<PAGE>   1





                                CREDIT AGREEMENT


                           Dated as of August 25, 1998


                                      among


                            PCA INTERNATIONAL, INC.,
                                  as Borrower,


                      CERTAIN SUBSIDIARIES OF THE BORROWER
                         FROM TIME TO TIME PARTY HERETO
                                 as Guarantors,


                          THE SEVERAL LENDERS FROM TIME
                              TO TIME PARTY HERETO


                                       AND


                               NATIONSBANK, N.A.,
                                    as Agent




<PAGE>   2





                                TABLE OF CONTENTS

SECTION 1 DEFINITIONS....................................................1
         1.1 Definitions.................................................1
         1.2 Computation of Time Periods................................25
         1.3 Accounting Terms...........................................25
SECTION 2 CREDIT FACILITIES.............................................26
         2.1 Revolving Loans............................................26
         2.2 Letter of Credit Subfacility...............................27
         2.3 Tranche A Term Loans.......................................32
         2.4 Tranche B Term Loans.......................................34
SECTION 3 OTHER PROVISIONS RELATING TO CREDIT FACILITIES................36
         3.1 Default Rate...............................................36
         3.2 Extension and Conversion...................................36
         3.3 Prepayments................................................37
         3.4 Termination and Reduction of Commitments...................40
         3.5 Fees.......................................................40
         3.6 Capital Adequacy...........................................41
         3.7 Inability To Determine Interest Rate.......................41
         3.8 Illegality.................................................41
         3.9 Requirements of Law........................................42
         3.10 Taxes.....................................................43
         3.11 Indemnity.................................................45
         3.12 Pro Rata Treatment........................................45
         3.13 Sharing of Payments.......................................46
         3.14 Payments, Computations, Etc...............................47
         3.15 Evidence of Debt..........................................48
         3.16 Replacement of Lenders....................................49
SECTION 4 GUARANTY......................................................50
         4.1 The Guarantee..............................................50
         4.2 Obligations Unconditional..................................50
         4.3 Reinstatement..............................................51
         4.4 Certain Additional Waivers.................................52
         4.5 Remedies...................................................52
         4.6 Rights of Contribution.....................................52
         4.7 Continuing Guarantee.......................................53
SECTION 5 CONDITIONS....................................................53
         5.1 Conditions to Closing......................................53
         5.2 Conditions to All Extensions of Credit.....................58
SECTION 6 REPRESENTATIONS AND WARRANTIES................................59
         6.1 Financial Condition........................................59
         6.2 No Changes or Restricted Payments..........................59
         6.3 Organization; Existence; Compliance with Law...............60
         6.4 Power; Authorization; Enforceable Obligations..............60

<PAGE>   3

         6.5 No Legal Bar...............................................60
         6.6 No Material Litigation.....................................61
         6.7 No Default.................................................61
         6.8 Ownership of Property; Liens...............................61
         6.9 Intellectual Property......................................61
         6.10 Disclosure................................................62
         6.11 No Burdensome Restrictions................................62
         6.12 Taxes.....................................................62
         6.13 ERISA.....................................................62
         6.14 Governmental Regulations, Etc.............................63
         6.15 Subsidiaries..............................................64
         6.16 Purpose of Extensions of Credit...........................64
         6.17 Environmental Matters.....................................65
         6.18 Solvency..................................................66
         6.19 Labor Matters.............................................66
         6.20 Year 2000 Compliance......................................66
         6.21 Location of Collateral....................................66
SECTION 7 AFFIRMATIVE COVENANTS.........................................66
         7.1 Financial Statements.......................................67
         7.2 Certificates; Other Information............................68
         7.3 Notices....................................................69
         7.4 Compliance with Law........................................70
         7.5 Payment of Obligations.....................................70
         7.6 Conduct of Business and Maintenance of Existence...........70
         7.7 Maintenance of Property; Insurance.........................70
         7.8 Inspection of Property; Books and Records; Discussions.....71
         7.9 Environmental Laws.........................................71
         7.10 Financial Covenants.......................................72
         7.11 Agency Fees...............................................73
         7.12 Additional Guaranties and Stock Pledges...................73
         7.13 Ownership of Subsidiaries.................................74
         7.14 Use of Proceeds...........................................74
         7.15 Year 2000 Compliance......................................74
         7.16 Collateral................................................74
SECTION 8 NEGATIVE COVENANTS............................................75
         8.1 Indebtedness...............................................75
         8.2 Liens......................................................76
         8.3 Nature of Business.........................................76
         8.4 Consolidation, Merger, Sale or Purchase of Assets, 
             Capital Expenditures, etc..................................76
         8.5 Advances, Investments and Loans............................77
         8.6 Transactions with Affiliates...............................77
         8.7 Ownership of Equity Interests..............................77
         8.8 Fiscal Year................................................77
         8.9 Prepayments of Indebtedness, etc...........................77
<PAGE>   4


         8.10 Restricted Payments.......................................78
         8.11 Sale Leasebacks...........................................78
         8.12 No Further Negative Pledges...............................78
         8.13 License Agreements........................................78
         8.14 Payment Blockage Notice...................................78
SECTION 9 EVENTS OF DEFAULT.............................................79
         9.1 Events of Default..........................................79
         9.2 Acceleration; Remedies.....................................81
SECTION 10 AGENCY PROVISIONS............................................82
         10.1 Appointment...............................................82
         10.2 Delegation of Duties......................................83
         10.3 Exculpatory Provisions....................................83
         10.4 Reliance on Communications................................83
         10.5 Notice of Default.........................................84
         10.6 Non-Reliance on Agent and Other Lenders...................84
         10.7 Indemnification...........................................85
         10.8 Agent in its Individual Capacity..........................85
         10.9 Successor Agent...........................................85
SECTION 11 MISCELLANEOUS................................................86
         11.1 Notices...................................................86
         11.2 Right of Set-Off..........................................87
         11.3 Benefit of Agreement......................................87
         11.4 No Waiver; Remedies Cumulative............................89
         11.5 Payment of Expenses, etc..................................90
         11.6 Amendments, Waivers and Consents..........................91
         11.7 Counterparts..............................................91
         11.8 Headings..................................................92
         11.9 Survival..................................................92
         11.10 Governing Law; Submission to Jurisdiction; Venue.........92
         11.11 Severability.............................................93
         11.12 Entirety.................................................93
         11.13 Binding Effect; Termination..............................93
         11.14 Confidentiality..........................................93
         11.15 Source of Funds..........................................94
         11.16 Conflict.................................................94

SCHEDULES


Schedule 1.1(a)   Non-Recurring Expenses
Schedule 2.1(a)   Schedule of Lenders and Commitments
Schedule 2.1(b)(i)Form of Notice of Borrowing
Schedule 2.1(e)   Form of Revolving Note
Schedule 2.2(b)-1 Closing Date Letters of Credit

<PAGE>   5

Schedule 2.2(b)-2 Form of Notice of Request for Letter of Credit
Schedule 2.3(e)   Form of Tranche A Term Note
Schedule 2.4(e)   Form of Tranche B Term Note
Schedule 3.2      Form of Notice of Extension/Conversion
Schedule 5.1(l)   List of Real Property Collateral
Schedule 5.1(o)   Corporate Structure
Schedule 6.2      Restricted Payments
Schedule 6.6      Litigation
Schedule 6.8      Existing Liens
Schedule 6.9      Intellectual Property
Schedule 6.15     Subsidiaries
Schedule 6.21(a)  Collateral Locations
Schedule 6.21(b)  Chief Executive Office/Principal Place of Business
Schedule 7.2(b)   Form of Officer's Compliance Certificate
Schedule 7.7      Insurance
Schedule 7.12     Form of Joinder Agreement
Schedule 7.11-3   Foreign Subsidiaries
Schedule 8.1      Existing Indebtedness
Schedule 8.5      Existing Investments
Schedule 11.3(b)  Form of Assignment and Acceptance



<PAGE>   6







                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT dated as of August 25, 1998 (the "Credit
Agreement"), is by and among PCA INTERNATIONAL, INC., a North Carolina
corporation (the "Borrower"), and the subsidiaries of the Borrower identified on
the signature pages hereto and such other subsidiaries as may from time to time
become Guarantors hereunder in accordance with the provisions hereof
(collectively, the "Guarantors"), the lenders named herein and such other
lenders as may become a party hereto (the "Lenders"), and NATIONSBANK, N.A., as
Agent (in such capacity, the "Agent").

                               W I T N E S S E T H

         WHEREAS, the Borrower has requested that the Lenders provide a
$150,000,000 credit facility for the purposes hereinafter set forth; and

         WHEREAS, the Lenders have agreed to make the requested credit facility
available to the Borrower on the terms and conditions hereinafter set forth;

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

                                    SECTION 1
                                   DEFINITIONS

         1.1      DEFINITIONS.

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

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

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

<PAGE>   7

                  "Agent" has the meaning given to such term in the heading
         hereof, together with any successors or assigns.

                  "Agent's Fee Letter" means that certain letter agreement,
         dated April 20, 1998, between the Agent and the Borrower, as amended,
         modified, supplemented or replaced from time to time.

                  "Agent's Fees" shall have the meaning assigned to such term in
         Section 3.5(c).

                  "Agency Services Address" means NationsBank, N.A.,
         NC1-001-15-04, 101 North Tryon Street, Charlotte, North Carolina 28255,
         Attn: Agency Services, or such other address as may be identified by
         written notice from the Agent to the Borrower.

                  "Aggregate Revolving Committed Amount" means the aggregate
         amount of Revolving Commitments in effect from time to time, being
         initially Twenty Five Million Dollars ($25,000,000).

                  "Aggregate Tranche A Term Loan Committed Amount" means the
         aggregate amount of Tranche A Term Loan Commitments in effect from time
         to time, being initially Thirty Five Million Dollars ($35,000,000).

                  "Aggregate Tranche B Term Loan Committed Amount" means the
         aggregate amount of Tranche B Term Loan Commitments in effect from time
         to time, being initially Ninety Million Dollars ($90,000,000).

                  "Applicable Percentage" means for purposes of calculating the
         applicable interest rate for any day for any Base Rate Loan or any
         Eurodollar Loan, or the applicable rate of the Letter of Credit Fee for
         any day, the appropriate applicable percentage in the following table
         corresponding to the Consolidated Leverage Ratio then in effect as of
         the most recent Rate Determination Date:

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
                                                                
                             Applicable                         Applicable      
                             Percentage for                     Percentage for    Applicable       Applicable
                             Eurodollar                         Base Rate Loans   Percentage for   Percentage for
                             Loans which are   Applicable       which are         Eurodollar       Base Rate Loans
                             Revolving Loans   Percentage for   Revolving Loans   Loans which      which are
Pricing    Consolidated      and Tranche A     Letter of        and Tranche A     are Tranche B    Tranche B Term
Level      Leverage Ratio       Term Loans     Credit Fee         Term Loans       Term Loans        Loans
                                                                
---------------------------------------------------------------------------------------------------------------------
<S>        <C>               <C>               <C>              <C>               <C>              <C>  
I          > 5.0 to 1.0      2.25%             2.25%            1.25%             2.75%            1.75%
           -
---------------------------------------------------------------------------------------------------------------------
II         > 4.5 to 1.0 but  2.0%              2.0%             1.0%              2.50%            1.50%
           -
           < 5.0 to 1.0
---------------------------------------------------------------------------------------------------------------------
III        > 4.0 to 1.0 but  1.75%             1.75%            0.75%             2.50%            1.50%
           -
           < 4.5 to 1.0
---------------------------------------------------------------------------------------------------------------------
IV         > 3.5 to 1.0 but  1.50%             1.50%            0.50%             2.25%            1.25%
           -
           < 4.0 to 1.0
---------------------------------------------------------------------------------------------------------------------
V          < 3.5 to 1.0      1.25%             1.25%            0.25%             2.25%            1.25%
---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       2
<PAGE>   8

         The Applicable Percentage shall be determined and adjusted quarterly on
         the date (each a "Rate Determination Date") three (3) Business Days
         after the date by which the annual and quarterly compliance
         certificates and related financial statements and information are
         required in accordance with the provisions of Sections 7.1(a) and (b)
         and Section 7.2(b), as appropriate; provided that:

                           (i) the initial Applicable Percentages shall be based
                  on Pricing Level I and shall remain in effect at such Pricing
                  Level until the first Rate Determination Date to occur after
                  July 31, 1999, and

                           (ii) in the event an annual or quarterly compliance
                  certificate and related financial statements and information
                  are not delivered timely to the Agency Services Address by the
                  date required by Sections 7.1(a) and (b) and Section 7.2(b),
                  as appropriate, the Applicable Percentages shall be based on
                  Pricing Level I until such time as an appropriate compliance
                  certificate and related financial statements and information
                  are delivered, whereupon the Applicable Percentage shall be
                  adjusted based on the information contained in such compliance
                  certificate and related financial statements and information.

