 
                                 individually and as Collateral Agent



                                 By:___________________________
                                    Dennis H. James, Jr.
                                    Assistant Vice President



                                 By:___________________________
                                    Name:
                                    Title:

                                 Notice Address:

                                 Suntrust Bank, Atlanta 
                                 25 Park Place, 23rd Floor
                                 Atlanta, Georgia 30303
                                 Attention:  Dennis H. James, Jr.
                                 Telephone:  (404) 588-7963
                                 Facsimile:  (404) 588-8833

                                 With a copy to:

                                 Suntrust Bank, Atlanta 
                                 25 Park Place, 23rd Floor
                                 Atlanta, Georgia 30303
                                 Attention:  Devyonne Aabeel
                                 Telephone:  (404) 588-7077
                                 Facsimile:  (404) 588-8833
<PAGE>

                                 FLEET NATIONAL BANK



                                 By:_________________________
                                 Name:
                                 Title:

                                 Notice Address:

                                 Fleet National Bank
                                 One Federal Street, MAOFD03C
                                 Boston, Massachusetts 02211
                                 Attention:  James Silva
                                 Telephone:  (617) 346-4399
                                 Facsimile:  (617) 346-4806

                                 With a copy to:

                                 Fleet National Bank
                                 One Federal Street, MAOFD03C
                                 Boston, Massachusetts 02211
                                 Attention:  Paul Tarantino
                                 Telephone:  (617) 346-4401
                                 Facsimile:  (617) 346-4806
<PAGE>


                                 THE FIRST NATIONAL BANK OF CHICAGO


                                 By:____________________________
                                 Name:
                                 Title:

                                 Notice Address:

                                 The First National Bank of Chicago
                                 One First National Plaza
                                 Mail Suite 0173
                                 Chicago, IL 60670-0173
                                 Attention:William J. Oleferchik
                                 Telephone:(312) 732-2947
                                 Facsimile:(312) 732-1117

                                 With a copy to:

                                 The First National Bank of Chicago
                                 One First National Plaza
                                 Mail Suite 0364
                                 Chicago, IL 60670-0364
                                 Telephone:(312) 732-6503
                                 Facsimile:(312) 732-1117


                                 NBD BANK



                                 By:___________________________
                                 Name:
                                 Title:
<PAGE>

                                 BANK OF SCOTLAND



                                 By:___________________________
                                 Name:
                                 Title:


                                 Notice Address:

                                 Bank of Scotland
                                 565 Fifth Avenue, 5th Floor
                                 New York, New York 10017
                                 Attention:  John Kelly 
                                 Telephone:  (212) 450-0830
                                 Facsimile:  (212) 682-5720


                                 With a copy to:

                                 Bank of Scotland
                                 565 Fifth Avenue, 5th Floor
                                 New York, New York 10017
                                 Attention:  Janet Taffe
                                 Assistant Vice President
                                 Telephone:  (212) 450-0872
                                 Facsimile:  (212) 557-9460
<PAGE>

                                 MERRILL LYNCH SENIOR FLOATING
                                 RATE FUND, INC.

                                 By:  Merrill Lynch Asset Management, L.P.,
                                      as Investment Advisor


                                 By:________________________________
                                 Name:
                                 Title:

                                 Notice Address:

                                 Merrill Lynch Asset Management
                                 800 Scudders Mill Road - Area 2C
                                 Plainsboro, New Jersey 08536
                                 Attention:  Douglas Henderson 
                                 Telephone:  (609) 282-2059
                                 Facsimile:  (609) 282-2756
<PAGE>

                                 LASALLE NATIONAL BANK



                                 By:____________________________
                                 Name:
                                 Title:

                                 Notice Address:

                                 LaSalle National Bank
                                 135 South LaSalle Street, Suite 307
                                 Chicago, Illinois 60603
                                 Attention:  Marc A. Pressler
                                 Telephone:  (312) 904-8284
                                 Facsimile:  (312) 904-4605

                                 With a copy to:

                                 LaSalle National Bank
                                 135 South LaSalle Street, Suite 301
                                 Chicago, Illinois 60603
                                 Attention:  Rosemary Rodriguez
                                 Telephone:  (312) 904-7329
                                 Facsimile:  (312) 904-4605
<PAGE>

                                 CREDITANSTALT - BANKVEREIN



                                 By:____________________________
                                 Robert M. Biringer
                                 Executive Vice President



                                 By:____________________________
                                 Carl G. Drake
                                 Senior Associate

                                 Notice Address:

                                 Creditanstalt 
                                 Two Ravina Drive, Suite 1680
                                 Atlanta, Georgia 30346
                                 Attention:  Robert M. Biringer
                                 Telephone:  (770) 390-1850
                                 Facsimile:  (770) 390-1851

                                 With a copy to:

                                 Troutman Sanders
                                 600 Peachtree Street, N.W.
                                 Suite 5200
                                 Atlanta, GA 30308
                                 Attention:  Hazen Dempster
                                 Telephone:  (404) 885-3000
                                 Facsimile:  (404) 885-3947

                                 Creditanstalt
                                 Two Greenwich Plaza
                                 Greenwich, CT 06830
                                 Attention:  Lisa Bruno
                                 Telephone:  (203) 861-6464
                                 Facsimile:  (203) 861-6594
<PAGE>

                                 BANKBOSTON, N.A.



                                 By:____________________________
                                 Name:
                                 Title:

                                 Notice Address:

                                 BankBoston, N.A.
                                 Diversified Finance
                                 100 Federal Street, MS 01-08-05
                                 Boston, Massachusetts 02110
                                 Attention:  Clifford A. Gaysunas
                                             Assistant Vice President
                                 Telephone:  (617) 434-3051
                                 Facsimile:  (617) 434-4929


                                 With a copy to:

                                 BankBoston, N.A.
                                 Commercial Loan Services
                                 100 Federal Street, MS 01-08-04
                                 Boston, Massachusetts 02110
                                 Attention:  Joan Broderick
                                             Administrative Officer
                                 Telephone:  (617) 434-2456
                                 Facsimile:  (617) 434-9820
<PAGE>

                                 HELLER FINANCIAL, INC.



                                 By:_____________________________
                                 Name:
                                 Title:

                                 Notice Address:

                                 Heller Financial 
                                 500 West Monroe Street
                                 Chicago, Illinois 60661
                                 Attention:  Patrick Hayes
                                 Telephone:  (312) 441-7035
                                 Facsimile:  (312) 441-7357
<PAGE>

                                 GIROCREDIT BANK AKTIENGESELLSCHAFT DER
                                 SPARKASSEN



                                 By:________________________________
                                 Name:
                                 Title:

                                 Notice Address:

                                 GiroCredit Bank A.G. Sparkassen, NY Branch
                                 Park Avenue Tower
                                 65 East 55th Street, 29th Floor
                                 New York, New York 10022
                                 Attention:  Timothy Daileader
                                             Assistant Vice President
                                 Telephone:  (212) 644-0660
                                 Facsimile:  (212) 644-0644

                                 With a copy to:

                                 GiroCredit Bank A.G. Sparkassen, NY Branch
                                 Park Avenue Tower
                                 65 East 55th Street, 29th Floor
                                 New York, New York 10022
                                 Attention:  JoMarie Rivera
                                 Telephone:  (212) 909-0747
                                 Facsimile:  (212) 223-0283
<PAGE>

                                 PNC BANK, NATIONAL ASSOCIATION



                                 By:____________________________
                                 Name:
                                 Title:

                                 Notice Address:

                                 PNC Bank 
                                 345 Park Avenue, 29th Floor
                                 New York, New York 10154
                                 Attention:  Mark Williams
                                 Telephone:  (212) 409-3724
                                 Facsimile:  (212) 409-3737

                                 With a copy to:

                                 PNC Bank 
                                 345 Park Avenue, 29th Floor
                                 New York, New York 10154
                                 Attention:  Anna Di Rocco
                                 Telephone:  (212) 409-3717
                                 Facsimile:  (212) 409-3737
<PAGE>

                                 SOUTHERN PACIFIC THRIFT & LOAN
                                 ASSOCIATION



                                 By:__________________________
                                 Name:
                                 Title:

                                 Notice Address:

                                 Southern Pacific Thrift & Loan Association
                                 12300 Wilshire Blvd., Suite 200
                                 Los Angeles, California 90025
                                 Attention:  Chris Kelleher
                                             Charles T. Martorano
                                 Telephone:  (310) 442-3351/3315
                                 Facsimile:  (310) 207-4067

                                 With a copy to:

                                 Southern Pacific Thrift & Loan Association
                                 12300 Wilshire Blvd., Suite 200
                                 Los Angeles, California 90025
                                 Attention:  Charles Williams
                                 Telephone:  (310) 442-3312
                                 Facsimile:  (310) 207-4067
<PAGE>

                                 VAN KAMPEN AMERICAN CAPITAL
                                 PRIME RATE INCOME TRUST



                                 By:__________________________
                                 Name:
                                 Title:

                                 Notice Address:

                                 Van Kampen American Capital
                                 One Parkview Plaza
                                 Oakbrook Terrace, Illinois 60181
                                 Attention:  Jeffrey Maillet
                                 Telephone:  (630) 684-6438
                                 Facsimile:  (630) 684-6740
<PAGE>


                                 INDOSUEZ CAPITAL FUNDING II, LTD.

                                 By:  INDOSUEZ CAPITAL LUXEMBOURG, 
                                      as Collateral Manager


                                 By:__________________________
                                 Name:
                                 Title:



                                 INDOSUEZ CAPITAL FUNDING III, LTD.

                                 By:  INDOSUEZ CAPITAL LUXEMBOURG, 
                                      as Collateral Manager


                                 By:__________________________
                                 Name:
                                 Title:


                                 Notice Address:

                                 Indosuez Capital
                                 1211 Avenue of the Americas
                                 New York, NY 10036
                                 Attention:  Francoise Berthelot
                                 Telephone:  (212) 278-2213
                                 Facsimile:  (212) 278-2254
<PAGE>


                                 SENIOR DEBT PORTFOLIO

                                 By:  BOSTON MANAGEMENT AND
                                      RESEARCH, as Investment Advisor


                                 By:__________________________
                                 Name:
                                 Title:


                                 Notice Address:

                                 Eaton Vance Management
                                 24 Federal Street
                                 Boston, MA 02210
                                 Attention:  Scott Page
                                 Telephone:  (617) 654-8486
                                 Facsimile:  (617) 695-9594
<PAGE>


                                 PILGRIM AMERICA PRIME RATE TRUST


                                 By:__________________________
                                 Name:
                                 Title:

                                 Notice Address:

                                 Pilgrim Group
                                 Two Rennaissance Square
                                 40 N. Central Avenue, Suite 1200
                                 Phoenix, AZ 85004
                                 Attention:  Michael Bacevich
                                 Telephone:  (602) 417-8258
                                 Facsimile:  (602) 417-8327
<PAGE>



                                    EXHIBIT I

                          [FORM OF NOTICE OF BORROWING]

                               NOTICE OF BORROWING



        Pursuant to that certain Amended and Restated Credit Agreement dated
   as of October 8, 1997, as amended, restated, supplemented or otherwise
   modified to the date hereof (said Amended and Restated Credit Agreement, as
   so amended, restated, supplemented or otherwise modified, being the "CREDIT
   AGREEMENT", the terms defined therein and not otherwise defined herein
   being used herein as therein defined), by and among Outsourcing Solutions
   Inc., a Delaware corporation ("COMPANY"), the financial institutions listed
   therein as Lenders, Goldman Sachs Credit Partners L.P. and The Chase
   Manhattan Bank ("CHASE"), as Co-Administrative Agents (Chase, in such
   capacity, "CHASE CO-ADMINISTRATIVE AGENT"), SunTrust Bank, Atlanta, as
   Collateral Agent, and Goldman Sachs Credit Partners L.P. and Chase
   Securities Inc., as Arranging Agents, this represents Company's request to
   borrow as follows:

        1.  DATE OF BORROWING:         ___________________, [199_] [200_]

        2.  AMOUNT OF BORROWING:       $___________________

        3.  LENDER(S):      ( ) a.  Lenders, in accordance with their applica-
                       ble Pro Rata Shares
                            ( ) b.  Swing Line Lender

        4.  TYPE OF LOANS:             ( ) a.  Tranche B Term Loans
                                       ( ) b.  Revolving Loans
                                       ( ) c.  Swing Line Loan

        5.  INTEREST RATE OPTION:<F1>  ( ) a.  Base Rate Loan(s)
                                       ( ) b.  Eurodollar Rate Loans with an
                                               initial Interest Period of
                                               ____________ month(s)

   <F1> Term Loans and Revolving Loans may be Base Rate Loans or Eurodollar
   Rate Loans.  Swing Line Loans shall be Base Rate Loans.

   The proceeds of such Loans are to be deposited in Company's account at
   Chase Co-Administrative Agent.

        The undersigned officer, to the best of his or her knowledge, and
   Company certify that:

             (i)  The representations and warranties contained in the Credit
        Agreement and the other Loan Documents are true and correct in all
        material respects on and as of the date hereof to the same extent as
        though made on and as of the date hereof, except to the extent such
        representations and warranties specifically relate to an earlier date,
        in which case such representations and warranties were true and
        correct in all material respects on and as of such earlier date;

             (ii) No event has occurred and is continuing or would result from
        the consummation of the borrowing contemplated hereby that would
        constitute an Event of Default or a Potential Event of Default; [and]

             (iii)     Company has performed in all material respects all
<PAGE>

        agreements and satisfied all conditions which the Credit Agreement
        provides shall be performed or satisfied by it on or before the date
        hereof[; and][.]

             [(iv)     FOR REVOLVING LOANS: The amount of the proposed
        borrowing will not cause the Total Utilization of Revolving Loan
        Commitments to exceed the Revolving Loan Commitments.]


   DATED: ____________________   OUTSOURCING SOLUTIONS INC.


                                 By:__________________________
                                 Name:
                                 Title:
<PAGE>

                                    EXHIBIT II

                   [FORM OF NOTICE OF CONVERSION/CONTINUATION]

                        NOTICE OF CONVERSION/CONTINUATION



        Pursuant to that certain Amended and Restated Credit Agreement dated
   as of October 8, 1997, as amended, restated, supplemented or otherwise
   modified to the date hereof (said Amended and Restated Credit Agreement, as
   so amended, restated, supplemented or otherwise modified, being the "CREDIT
   AGREEMENT", the terms defined therein and not otherwise defined herein
   being used herein as therein defined), by and among Outsourcing Solutions
   Inc., a Delaware corporation ("COMPANY"), the financial institutions listed
   therein as Lenders, Goldman Sachs Credit Partners L.P. and The Chase
   Manhattan Bank, as Co-Administrative Agents, SunTrust Bank, Atlanta, as
   Collateral Agent, and Goldman Sachs Credit Partners L.P. and Chase
   Securities Inc., as Arranging Agents, this represents Company's request to
   convert or continue Loans as follows:

        1.   DATE OF CONVERSION/CONTINUATION:__________________, [199_] [200_]

        2.   AMOUNT OF LOANS BEING CONVERTED/CONTINUED:  $___________________

        3.   TYPE OF LOANS BEING CONVERTED/CONTINUED:

             ( )  a.   Tranche A Term Loans
             ( )  b.   Tranche B Term Loans
             ( )  c.   Revolving Loans

        4.   NATURE OF CONVERSION/CONTINUATION:

             ( )  a.   Conversion of Base Rate Loans to Eurodollar Rate Loans
             ( )  b.   Conversion of Eurodollar Rate Loans to Base Rate Loans
             ( )  c.   Continuation of Eurodollar Rate Loans as such

        5.   If Loans are being continued as or converted to Eurodollar Rate
             Loans, the duration of the new Interest Period that commences on
             the conversion/ continuation date:   _______________ month(s)

        In the case of a conversion to or continuation of Eurodollar Rate
   Loans, the undersigned officer, to the best of his or her knowledge, and
   Company certify that no Event of Default or Potential Event of Default has
   occurred and is continuing under the Credit Agreement.


   DATED: _____________________  OUTSOURCING SOLUTIONS INC.


                                 By:__________________________
                                 Name:
                                 Title:
<PAGE>

                                   EXHIBIT III

                 [FORM OF NOTICE OF ISSUANCE OF LETTER OF CREDIT]

                      NOTICE OF ISSUANCE OF LETTER OF CREDIT



        Pursuant to that certain Amended and Restated Credit Agreement dated
   as of October 8, 1997, as amended, restated, supplemented or otherwise
   modified to the date hereof (said Credit Agreement, as so amended,
   restated, supplemented or otherwise modified, being the "CREDIT AGREEMENT",
   the terms defined therein and not otherwise defined herein being used
   herein as therein defined), by and among Outsourcing Solutions Inc., a
   Delaware corporation ("COMPANY"), the financial institutions listed therein
   as Lenders, Goldman Sachs Credit Partners L.P. and The Chase Manhattan
   Bank, as Co-Administrative Agents, SunTrust Bank, Atlanta, as Collateral
   Agent, and Goldman Sachs Credit Partners L.P. and Chase Securities Inc., as
   Arranging Agents, this represents Company's request for the issuance of a
   Letter of Credit by Chase Co-Administrative Agent as follows:

        1.   DATE OF ISSUANCE OF LETTER OF CREDIT:  ________________, [199_]
             [200_]

        2.   TYPE OF LETTER OF CREDIT:

             ( )  a.   Commercial Letter of Credit
             ( )  b.   Standby Letter of Credit

        3.   FACE AMOUNT OF LETTER OF CREDIT:  $________________________

        4.   EXPIRATION DATE OF LETTER OF CREDIT:  ________________, [199_]
             [200_]

        5.   NAME AND ADDRESS OF BENEFICIARY:

             ___________________________________________
             ___________________________________________
             ___________________________________________
             ___________________________________________

        6.   ATTACHED HERETO IS:

             ( )  a.   the verbatim text of such proposed Letter of Credit
             ( )  b.   a description of the proposed terms and conditions of
                       such Letter of Credit, including a precise description
                       of any documents to be presented by the beneficiary
                       which, if presented by the beneficiary prior to the
                       expiration date of such Letter of Credit, would require
                       the Issuing Lender to make payment under such Letter of
                       Credit.

        The undersigned officer, to the best of his or her knowledge, and
   Company certify that:

             (i)  The representations and warranties contained in the Credit
        Agreement and the other Loan Documents are true and correct in all
        material respects on and as of the date hereof to the same extent as
        though made on and as of the date hereof, except to the extent such
        representations and warranties specifically relate to an earlier date,
        in which case such representations and warranties were true and
        correct in all material respects on and as of such earlier date;
<PAGE>

             (ii) No event has occurred and is continuing or would result from
        the issuance of the Letter of Credit contemplated hereby that would
        constitute an Event of Default or a Potential Event of Default;

             (iii)     Company has performed in all material respects all
        agreements and satisfied all conditions which the Credit Agreement
        provides shall be performed or satisfied by it on or before the date
        hereof; and

             (iv) The issuance of the proposed Letter of Credit will not cause
        (a) the Letter of Credit Usage to exceed $5,000,000 or (b) the Total
        Utilization of Revolving Loan Commitments to exceed the Revolving Loan
        Commitments.


   DATED: ____________________   OUTSOURCING SOLUTIONS INC.