         Each Applicable Percentage shall be effective from a Rate Determination
         Date until the next such Rate Determination Date. The Agent shall
         determine the appropriate Applicable Percentages in the pricing matrix
         promptly upon receipt of the quarterly or annual compliance certificate
         and related financial information and shall promptly notify the
         Borrower and the Lenders of any change thereof. Adjustments in the
         Applicable Percentages shall be effective as to existing Extensions of
         Credit as well as new Extensions of Credit made thereafter.

                  "Asset Disposition" means, (i) the sale, lease or other
         disposition of any property or asset by the Borrower or any Subsidiary
         of the Borrower, other than (A) any such sale permitted by Sections
         8.4(c)(i) and 8.4(c)(ii) and (B) any such sale permitted by Section
         8.4(c)(iii) to the extent the aggregate proceeds received from such
         sales in any fiscal year are less than $5,000,000, and (ii) receipt by
         the Borrower or any Subsidiary of the Borrower of any cash insurance
         proceeds or condemnation award payable by reason of theft, loss,
         physical destruction or damage, taking or similar event with respect to
         any of their property or assets in an amount in excess of $1,000,000.

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

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

                                       3
<PAGE>   9

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

                  "Base Rate" means, for any day, the rate per annum (rounded
         upwards, if necessary, to the nearest whole multiple of 1/100 of 1%)
         equal to the greater of (a) the Federal Funds Rate in effect on such
         day plus 1/2 of 1% or (b) the Prime Rate in effect on such day. If for
         any reason the Agent shall have determined (which determination shall
         be conclusive absent manifest error) that it is unable after due
         inquiry to ascertain the Federal Funds Rate for any reason, including
         the inability or failure of the Agent to obtain sufficient quotations
         in accordance with the terms hereof, the Base Rate shall be determined
         without regard to clause (a) of the first sentence of this definition
         until the circumstances giving rise to such inability no longer exist.
         Any change in the Base Rate due to a change in the Prime Rate or the
         Federal Funds Rate shall be effective on the effective date of such
         change in the Prime Rate or the Federal Funds Rate, respectively.

                  "Base Rate Loan" means any Loan bearing interest at a rate
         determined by reference to the Base Rate.

                  "Bridge Loan Agreement" means that certain Bridge Loan
         Agreement dated as of August 25, 1998 among the Borrower, the
         guarantors listed on the signature pages thereto, the lenders named
         therein, NationsBanc Montgomery Securities LLC, as arranger and
         NationsBridge, L.L.C., as administrative agent.

                  "Bridge Loans" means those certain bridge loans made to the
         Borrower pursuant to the terms of Section 2.1 of the Bridge Loan
         Agreement.

                  "Borrower" means the Person identified as such in the heading
         hereof, together with any successors and permitted assigns.

                  "Business Day" means a day other than a Saturday, Sunday or
         other day on which commercial banks in Charlotte, North Carolina are
         authorized or required by law to close, and when used in connection
         with a Eurodollar Loan, such day shall also be a day on which

                                       4
<PAGE>   10

         dealings between banks are carried on in U.S. dollar deposits in
         London, England, Charlotte, North Carolina and New York, New York.

                  "Capital Lease" means, as applied to any Person, any lease of
         any Property (whether real, personal or mixed) by that Person as lessee
         which, in accordance with GAAP, is or should be accounted for as a
         capital lease on the balance sheet of that Person.

                  "Capital Lease Obligation" means the capital lease obligations
         (including without limitation the payment of rent or other amounts)
         relating to a Capital Lease determined in accordance with GAAP.

                  "Cash Equivalents" means (a) securities issued or directly and
         fully guaranteed or insured by the United States of America or any
         agency or instrumentality thereof (provided that the full faith and
         credit of the United States of America is pledged in support thereof)
         having maturities of not more than twelve months from the date of
         acquisition, (b) U.S. dollar denominated time deposits and certificates
         of deposit of (i) any Lender, or (ii) any domestic commercial bank of
         recognized standing (y) having capital and surplus in excess of
         $500,000,000 and (z) whose short-term commercial paper rating from S&P
         is at least A-2 or the equivalent thereof or from Moody's is at least
         P-2 or the equivalent thereof (any such bank being an "Approved Bank"),
         in each case with maturities of not more than 270 days from the date of
         acquisition, (c) commercial paper and variable or fixed rate notes
         issued by any Approved Bank (or by the parent company thereof) and
         maturing within six months of the date of acquisition, (d) repurchase
         agreements entered into by a Person with a bank or trust company
         (including any of the Lenders) or recognized securities dealer having
         capital and surplus in excess of $500,000,000 for direct obligations
         issued by or fully guaranteed by the United States of America in which
         such Person shall have a perfected first priority security interest
         (subject to no other Liens) and having, on the date of purchase
         thereof, a fair market value of at least 100% of the amount of the
         repurchase obligations, (e) obligations of any State of the United
         States or any political subdivision thereof, the interest with respect
         to which is exempt from federal income taxation under Section 103 of
         the Code, having a long term rating of at least AA- or Aa-3 by S&P or
         Moody's, respectively, and maturing within three years from the date of
         acquisition thereof, (f) Investments in municipal auction preferred
         stock (i) rated AAA (or the equivalent thereof) or better by S&P or Aaa
         (or the equivalent thereof) or better by Moody's and (ii) with
         dividends that reset at least once every 365 days and (g) Investments,
         classified in accordance with GAAP as current assets, in money market
         investment programs registered under the Investment Company Act of
         1940, as amended, which are administered by reputable financial
         institutions having capital of at least $100,000,000 and the portfolios
         of which are limited to Investments of the character described in the
         foregoing subdivisions (a), (b), (c), (e) and (f).

                  "Change of Control" means any of the following events: (a)
         prior to a Qualifying IPO, (1) Jupiter shall fail to own beneficially,
         directly or indirectly, at least 51% of the outstanding capital stock
         of the Borrower or (2) a person or any group, and any affiliate of any
         such person other than Jupiter shall beneficially own, directly or
         indirectly, an amount of the outstanding capital stock of the Borrower
         entitled to 25% or more of the voting

                                       5
<PAGE>   11

         power of all the outstanding capital stock of the Borrower, (b) after a
         Qualifying IPO, (1) Jupiter shall own beneficially, directly or
         indirectly, less than 30% of the outstanding capital stock of the
         Borrower or (2) a person or any group, and any affiliate of any such
         person other than Jupiter shall beneficially own, directly or
         indirectly, an amount of the outstanding capital stock of the Borrower
         entitled to 25% or more of the voting power of all the outstanding
         capital stock of the Borrower, (c) during any period of up to 24
         consecutive months, commencing after the Closing Date, individuals who
         at the beginning of such 24 month period were directors of the Borrower
         (together with any new director whose election by the Borrower's Board
         of Directors or whose nomination for election by the Borrower's
         shareholders was approved by a vote of at least a majority of the
         directors then still in office who either were directors at the
         beginning of such period or whose election or nomination for election
         was previously so approved) cease for any reason to constitute a
         majority of the directors of the Borrower then in office or (d) the
         occurrence of a "Change of Control" under and as defined in the
         Indenture. As used herein, "beneficial ownership", shall have the
         meaning provided in Rule 13d-3 of the Securities and Exchange
         Commission under the Securities Exchange Act of 1934.

                  "Closing Date" means the date hereof.

                  "Closing Date Letters of Credit" means those letters of credit
         identified on Schedule 2.2(b)-1.

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

                  "Collateral" means all collateral referred to in and covered
         by the Collateral Documents.

                  "Collateral Documents" means the Security Agreement, the
         Pledge Agreement, the Mortgages and such other documents executed and
         delivered in connection with the attachment and perfection of the
         Agent's security interests in the assets of the Credit Parties,
         including without limitation, the Mortgage Policies, UCC financing
         statements and patent and trademark filings.

                  "Commitment" means the Revolving Commitment, the LOC
         Commitment, the Tranche A Term Loan Commitment and the Tranche B Term
         Loan Commitment.

                  "Commitment Fee" shall have the meaning given such term in
         Section 3.5(a).

                  "Commitment Period" means the period from and including the
         Closing Date to but not including the earlier of (i) the Termination
         Date, or (ii) the date on which the Revolving Commitments terminate in
         accordance with the provisions of this Credit Agreement.


                                       6
<PAGE>   12

                  "Consolidated Capital Expenditures" means for any period for
         the Borrower and its Subsidiaries on a consolidated basis, all capital
         expenditures for such period, as determined in accordance with GAAP.

                  "Consolidated Cash Taxes" means for any period, the aggregate
         of all federal, state or other domestic or foreign taxes upon the
         income and profits of the Borrower and its Subsidiaries on a
         consolidated basis, for such period, as determined in accordance with
         GAAP, to the extent the same are paid in cash during such period.

                  "Consolidated EBITDA" means for any period for the Borrower
         and its Subsidiaries on a consolidated basis, the sum of (i)
         Consolidated Net Income for such period plus (ii), without duplication,
         an amount which, in the determination of Consolidated Net Income for
         such period has been deducted for (A) Consolidated Interest Expense,
         (B) total Federal, state or other domestic and foreign income taxes,
         (C) depreciation and amortization, (D) non-recurring expenses set forth
         on Schedule 1.1(a) hereto to the extent accrued during the period in
         question, and (E) Consolidated Non-Cash Charges plus (iii) the amount
         of cash reimbursement payments received from either Wal*Mart Stores,
         Inc. or Kmart Corporation during such period to offset photography
         studio closure costs during such period, plus (iv) any extraordinary
         gains for such period minus (v) any extraordinary losses for such
         period, in each case on a consolidated basis determined in accordance
         with GAAP applied on a consistent basis. Except as expressly provided
         otherwise, the applicable period shall be for the four consecutive
         quarters ending as of the date of determination.

                  "Consolidated Excess Cash Flow" means for any period for the
         Borrower and its Subsidiaries on a consolidated basis, the sum of
         Consolidated Net Income for such period plus the non-cash portion of
         Consolidated Interest Expense for such period plus depreciation,
         amortization and other non-cash charges minus Consolidated Capital
         Expenditures (to the extent not funded by Capital Leases or purchase
         money Indebtedness) for such period minus the aggregate amount of all
         regularly scheduled payments of principal on Funded Debt minus the cash
         portion of Federal, state, local and foreign income, value added and
         similar taxes paid (to the extent not deducted in determining
         Consolidated Net Income), in each case on a consolidated basis
         determined in accordance with GAAP applied on a consistent basis.

                  "Consolidated Fixed Charge Coverage Ratio" means for any
         period, the ratio of (i) Consolidated EBITDA for such period minus
         Consolidated Maintenance Capital Expenditures for such period minus
         Consolidated Cash Taxes for such period to (ii) Consolidated Fixed
         Charges for such period.

                  "Consolidated Fixed Charges" means for any period for the
         Borrower and its Subsidiaries on a consolidated basis, the sum of the
         cash portion of Consolidated Interest Expense plus scheduled maturities
         of Funded Debt paid during such period, in each case on a consolidated
         basis determined in accordance with GAAP applied on a consistent

                                       7
<PAGE>   13

         basis. Except as expressly provided otherwise, the applicable period
         shall be for the four consecutive quarters ending as of the date of
         determination.

                  "Consolidated Funded Debt" means Funded Debt of the Borrower
         and its Subsidiaries determined on a consolidated basis in accordance
         with GAAP applied on a consistent basis.

                  "Consolidated Group" means the Borrower and its Subsidiaries.

                  "Consolidated Interest Coverage Ratio" means for any period,
         the ratio of Consolidated EBITDA for such period to the cash portion of
         Consolidated Interest Expense for such period.

                  "Consolidated Interest Expense" means for any period for the
         Borrower and its Subsidiaries on a consolidated basis, all interest
         expense, including the amortization of debt discount and premium and
         the interest component under Capital Leases and the implied interest
         component under Synthetic Leases, in each case on a consolidated basis
         determined in accordance with GAAP applied on a consolidated basis.
         Except as expressly provided otherwise, the applicable period shall be
         for the four consecutive quarters ending as of the date of
         determination.

                  "Consolidated Leverage Ratio" means, as of the last day of any
         fiscal quarter, the ratio of Consolidated Funded Debt on such date to
         Consolidated EBITDA for the period of four consecutive fiscal quarters
         ending as of such day.