                                 By:__________________________
                                 Name:
                                 Title:
<PAGE>

                                   EXHIBIT IV-C

                      [FORM OF TRANCHE B TERM NOTE ALLONGE]

                                     ALLONGE

             In connection with that certain Amended and Restated Credit
   Agreement dated as of October 8, 1997 (the "AMENDED CREDIT AGREEMENT"; all
   capitalized terms defined therein and not otherwise defined herein being
   used herein as therein defined) by and among Outsourcing Solutions Inc., a
   Delaware corporation ("COMPANY"), the lenders party thereto, The Chase
   Manhattan Bank ("CHASE") and Goldman Sachs Credit Partners L.P. ("GSCP"),
   as Co-Administrative Agents, GSCP and Chase Securities Inc. ("CSI"), as
   Arranging Agents, and SunTrust Bank, Atlanta ("SUNTRUST"), as Collateral
   Agent, which amends and restates that certain Credit Agreement dated as of
   November 6, 1996, (as amended, restated supplemented or otherwise modified
   prior to the date hereof, the "EXISTING CREDIT AGREEMENT") by and among
   Company, the lenders party thereto, Chase and GSCP, as co-administrative
   agents, GSCP and CSI, as arranging agents and SunTrust, as collateral
   agent, Company hereby agrees that the Tranche B Term Note of Company dated
   November 6, 1996 payable to the order of<F1>, is hereby amended, as of the
   Effective Date, by:

   <F1> Insert Lender's name in capital letters.

             (a) deleting the first paragraph in its entirety and replacing it
        with the following: 

             "FOR VALUE RECEIVED, OUTSOURCING SOLUTIONS INC., a Delaware
        corporation ("COMPANY"), promises to pay to <F1> ("PAYEE") or its
        registered assigns, in the installments referred to below, the lesser
        of (x)<F2> ($<F3>) and (y) the unpaid principal amount of all Tranche
        B Loans held by Payee under the Credit Agreement referred to below.";

   <F2> Insert amount of Lender's Tranche B Term Loan and Tranche B Term Loan
   Commitment in words.

   <F3> Insert amount of Lender's Tranche B Term Loan and Tranche B Term Loan
   Commitment in numbers.

             (b) deleting the fourth paragraph in its entirety and replacing
        it with the following: 

             "This Note is one of Company's "Tranche B Term Notes" in the
        maximum aggregate principal amount of $125,250,000 and is issued
        pursuant to and entitled to the benefits of the Credit Agreement, to
        which reference is hereby made for a more complete statement of the
        terms and conditions under which the Tranche B Term Loans evidenced
        hereby were made and are to be repaid."; and
    
             (c) delete the first reference to "<F4>".

   <F4> Insert the amount of Lender's Tranche B Term Loan prior to the
   Effective Date in numbers.
<PAGE>


   Date __________________       OUTSOURCING SOLUTIONS INC.


                                 By:__________________________
                                 Timothy G. Beffa
                                 President and Chief Executive Officer
<PAGE>

                                   EXHIBIT IV-D

                        [FORM OF NEW TRANCHE B TERM NOTE]

                            OUTSOURCING SOLUTIONS INC.


                       PROMISSORY NOTE DUE OCTOBER 15, 2003


                                                               New York, New
   York
                                                               [Effective
   Date]



        FOR VALUE RECEIVED, OUTSOURCING SOLUTIONS INC., a Delaware corporation
   ("COMPANY"), promises to pay to <F1> ("PAYEE") or its registered assigns,
   in the installments referred to below, the lesser of (x) <F2> ($<F3>) and
   (y) the unpaid principal amount of all Tranche B Term Loans held by Payee
   under the Credit Agreement referred to below.

   <F1> Insert Lender's name in capital letters.
   <F2> Insert amount of the sum of Lender's Tranche B Term Loan and Tranche B
        Term Loan Commitment in words.
   <F3> Insert amount of the sum of Lender's Tranche B Term Loan and Tranche B
        Term Loan Commitment in numbers.

        Company also promises to pay interest on the unpaid principal amount
   hereof, from the date hereof until paid in full, at the rates and at the
   times which shall be determined in accordance with the provisions of that
   certain Amended and Restated Credit Agreement dated as of October     ,
   1996, by and among Company, the financial institutions listed therein as
   Lenders, Goldman Sachs Credit Partners L.P. and The Chase Manhattan Bank
   ("CHASE"), as Co-Administrative Agents (Chase, in such capacity, "CHASE CO-
   ADMINISTRATIVE AGENT"), SunTrust Bank, Atlanta, as Collateral Agent, and
   Goldman Sachs Credit Partners L.P. and Chase Securities Inc., as Arranging
   Agents (said Credit Agreement, as it may be amended, restated, supplemented
   or otherwise modified from time to time, being the "CREDIT AGREEMENT", the
   terms defined therein and not otherwise defined herein being used herein as
   therein defined).

        Company shall make principal payments on this Note in consecutive
   quarterly installments as set forth in the Credit Agreement, commencing on
   October 15, 1997 and ending on October 15, 2003.  Each such installment
   shall be due on the date specified in the Credit Agreement and in an amount
   determined in accordance with the provisions thereof; provided that the
   last such installment shall be in an amount sufficient to repay the entire
   unpaid principal balance of this Note, together with all accrued and unpaid
   interest thereon.

        This Note is one of Company's "Tranche B Term Notes" in the maximum
   aggregate principal amount of $125,250,000 and is issued pursuant to and
   entitled to the benefits of the Credit Agreement, to which reference is
   hereby made for a more complete statement of the terms and conditions under
   which the Tranche B Term Loans evidenced hereby were made and are to be
   repaid.

        All payments of principal and interest in respect of this Note shall
   be made in lawful money of the United States of America in same day funds
   at the Funding and Payment Office or at such other place as shall be
   designated in writing for such purpose in accordance with the terms of the
<PAGE>

   Credit Agreement.  Unless and until an Assignment Agreement effecting the
   assignment or transfer of this Note shall have been accepted by Chase Co-
   Administrative Agent and recorded in the Register as provided in subsection
   10.1B(ii) of the Credit Agreement, Company and Chase Co-Administrative
   Agent shall be entitled to deem and treat Payee as the owner and holder of
   this Note and the Loan evidenced hereby.  Payee hereby agrees, by its
   acceptance hereof, that before disposing of this Note or any part hereof it
   will make a notation hereon of all principal payments previously made
   hereunder and of the date to which interest hereon has been paid; provided,
   however, that the failure to make a notation of any payment made on this
   Note shall not limit or otherwise affect the obligations of Company
   hereunder with respect to payments of principal of or interest on this
   Note.

        Whenever any payment on this Note shall be stated to be due on a day
   which is not a Business Day, such payment shall be made on the next
   succeeding Business Day and such extension of time shall be included in the
   computation of the payment of interest on this Note.

        This Note is subject to mandatory prepayment as provided in subsection
   2.4B(iii) of the Credit Agreement and to prepayment at the option of
   Company as provided in subsection 2.4B(i) of the Credit Agreement.

        THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE
   HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
   ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
   WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE
   STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

        Upon the occurrence of an Event of Default, the unpaid balance of the
   principal amount of this Note, together with all accrued and unpaid
   interest thereon, may become, or may be declared to be, due and payable in
   the manner, upon the conditions and with the effect provided in the Credit
   Agreement.

        This Note is entitled to the benefits of the Guaranty and is secured
   pursuant to the Collateral Documents.

        The terms of this Note are subject to amendment only in the manner
   provided in the Credit Agreement.

        This Note is subject to restrictions on transfer or assignment as
   provided in subsections 10.1 and 10.16 of the Credit Agreement.

        No reference herein to the Credit Agreement and no provision of this
   Note or the Credit Agreement shall alter or impair the obligations of
   Company, which are absolute and unconditional, to pay the principal of and
   interest on this Note at the place, at the respective times, and in the
   currency herein prescribed.

        Company promises to pay all costs and expenses, including reasonable
   attorneys' fees, all as provided in subsection 10.2 of the Credit
   Agreement, incurred in the collection and enforcement of this Note. 
   Company and any endorsers of this Note hereby consent to renewals and
   extensions of time at or after the maturity hereof, without notice, and
   hereby waive diligence, presentment, protest, demand and notice of every
   kind and, to the full extent permitted by law, the right to plead any
   statute of limitations as a defense to any demand hereunder.

        IN WITNESS WHEREOF, Company has caused this Note to be duly executed
   and delivered by its officer thereunto duly authorized as of the date and
   at the place first written above.
<PAGE>

                                 OUTSOURCING SOLUTIONS INC.


                                 By:__________________________
                                 Name:
                                 Title:
<PAGE>

                                    EXHIBIT XI

                    [FORM OF OPINION OF LOAN PARTIES' COUNSEL]




   October __, 1997

   Goldman Sachs Credit Partners L.P.,
    as Arranging Agent and Co-Administrative Agent
    under the Credit Agreement referred to below
   c/o Goldman, Sachs & Co.
   85 Broad Street
   New York, New York 10004


   The Chase Manhattan Bank,
    as Co-Administrative Agent under the Credit
    Agreement referred to below, and
    Chase Securities Inc.,
    as Arranging Agent under the Credit Agreement
    referred to below
    270 Park Avenue
    New York, New York 10025


   SunTrust Bank, Atlanta,
    as Collateral Agent
    25 Park Place
    23rd Floor
    Atlanta, Georgia 30303

             and

   The Lenders Listed on
    Schedule A Annexed Hereto
<PAGE>

             Re:  Amended and Restated Credit Agreement dated as of October 8,
                  1997, by and among Outsourcing Solutions Inc., the financial
                  institutions listed therein as Lenders, Goldman Sachs Credit
                  Partners L.P. and Chase Securities Inc., as Arranging
                  Agents, Goldman Sachs Credit Partners L.P. and The Chase
                  Manhattan Bank, as Co-Administrative Agents, and SunTrust
                  Bank, Atlanta, as Collateral Agent

   Ladies and Gentlemen:

        We have acted as special counsel to (i) Outsourcing Solutions Inc., a
   Delaware corporation ("Company"), in connection with that certain Amended
   and Restated Credit Agreement dated as of October 8, 1997 (the "Credit
   Agreement"; capitalized terms used herein without definition have the same
   meanings as in the Credit Agreement), by and among Company, the financial
   institutions listed therein as Lenders, Goldman Sachs Credit Partners L.P.
   and Chase Securities Inc., as Arranging Agents, Goldman Sachs Credit
   Partners L.P. and The Chase Manhattan Bank, as Co-Administrative Agents,
   and SunTrust Bank, Atlanta, as Collateral Agent, and (ii) each Subsidiary
   of Company listed on Schedule B annexed hereto (each such Subsidiary being
   a "Subsidiary Guarantor" and collectively, "Subsidiary Guarantors") that
   executed that certain Subsidiary Guaranty dated as of November 6, 1996 (the
   "Subsidiary Guaranty"), in favor of and for the benefit of Collateral Agent
   as Guarantied Party thereunder (Company and Subsidiary Guarantors are
   collectively referred to herein as "Loan Parties" and each individually as
   a "Loan Party"), and (iii) Loan Parties in connection with documents
   executed in connection with the Credit Agreement and the Subsidiary
   Guaranty. This opinion is rendered to you in compliance with subsection
   4.1G of the Credit Agreement.

        Each Subsidiary Guarantor which is a corporation and Company are
   referred to herein individually as a "Corporate Loan Party" and
   collectively as "Corporate Loan Parties", and each Subsidiary Guarantor
   which is a limited partnership is referred to herein individually as a
   "Partnership Loan Party" and collectively as "Partnership Loan Parties".

        In our capacity as such counsel, we have examined originals, or copies
   identified to our satisfaction as being true copies, of such records,
   documents or other instruments as in our judgment are necessary or
   appropriate to enable us to render the opinions expressed below. These
   records, documents and instruments included the following:

        (a) The Articles or Certificate of Incorporation of each of the
   Corporate Loan Parties and the certificate of limited partnership or
   statement of partnership of each of the Partnership Loan Parties, in each
   case as amended to date;

        (b) The partnership agreement of each of the Partnership Loan Parties
   and the Bylaws of each of the Corporate Loan Parties, in each case as
   amended to date;

        (c) All records of proceedings and actions of the respective Boards of
   Directors of each of the Loan Parties or of their general partners relating
   to the Credit Agreement and the transactions contemplated thereby;

        (d) The Credit Agreement;

        (e) Tranche B Term Note Allonges (the "Notes");

        (f) The Acknowledgement and Consent; 

        (g) The Subsidiary Guaranty;
<PAGE>

        (h) The Pledge Agreement;

        (i) The Security Agreement;

        (j) The Limited Partnership Security Agreement;

        (k) The Trademark Security Agreement;

        (l) The Subordinated Notes and the Subordinated Note Indenture;

        [(m) the Accelerated Acquisition Agreement and the NSA Acquisition
   Agreement;]

        (n) The Existing Seller Note; and

        (o) Copies of Uniform Commercial Code financing statements (the
   "Financing Statements") filed and to be filed in the filing offices listed
   for the Borrower and its Subsidiaries on Schedule 1 annexed hereto (the
   "Filing Offices").

        The documents referenced in items (d) through (k) above are
   collectively referred to herein as the "Loan Documents".

        In connection with this opinion, we have also examined such other
   agreements, documents, certificates and other statements of government
   officials and corporate officers and/or partners of the Loan Parties and
   such other papers as we have deemed necessary as a basis for such opinions.
   In all such examinations, we have assumed the genuineness of all signatures
   on original and certified documents (other than the signatures of officers
   of the Loan Parties on the Loan Documents and the Financing Statements),
   and the conformity to original or certified documents of all documents
   submitted to us as conformed or photostatic copies.

        On the basis of the foregoing, and in reliance thereon, and subject to
   the limitations, qualifications and exceptions set forth below, we are of
   the opinion that:

        1. Each Corporate Loan Party is duly incorporated, validly existing
   and in good standing under the laws of its jurisdiction of incorporation
   set forth on Schedule B annexed hereto and has all requisite corporate
   power and authority to own and operate its properties and to carry on its
   business as now conducted.

        2. Each Partnership Loan Party is a duly formed and validly existing
   limited partnership under the laws of its jurisdiction of formation set
   forth on Schedule B annexed hereto and has all requisite partnership power
   and authority to own and operate its properties and to carry on its
   business as now conducted.

        3. Each Corporate Loan Party has all requisite corporate power and
   authority, and each Partnership Loan Party has all requisite partnership
   power and authority, to execute and deliver the Loan Documents to which it
   is a party and the Financing Statements in which it is named as Debtor and
   to perform the Loan Documents to which it is a party and to carry out the
   transactions contemplated thereby.

        4. The execution and delivery of each of the Loan Documents and the
   Financing Statements and the performance of each of the Loan Documents have
   been duly authorized (i) by all necessary corporate action on the part of
   each Corporate Loan Party which is a party thereto or which is named
   therein as a Debtor and (ii) by all necessary partnership action on the
   part of each Partnership Loan Party which is a party thereto or which is
   named therein as a Debtor. Each Loan Document and each Financing Statement
<PAGE>

   has been duly executed and delivered by each Loan Party which is a party
   thereto or which is named therein as a Debtor, and each Loan Document
   constitutes the valid and binding obligation of such Loan Party,
   enforceable against such Loan Party in accordance with its terms, except as
   the enforcement thereof may be limited by applicable bankruptcy,
   insolvency, reorganization or other similar laws affecting the enforcement
   of creditors' rights generally or by general equitable principles
   (regardless of whether the issue of enforceability is considered in a
   proceeding in equity or at law).

        5. None of the execution or delivery by the Loan Parties of the Loan
   Documents to which it is a party or the Financing Statements in which it is
   named as a debtor nor the performance by the Loan Parties of the Loan
   Documents nor the consummation of the transactions contemplated thereby
   will (i) conflict with, result in a breach or violation of, or constitute a
   default under, any of the terms, conditions or provisions of (a) the
   Certificate of Incorporation, Articles of Incorporation, certificate of
   limited partnership, statement of partnership or partnership agreement or
   Bylaws, as applicable, of any Loan Party, (b) any term of any material
   agreement or instrument known to us to which any of the Loan Parties is a
   party or by which any of their respective properties or assets are bound,
   or (c) any New York State or Federal or Delaware corporation law, statute,
   rule or regulation (including, without limitation, Regulations G, T, U or X
   of the Board of Governors of the Federal Reserve System) or any order,
   writ, judgment, injunction or decree of any New York State or Federal court
   or other adjudicative body or arbitrator to which Company or any Loan Party
   or any of their respective assets or properties is subject and of which we
   are aware, or (ii) result in the creation of any Lien upon any of the
   properties or assets of any Loan Party under any agreement or order
   referred to in clause (b) or (c) above (other than Liens created pursuant
   to the Loan Documents and the Financing Statements).

        6. To our knowledge, the authorized and outstanding capital stock of
   each Corporate Loan Party is as set forth on Schedule C annexed hereto. To
   our knowledge, the Loan Parties indicated without an asterisk on Schedule B
   annexed hereto are the record owners of the Pledged Shares (as defined in
   the Pledge Agreement). The Loan Parties indicated with an asterisk on
   Schedule B annexed hereto are the record owners Of the Pledged Shares. 
   Assuming (i) continued possession by Collateral Agent (or an agent of
   Collateral Agent) of the certificates representing the Pledged Shares in
   the State or New York, (ii) that Collateral Agent has taken delivery of the
   certificates representing the Pledged Shares in good faith and (iii) that
   neither Collateral Agent nor any Lender has notice, prior to or on the date
   of delivery of such Pledged Shares, of an adverse claim within the meaning
   of the Uniform Commercial Code (the "UCC") as in effect on the date hereof
   in the State of New York (the "New York UCC"), the Pledge Agreement creates
   a perfected security interest in favor of the Collateral Agent in the
   Pledged Shares, which security interest has priority over all other liens
   except as follows:

             (a) we express no opinion as to any Loan Party's right in or
        title to the Pledged Shares;

             (b) priority may be subject to claims or liens in favor of the
        United States, or any State of the United States or any agency,
        instrumentality or political subdivision thereof, including, without
        limitation, (i) liens for the payment of Federal, state or local taxes
        which are given priority by operation of law, (ii) liens under Title
        IV of the Employee Retirement Income Security Act of 1974, as amended,
        and (iii) claims arising under the Federal Priority Statute (31 U.S.C.
        Section 3713);

             (c) we express no opinion as to the security interest of the
<PAGE>

        Collateral Agent in proceeds of or distributions on the Pledged
        Shares; and

             (d) we express no opinion as to the priority of the security
        interests in the Pledged Shares as against any lien creditor (as such
        term in defined in Article 9 of the New York UCC) or any buyer, to the
        extent that the security interests therein purport to secure any
        advances or other extensions of credit other than obligations incurred
        pursuant to existing commitments under the Credit Agreement.

        7. Assuming (i) continued possession by Collateral Agent (or an agent
   of Collateral Agent) of the instruments representing the Pledged Debt in
   the State or New York, (ii) that Collateral Agent has taken delivery of the
   instruments representing the Pledged Debt in good faith and (iii) that
   neither Collateral Agent nor any Lender has notice, prior to or on the date
   of delivery of such Pledged Debt, of an adverse claim within the meaning of
   the New York UCC, the Pledge Agreement will create a perfected security
   interest in favor of the Collateral Agent in the Pledged Debt, which
   security interest has priority over all other liens except as follows:

             (a) we express no opinion as to any Loan Party's right in or
        title to the Pledged Debt;

             (b) priority may be subject to claims or liens in favor of the
        United States, or any State of the United States or any agency,
        instrumentality or political subdivision thereof, including, without
        limitation, (i) liens for the payment of Federal, state or local taxes
        which are given priority by operation of law, (ii) liens under Title
        IV of the Employee Retirement Income Security Act of 1974, as amended,
        and (iii) claims arising under the Federal Priority Statute (31 U.S.C.
        Section 3713);

             (c) we express no opinion as to the security interest of the
        Collateral Agent in proceeds of or distributions on the Pledged Debt;
        and

             (d) we express no opinion as to the priority of the security
        interests in the Pledged Debt as against any lien creditor (as such
        term in defined in Article 9 of the New York UCC) or any buyer, to the
        extent that the security interests therein purport to secure any
        advances or other extensions of credit other than obligations incurred
        pursuant to existing commitments under the Credit Agreement.