                  "Consolidated Maintenance Capital Expenditures" means, for
         purposes of calculating the Consolidated Fixed Charge Coverage Ratio,
         the greater of (i) $4,000,000 or (ii) the sum of $2,000 multiplied by
         the number of photography studios under operation by the Borrower and
         its Subsidiaries as of the last day of the period for which the
         Consolidated Fixed Charge Coverage Ratio is being calculated.

                  "Consolidated Net Income" means for any period, the net income
         of the Borrower and its Subsidiaries on a consolidated basis determined
         in accordance with GAAP applied on a consistent basis, but excluding
         any extraordinary gains or losses and any taxes on such excluded gains
         and any tax deductions or credits on account of any such excluded gains
         and any tax deductions or credits on account of any such excluded
         losses.

                  "Consolidated Non-Cash Charges" means for any period for the
         Borrower and its Subsidiaries on a consolidated basis, determined in
         accordance with GAAP, all non-cash charges for such period (excluding
         any non-cash charges that require an accrual or reserve for cash
         charges for any future period).

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


                                       8
<PAGE>   14

                  "Credit Documents" means a collective reference to this Credit
         Agreement, the Notes, the LOC Documents, the Collateral Documents, each
         Joinder Agreement, the Agent's Fee Letter, and all other related
         agreements and documents issued or delivered hereunder or thereunder or
         pursuant hereto or thereto.

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

                  "Credit Party Obligations" means, without duplication, (i) all
         of the obligations of the Credit Parties to the Lenders (including the
         Issuing Lender) and the Agent, whenever arising, under this Credit
         Agreement, the Notes, the Collateral Documents or any of the other
         Credit Documents (including, but not limited to, any interest accruing
         after the occurrence of a Bankruptcy Event with respect to any Credit
         Party, regardless of whether such interest is an allowed claim under
         the Bankruptcy Code) and (ii) all liabilities and obligations, whenever
         arising, owing from any Credit Party to any Lender, or any Affiliate of
         a Lender, arising under any Hedging Agreement.

                  "Debt Issuance" means the issuance of any Indebtedness for
         borrowed money by a Credit Party or any of its Subsidiaries, other than
         Indebtedness permitted by Section 8.1.

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

                  "Defaulting Lender" means, at any time, any Lender that, at
         such time, (i) has failed to make an Extension of Credit required
         pursuant to the terms of this Credit Agreement, (ii) has failed to pay
         to the Agent or any Lender an amount owed by such Lender pursuant to
         the terms of the Credit Agreement or any other of the Credit Documents,
         or (iii) has been deemed insolvent or has become subject to a
         bankruptcy or insolvency proceeding or to a receiver, trustee or
         similar proceeding.

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

                  "Domestic Subsidiary" means any Subsidiary which is
         incorporated or organized under the laws of any State or territory of
         the United States or the District of Columbia.

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
         Lender; (iii) in the case of any Lender which is an investment fund,
         any investment fund which is managed by the same investment advisor of
         such Lender; and (iv) any other Person approved by the Agent and,
         unless an Event of Default has occurred and is continuing at the time
         any assignment is effected in accordance with Section 11.3, the
         Borrower (such approval not to be unreasonably withheld or delayed by
         the Borrower and such approval to be deemed given by the Borrower if no
         objection is received by the assigning Lender and the Agent from the
         Borrower within five Business Days after notice of such proposed
         assignment has been provided by the assigning Lender to the Borrower);
         provided, however, that

                                       9
<PAGE>   15

         neither the Borrower nor an Affiliate of the Borrower shall qualify as
         an Eligible Assignee.

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

                  "Equity Transaction" means, with respect to the Borrower and
         its Subsidiaries, any issuance of shares of its capital stock or other
         equity interest; provided that any Equity Transaction shall not include
         any such issuance (A) by a Subsidiary of the Borrower to the Borrower,
         (B) to an employee, officer or director or former employee, officer or
         director pursuant to a stock incentive plan, stock option plan or other
         equity-based compensation plan or arrangement except to the extent that
         the aggregate annual amount of such issuances under this subsection (B)
         exceeds $1,000,000, (C) by the Borrower to Jupiter, (D) by the Borrower
         to existing shareholders of the Borrower pursuant to a shareholder's
         rights offering so long as Jupiter purchases 50% of the capital stock
         or other equity interest issued pursuant to such shareholder's rights
         offering, or (E) by the Borrower of equity securities so long as the
         proceeds of such equity securities are applied to the Bridge Loans or
         NationsBridge Term Loans.

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

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

                  "ERISA Event" means (i) with respect to any Plan, the
         occurrence of a Reportable Event or the substantial cessation of
         operations (within the meaning of Section 4062(e) of ERISA); (ii) the
         withdrawal by the Borrower, any Subsidiary of the Borrower or any ERISA
         Affiliate from a Multiple Employer Plan during a plan year in which it
         was a substantial employer (as such term is defined in Section
         4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan;
         (iii) the distribution of a notice of intent to terminate or the actual
         termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA;
         (iv) the institution of proceedings to terminate or the actual
         termination of a Plan by the PBGC under Section 4042 of ERISA; (v) any
         event or condition which could

                                       10
<PAGE>   16

         reasonably be expected to constitute grounds under Section 4042 of
         ERISA for the termination of, or the appointment of a trustee to
         administer, any Plan; (vi) the complete or partial withdrawal of the
         Borrower, any Subsidiary of the Borrower or any ERISA Affiliate from a
         Multiemployer Plan; (vii) the conditions for imposition of a lien under
         Section 302(f) of ERISA exist with respect to any Plan; or (vii) the
         adoption of an amendment to any Plan requiring the provision of
         security to such Plan pursuant to Section 307 of ERISA.

                  "Eurodollar Loan" means any Loan bearing interest at a rate
         determined by reference to the Eurodollar Rate.

                  "Eurodollar Rate" means, for the Interest Period for each
         Eurodollar Loan comprising part of the same borrowing (including
         conversions, extensions and renewals), a per annum interest rate
         determined pursuant to the following formula:


                   Eurodollar Rate  =       Interbank Offered Rate
                                       ---------------------------------
                                       1 - Eurodollar Reserve Percentage


                  "Eurodollar Reserve Percentage" means for any day, that
         percentage (expressed as a decimal) which is in effect from time to
         time under Regulation D of the Board of Governors of the Federal
         Reserve System (or any successor), as such regulation may be amended
         from time to time or any successor regulation, as the maximum reserve
         requirement (including, without limitation, any basic, supplemental,
         emergency, special, or marginal reserves) applicable with respect to
         "Eurocurrency liabilities" as that term is defined in Regulation D (or
         against any other category of liabilities that includes deposits by
         reference to which the interest rate of Eurodollar Loans is
         determined), whether or not Lender has any Eurocurrency liabilities
         subject to such reserve requirement at that time. Eurodollar Loans
         shall be deemed to constitute Eurocurrency liabilities and as such
         shall be deemed subject to reserve requirements without benefits of
         credits for proration, exceptions or offsets that may be available from
         time to time to a Lender. The Eurodollar Rate shall be adjusted
         automatically on and as of the effective date of any change in the
         Eurodollar Reserve Percentage.

                  "Event of Default" means such term as defined in Section 9.1.

                  "Extension of Credit" means, as to any Lender, the making of,
         extension or conversion of, or participation in, a Loan by such Lender
         or the issuance or extension of, or participation in, a Letter of
         Credit.

                  "Fees" means all fees payable pursuant to Section 3.5.

                  "Federal Funds Rate" means, for any day, the rate of interest
         per annum (rounded upwards, if necessary, to the nearest whole multiple
         of 1/100 of 1%) equal to the weighted average of the rates on overnight
         Federal funds transactions with members of the Federal

                                       11
<PAGE>   17

         Reserve System arranged by Federal funds brokers on such day, as
         published by the Federal Reserve Bank of New York on the Business Day
         next succeeding such day, provided that (A) if such day is not a
         Business Day, the Federal Funds Rate for such day shall be such rate on
         such transactions on the next preceding Business Day and (B) if no such
         rate is so published on such next preceding Business Day, the Federal
         Funds Rate for such day shall be the average rate quoted to the Agent
         on such day on such transactions as determined by the Agent.

                  "Foreign Subsidiary" means a Subsidiary which is not a
         Domestic Subsidiary.

                  "Funded Debt" means, with respect to any Person, without
         duplication, (i) all Indebtedness of such Person for borrowed money,
         (ii) all purchase money Indebtedness of such Person, including without
         limitation the principal portion of all obligations of such Person
         under Capital Leases, (iii) all Guaranty Obligations of such Person
         with respect to Funded Debt of another Person, (iv) all Funded Debt of
         another Person secured by a Lien on any Property of such Person,
         whether or not such Funded Debt has been assumed, provided that for
         purposes hereof the amount of such Funded Debt shall be limited to the
         greater of (A) the amount of such Funded Debt as to which there is
         recourse to such Person and (B) the fair market value of the property
         which is subject to the Lien, (v) all obligations of such Person issued
         or assumed as the deferred purchase price of Property or services
         purchased by such Person (other than trade debt incurred in the
         ordinary course of business and due within twelve months of the
         incurrence thereof) and (vi) the principal balance outstanding under
         any synthetic lease, tax retention operating lease, off-balance sheet
         loan or similar off-balance sheet financing product to which such
         Person is a party, where such transaction is considered borrowed money
         indebtedness for tax purposes but is classified as an operating lease
         in accordance with GAAP. The Funded Debt of any Person shall include
         the Funded Debt of any partnership or joint venture in which such
         Person is a general partner or joint venturer, but only to the extent
         to which there is recourse to such Person for the payment of such
         Funded Debt.

                  "GAAP" means generally accepted accounting principles in the
         United States applied on a consistent basis and subject to the terms of
         Section 1.3 hereof.

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

                  "Guarantor" means each of those Persons identified as a
         "Guarantor" on the signature pages hereto and each Additional Credit
         Party which may hereafter execute a Joinder Agreement, together with
         their successors and permitted assigns.

                  "Guaranty Obligations" means, with respect to any Person,
         without duplication, any obligations of such Person (other than
         endorsements in the ordinary course of business of negotiable
         instruments for deposit or collection) guaranteeing or intended to
         guarantee any Indebtedness of any other Person in any manner, whether
         direct or indirect, and including without limitation any obligation,
         whether or not contingent, (i) to purchase any such

                                       12
<PAGE>   18

         Indebtedness or any Property constituting security therefor, (ii) to
         advance or provide funds or other support for the payment or purchase
         of any such Indebtedness or to maintain working capital, solvency or
         other balance sheet condition of such other Person (including without
         limitation keep well agreements, maintenance agreements, comfort
         letters or similar agreements or arrangements) for the benefit of any
         holder of Indebtedness of such other Person, (iii) to lease or purchase
         Property, securities or services primarily for the purpose of assuring
         the holder of such Indebtedness, or (iv) to otherwise assure or hold
         harmless the holder of such Indebtedness against loss in respect
         thereof. The amount of any Guaranty Obligation hereunder shall (subject
         to any limitations set forth therein) be deemed to be an amount equal
         to the outstanding principal amount (or maximum principal amount, if
         larger) of the Indebtedness in respect of which such Guaranty
         Obligation is made.

                  "Hedging Agreements" means any interest rate protection
         agreement or foreign currency exchange agreement between the Borrower
         and any Lender, or any Affiliate of a Lender.

                  "Indebtedness" of any Person means (i) all obligations of such
         Person for borrowed money, (ii) all obligations of such Person
         evidenced by bonds, debentures, notes or similar instruments, or upon
         which interest payments are customarily made, (iii) all obligations of
         such Person under conditional sale or other title retention agreements
         relating to Property purchased by such Person (other than customary
         reservations or retentions of title under agreements with suppliers
         entered into in the ordinary course of business), (iv) all obligations
         of such Person issued or assumed as the deferred purchase price of
         Property or services purchased by such Person (other than trade debt
         incurred in the ordinary course of business and due within twelve
         months of the incurrence thereof) which would appear as liabilities on
         a balance sheet of such Person, (v) all obligations of such Person
         under take-or-pay or similar arrangements or under commodities
         agreements, (vi) all Indebtedness of others secured by (or for which
         the holder of such Indebtedness has an existing right, contingent or
         otherwise, to be secured by) any Lien on, or payable out of the
         proceeds of production from, Property owned or acquired by such Person,
         whether or not the obligations secured thereby have been assumed,
         provided that for purposes hereof the amount of such Indebtedness shall
         be limited to the greater of (A) the amount of such Indebtedness as to
         which there is recourse to such Person and (B) the fair market value of
         the property which is subject to the Lien, (vii) all Guaranty
         Obligations of such Person, (viii) the principal portion of all
         obligations of such Person under Capital Leases, (ix) all obligations
         of such Person in respect of interest rate protection agreements,
         foreign currency exchange agreements, commodity purchase or option
         agreements or other interest or exchange rate or commodity price
         hedging agreements (including, but not limited to, the Hedging
         Agreements), (x) the maximum amount of all standby letters of credit
         issued or bankers' acceptances facilities created for the account of
         such Person and, without duplication, all drafts drawn thereunder (to
         the extent unreimbursed), (xi) all preferred stock issued by such
         Person and required by the terms thereof to be redeemed, or for which
         mandatory sinking fund payments are due, by a fixed date and (xii) the
         principal balance outstanding under any synthetic lease, tax retention
         operating lease, off-balance sheet loan or similar off-balance sheet
         financing product to which such Person is a party, where such

                                       13
<PAGE>   19


         transaction is considered borrowed money indebtedness for tax purposes
         but is classified as an operating lease in accordance with GAAP. The
         Indebtedness of any Person shall include the Indebtedness of any
         partnership or joint venture in which such Person is a general partner
         or a joint venturer, but only to the extent to which there is recourse
         to such Person for payment of such Indebtedness.