        8. To our knowledge, the general and limited partnership interests in
   each Partnership Loan Party are as set forth on Schedule C annexed hereto.
   Loan Parties indicated on Schedule I annexed to the Pledge Agreement are
   the registered owners of the general and limited partnership interests in
   the Partnerships (as defined in the Limited Partnership Security Agreement)
   (collectively such interests are the "Partnership Interests").  Assuming
   (i) continued possession by Collateral Agent (or an agent of Collateral
   Agent) of the certificates representing the Partnership Interests in the
   State of New York, (ii) that Collateral Agent has taken delivery of the
   Partnership Interests in good faith, (iii) that neither Collateral Agent
   nor any Lender has notice, prior to or on the date of delivery of such
   Partnership Interests, of an adverse claim within the meaning of the New
   York UCC, and (iv) that the representations made by each of the Loan
   Parties in the Limited Partnership Security Agreement are true and correct,
   the Limited Partnership Security Agreement creates a perfected security
   interest in favor of the Collateral Agent in all Partnership Interests
   which are represented by certificates, which security interest has priority
   over all other liens except as follows:

             (a) we express no opinion as to any Loan Party's right in or
<PAGE>

        title to the Partnership Interests;

             (b) priority may be subject to claims or liens in favor of the
        United States, or any State of the United States or any agency,
        instrumentality or political subdivision thereof, including, without
        limitation, (i) liens for the payment of Federal, state or local taxes
        which are given priority by operation of law, (ii) liens under Title
        IV of the Employee Retirement Income Security Act of 1974, as amended,
        and (iii) claims arising under the Federal Priority Statute (31 U.S.C.
        Section 3713);

             (c) we express no opinion as to the security interest of the
        Collateral Agent in proceeds of or distributions on the Partnership
        Interests; and

             (d) we express no opinion as to the priority of the security
        interests in the Partnership Interests as against any lien creditor
        (as such term in defined in Article 9 of the New York UCC) or any
        buyer, to the extent that the security interests therein purport to
        secure any advances or other extensions of credit other than
        obligations incurred pursuant to existing commitments under the Credit
        Agreement.

        9. The Security Agreement creates a valid lien and security interest
   in favor of Collateral Agent in the Collateral (as defined in the Security
   Agreement) purported to be covered thereby.  The Financing Statements are
   in appropriate form, and assuming that the representations made by each of
   the Loan Parties in the Security Agreement with respect to the locations of
   their respective Collateral (as defined in the Security Agreement) are true
   and correct, all filings, registrations and recordings necessary or
   appropriate to create, maintain, preserve, protect and perfect the security
   interests granted by each Loan Party to Collateral Agent under the Security
   Agreement in respect of all Collateral (as defined in the Security
   Agreement) will have been accomplished in accordance with the UCC as in
   effect on the date hereof in the respective Relevant States and the
   security interests granted by the Loan Parties to Collateral Agent pursuant
   to the Security Agreement in and to such Collateral will constitute
   perfected security interests therein to the extent that such Collateral
   consists of the type of property in which a security interest may be
   perfected by filing a financing statement under the UCC as in effect on the
   date hereof in the Relevant States except as follows:

             (a) we express no opinion as to the security interest of the
        Collateral Agent in proceeds of or distributions on the Collateral;

             (b) in the case of Collateral referred to in this paragraph 9,
        Article 9 of the UCC requires the filing of continuation statements
        within the period of six months prior to the expiration of five years
        from the date of the original filings, in order to maintain the
        effectiveness of the filings referred to in this paragraph; and

             (c) in the case of property which becomes Collateral after the
        date hereof, Section 552 of the United States Bankruptcy Code limits
        the extent to which priority acquired by a debtor after the
        commencement of a case under the Federal Bankruptcy Code may be
        subject to a security interest arising from a security agreement
        entered into by the debtor before the commencement of such case.

        10. Assuming the truth and accuracy of the representations of the Loan
   Parties in the Trademark Security Agreement, we are aware of no additional
   actions to be taken in order to create and perfect security interests in
   favor of Collateral Agent in the Trademarks (as defined in the Trademark
   Security Agreement) described on Schedule I annexed to the Trademark
<PAGE>

   Security Agreement. However, we express no opinion as to the sufficiency of
   the foregoing actions to create and perfect security interests in such
   Trademarks to the extent federal law is determined to be applicable to the
   creation and perfection of such security interests. In addition, we express
   no opinion as to whether federal law or the laws of the states in which the
   Filing Offices are located govern the validity or perfection of such
   security interests.

        11. Upon receipt by Collateral Agent of any cash representing
   Collateral under the Collateral Account Agreement and assuming Collateral
   Agent maintains dominion and control of the Collateral Account in the
   manner set forth in the Collateral Account Agreement, the Collateral
   Account Agreement will create in favor of Collateral Agent a perfected
   security interest in the Collateral Account.

        12. The Obligations under, and as defined in, the Credit Agreement
   constitute "Secured Obligations" as defined in each of the Security
   Agreement, the Pledge Agreement, the Trademark Security Agreement and the
   Limited Partnership Security Agreement.  The Obligations under, and as
   defined, in the Credit Agreement constitute "Guarantied Obligations" under
   the Subsidiary Guaranty.

        13. The choice of law of the State of New York as the governing law of
   each of the Loan Documents is a valid choice of law.

        14. None of the Loan Parties is an "investment company" or a company
   "controlled" by an "investment company" within the meaning of the
   Investment Company Act of 1940, as amended. No Loan Party is a "holding
   company" or a "subsidiary company" of a "holding company" or an "affiliate"
   of a "holding company" or of a "subsidiary company" of a "holding company"
   within the meaning of the Public Utility Holding Company Act of 1935, as
   amended.

        15. All Obligations under the Credit Agreement are (i) within the
   definition of "Designated Senior Debt" contained in the subordination
   provisions of the Subordinated Note Indenture and (ii) within the
   definition of "Senior Indebtedness" contained in the subordination
   provisions of the Existing Seller Note.

        16. No law of the State of New York regulating the maximum rate of
   interest which may be charged, taken or received applies to the Loans.

        To the extent that the obligations of any of the Loan Parties may be
   dependent upon such matters, we have assumed for purposes of this opinion,
   other than with respect to the Loan Parties, that each additional party to
   the agreements and contracts referred to herein is duly incorporated,
   validly existing and in good standing under the laws of its jurisdiction of
   incorporation; that each such other party has the requisite corporate or
   other organizational power and authority to perform its obligations under
   such agreements and contracts, as applicable; and that such agreements and
   contracts have been duly authorized, executed and delivered by, and each of
   them constitutes the legally valid and binding obligation of, such other
   parties, as applicable, enforceable against such other parties in
   accordance with their respective terms. Except as expressly covered in this
   opinion, we are not expressing any opinion as to the effect of compliance
   by any Lender with any state or federal laws or regulations applicable to
   the transactions because of the nature of any of its businesses.

        The opinions contained in paragraphs 4, 7, 8, 9, 10 and 11 are subject
   to the following additional limitations, qualifications, exceptions and
   assumptions:

             (a) We express no opinion as to the enforceability of any
<PAGE>

        indemnification or contribution provisions in the Loan Documents to
        the extent the rights to indemnification or contribution provided for
        therein are violative of any law, rule or regulation (including any
        securities law, rule or regulation) or public policy relating thereto.

             (b) There may be limitations upon the exercise of remedial or
        procedural provisions contained in the Loan Documents, but such
        limitations do not make the rights and remedies provided in or
        contemplated by the Loan Documents inadequate for the practical
        realization of the rights and remedies afforded thereby.

             (c) We express no opinion as the applicability to the Loan
        Documents of Section 548 of the Bankruptcy Code (11 U.S.C. Section
        548) or Article 10 of the New York Debtor and Creditor Law relating to
        fraudulent transfers and obligations.

             (d) We wish to point out that the law of the State of New York
        generally imposes an obligation of good faith and reasonableness in
        the performance and enforcement of contracts.

        A copy of this opinion letter may be delivered by any of you to any
   Eligible Assignee in connection with and at the time of any assignment and
   delegation by any of you as a Lender to such Eligible Assignee of all or a
   portion of your Loans and Commitments in accordance with the provisions of
   the Credit Agreement, and such Eligible Assignee may rely on the opinions
   expressed above as if this opinion letter were addressed and delivered to
   such Eligible Assignee on the date hereof.

        This opinion is rendered only to Arranging Agents, Co-Administrative
   Agents, Collateral Agent and Lenders and is solely for their benefit in
   connection with the above transactions. This opinion may not be relied upon
   by Arranging Agents, Co-Administrative Agent, Collateral Agent or Lenders
   for any other purpose, or quoted to or relied upon by any other person,
   firm or corporation for any purpose without our prior written consent.

        The opinions expressed above are limited to questions arising under
   the Federal law of the United States, the General Corporation Law of the
   State of Delaware and the law of the State of New York. Our opinions set
   forth in paragraphs 1, 2, 3 and 6 above (to the extent governed by a law
   other than that of the Federal law of the United States of America, the
   General Corporation Law of the State of Delaware and the law of the State
   of New York) are based upon our review of generally available compilations
   of law relating to such matters.

                                 Very truly yours,
<PAGE>

                                                                      
   SCHEDULE A


   GOLDMAN SACHS CREDIT PARTNERS L.P.
   THE CHASE MANHATTAN BANK
   SUNTRUST BANK, ATLANTA
   FLEET NATIONAL BANK
   NBD BANK
   BANK OF SCOTLAND
   LASALLE NATIONAL BANK
   CREDITANSTALT-BANKVEREIN
   BANKBOSTON, N.A.
   HELLER FINANCIAL, INC.
   GIROCREDIT BANK AKTIENGESELLSCHAFT DER SPARKASSEN
   PNC BANK, NATIONAL ASSOCIATION
   SOUTHERN PACIFIC THRIFT & LOAN ASSOCIATION
   MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
   VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST
   INDOSUEZ CAPITAL FUNDING II, LTD.
   INDOSUEZ CAPITAL FUNDING III, LTD.
   SENIOR DEBT PORTFOLIO
   PILGRIM AMERICA PRIME RATE TRUST
<PAGE>

                                                                      
   SCHEDULE B


   I.   Company*                            Delaware

   II.

   CFC SERVICES CORP.*                      Delaware
   A.M. MILLER & ASSOCIATES, INC.*          Minnesota
   ACCOUNT PORTFOLIOS, L.P.*                Georgia
   GULF STATE CREDIT, L.P.*                 Georgia
   PERIMETER CREDIT, L.P.*                  Georgia
   ACCOUNT PORTFOLIOS G.P., INC.*           Delaware
   ACCOUNT PORTFOLIOS, INC.*                Delaware
   ALASKA FINANCIAL SERVICES, INC.*         Alaska
   THE CONTINENTAL ALLIANCE, INC.*          Washington
   ASSET RECOVERY & MANAGEMENT CORP.        Wisconsin
   FURST AND FURST, INC.                    Wisconsin
   INDIANA MUTUAL CREDIT ASSOCIATION, INC.  Indiana
   JENNIFER LOOMIS & ASSOCIATES, INC.       Arizona
   NATIONAL ACCOUNT SYSTEMS INC.            Delaware
   PAYCO AMERICAN CORPORATION               Wisconsin
   PAYCO AMERICAN INTERNATIONAL CORP.       Wisconsin
   PAYCO-GENERAL AMERICAN CREDITS, INC.     Wisconsin
   PROFESSIONAL RECOVERIES INC.             Wisconsin
   QUALINK, INC.                            Wisconsin
   UNIVERSITY ACCOUNTING SERVICE, INC.      Wisconsin
   [**OTHER SUBSIDIARIES?**]
<PAGE>

   SCHEDULE C

   <TABLE>


                                                                                                            Shares Issued
                                                                                        Shares              and Outstand-
       Entity                               Par Value of Capital Stock                  Authorized          ing

       <S>                                  <C>                                           <C>                <C>       
       Outsourcing Solutions                Preferred -- no par                              3,465,126.01       935,886.85

                                            Voting Common Stock              $.01            7,500,000        3,417,134.01

                                            Class A Non-Voting
                                            Common Stock                     $.01            7,500,000          391,740.58
                                            Class B Non-Voting
                                            Common Stock                     $.01              500,000          400,000

                                            Class C Non-Voting
                                            Common Stock                     $.01            1,500,000        1,040,000

       CFC Services Corp.                                                    $.01                  100              100
       A.M. Miller & Associates, Inc.                                       $1.00               25,000              100

       Continental Credit Services, Inc.                                    $1.00               50,000        3,466 2/3

       Alaska Financial Services, Inc.                                       $.01                  100              100

       Account Portfolios, Inc.                                              $.01                  100              100
       Account Portfolios G.P., Inc.                                         $.01                  100              100

       Payco American Corporation           Common                  $.10                    50,000,000              100
                                            Preferred                         No Par           500,000                0

       Payco-General American Credits,                                      $1.00                1,000            1,000
       Inc.
       University Accounting Service,                                       $1.00                1,000              100
       Inc.

       Asset Recovery & Management Corp.                                    $1.00                1,000            1,000

       Indiana Mutual Credit                                                  No par               100              100
       Association, Inc.
       Furst and Furst, Inc.                                                  No par             9,000              100

       National Account Systems, Inc.                                       $1.00                1,000              200

       Jennifer Loomis & Associates,                                        $1.00            1,000,000              500
       Inc.
       Qualink, Inc.                                                          No par             9,000            1,000

       Professional Recoveries, Inc.                                          No par             9,000              100

       Payco American International                                           No par             9,000              100
       Corp.
       Account Portfolios, L.P.                                               N/A                  N/A              N/A

       Perimeter Credit, L.P.                                                 N/A                  N/A              N/A

       Gulf State Credit, L.P.                                                N/A                  N/A              N/A
<PAGE>


       Reliance National Insurance Co.                                        N/A                  N/A              N/A
       Ltd.

       Federal Collection Bureau, S.A.                                        N/A                  N/A              N/A
       de C.V.
       Pay Tech, Inc.                                                         N/A                  N/A              N/A

     </TABLE>
<PAGE>

                                    SCHEDULE 1

                            FILING OFFICES AND STATES

   Secretary of State, Arizona
   Secretary of State, California
   Secretary of State, Colorado
   Secretary of State, Florida
   Cobb County, Georgia
   Secretary of State, Illinois
   Secretary of State, Indiana
   Secretary of State, Kentucky
   Campbell County, Kentucky
   Secretary of State, Maine
   Secretary of State, Maryland
   Prince George's County, Maryland
   Baltimore County, Maryland
   Secretary of State, Minnesota
   Secretary of Commonwealth, Massachusetts
   Secretary of State, Michigan
   Secretary of State, Missouri
   Greene County, Missouri
   Secretary of State, New Jersey
   Secretary of State, New York
   Westchester County, New York
   Secretary of State, Nevada
   Secretary of State, North Carolina
   Wake County, North Carolina
   Secretary of State, Ohio
   Oklahoma County, Oklahoma
   Secretary of State, Oregon
   Secretary of Commonwealth, Pennsylvania
   Montgomery County, Pennsylvania
   Secretary of State, Texas
   Secretary of State, Washington
   Secretary of State, Wisconsin
   Secretary of Commonwealth, Virginia
   Richmond Independent City, Virginia
<PAGE>

                                   EXHIBIT XIII

                          [FORM OF ASSIGNMENT AGREEMENT]

                               ASSIGNMENT AGREEMENT


        This ASSIGNMENT AGREEMENT (this "AGREEMENT") is entered into by and
   between the parties designated as Assignor ("ASSIGNOR") and Assignee
   ("ASSIGNEE") above the signatures of such parties on the Schedule of Terms
   attached hereto and hereby made an integral part hereof (the "SCHEDULE OF
   TERMS") and relates to that certain Amended and Restated Credit Agreement
   described in the Schedule of Terms (said Amended and Restated Credit Agree-
   ment, as amended, restated, supplemented or otherwise modified to the date
   hereof and as it may hereafter be amended, restated, supplemented or
   otherwise modified from time to time, being the "CREDIT AGREEMENT", the
   terms defined therein and not otherwise defined herein being used herein as
   therein defined).

        IN CONSIDERATION of the agreements, provisions and covenants herein
   contained, the parties hereto hereby agree as follows:


   SECTION 1.  ASSIGNMENT AND ASSUMPTION.

        (a) Effective upon the Settlement Date specified in Item 4 of the
   Schedule of Terms (the "SETTLEMENT DATE"), Assignor hereby sells and
   assigns to Assignee, without recourse, representation or warranty (except
   as expressly set forth herein), and Assignee hereby purchases and assumes
   from Assignor, that percentage interest in all of Assignor's rights and
   obligations as a Lender arising under the Credit Agreement and the other
   Loan Documents with respect to Assignor's Commitments and outstanding
   Loans, if any, which represents, as of the Settlement Date, the percentage
   interest specified in Item 3 of the Schedule of Terms of all rights and
   obligations of Lenders arising under the Credit Agreement and the other
   Loan Documents with respect to the Commitments and any outstanding Loans
   (the "ASSIGNED SHARE").  Without limiting the generality of the foregoing,
   the parties hereto hereby expressly acknowledge and agree that any
   assignment of all or any portion of Assignor's rights and obligations
   relating to Assignor's Revolving Loan Commitment shall include (i) in the
   event Assignor is an Issuing Lender with respect to any outstanding Letters
   of Credit (any such Letters of Credit being "ASSIGNOR LETTERS OF CREDIT"),
   the sale to Assignee of a participation in the Assignor Letters of Credit
   and any drawings thereunder as contemplated by subsection 3.1C of the
   Credit Agreement and (ii) the sale to Assignee of a ratable portion of any
   participations previously purchased by Assignor pursuant to said subsection
   3.1C with respect to any Letters of Credit other than the Assignor Letters
   of Credit.

        (b) In consideration of the assignment described above, Assignee
   hereby agrees to pay to Assignor, on the Settlement Date, the principal
   amount of any outstanding Loans included within the Assigned Share, such
   payment to be made by wire transfer of immediately available funds in
   accordance with the applicable payment instructions set forth in Item 5 of
   the Schedule of Terms.

        (c) Assignor hereby represents and warrants that Item 3 of the
   Schedule of Terms correctly sets forth the amount of the Commitments, the
   outstanding Tranche A Term Loan, the outstanding Tranche B Term Loan and
   the Pro Rata Share corresponding to the Assigned Share.

        (d) Assignor and Assignee hereby agree that, upon giving effect to the
   assignment and assumption described above, (i) Assignee shall be a party to
<PAGE>

   the Credit Agreement and shall have all of the rights and obligations under
   the Loan Documents, and shall be deemed to have made all of the covenants
   and agreements contained in the Loan Documents, arising out of or otherwise
   related to the Assigned Share, and (ii) Assignor shall be absolutely
   released from any of such obligations, covenants and agreements assumed or
   made by Assignee in respect of the Assigned Share.  Assignee hereby
   acknowledges and agrees that the agreement set forth in this Section 1(d)
   is expressly made for the benefit of Company, Agents, Assignor and the
   other Lenders and their respective successors and permitted assigns.

        (e) Assignor and Assignee hereby acknowledge and confirm their
   understanding and intent that (i) this Agreement shall effect the
   assignment by Assignor and the assumption by Assignee of Assignor's rights
   and obligations with respect to the Assigned Share, (ii) any other
   assignments by Assignor of a portion of its rights and obligations with
   respect to the Commitments and any outstanding Loans shall have no effect
   on the Commitments, the outstanding Tranche A Term Loan, the outstanding
   Tranche B Term Loan and the Pro Rata Share corresponding to the Assigned
   Share as set forth in Item 3 of the Schedule of Terms or on the interest of
   Assignee in any outstanding Revolving Loans corresponding thereto, and
   (iii) from and after the Settlement Date, Chase Co-Administrative Agent
   shall make all payments under the Credit Agreement in respect of the
   Assigned Share (including without limitation all payments of principal and
   accrued but unpaid interest, commitment fees and letter of credit fees with
   respect thereto) (1) in the case of any such interest and fees that shall
   have accrued prior to the Settlement Date, to Assignor, and (2) in all
   other cases, to Assignee; provided that Assignor and Assignee shall make
   payments directly to each other to the extent necessary to effect any
   appropriate adjustments in any amounts distributed to Assignor and/or
   Assignee by Chase Co-Administrative Agent under the Loan Documents in
   respect of the Assigned Share in the event that, for any reason whatsoever,
   the payment of consideration contemplated by Section 1(b) occurs on a date
   other than the Settlement Date.