                  "Indenture" means (a) so long as either the Bridge Loans or
         the NationsBridge Term Loans are outstanding, the Bridge Loan
         Agreement, and/or (b) at such time as the Bridge Loans and/or
         NationsBridge Term Loans have been repaid in full or in part with
         proceeds from the Permanent Securities, any Indenture to be entered
         into by the Borrower, as issuer in connection with such Permanent
         Securities, as the same may be amended, modified, or supplemented from
         time to time (such Indenture to contain terms and conditions
         (including, without limitation, subordination provisions) satisfactory
         to the Agent).

                  "Interbank Offered Rate" means, for the Interest Period for
         each Eurodollar Loan comprising part of the same borrowing (including
         conversions, extensions and renewals), a per annum interest rate
         (rounded upwards, if necessary, to the nearest whole multiple of 1/100
         of 1%) equal to the rate of interest, determined by the Agent on the
         basis of the offered rates for deposits in dollars for a period of time
         corresponding to such Interest Period (and commencing on the first day
         of such Interest Period), appearing on Telerate Page 3750 (or, if, for
         any reason, Telerate Page 3750 is not available, the Reuters Screen
         LIBO Page) as of approximately 11:00 A.M. (London time) two (2)
         Business Days before the first day of such Interest Period. As used
         herein, "Telerate Page 3750" means the display designated as page 3750
         by Dow Jones Telerate, Inc. (or such other page as may replace such
         page on that service for the purpose of displaying the British Bankers
         Association London interbank offered rates) and "Reuters Screen LIBO
         Page" means the display designated as page "LIBO" on the Reuters
         Monitor Money Rates Service (or such other page as may replace the LIBO
         page on that service for the purpose of displaying London interbank
         offered rates of major banks).

                  "Interest Payment Date" means (i) as to any Base Rate Loan,
         the last day of each calendar quarter, the date of repayment of
         principal of such Loan and the Termination Date and (ii) as to any
         Eurodollar Loan, the last day of each Interest Period for such Loan,
         any date of repayment of principal of such Loan and the Termination
         Date, and in addition where the applicable Interest Period is more than
         3 months, then also on the date 3 months from the beginning of the
         Interest Period, and each 3 months thereafter. If an Interest Payment
         Date falls on a date which is not a Business Day, such Interest Payment
         Date shall be deemed to be the next succeeding Business Day, except
         that in the case of Eurodollar Loans where the next succeeding Business
         Day falls in the next succeeding calendar month, then on the next
         preceding Business Day.

                  "Interest Period" means as to any Eurodollar Loan, a period of
         one, two, three or six month's duration, as the Borrower may elect,
         commencing in each case, on the date of the borrowing (including
         conversions, extensions and renewals); provided, however, (A) if any
         Interest Period would end on a day which is not a Business Day, such
         Interest Period shall

                                       14
<PAGE>   20

         be extended to the next succeeding Business Day (except that in the
         case of Eurodollar Loans where the next succeeding Business Day falls
         in the next succeeding calendar month, then on the next preceding
         Business Day), (B) no Interest Period shall extend beyond the
         Termination Date, and (C) in the case of Eurodollar Loans, where an
         Interest Period begins on a day for which there is no numerically
         corresponding day in the calendar month in which the Interest Period is
         to end, such Interest Period shall end on the last day of such calendar
         month.

                  "Investment" means (i) any loan or advance to any Person, (ii)
         any purchase or other acquisition of any capital stock, warrants,
         rights, options, obligations or other securities of, or equity interest
         in, any Person, (iii) any capital contribution to any Person or any
         other investment in such Person, including, without limitation, any
         Guaranty Obligation incurred for the benefit of such Person.

                  "Issuing Lender" means NationsBank.

                  "Issuing Lender Fees" has the meaning assigned to such term in
         Section 3.5(b)(ii).

                  "Joinder Agreement" means a Joinder Agreement substantially in
         the form of Schedule 7.12 hereto, executed and delivered by an
         Additional Credit Party in accordance with the provisions of Section
         7.12.

                  "Jupiter" means Jupiter Partners II L.P., a Delaware limited
         partnership.

                  "Kmart License Agreement" means the Agreement, dated May 10,
         1996, between Kmart Corporation and the Borrower, as amended, modified
         or supplemented from time to time.

                  "Lenders" means each of the Persons identified as a "Lender"
         on the signature pages hereto, and their successors and assigns.

                  "Letter of Credit" means any Closing Date Letter of Credit and
         any other letter of credit issued by the Issuing Lender for the account
         of the Borrower in accordance with the terms of Section 2.2.

                  "Letter of Credit Fee" has the meaning given such term in
         Section 3.5(b)(i).

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

                  "Loan" or "Loans" means the Revolving Loans and the Term 
         Loans.

                                       15
<PAGE>   21

                  "LOC Commitment" means the commitment of the Issuing Lender to
         issue, and to honor payment obligations under, Letters of Credit
         hereunder and with respect to each Lender, the commitment of each
         Lender to purchase participation interests in the Letters of Credit up
         to such Lender's LOC Committed Amount as specified in Schedule 2.1(a),
         as such amount may be reduced from time to time in accordance with the
         provisions hereof.

                  "LOC Committed Amount" means, collectively, the aggregate
         amount of all of the LOC Commitments of the Lenders to issue and
         participate in Letters of Credit as referenced in Section 2.2(a), being
         initially FIVE MILLION DOLLARS ($5,000,000) and, individually, the
         amount of each Lender's LOC Commitment as specified in Schedule 2.1(a).

                  "LOC Documents" means, with respect to any Letter of Credit,
         such Letter of Credit, any amendments thereto, any documents delivered
         in connection therewith, any application therefor, and any agreements,
         instruments, guarantees or other documents (whether general in
         application or applicable only to such Letter of Credit) governing or
         providing for (i) the rights and obligations of the parties concerned
         or at risk or (ii) any collateral security for such obligations.

                  "LOC Obligations" means, at any time, the sum of (i) the
         maximum amount which is, or at any time thereafter may become,
         available to be drawn under Letters of Credit then outstanding,
         assuming compliance with all requirements for drawings referred to in
         such Letters of Credit plus (ii) the aggregate amount of all drawings
         under Letters of Credit honored by the Issuing Lender but not
         theretofore reimbursed.

                  "Margin Stock" has the meaning given such term in 12 CFR Part
         221.2.

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

                  "Material Guarantors" means any Subsidiary of the Borrower
         having total assets of $1,000,000 or more.

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

                                       16
<PAGE>   22

                  "Merger" means that certain merger of Jupiter Acquisition
         Corp., a North Carolina corporation with and into the Borrower pursuant
         to the terms and conditions of the Merger Agreement.

                  "Merger Agreement" means that certain Agreement and Plan of
         Merger by and between the Borrower and Jupiter Acquisition Corp., a
         North Carolina corporation dated as of April 20, 1998, as amended or
         modified from time to time.

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

                  "Mortgages" has the meaning given to such term in Section
         5.1(l).

                  "Mortgage Policies" has the meaning given to such term in
         Section 5.1(l).

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

                  "Multiple Employer Plan" means a Plan which the Borrower, any
         Subsidiary of the Borrower or any ERISA Affiliate and at least one
         employer other than the Borrower, any Subsidiary of the Borrower or any
         ERISA Affiliate are contributing sponsors.

                  "NationsBank" means NationsBank, N.A. and its successors.

                  "NationsBridge Term Loans" shall mean the Term Loans (as
         defined in the Bridge Loan Agreement).

                  "Net Proceeds" means gross cash proceeds (including any cash
         received by way of deferred payment pursuant to a promissory note,
         receivable or otherwise, but only as and when received) received in
         connection with an Asset Disposition, Debt Issuance or Equity
         Transaction, net of (i) reasonable transaction costs, including in the
         case of an Equity Transaction, underwriting discounts and commissions
         and in the case of an Asset Disposition occurring in connection with a
         claim under an insurance policy, costs incurred in connection with
         adjustment and settlement of the claim, (ii) estimated taxes payable in
         connection therewith, and (iii) in the case of an Asset Disposition,
         any amounts payable in respect of Indebtedness (other than the Loans),
         including without limitation principal, interest, premiums and
         penalties, which is secured by, or otherwise related to, any property
         or asset which is the subject thereof to the extent that such
         Indebtedness and any payments in respect thereof are paid with a
         portion of the proceeds therefrom.

                  "Non-Excluded Taxes" means such term as is defined in Section
         3.10.

                  "Note" or "Notes" means any Revolving Notes and/or any Term
         Notes, individually or collectively, as appropriate.

                                       17
<PAGE>   23

                  "Notice of Borrowing" means a written notice of borrowing in
         substantially the form of Schedule 2.1(b)(i), as required by Section
         2.1(b)(i).

                  "Notice of Extension/Conversion" means a written notice of
         extension or conversion in substantially the form of Schedule 3.2, as
         required by Section 3.2.

                  "Obligations" means, collectively, the Term Loans, the
         Revolving Loans and the LOC Obligations.

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

                  "Participation Interest" means the purchase by a Lender of a
         participation in Letters of Credit and LOC Obligations as provided in
         Section 2.2(c), and in Loans as provided in Section 3.13.

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

                  "Permanent Securities" shall have the meaning provided such
         term in the Bridge Loan Agreement.

                  "Permitted Investments" means Investments which are either (i)
         cash and Cash Equivalents; (ii) accounts receivable created, acquired
         or made in the ordinary course of business and payable or dischargeable
         in accordance with customary trade terms; (iii) Investments consisting
         of stock, obligations, securities or other property received in
         settlement of accounts receivable (created in the ordinary course of
         business) from bankrupt or insolvent obligors; (iv) Investments
         existing as of the Closing Date and set forth in Schedule 8.5; (v)
         Guaranty Obligations permitted by Section 8.1; (vi) loans to employees,
         directors or officers in connection with the award of convertible bonds
         or stock under a stock incentive plan, stock option plan or other
         equity-based compensation plan or arrangement in the aggregate not to
         exceed $500,000 (calculated on the exercise price for any such shares)
         in the aggregate at any time outstanding; (vii) other advances or loans
         to employees, directors, officers or agents not to exceed $750,000 in
         the aggregate at any time outstanding; (viii) advances or loans to
         customers or suppliers that do not exceed $1,000,000 in the aggregate
         at any one time outstanding; (ix) Investments by one Credit Party in
         and to another Credit Party; (x) loans, advances and investments in
         Foreign Subsidiaries in an amount not to exceed $15,000,000 in the
         aggregate at any time outstanding and (xi) other loans, advances and
         investments of a nature not contemplated in the foregoing subsections
         in an amount not to exceed $1,000,000 in the aggregate at any time
         outstanding.

                                       18
<PAGE>   24

                  "Permitted Liens" means:

                                    (i) Liens in favor of the Agent on behalf of
                  the Lenders;

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

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

                                    (iv) Liens (other than Liens created or
                  imposed under ERISA) incurred or deposits made by the Borrower
                  and its Subsidiaries 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, bids, leases,
                  government contracts, performance and return-of-money bonds
                  and other similar obligations (exclusive of obligations for
                  the payment of borrowed money);

                                    (v) Liens in connection with attachments or
                  judgments (including judgment or appeal bonds) provided that
                  the judgments secured shall, within 30 days after the entry
                  thereof, have been discharged or execution thereof stayed
                  pending appeal, or shall have been discharged within 30 days
                  after the expiration of any such stay;

                                    (vi) easements, rights-of-way, restrictions
                  (including zoning restrictions), minor defects or
                  irregularities in title and other similar charges or
                  encumbrances not, in any material respect, impairing the use
                  of the encumbered Property for its intended purposes;

                                    (vii) Liens securing purchase money
                  Indebtedness (including Capital Leases) to the extent
                  permitted under Section 8.1(d), provided that any such Lien
                  attaches only to the Property financed and such Lien attaches
                  thereto concurrently with or within 90 days after the
                  acquisition thereof;

                                       19
<PAGE>   25

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

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

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

                                    (xi) Liens deemed to exist in connection
                  with Investments in repurchase agreements permitted under
                  Section 8.5;

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

                                    (xiii) Liens existing as of the Closing Date
                  and set forth on Schedule 6.8; provided that (a) no such Lien
                  shall at any time be extended to or cover any Property other
                  than the Property subject thereto on the Closing Date and (b)
                  the principal amount of the Indebtedness secured by such Liens
                  shall not be extended, renewed, refunded or refinanced.