   SECTION 2.  CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

        (a) Assignor represents and warrants that it is the legal and
   beneficial owner of the Assigned Share, free and clear of any adverse
   claim.

        (b) Assignor shall not be responsible to Assignee for the execution,
   effectiveness, genuineness, validity, enforceability, collectibility or
   sufficiency of any of the Loan Documents or for any representations,
   warranties, recitals or statements made therein or made in any written or
   oral statements or in any financial or other statements, instruments,
   reports or certificates or any other documents furnished or made by
   Assignor to Assignee or by or on behalf Company or of any other Loan Party
   to Assignor or Assignee in connection with the Loan Documents and the
   transactions contemplated thereby or for the financial condition or
   business affairs of Company or any other Person liable for the payment of
   any Obligations, nor shall Assignor be required to ascertain or inquire as
   to the performance or observance of any of the terms, conditions,
   provisions, covenants or agreements contained in any of the Loan Documents
   or as to the use of the proceeds of the Loans or the use of the Letters of
   Credit or as to the existence or possible existence of any Event of Default
   or Potential Event of Default.

        (c) Assignee represents and warrants that it is an Eligible Assignee;
   that it has experience and expertise in the making or purchasing of loans
   such as the Loans; that it has acquired the Assigned Share for its own
   account in the ordinary course of its business and without a view to
   distribution of the Loans within the meaning of the Securities Act or the
<PAGE>

   Exchange Act or other federal securities laws (it being understood that,
   subject to the provisions of subsection 10.1 of the Credit Agreement, the
   disposition of the Assigned Share or any interests therein shall at all
   times remain within its exclusive control); and that it has received,
   reviewed and approved a copy of the Credit Agreement (including all
   Exhibits and Schedules thereto).

        (d) Assignee represents and warrants that it has received from
   Assignor such financial information regarding Company and its Subsidiaries
   as is available to Assignor and as Assignee has requested, that it has made
   its own independent investigation of the financial condition and affairs of
   Company and its Subsidiaries in connection with the assignment evidenced by
   this Agreement, and that it has made and shall continue to make its own
   appraisal of the creditworthiness of Company and its Subsidiaries. 
   Assignor shall have no duty or responsibility, either initially or on a
   continuing basis, to make any such investigation or any such appraisal on
   behalf of Assignee or to provide Assignee with any other credit or other
   information with respect thereto, whether coming into its possession before
   the making of the initial Loans or at any time or times thereafter, and
   Assignor shall not have any responsibility with respect to the accuracy of
   or the completeness of any information provided to Assignee.

        (e) Each party to this Agreement represents and warrants to the other
   party hereto that it has full power and authority to enter into this
   Agreement and to perform its obligations hereunder in accordance with the
   provisions hereof, that this Agreement has been duly authorized, executed
   and delivered by such party and that this Agreement constitutes a legal,
   valid and binding obligation of such party, enforceable against such party
   in accordance with its terms, except as enforceability may be limited by
   applicable bankruptcy, insolvency, reorganization, moratorium or other
   similar laws affecting creditors' rights generally and by general
   principles of equity.


   SECTION 3.  MISCELLANEOUS.

        (a) Each of Assignor and Assignee hereby agrees from time to time,
   upon request of the other such party hereto, to take such additional
   actions and to execute and deliver such additional documents and
   instruments as such other party may reasonably request to effect the
   transactions contemplated by, and to carry out the intent of, this
   Agreement.

        (b) Neither this Agreement nor any term hereof may be changed, waived,
   discharged or terminated, except by an instrument in writing signed by the
   party (including, if applicable, any party required to evidence its consent
   to or acceptance of this Agreement) against whom enforcement of such
   change, waiver, discharge or termination is sought.

        (c) Unless otherwise specifically provided herein, any notice or other
   communication herein required or permitted to be given shall be in writing
   and may be personally served, telexed or sent by telefacsimile or United
   States mail or courier service and shall be deemed to have been given when
   delivered in person or by courier service, upon receipt of telefacsimile or
   telex, or three Business Days after depositing it in the United States mail
   with postage prepaid and properly addressed.  For the purposes hereof, the
   notice address of each of Assignor and Assignee shall be as set forth on
   the Schedule of Terms or, as to either such party, such other address as
   shall be designated by such party in a written notice delivered to the
   other such party.  In addition, the notice address of Assignee set forth on
   the Schedule of Terms shall serve as the initial notice address of Assignee
   for purposes of subsection 10.8 of the Credit Agreement.
<PAGE>

        (d) In case any provision in or obligation under this Agreement shall
   be invalid, illegal or unenforceable in any jurisdiction, the validity,
   legality and enforceability of the remaining provisions or obligations, or
   of such provision or obligation in any other jurisdiction, shall not in any
   way be affected or impaired thereby.

        (e) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
   HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
   ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
   WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE
   STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

        (f) This Agreement shall be binding upon, and shall inure to the
   benefit of, the parties hereto and their respective successors and assigns.

        (g) This Agreement may be executed in one or more counterparts and by
   different parties hereto in separate counterparts, each of which when so
   executed and delivered shall be deemed an original, but all such
   counterparts together shall constitute but one and the same instrument;
   signature pages may be detached from multiple separate counterparts and
   attached to a single counterpart so that all signature pages are physically
   attached to the same document.

        (h) This Agreement shall become effective upon the date (the
   "EFFECTIVE DATE") upon which all of the following conditions are satisfied: 
   (i) the execution of a counterpart hereof by each of Assignor and Assignee,
   (ii) the giving of notice to Company, (iii) the receipt by Chase Co-
   Administrative Agent of the processing and recordation fee referred to in
   subsection 10.1B(i) of the Credit Agreement, (iv) in the event Assignee is
   a Non-US Lender (as defined in subsection 2.7B(iii)(a) of the Credit
   Agreement), the delivery by Assignee to Chase Co-Administrative Agent of
   such forms, certificates or other evidence with respect to United States
   federal income tax withholding matters as Assignee may be required to
   deliver to Chase Co-Administrative Agent pursuant to said subsection
   2.7B(iii)(a), (v) the execution of a counterpart hereof by each Co-
   Administrative Agent as evidence of its consent hereto to the extent
   required under subsection 10.1B(i) of the Credit Agreement and by Chase Co-
   Administrative Agent as evidence of its acceptance hereof in accordance
   with subsection 10.1B(ii) of the Credit Agreement, (vi) the receipt by
   Chase Co-Administrative Agent of originals or telefacsimiles of the
   counterparts described above and authorization of delivery thereof, and
   (vii) the recordation by Chase Co-Administrative Agent in the Register of
   the pertinent information regarding the assignment effected hereby in
   accordance with subsection 10.1B(ii) of the Credit Agreement.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
   be duly executed and delivered by their respective officers thereunto duly
   authorized, such execution being made as of the Effective Date in the
   applicable spaces provided on the Schedule of Terms.
<PAGE>

                                SCHEDULE OF TERMS

   1.   COMPANY:   OUTSOURCING SOLUTIONS INC.

   2.   NAME AND DATE OF CREDIT AGREEMENT:  Amended and Restated Credit
        Agreement dated as of October 8, 1997, by and among Company, the
        financial institutions listed therein as Lenders, Goldman Sachs Credit
        Partners L.P. and The Chase Manhattan Bank, as Co-Administrative
        Agents, SunTrust Bank, Atlanta, as Collateral Agent, and Goldman Sachs
        Credit Partners L.P. and Chase Securities Inc., as Arranging Agents.
   <TABLE>
     3.      AMOUNTS:                                                   RE: TRANCHE A      RE: TRANCHE B      RE: REVOLVING
                                                                        TERM LOANS         TERM LOANS         LOANS

             <S>                                                        <C>                <C>                <C>
             (a)      Aggregate Commitments of all
                      all Lenders:                                      $____              $____              $____
             (b)      Assigned Share/Pro Rata Share:                     ____               ____%              ____%
             (c)      Amount of Assigned Share of
                      Commitments:                                      $____              $____              $____
             (d)      Amount of Assigned Share of 
                      Term Loans:                                       $____              $____
     </TABLE>

   4.   SETTLEMENT DATE:   ____________, [199_][200_]

   5.   PAYMENT INSTRUCTIONS:

               ASSIGNOR:                          ASSIGNEE:
               ________________________           ________________________
               ________________________           ________________________
               ________________________           ________________________
               Attention:______________           Attention:______________
               Reference:______________           Reference:______________

   6.   NOTICE ADDRESSES:

               ASSIGNOR:                          ASSIGNEE:
               ________________________           ________________________
               ________________________           ________________________
               ________________________           ________________________
               Attention:______________           Attention:______________
               Reference:______________           Reference:______________
<PAGE>

   7.   SIGNATURES:

               [NAME OF ASSIGNOR],                [NAME OF ASSIGNEE],
               as Assignor                        as Assignee


               By:  _________________             By:  __________________
                    Name:                              Name:
                    Title:                             Title:


               Consented to in                    Consented to and accepted
               accordance with subsec-            in accordance with
               tion 10.1B(i) of the               subsections 10.1B(i) and
               Credit Agreement                   (ii) of the Credit
                                                  Agreement


               GOLDMAN SACHS CREDIT               THE CHASE MANHATTAN
                 PARTNERS L.P.,                     BANK,
               as Co-Administrative               as Chase Co-
               Agent                              Administrative Agent


               By:  _________________             By:  __________________
                    Name:                              Name:
                    Title:                             Title:
<PAGE>

                                    EXHIBIT XV

                     [FORM OF CERTIFICATE RE NON-BANK STATUS]

                          CERTIFICATE RE NON-BANK STATUS



        Reference is hereby made to that certain Amended and Restated Credit
   Agreement dated as of October 8, 1997 (said Amended and Restated Credit
   Agreement, as amended, restated, supplemented or otherwise modified to the
   date hereof, being the "CREDIT AGREEMENT"), by and among Outsourcing
   Solutions Inc., a Delaware corporation, the financial institutions listed
   therein as Lenders ("LENDERS"), Goldman Sachs Credit Partners L.P. and The
   Chase Manhattan Bank, as co-administrative agents for Lenders, SunTrust
   Bank, Atlanta, as collateral agent, and Goldman Sachs Credit Partners L.P.
   and Chase Securities Inc., as arranging agents.  Pursuant to subsection
   2.7B(iii) of the Credit Agreement, the undersigned hereby certifies that it
   is not a "bank" or other Person described in Section 881(c)(3) of the
   Internal Revenue Code of 1986, as amended.