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

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

                  "Pledge Agreement" means the Pledge Agreement dated as of the
         date hereof entered into by the Credit Parties in favor of the Agent
         for the benefit of the Lenders (and Affiliates of Lenders as to certain
         obligations under the Hedging Agreements), as amended, modified,
         restated or supplemented from time to time.

                  "Prime Rate" means the rate of interest per annum publicly
         announced from time to time by NationsBank as its prime rate in effect
         at its principal office in Charlotte, North Carolina, with each change
         in the Prime Rate being effective on the date such change is publicly
         announced as effective (it being understood and agreed that the Prime
         Rate is a reference rate used by NationsBank in determining interest
         rates on certain loans and is not intended to be the lowest rate of
         interest charged on any extension of credit by NationsBank to any
         debtor).

                                       20
<PAGE>   26

                  "Prior Credit Agreement" means that certain Credit Agreement
         among the Borrower, certain subsidiaries of the Borrower, the lenders
         party thereto and NationsBank, N.A., as Agent dated as of February 28,
         1997, as amended or modified from timed to time.

                  "Pro Forma" means, with respect to any event, that such event
         shall be deemed to have occurred as of the first day of the
         twelve-month period ending as of the last day of the most recent fiscal
         quarter for which the Lenders have received the financial information
         required by Section 7.1(a) or 7.1(b)(ii), as applicable.

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

                  "Qualifying IPO" means an underwritten primary public offering
         (other than a public offering pursuant to a registration statement on
         Form S-8) of the common capital stock of the Borrower (i) pursuant to
         an effective registration statement filed with the Securities and
         Exchange Commission in accordance with the Securities Act (whether
         alone or in connection with a secondary public offering) and (ii)
         resulting in proceeds to the Borrower of at least $25 million.

                  "Register" has the meaning given such term in Section 11.3(c).

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

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

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

                  "Required Lenders" means, at any time, Lenders having more
         than fifty percent (50%) of the Commitments, or if the Commitments have
         been terminated, Lenders having more than fifty percent (50%) of the
         aggregate principal amount of the Obligations outstanding (taking into
         account in each case Participation Interests or obligation to
         participate therein); provided that the Commitments of, and outstanding
         principal amount of Obligations (taking into account Participation
         Interests therein) owing to, a Defaulting Lender shall be excluded for
         purposes hereof in making a determination of Required Lenders.

                  "Requirement of Law" means, as to any Person, the certificate
         of incorporation and by-laws or other organizational or governing
         documents of such Person, and any law,

                                       21
<PAGE>   27

         treaty, rule or regulation or determination of an arbitrator or a court
         or other Governmental Authority, in each case applicable to or binding
         upon such Person or any of its material property.

                  "Responsible Officer" means the President, the Chief Financial
         Officer, the Controller and any Vice President.

                  "Restricted Payment" means (i) any dividend or other
         distribution, direct or indirect, on account of any shares of any class
         of stock of any member of the Consolidated Group now or hereafter
         outstanding, (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 any member of the Consolidated
         Group now or hereafter outstanding, and (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 any
         member of the Consolidated Group now or hereafter outstanding.

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

                  "Revolving Commitment Percentage" means, for each Lender, a
         fraction (expressed as a decimal) the numerator of which is the
         Revolving Commitment of such Lender at such time and the denominator of
         which is the Aggregate Revolving Committed Amount at such time. The
         initial Revolving Commitment Percentages are set out on Schedule
         2.1(a).

                  "Revolving Committed Amount" means, collectively, the
         aggregate amount of all of the Revolving Commitments as referenced in
         Section 2.1(a) and, individually, the amount of each Lender's Revolving
         Commitment as specified in Schedule 2.1(a).

                  "Revolving Loans" has the meaning assigned to such term in
         Section 2.1(a).

                  "Revolving Note" or "Revolving Notes" means the promissory
         notes of the Borrower in favor of each of the Lenders evidencing the
         Revolving Loans in substantially the form attached as Schedule 2.1(e),
         individually or collectively, as appropriate, as such promissory notes
         may be amended, modified, supplemented, extended, renewed or replaced
         from time to time.

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

                                       22
<PAGE>   28

                  "Security Agreement" means the Security Agreement dated as of
         the date hereof entered into by the Credit Parties in favor of the
         Agent for the benefit of the Lenders (and Affiliates of Lenders as to
         certain obligations under the Hedging Agreements), as amended,
         modified, restated or supplemented from time to time.

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

                  "Solvent" or "Solvency" means, with respect to any Person as
         of a particular date, that on such date (i) such Person is able to
         realize upon its assets and pay its debts and other liabilities,
         contingent obligations and other commitments as they mature in the
         normal course of business, (ii) such Person does not intend to, and
         does not believe that it will, incur debts or liabilities beyond such
         Person's ability to pay as such debts and liabilities mature in their
         ordinary course, (iii) such Person is not engaged in a business or a
         transaction, and is not about to engage in a business or a transaction,
         for which such Person's Property would constitute unreasonably small
         capital after giving due consideration to the prevailing practice in
         the industry in which such Person is engaged or is to engage, (iv) the
         fair value of the Property of such Person is greater than the total
         amount of liabilities, including, without limitation, contingent
         liabilities, of such Person and (v) the present fair saleable value of
         the assets of such Person is not less than the amount that will be
         required to pay the probable liability of such Person on its debts as
         they become absolute and matured. In computing the amount of contingent
         liabilities at any time, it is intended that such liabilities will be
         computed at the amount which, in light of all the facts and
         circumstances existing at such time, represents the amount that can
         reasonably be expected to become an actual or matured liability.

                  "Subordinated Debt" means the Indebtedness evidenced by the
         Indenture in an aggregate principal amount not to exceed $100,000,000.

                  "Subsidiary" means, as to any Person, (a) any corporation more
         than 50% of whose stock of any class or classes having by the terms
         thereof ordinary voting power to elect a majority of the directors of
         such corporation (irrespective of whether or not at the time, any class
         or classes of such corporation shall have or might have voting power by
         reason of the happening of any contingency) is at the time owned by
         such Person directly or indirectly through Subsidiaries, and (b) any
         partnership, association, joint venture or other entity in which such
         Person directly or indirectly through Subsidiaries has more than 50% of
         the voting interests at any time. Unless otherwise identified,
         "Subsidiary" or "Subsidiaries" shall mean Subsidiaries of the Borrower.

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

                                       23
<PAGE>   29

                  "Termination Date" means (i) with respect to the Revolving
         Loans, Letters of Credit (and the related LOC Obligations) and the
         Tranche A Term Loans, August 25, 2003 and (ii) with respect to the
         Tranche B Term Loans, August 25, 2005.

                  "Term Loans" means the Tranche A Term Loans and the Tranche B
         Term Loans.

                  "Term Notes" means the Tranche A Term Notes and/or Tranche B
         Term Notes, individually or collectively, as appropriate.

                  "Tranche A Term Loans" has the meaning assigned to such term
         in Section 2.3(a).

                  "Tranche A Term Loan Commitment" means, with respect to each
         Lender, the commitment of such Lender to make Tranche A Term Loans in
         an aggregate principal amount at any time outstanding of up to such
         Lender's Tranche A Term Loan Commitment Percentage of the Aggregate
         Tranche A Term Loan Committed Amount.

                  "Tranche A Term Loan Commitment Percentage" means, for any
         Lender, the percentage identified as its Tranche A Term Loan Commitment
         Percentage on Schedule 2.1(a), as such amount may be reduced from time
         to time in accordance with the provisions hereof.

                  "Tranche A Term Loan Committed Amount" means, collectively,
         the aggregate amount of all of the Tranche A Term Loan Commitments as
         referenced in Section 2.3(a) and, individually, the amount of each
         Lender's Tranche A Term Loan Commitment as specified in Schedule
         2.1(a).

                  "Tranche A Term Note" or "Tranche A Term Notes" means the
         promissory notes of the Borrower in favor of each of the Lenders
         evidencing the Tranche A Term Loans in substantially the form attached
         as Schedule 2.3(e), individually or collectively, as appropriate, as
         such promissory notes may be amended, modified, supplemented, extended,
         renewed or replaced from time to time.

                  "Tranche B Term Loan Commitment" means, with respect to each
         Lender, the commitment of such Lender to make Tranche B Term Loans in
         an aggregate principal amount at any time outstanding of up to such
         Lender's Tranche B Term Loan Commitment Percentage of the Aggregate
         Tranche B Term Loan Committed Amount.

                  "Tranche B Term Loan Commitment Percentage" means, for any
         Lender, the percentage identified as its Tranche B Term Loan Commitment
         Percentage on Schedule 2.1(a), as such amount may be reduced from time
         to time in accordance with the provisions hereof.

                  "Tranche B Term Loan Committed Amount" means, collectively,
         the aggregate amount of all of the Tranche B Term Loan Commitments as
         referenced in Section 2.4(a)

                                       24
<PAGE>   30

         and, individually, the amount of each Lender's Tranche B Term Loan
         Commitment as specified in Schedule 2.1(a).

                  "Tranche B Term Loans" has the meaning assigned to such term
         in Section 2.4(a).

                  "Tranche B Term Note" or "Tranche B Term Notes" means the
         promissory notes of the Borrower in favor of each of the Lenders
         evidencing the Tranche B Term Loans in substantially the form attached
         as Schedule 2.4(e), individually or collectively, as appropriate, as
         such promissory notes may be amended, modified, supplemented, extended,
         renewed or replaced from time to time.

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

                  "Wal*Mart License Agreement" means the agreement, dated July
         29, 1992, between Wal*Mart Stores, Inc. and American Studios, Inc., as
         the same may be amended, modified or supplemented from time to time and
         any other agreements entered into from time to time between the
         Borrower (or its Subsidiaries) and Wal*Mart Stores, Inc. granting the
         Borrower or its Subsidiaries the right to operate retail portrait
         photography studios in Wal*Mart stores in the United States and Canada.

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

         1.2      COMPUTATION OF TIME PERIODS.

         For purposes of computation of periods of time hereunder, the word
"from" means "from and including" and the words "to" and "until" each mean "to
but excluding."

         1.3      ACCOUNTING TERMS.

         Except as otherwise expressly provided herein, all accounting terms
used herein shall be interpreted, and all financial statements and certificates
and reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis. All calculations made for the purposes of determining compliance with
this Credit Agreement shall (except as otherwise expressly provided herein) be
made by application of GAAP applied on a basis consistent with the most recent
annual or quarterly financial statements delivered pursuant to Section 7.1
hereof (or, prior to the delivery of the first financial statements pursuant to
Section 7.1 hereof, consistent with the annual audited financial statements
referenced in Section 6.1); provided, however, if (a) the Borrower shall object
to determining such compliance on such basis at the time of delivery of such
financial statements due to any change in GAAP or the rules promulgated with
respect thereto or (b) the Agent or the

                                       25
<PAGE>   31

Required Lenders shall so object in writing within 30 days after delivery of
such financial statements, then such calculations shall be made on a basis
consistent with the most recent financial statements delivered by the Borrower
to the Lenders as to which no such objection shall have been made.


                                    SECTION 2
                                CREDIT FACILITIES

         2.1      REVOLVING LOANS.

         (a) Revolving Commitment. During the Commitment Period, subject to the
terms and conditions hereof, each Lender severally agrees to make revolving
credit loans (the "Revolving Loans") to the Borrower from time to time in the
amount of such Lender's Revolving Commitment Percentage of such Revolving Loans
for the purposes hereinafter set forth; provided that (i) with regard to the
Lenders collectively, the aggregate principal amount of the Revolving Loans and
the LOC Obligations outstanding at any time shall not exceed TWENTY FIVE MILLION
DOLLARS ($25,000,000) (as referenced on Schedule 2.1(a), the "Revolving
Committed Amount"), (ii) with regard to each Lender individually, such Lender's
Revolving Commitment Percentage of the Revolving Loans and the LOC Obligations
outstanding at any time shall not exceed such Lender's Revolving Committed
Amount and (iii) the Lenders shall have no obligation to advance Revolving Loans
during the period from and including December 15 through and including January
15 and, as more specifically provided in Section 3.3(b)(i) hereof, no Revolving
Loans shall be outstanding during such period. Revolving Loans may consist of
Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower
may request, and may be repaid and reborrowed in accordance with the provisions
hereof.

         (b)      Revolving Loan Borrowings.

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

                                       26
<PAGE>   32

         this Section 2.1(b)(i), of the contents thereof and each such Lender's
         share of any borrowing to be made pursuant thereto.

                  (ii) Minimum Amounts. Each Revolving Loan shall be in a
         minimum aggregate principal amount of $1,000,000, in the case of
         Eurodollar Loans, or $500,000 (or the remaining Revolving Committed
         Amount, if less), in the case of Base Rate Loans, and integral
         multiples of $100,000 in excess thereof.

                  (iii) Advances. Each Lender will make its Revolving Commitment
         Percentage of each Revolving Loan borrowing available to the Agent for
         the account of the Borrower as specified in Section 3.14(a), or in such
         other manner as the Agent may specify in writing, by 1:00 P.M.
         (Charlotte, North Carolina time) on the date specified in the
         applicable Notice of Borrowing (or the date on which a borrowing is
         deemed requested pursuant to Section 2.2(e) hereof) in Dollars and in
         funds immediately available to the Agent. Such borrowing will then be
         made available to the Borrower by the Agent by crediting the account of
         the Borrower on the books of the Agent with the aggregate of the
         amounts made available to the Agent by the Lenders and in like funds as
         received by the Agent.

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

         (d) Interest.  Subject to the provisions of Section 3.1,

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

                  (ii) Eurodollar Loans. During such periods as Revolving Loans
         shall be comprised in whole or in part of Eurodollar Loans, such
         Eurodollar Loans shall bear interest at a per annum rate equal to the
         Eurodollar Rate plus the Applicable Percentage.

         Interest on Revolving Loans shall be payable in arrears on each
         applicable Interest Payment Date (or at such other times as may be 
         specified herein).

         (e) Revolving Notes. The Revolving Loans shall be evidenced by a duly
executed Revolving Note in favor of each Lender.

         2.2      LETTER OF CREDIT SUBFACILITY.

         (a) Issuance. During the Commitment Period, subject to the terms and
conditions hereof and of the LOC Documents, if any, and such other terms and
conditions which the Issuing Lender may reasonably require, the Issuing Lender
shall issue, and the Lenders shall participate in, such Letters of Credit as the
Borrower may request (or have requested in the case of Closing Date Letters of
Credit) for its own account or for the account of another Credit Party as
provided herein, in a form acceptable to the Issuing Lender, for the purposes
hereinafter set forth; provided

                                       27
<PAGE>   33

that (i) the aggregate amount of LOC Obligations shall not exceed FIVE MILLION
DOLLARS ($5,000,000) at any time (the "LOC Committed Amount"), (ii) with regard
to the Lenders collectively, the aggregate principal amount of Obligations under
Revolving Loans and the LOC Obligations outstanding at any time shall not exceed
the Aggregate Revolving Committed Amount and (iii) with regard to each Lender
individually, such Lender's Revolving Commitment Percentage of Obligations under
Revolving Loans and the LOC Obligations outstanding at any time shall not exceed
such Lender's Revolving Committed Amount. Letters of Credit issued hereunder
shall not have an original expiry date more than one year from the date of
issuance or extension, nor an expiry date, whether as originally issued or by
extension, extending beyond the Termination Date. Each Letter of Credit shall
comply with the related LOC Documents. The issuance date of each Letter of
Credit shall be a Business Day.

         (b) Notice and Reports. Except for Closing Date Letters of Credit
described on Schedule 2.2(b)-1, the request for the issuance of a Letter of
Credit shall be submitted by the Borrower to the Issuing Lender at least three
(3) Business Days prior to the requested date of issuance (or such shorter
period as may be agreed by the Issuing Lender). A form of Notice of Request for
Letter of Credit is attached as Schedule 2.2(b)-2. The Issuing Lender will
provide to the Agent at least monthly, and more frequently upon request, a
detailed summary report on its Letters of Credit and the activity thereon, in
form and substance acceptable to the Agent.

         (c) Participation. Each Lender, upon issuance of a Letter of Credit
(or, as of the Closing Date, in the case of the Closing Date Letters of Credit),
shall be deemed to have purchased without recourse a participation from the
applicable Issuing Lender in such Letter of Credit and the obligations arising
thereunder, in each case in an amount equal to its pro rata share of the
obligations under such Letter of Credit (based on the respective Revolving
Commitment Percentages of the Lenders) and shall absolutely, unconditionally and
irrevocably assume, as primary obligor and not as surety, and be obligated to
pay to the Issuing Lender therefor and discharge when due, its pro rata share of
the obligations arising under such Letter of Credit. Without limiting the scope
and nature of each Lender's participation in any Letter of Credit, to the extent
that the Issuing Lender has not been reimbursed as required hereunder or under
any such Letter of Credit, each such Lender shall pay to the Issuing Lender its
pro rata share of such unreimbursed drawing in same day funds on the day of
notification by the Issuing Lender of an unreimbursed drawing pursuant to the
provisions of subsection (d) hereof. The obligation of each Lender to so
reimburse the Issuing Lender shall be absolute and unconditional and shall not
be affected by the occurrence of a Default, an Event of Default or any other
occurrence or event. Any such reimbursement shall not relieve or otherwise
impair the obligation of the Borrower to reimburse the Issuing Lender under any
Letter of Credit, together with interest as hereinafter provided. As of the
Closing Date, each Closing Date Letter of Credit shall be deemed for all
purposes of the Credit Agreement and the other Credit Documents to be a Letter
of Credit.

         (d) Reimbursement. In the event of any drawing under any Letter of
Credit, the Issuing Lender will promptly notify the Borrower. Unless the
Borrower shall immediately notify the Issuing Lender that the Borrower intends
to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall
be deemed to have requested that the Lenders make a Revolving Loan in the amount
of the drawing as provided in subsection (e) hereof on the related Letter of
Credit, the

                                       28
<PAGE>   34


proceeds of which will be used to satisfy the related reimbursement
obligations. The Borrower promises to reimburse the Issuing Lender on the day of
drawing under any Letter of Credit (either with the proceeds of a Revolving Loan
obtained hereunder or otherwise) in same day funds. If the Borrower shall fail
to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount
of such drawing shall bear interest at a per annum rate equal to the Base Rate
plus the sum of (i) the Applicable Percentage and (ii) two percent (2%). The
Borrower's reimbursement obligations hereunder shall be absolute and
unconditional under all circumstances irrespective of any rights of setoff,
counterclaim or defense to payment the Borrower may claim or have against the
Issuing Lender, the Agent, the Lenders, the beneficiary of the Letter of Credit
drawn upon or any other Person, including without limitation any defense based
on any failure of the Borrower or any other Credit Party to receive
consideration or the legality, validity, regularity or unenforceability of the
Letter of Credit. The Issuing Lender will promptly notify the other Lenders of
the amount of any unreimbursed drawing and each Lender shall promptly pay to the
Agent for the account of the Issuing Lender in Dollars and in immediately
available funds, the amount of such Lender's pro rata share of such unreimbursed
drawing. Such payment shall be made on the day such notice is received by such
Lender from the Issuing Lender if such notice is received at or before 2:00 P.M.
(Charlotte, North Carolina time) otherwise such payment shall be made at or
before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next
succeeding the day such notice is received. If such Lender does not pay such
amount to the Issuing Lender in full upon such request, such Lender shall, on
demand, pay to the Agent for the account of the Issuing Lender interest on the
unpaid amount during the period from the date of such drawing until such Lender
pays such amount to the Issuing Lender in full at a rate per annum equal to, if
paid within three (3) Business Days of the date that such Lender is required to
make payments of such amount pursuant to the preceding sentence, the Federal
Funds Rate and thereafter at a rate equal to the Base Rate. Each Lender's
obligation to make such payment to the Issuing Lender, and the right of the
Issuing Lender to receive the same, shall be absolute and unconditional, shall
not be affected by any circumstance whatsoever and without regard to the
termination of this Credit Agreement or the Commitments hereunder, the existence
of a Default or Event of Default or the acceleration of the obligations of the
Borrower hereunder and shall be made without any offset, abatement, withholding
or reduction whatsoever. Simultaneously with the making of each such payment by
a Lender to the Issuing Lender, such Lender shall, automatically and without any
further action on the part of the Issuing Lender or such Lender, acquire a
participation in an amount equal to such payment (excluding the portion of such
payment constituting interest owing to the Issuing Lender) in the related
unreimbursed drawing portion of the LOC Obligation and in the interest thereon
and in the related LOC Documents, and shall have a claim against the Borrower
with respect thereto.

         (e) Repayment with Revolving Loans. On any day on which the Borrower
shall have requested, or been deemed to have requested, a Revolving Loan to
reimburse a drawing under a Letter of Credit, the Agent shall give notice to the
Lenders that a Revolving Loan has been requested or deemed requested by the
Borrower to be made in connection with a drawing under a Letter of Credit, in
which case a Revolving Loan comprised of Base Rate Loans (or Eurodollar Loans to
the extent the Borrower has complied with the procedures of Section 2.1(b)(i)
with respect thereto) shall be immediately made to the Borrower by all Lenders
(notwithstanding any termination of the Commitments pursuant to Section 9.2) pro
rata based on the respective Revolving Loan Commitment Percentages of the
Lenders (determined before giving effect to any

                                       29
<PAGE>   35

termination of the Commitments pursuant to Section 9.2) and the proceeds thereof
shall be paid directly to the Issuing Lender for application to the respective
LOC Obligations. Each such Lender hereby irrevocably agrees to make its pro rata
share of each such Revolving Loan immediately upon any such request or deemed
request in the amount, in the manner and on the date specified in the preceding
sentence notwithstanding (i) the amount of such borrowing may not comply with
the minimum amount for advances of Revolving Loans otherwise required hereunder,
(ii) whether any conditions specified in Section 5.2 are then satisfied, (iii)
whether a Default or an Event of Default then exists, (iv) failure for any such
request or deemed request for Revolving Loan to be made by the time otherwise
required hereunder, (v) whether the date of such borrowing is a date on which
Revolving Loans are otherwise permitted to be made hereunder or (vi) any
termination of the Commitments relating thereto immediately prior to or
contemporaneously with such borrowing. In the event that any Revolving Loan
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to the Borrower or any Credit Party), then each
such Lender hereby agrees that it shall forthwith purchase (as of the date such
borrowing would otherwise have occurred, but adjusted for any payments received
from the Borrower on or after such date and prior to such purchase) from the
Issuing Lender such participation in the outstanding LOC Obligations as shall be
necessary to cause each such Lender to share in such LOC Obligations ratably
(based upon the respective Revolving Commitment Percentages of the Lenders
(determined before giving effect to any termination of the Commitments pursuant
to Section 9.2)), provided that in the event such payment is not made on the day
of drawing, such Lender shall pay in addition to the Issuing Lender interest on
the amount of its unfunded Participation Interest at a rate equal to, if paid
within three (3) Business Days of the date of drawing, the Federal Funds Rate,
and thereafter at the Base Rate.

         (f) Designation of other Credit Parties as Account Parties.
Notwithstanding anything to the contrary set forth in this Credit Agreement,
including without limitation Section 2.2(a) hereof, a Letter of Credit hereunder
may contain a statement to the effect that such Letter of Credit is issued for
the account of a Credit Party other than the Borrower, provided that
notwithstanding such statement, the Borrower shall be the actual account party
for all purposes of this Credit Agreement for such Letter of Credit and such
statement shall not affect the Borrower's reimbursement obligations hereunder
with respect to such Letter of Credit.

         (g) Renewal, Extension. The renewal or extension of any Letter of
Credit shall, for purposes hereof, be treated in all respects the same as the
issuance of a new Letter of Credit hereunder.

         (h) Uniform Customs and Practices. To the extent applicable, the
Letters of Credit shall be subject to The Uniform Customs and Practice for
Documentary Credits, as published as of the date of issue by the International
Chamber of Commerce (the "UCP"), and to the extent applicable, the UCP shall be
incorporated therein and deemed in all respects to be a part thereof.

                                       30
<PAGE>   36

         (i)      Indemnification; Nature of Issuing Lender's Duties.

                  (i) In addition to its other obligations under this Section
         2.2, the Borrower hereby agrees to protect, indemnify, pay and save the
         Issuing Lender harmless from and against any and all claims, demands,
         liabilities, damages, losses, costs, charges and expenses (including
         reasonable attorneys' fees) that the Issuing Lender may incur or be
         subject to as a consequence, direct or indirect, of (A) the issuance of
         any Letter of Credit or (B) the failure of the Issuing Lender to honor
         a drawing under a 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 "Government Acts").