                                 [NAME OF LENDER]


                                 By:____________________________
                                 Name:
                                 Title:
<PAGE>

                                   EXHIBIT XVII

                       [FORM OF ACKNOWLEDGEMENT AND CONSENT
                    TO AMENDED AND RESTATED CREDIT AGREEMENT]


             This ACKNOWLEDGEMENT AND CONSENT TO AMENDED AND RESTATED CREDIT
   AGREEMENT (this "ACKNOWLEDGEMENT AND CONSENT") is dated as of October 8,
   1997 and entered into by the undersigned, and is made with reference to
   that certain Amended and Restated Credit Agreement dated as of the date
   hereof (the "AMENDED CREDIT AGREEMENT"), by and among Outsourcing Solutions
   Inc. ("COMPANY"), the lenders party thereto (the "LENDERS"), The Chase
   Manhattan Bank ("CHASE") and Goldman Sachs Credit Partners L.P. ("GSCP"),
   as Co-Administrative Agents, GSCP and Chase Securities Inc. ("CSI"), as
   Arranging Agents, and SunTrust Bank, Atlanta ("SUNTRUST"), as Collateral
   Agent, which amends and restates that certain Credit Agreement dated as of
   November 6, 1996, (as amended, restated, supplemented or otherwise modified
   prior to the date hereof, the "EXISTING CREDIT AGREEMENT") by and among
   Company, the lenders party thereto, Chase and GSCP, as co-administrative
   agents, GSCP and CSI, as arranging agents and SunTrust, as collateral
   agent.  Capitalized terms used herein without definition shall have the
   same meanings herein as set forth in the Amended Credit Agreement.

             Company is a party to the Pledge Agreement, Security Agreement,
   Trademark Security Agreement and Collateral Account Agreement, in each case
   as amended through the Effective Date, pursuant to which Company has
   created Liens in favor of Collateral Agent on certain Collateral to secure
   the Obligations.  Account Portfolios G.P., Inc., a Delaware corporation
   ("APGP"), Account Portfolios, Inc., a Delaware corporation ("API") and
   Account Portfolios, L.P., a Georgia limited partnership ("APLPC";
   collectively with APGP and API, the "LIMITED PARTNERSHIP GRANTORS" and each
   individually a "LIMITED PARTNERSHIP GRANTOR") are parties to the Limited
   Partnership Security Agreement, as amended through the Effective Date,
   pursuant to which each Limited Partnership Grantor has (i) guarantied the
   Obligations and (ii) created Liens in favor of Agent on certain Collateral
   to secure the obligations of each Limited Partnership Grantor under the
   Subsidiary Guarantee.  Each of the Persons indicated as Subsidiary
   Guarantors on the signature pages hereof (each, a "SUBSIDIARY GUARANTOR")
   is a party to the Subsidiary Guaranty, Pledge Agreement, Security Agreement
   and Trademark Security Agreement, in each case as amended through the
   Effective Date, pursuant to which such Subsidiary Guarantor has
   (i) guarantied the Obligations and (ii) created Liens in favor of Agent on
   certain Collateral to secure the obligations of such Subsidiary Guarantor
   under the Subsidiary Guaranty.   Company, Limited Partnership Grantors and
   Subsidiary Guarantors are collectively referred to herein as the "CREDIT
   SUPPORT PARTIES", and the Subsidiary Guaranty, Limited Partnership Security
   Agreement, Pledge Agreement, Security Agreement, Trademark Security
   Agreement and Collateral Account Agreement are collectively referred to
   herein as the "CREDIT SUPPORT DOCUMENTS".

             Each Credit Support Party hereby acknowledges that it has
   reviewed the terms and provisions of the Amended Credit Agreement and
   consents to the amendment and restatement of the Existing Credit Agreement
   effected pursuant to the Amended Credit Agreement.  Each Credit Support
   Party hereby confirms that each Credit Support Document to which it is a
   party or otherwise bound and all Collateral encumbered thereby will
   continue to guaranty or secure, as the case may be, to the fullest extent
   possible the payment and performance of all "Guarantied Obligations" and
   "Secured Obligations," as the case may be (in each case as such terms are
   defined in the applicable Credit Support Document), including without
   limitation the payment and performance of all such "Guarantied Obligations"
   or "Secured Obligations," as the case may be, in respect of the Obligations
   of Company now or hereafter existing under or in respect of the Amended
<PAGE>

   Credit Agreement and the Notes defined therein.  Without limiting the
   generality of the foregoing, each Credit Support Party hereby acknowledges
   and confirms the understanding and intent of such party that, upon the
   Effective Date, the definition of "Obligations" contained in the Amended
   Credit Agreement includes the obligations of Company under the Tranche B
   Term Notes, as amended by the Tranche B Term Note Allonges.  

             Each Credit Support Party acknowledges and agrees that any of the
   Credit Support Documents to which it is a party or otherwise bound shall
   continue in full force and effect and that all of its obligations
   thereunder (which obligations on the date hereof remain absolute and
   unconditional and are not subject to any defense, set-off or counterclaim)
   shall be valid and enforceable and shall not be impaired or limited by the
   execution or effectiveness of the Amended Credit Agreement.  Each Credit
   Support Party represents and warrants that all representations and
   warranties contained in the Amended Credit Agreement and the Credit Support
   Documents to which it is a party or otherwise bound are true and correct in
   all material respects on and as of the Effective Date to the same extent as
   though made on and as of that date, except to the extent such
   representations and warranties specifically relate to an earlier date, in
   which case they were true and correct in all material respects on and as of
   such earlier date.

             Each Credit Support Party (other than Company) acknowledges and
   agrees that (i) notwithstanding the conditions to effectiveness set forth
   in the Amended Credit Agreement, such Credit Support Party is not required
   by the terms of the Credit Agreement or any other Loan Document to consent
   to the amendments to the Existing Credit Agreement effected pursuant to the
   Amended Credit Agreement and (ii) nothing in the Amended Credit Agreement
   or any other Loan Document shall be deemed to require the consent of such
   Credit Support Party to any future amendments to the Amended Credit
   Agreement.

             THIS ACKNOWLEDGEMENT AND CONSENT AND THE RIGHTS AND OBLIGATIONS
   OF THE UNDERSIGNED SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
   ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
   (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
   OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

                   [Remainder of page intentionally left blank]
<PAGE>

             IN WITNESS WHEREOF, the undersigned have caused this Acknowledge-
   ment and Consent to be duly executed and delivered by their respective
   officers thereunto duly authorized as of the date first written above.


   COMPANY:                      OUTSOURCING SOLUTIONS INC.



                                 By:____________________________
                                 Name:                            
                                 Title:                              

   SUBSIDIARY
   GUARANTORS:                   ALASKA FINANCIAL SERVICES, INC.
                                 CFC SERVICES CORP.
                                 THE CONTINENTAL ALLIANCE, INC. 
                                 SOUTHWEST CREDIT SERVICES, INC.



                                 By:____________________________
                                 Name:                            
                                 Title:                              


                                 ACCOUNT PORTFOLIOS, L.P.
                                 GULF STATE CREDIT, L.P.
                                 PERIMETER CREDIT, L.P.

                                 By:  ACCOUNT PORTFOLIOS G.P., INC., general
                                      partner



                                 By:____________________________
                                 Name:
                                 Title:
<PAGE>

                                 A.M. MILLER & ASSOCIATES, INC.
                                 ACCOUNT PORTFOLIOS G.P., INC.
                                 ACCOUNT PORTFOLIOS, INC.
                                 ASSET RECOVERY & MANAGEMENT CORP.
                                 FM SERVICES CORPORATION
                                 FURST AND FURST, INC.
                                 INDIANA MUTUAL CREDIT
                                   ASSOCIATION, INC.
                                 JENNIFER LOOMIS & ASSOCIATES, INC.
                                 NATIONAL ACCOUNT SYSTEMS, INC.
                                 PAYCO AMERICAN CORPORATION
                                 PAYCO AMERICAN INTERNATIONAL CORP.
                                 PAYCO-GENERAL AMERICAN CREDITS, INC.
                                 PROFESSIONAL RECOVERIES INC.
                                 QUALINK, INC.
                                 UNIVERSITY ACCOUNTING SERVICE, INC.



                                 By:____________________________
                                 Name:
                                 Title:

                                 Notice Address for Company and each of the
                                 foregoing Subsidiary Guarantors:

                                 390 South Woods Mill Road, Suite 150
                                 Chesterfield, Missouri 63017
                                 Attention:  James F. Whalen, Chief 
                                             Financial Officer
                                 Facsimile:  (314) 576-1867

                                 with a copy to:

                                 McCown De Leeuw & Co.
                                 101 East 52nd Street
                                 31st Floor
                                 New York, New York  10022
                                 Attention:Tyler T. Zachem
                                 Facsimile:(212) 355-6283
                                           (212) 355-6945

                                 and a copy to:

                                 White & Case
                                 1155 Avenue of the Americas
                                 New York, New York 10036
                                 Attention:Frank L. Schiff, Esq.
                                 Facsimile:(212) 819-7817
<PAGE>