                  (ii) As between the Borrower and the Issuing Lender, the
         Borrower shall assume all risks of the acts, omissions or misuse of any
         Letter of Credit by the beneficiary thereof. The Issuing Lender shall
         not be responsible: (A) for the form, validity, sufficiency, accuracy,
         genuineness or legal effect of any document submitted by any party in
         connection with the application for and issuance of any Letter of
         Credit, even if it should in fact prove to be in any or all respects
         invalid, fraudulent or forged; (B) for the validity or sufficiency of
         any instrument transferring or assigning or purporting to transfer or
         assign any Letter of Credit or the rights or benefits thereunder or
         proceeds thereof, in whole or in part, that may prove to be invalid or
         ineffective for any reason; (C) for 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; (D)
         for any loss or delay in the transmission or otherwise of any document
         required in order to make a drawing under a Letter of Credit or of the
         proceeds thereof; and (E) for any consequences arising from causes
         beyond the control of the Issuing Lender, including, without
         limitation, any Government Acts. None of the above shall affect,
         impair, or prevent the vesting of the Issuing Lender's rights or powers
         hereunder.

                  (iii) In furtherance and extension of, and not in limitation
         of, the specific provisions hereinabove set forth, any action taken or
         omitted by the Issuing Lender, under or in connection with any Letter
         of Credit or the related certificates, if taken or omitted in good
         faith and without gross negligence or willful misconduct, shall not put
         such Issuing Lender under any resulting liability to the Borrower or
         any other Credit Party. It is the intention of the parties that this
         Credit Agreement shall be construed and applied to protect and
         indemnify the Issuing Lender against any and all risks involved in the
         issuance of the Letters of Credit, all of which risks are hereby
         assumed by the Borrower (on behalf of itself and each of the other
         Credit Parties), including, without limitation, any and all Government
         Acts. The Issuing Lender shall not, in any way, be liable for any
         failure by the Issuing Lender or anyone else to pay any drawing under
         any Letter of Credit as a result of any Government Acts or any other
         cause beyond the control of the Issuing Lender.

                                       31
<PAGE>   37

                  (iv) Nothing in this subsection (i) is intended to limit the
         reimbursement obligations of the Borrower contained in subsection (d)
         above. The obligations of the Borrower under this subsection (i) shall
         survive the termination of this Credit Agreement. No act or omissions
         of any current or prior beneficiary of a Letter of Credit shall in any
         way affect or impair the rights of the Issuing Lender to enforce any
         right, power or benefit under this Credit Agreement.

                  (v) Notwithstanding anything to the contrary contained in this
         subsection (i), the Borrower shall have no obligation to indemnify the
         Issuing Lender in respect of any liability incurred by the Issuing
         Lender (A) arising solely out of the gross negligence or willful
         misconduct of the Issuing Lender, as determined by a court of competent
         jurisdiction, or (B) caused by the Issuing Lender's failure to pay
         under any Letter of Credit after presentation to it of a request
         strictly complying with the terms and conditions of such Letter of
         Credit, as determined by a court of competent jurisdiction, unless such
         payment is prohibited by any law, regulation, court order or decree.

         (j) Responsibility of Issuing Lender. It is expressly understood and
agreed that the obligations of the Issuing Lender hereunder to the Lenders are
only those expressly set forth in this Credit Agreement and that the Issuing
Lender shall be entitled to assume that the conditions precedent set forth in
Section 5.2 have been satisfied unless it shall have acquired actual knowledge
that any such condition precedent has not been satisfied; provided, however,
that nothing set forth in this Section 2.2 shall be deemed to prejudice the
right of any Lender to recover from the Issuing Lender any amounts made
available by such Lender to the Issuing Lender pursuant to this Section 2.2 in
the event that it is determined by a court of competent jurisdiction that the
payment with respect to a Letter of Credit constituted gross negligence or
willful misconduct on the part of the Issuing Lender.

         (k) Conflict with LOC Documents. In the event of any conflict between
this Credit Agreement and any LOC Document (including any letter of credit
application), this Credit Agreement shall control.

         2.3      TRANCHE A TERM LOANS.

         (a) Tranche A Term Loans. Subject to the terms and conditions set forth
herein (including specifically without limitation the satisfaction of each of
the conditions contained in Section 5 hereof), each Lender severally agrees, on
the Closing Date, to make a term loan (collectively, the "Tranche A Term Loans")
to the Borrower, in Dollars, in an amount equal to such Lender's Tranche A Term
Loan Commitment Percentage, if any, of the Tranche A Term Loan Committed Amount;
provided that the aggregate amount of such Tranche A Term Loans made on the
Closing Date shall not exceed the Aggregate Tranche A Term Loan Committed
Amount. No Tranche A Term Loans shall be made after the Closing Date. Once
repaid, Tranche A Term Loans cannot be reborrowed.

                                       32
<PAGE>   38

         (b) Funding of Tranche A Term Loans. On the Closing Date, each
applicable Lender will make its Tranche A Term Loan Committed Amount available
to the Agent by deposit, in Dollars and in immediately available funds, at the
offices of the Agent at its principal office in Charlotte, North Carolina or at
such other address as the Agent may designate in writing. The amount of the
Tranche A Term Loans will then be made available to the Borrower by the Agent by
crediting the account of the Borrower on the books of such office of the Agent,
to the extent the amount of such Tranche A Term Loans is made available to the
Agent. The Tranche A Term Loans shall initially bear interest at the Base Rate
plus the Applicable Percentage.

         No Lender shall be responsible for the failure or delay by any other
Lender in its obligation to make a Tranche A Term Loan hereunder; provided,
however, that the failure of any Lender to fulfill its obligations hereunder
shall not relieve any other Lender of its obligations hereunder. If the Agent
shall have received an executed signature page to this Credit Agreement (whether
an original or via telecopy) from a Lender, the Agent may assume that such
Lender has or will make its Tranche A Term Loan Committed Amount available to
the Agent on the Closing Date, and the Agent in reliance upon such assumption,
may (in its sole discretion but without any obligation to do so) make available
to the Borrower a corresponding amount. If such corresponding amount is not in
fact made available to the Agent, the Agent shall be able to recover such
corresponding amount from such Lender. If such Lender shall fail to pay such
corresponding amount forthwith upon the Agent's demand therefor, the Agent will
promptly notify the Borrower, and the Borrower shall immediately pay such
corresponding amount to the Agent. The Agent shall also be entitled to recover
from the Lender or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Agent to the Borrower to the date such
corresponding amount is recovered by the Agent at a per annum rate equal to (i)
from the Borrower at the applicable rate for such Tranche A Term Loan and (ii)
from a Lender at the Federal Funds Rate.

         (c) Amortization. The principal amount of the Tranche A Term Loans
shall be repaid in quarterly installments on the dates set forth below:

                                                        Tranche A
                  Principal Amortization           Term Loan Principal
                      Payment Dates                Amortization Payment
                      -------------                --------------------
                  January 30, 1999                    $   800,000
                  May 1, 1999                         $   800,000
                  July 31, 1999                       $   900,000
                  October 30, 1999                    $ 1,250,000
                  January 29, 2000                    $ 1,250,000
                  April 29, 2000                      $ 1,250,000
                  July 29, 2000                       $ 1,250,000
                  October 28, 2000                    $ 1,625,000
                  January 27, 2001                    $ 1,625,000
                  April 28, 2001                      $ 1,625,000
                  July 28, 2001                       $ 1,625,000
                  October 27, 2001                    $ 2,500,000

                                       33
<PAGE>   39


                  February 2, 2002                    $ 2,500,000
                  May 4, 2002                         $ 2,500,000
                  August 3, 2002                      $ 2,500,000
                  November 2, 2002                    $ 2,750,000
                  February 1, 2003                    $ 2,750,000
                  May 3, 2003                         $ 2,750,000
                  August 2, 2003                      $ 2,750,000
                  TOTAL                               $35,000,000


         (d) Interest.  Subject to the provisions of Section 3.1,

                  (i) Base Rate Loans. During such periods as Tranche A Term
         Loans shall be comprised in whole or in part of Base Rate Loans, such
         Base Rate Loans shall bear interest at a per annum rate equal to the
         Base Rate plus the Applicable Percentage; and

                  (ii) Eurodollar Loans. During such periods as Tranche A Term
         Loans shall be comprised in whole or in part of Eurodollar Loans, such
         Eurodollar Loans shall bear interest at a per annum rate equal to the
         Eurodollar Rate plus the Applicable Percentage.

         Interest on Tranche A Term Loans shall be payable in arrears on each
         applicable Interest Payment Date (or at such other times as may be
         specified herein).

         (e) Tranche A Term Notes. The Tranche A Term Loans shall be evidenced
by a duly executed Tranche A Term Note in favor of each Lender.

         2.4      TRANCHE B TERM LOANS.

         (a) Tranche B Term Loans. Subject to the terms and conditions set forth
herein (including specifically without limitation the satisfaction of each of
the conditions contained in Section 5 hereof), each Lender severally agrees, on
the Closing Date, to make a term loan (collectively, the "Tranche B Term Loans")
to the Borrower, in Dollars, in an amount equal to such Lender's Tranche B Term
Loan Commitment Percentage, if any, of the Tranche B Term Loan Committed Amount;
provided that the aggregate amount of such Tranche B Term Loans made on the
Closing Date shall not exceed the Aggregate Tranche B Term Loan Committed
Amount. No Tranche B Term Loans shall be made after the Closing Date. Once
repaid, Tranche B Term Loans cannot be reborrowed.

         (b) Funding of Tranche B Term Loans. On the Closing Date, each
applicable Lender will make its Tranche B Term Loan Committed Amount available
to the Agent by deposit, in Dollars and in immediately available funds, at the
offices of the Agent at its principal office in Charlotte, North Carolina or at
such other address as the Agent may designate in writing. The amount of the
Tranche B Term Loans will then be made available to the Borrower by the Agent by
crediting the account of the Borrower on the books of such office of the Agent,
to the extent the

                                       34
<PAGE>   40

amount of such Tranche B Term Loans is made available to the Agent. The Tranche
B Term Loans shall initially bear interest at the Base Rate plus the Applicable
Percentage.

         No Lender shall be responsible for the failure or delay by any other
Lender in its obligation to make a Tranche B Term Loan hereunder; provided,
however, that the failure of any Lender to fulfill its obligations hereunder
shall not relieve any other Lender of its obligations hereunder. If the Agent
shall have received an executed signature page to this Credit Agreement (whether
an original or via telecopy) from a Lender, the Agent may assume that such
Lender has or will make its Tranche B Term Loan Committed Amount available to
the Agent on the Closing Date, and the Agent in reliance upon such assumption,
may (in its sole discretion but without any obligation to do so) make available
to the Borrower a corresponding amount. If such corresponding amount is not in
fact made available to the Agent, the Agent shall be able to recover such
corresponding amount from such Lender. If such Lender shall fail to pay such
corresponding amount forthwith upon the Agent's demand therefor, the Agent will
promptly notify the Borrower, and the Borrower shall immediately pay such
corresponding amount to the Agent. The Agent shall also be entitled to recover
from the Lender or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Agent to the Borrower to the date such
corresponding amount is recovered by the Agent at a per annum rate equal to (i)
from the Borrower at the applicable rate for such Tranche B Term Loan and (ii)
from a Lender at the Federal Funds Rate.

         (c) Amortization. The principal amount of the Tranche B Term Loans
shall be repaid in quarterly installments on the dates set forth below:

                                                          Tranche B
                  Principal Amortization             Term Loan Principal
                      Payment Dates                  Amortization Payment
                      -------------                  --------------------
                  January 30, 1999                        $333,333.33
                  May 1, 1999                             $333,333.33
                  July 31, 1999                           $333,333.34
                  October 30, 1999                        $250,000.00
                  January 29, 2000                        $250,000.00
                  April 29, 2000                          $250,000.00
                  July 29, 2000                           $250,000.00
                  October 28, 2000                        $250,000.00
                  January 27, 2001                        $250,000.00
                  April 28, 2001                          $250,000.00
                  July 28, 2001                           $250,000.00
                  October 27, 2001                        $250,000.00
                  February 2, 2002                        $250,000.00
                  May 4, 2002                             $250,000.00
                  August 3, 2002                          $250,000.00
                  November 2, 2002                        $250,000.00
                  February 1, 2003                        $250,000.00
                  May 3, 2003                             $250,000.00

                                       35
<PAGE>   41


                  August 2, 2003                          $   250,000.00
                  November 1, 2003                        $10,625,000.00
                  January 31, 2004                        $10,625,000.00
                  May 1, 2004                             $10,625,000.00
                  July 31, 2004                           $10,625,000.00
                  October 30, 2004                        $10,625,000.00
                  January 29, 2005                        $10,625,000.00
                  April 30, 2005                          $10,625,000.00
                  July 30, 2005                           $10,625,000.00
                  TOTAL                                   $90,000,000.00

         (d) Interest.  Subject to the provisions of Section 3.1,

                  (i) Base Rate Loans. During such periods as Tranche B Term
         Loans shall be comprised in whole or in part of Base Rate Loans, such
         Base Rate Loans shall bear interest at a per annum rate equal to the
         Base Rate plus the Applicable Percentage; and

                  (ii) Eurodollar Loans. During such periods as Tranche B Term
         Loans shall be comprised in whole or in part of Eurodollar Loans, such
         Eurodollar Loans shall bear interest at a per annum rate equal to the
         Eurodollar Rate plus the Applicable Percentage.

         Interest on Tranche B Term Loans shall be payable in arrears on each
         applicable Interest Payment Date (or at such other times as may be
         specified herein).

         (e) Tranche B Term Notes. The Tranche B Term Loans shall be evidenced
by a duly executed Tranche B Term Note in favor of each Lender.



                                    SECTION 3
                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

         3.1      DEFAULT RATE.

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

         3.2      EXTENSION AND CONVERSION.

         Subject to the terms of Section 5.2, the Borrower shall have the
option, on any Business Day, to extend existing Loans into a subsequent
permissible Interest Period or to convert Loans into Loans of another interest
rate type; provided, however, that (i) except as provided in Section 3.8,

                                       36
<PAGE>   42


Eurodollar Loans may be extended, and Eurodollar Loans may be converted into
Base Rate Loans only on the last day of the Interest Period applicable thereto,
(ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into
Eurodollar Loans, only if the conditions precedent set forth in Section 5.2 are
satisfied on the date of extension or conversion, (iii) Loans extended as, or
converted into, Eurodollar Loans shall be subject to the terms of the definition
of "Interest Period" set forth in Section 1.1 and with respect to Revolving
Loans, shall be in a minimum aggregate principal amount of $1,000,000 and
integral multiples of $100,000 in excess thereof, and (iv) any request for
extension or conversion of a Eurodollar Loan which shall fail to specify an
Interest Period shall be deemed to be a request for an Interest Period of one
month. Each such extension or conversion shall be effected by the Borrower by
giving a Notice of Extension/Conversion (or telephone notice promptly confirmed
in writing) to the Agent prior to 11:00 A.M. (Charlotte, North Carolina time) on
the Business Day of, in the case of the conversion of a Eurodollar Loan into a
Base Rate Loan, and on the third Business Day prior to, in the case of the
extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a
Eurodollar Loan, the date of the proposed extension or conversion, specifying
the date of the proposed extension or conversion, the Loans to be so extended or
converted, the types of Loans into which such Loans are to be converted and, if
appropriate, the applicable Interest Periods with respect thereto. Each request
for extension or conversion shall be irrevocable and shall constitute a
representation and warranty by the Borrower of the matters specified in
subsections (a) through (d) of Section 5.2. In the event the Borrower fails to
request extension or conversion of any Eurodollar Loan in accordance with this
Section, or any such conversion or extension is not permitted or required by
this Section, then such Eurodollar Loan shall be automatically converted into a
Base Rate Loan at the end of the Interest Period applicable thereto. The Agent
shall give each Lender notice as promptly as practicable of any such proposed
extension or conversion affecting any Loan. The Borrower will be limited to a
maximum number of eight (8) Eurodollar Loans outstanding at any time. For
purposes hereof, Eurodollar Loans with separate or different Interest Periods
will be considered as separate Eurodollar Loans even if their Interest Periods
expire on the same date.

         3.3      PREPAYMENTS.

         (a) Voluntary Prepayments. The Loans may be repaid in whole or in part
without premium or penalty; provided that (i) Eurodollar Loans may be prepaid
only upon three (3) Business Days' prior written notice to the Agent and must be
accompanied by payment of any amounts owing under Section 3.11, (ii) partial
prepayments shall be minimum principal amounts of $1,000,000, in the case of
Eurodollar Loans, $1,000,000, in the case of Base Rate Loans and in integral
multiples of $500,000 in excess thereof. Subject to the foregoing terms,
prepayments with respect to the Tranche A Term Loans and the Tranche B Term
Loans pursuant to this Section 3.3(a) shall be applied as follows: (I) the first
$15 million of proceeds prepaid during the term of this Credit Agreement
pursuant to the terms of this Section 3.3(a) and Section 3.3(c) shall be applied
among the outstanding Tranche A Term Loans and the Tranche B Term Loans (and
among the remaining principal installments due thereunder) as the Borrower may
elect; provided that if the Borrower fails to specify the manner of prepayment
of any portion of the first $15 million of proceeds such prepayment shall be
applied pro rata among the outstanding Tranche A Term Loans and Tranche B Term
Loans (which amount shall then be applied pro rata with respect to each
remaining installment of principal), (II) following the

                                       37
<PAGE>   43

prepayment of the first $15 million of Term Loans, prepayments with respect to
the Term Loans pursuant to this Section 3.3(a) shall be applied pro rata among
the outstanding Tranche A Term Loans and Tranche B Term Loans (which amounts
shall then be applied pro rata to the principal payments on the Tranche A Term
Loans and Tranche B Term Loans due within the first twelve months following
repayment of $15 million of Term Loans pursuant to clause (I) above), and (III)
following the prepayments required pursuant to clause (II) above, prepayments
with respect to the Term Loans pursuant to this Section 3.3(a) shall be applied
pro rata among the outstanding Tranche A Term Loans and Tranche B Term Loans
(which amounts shall be applied pro rata with respect to each remaining
installment of principal). One or more holders of the Tranche B Term Loans may
decline to accept a voluntary prepayment under this Section 3.3(a) (to the
extent there is sufficient Tranche A Term Loans outstanding to be paid with such
prepayment in which case any voluntary prepayments declined by the holders of
the Tranche B Term Loans shall be allocated pro rata among the Tranche A Term
Loans and the Tranche B Term Loans held by Lenders accepting such prepayment).
Within the parameters of the applications set forth above, prepayments shall be
applied first to Base Rate Loans and then Eurodollar Loans in direct order of
Interest Period maturities. All prepayments under this Section 3.3(a) shall be
subject to Section 3.11, but otherwise without premium or penalty, and be
accompanied by interest on the principal amount prepaid through the date of
prepayment.

         (b) Mandatory Prepayments. The Borrower will make the following
prepayments (in accordance with and to be applied as set forth in paragraph (c)
below).

                  (i) Commitment Limitations. If at any time, (A) the sum of the
         aggregate principal amount of outstanding Revolving Loans plus LOC
         Obligations outstanding shall exceed the Aggregate Revolving Committed
         Amount or (B) the aggregate amount of LOC Obligations outstanding shall
         exceed the LOC Committed Amount, the Borrower shall immediately make
         payment on the Revolving Loans and (after all Revolving Loans have been
         repaid) to a cash collateral account in respect of the LOC Obligations,
         in an amount sufficient to eliminate the deficiency. In addition, the
         Borrower agrees to prepay any Revolving Loans outstanding on December
         15 of any year and no Revolving Loans shall be outstanding during the
         period from December 15 through January 15.

                  (ii) Asset Dispositions. The Borrower will make prepayment on
         the Loans in an amount equal to one hundred percent (100%) of the Net
         Proceeds received from any Asset Disposition.

                  (iii) Equity Transactions. The Borrower will make prepayment
         on the Loans in an amount equal to fifty percent (50%) of the Net
         Proceeds received from any Equity Transaction (it being agreed that any
         such payments required in connection with the issuance of stock under
         stock incentive, stock option or other similar plans shall be made
         quarterly within sixty days following the end of each quarter).

                  (iv) Debt Issuances. The Borrower shall make a prepayment on
         the Loans in an aggregate amount equal to one hundred percent (100%) of
         the Net Proceeds of any Debt Issuance to the Lenders.

                                       38
<PAGE>   44

                  (v) Excess Cash Flow. Within 10 days after the date the
         audited financial statements are required to be delivered pursuant to
         Section 7.1(a), the Borrower shall make a prepayment on the Loans in an
         amount equal to (A) (I) 75% of Consolidated Excess Cash Flow for the
         fiscal year most recently ended if as of such fiscal year end the
         current Consolidated Leverage Ratio is greater than or equal to 4.0 to
         1.0 or (II) 50% of Consolidated Excess Cash Flow for the fiscal year
         most recently ended if as of such fiscal year end the current
         Consolidated Leverage Ratio is less than 4.0 to 1.0 less (B) any
         voluntary prepayments (other than voluntary prepayments of loans
         outstanding under revolving lines of credit, including Revolving Loans
         hereunder, unless there is a corresponding permanent reduction in the
         commitments relating thereto) on Funded Debt made during such fiscal
         year.

         (c) Application of Prepayments. All amounts required to be paid
pursuant to Section 3.3(b)(i) shall be applied first to Revolving Loans and
second to a cash collateral account in respect of LOC Obligations. All amounts
required to be prepaid pursuant to Section 3.3(b)(ii), (iii) and (iv) above
shall be paid promptly upon receipt of the amounts to be prepaid. All amounts
required to be prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) and (v) above
shall be applied as follows: (I) the first $15 million of proceeds prepaid
during the term of this Credit Agreement pursuant to the terms of Section 3.3(a)
and this Section 3.3(c) shall be applied among the outstanding Tranche A Term
Loans and Tranche B Term Loans (and among the remaining principal installments
due thereunder) as the Borrower may elect; provided that if the Borrower fails
to specify the manner of prepayment of any portion of the first $15 million of
proceeds such prepayment shall be applied pro rata among the outstanding Tranche
A Term Loans and Tranche B Term Loans (which amounts shall then be applied pro
rata with respect to each remaining installment of principal), (II) following
the prepayment of the first $15 million of Term Loans, prepayments with respect
to the Term Loans pursuant to this Section 3.3(c) and Section 3.3(a) shall be
applied pro rata among the outstanding Tranche A Term Loans and Tranche B Term
Loans (which amounts shall then be applied pro rata to the principal payments on
the Tranche A Term Loans and Tranche B Term Loans due within the first twelve
months following repayment of $15 million of Term Loans pursuant to clause (I)
above, and (III) following the prepayments required pursuant to clause (II)
above, prepayments with respect to the Term Loans shall be applied among the
outstanding Tranche A Term Loans and Tranche B Term Loans (which amounts shall
be applied pro rata with respect to each remaining installment of principal).
One or more holders of the Tranche B Term Loans may decline to accept a
mandatory prepayment under Sections 3.3(b)(ii), (iii), (iv), or (v) with respect
to the Tranche B Term Loans (to the extent there is sufficient Tranche A Term
Loans outstanding to be paid with such prepayment in which case such declined
prepayments shall be allocated pro rata among the Tranche A Term Loans and among
the Tranche B Term Loans held by Lenders accepting such prepayments). In the
event the Tranche A Term Loans and Tranche B Term Loans have been repaid in
full, no further amounts shall be required to be prepaid pursuant to Section
3.3(b)(ii), (iii), (iv) or (v) hereof. Within the parameters of the application
set forth above, prepayments shall be applied first to Base Rate Loans and then
to Eurodollar Loans in direct order of Interest Period maturities. All
prepayments hereunder shall be subject to Section 3.11.

                                       39
<PAGE>   45

         3.4      TERMINATION AND REDUCTION OF COMMITMENTS

         (a) Voluntary Reductions. The Revolving Commitments may be terminated
or permanently reduced in whole or in part upon three (3) Business Days' prior
written notice to the Agent, provided that (i) after giving effect to any
voluntary reduction the aggregate amount of Revolving Loans and the LOC
Obligations outstanding shall not exceed the Aggregate Revolving Committed
Amount, as reduced, and (ii) partial reductions shall be in a minimum principal
amount of $1,000,000, and in integral multiples of $500,000 in excess thereof.

         (b) Mandatory Reduction. The Revolving Commitments hereunder shall
terminate on the Termination Date.

         3.5      FEES.

         (a) Commitment Fee. In consideration of the Revolving Commitments
hereunder, the Borrower agrees to pay to the Agent for the ratable benefit of
the Lenders a commitment fee (the "Commitment Fee") equal to 0.50% per annum on
the average daily unused amount of the Revolving Committed Amount for the
applicable period. The Commitment Fee shall be payable quarterly in arrears on
the 15th day following the last day of each calendar quarter for the immediately
preceding quarter (or portion thereof) beginning with the first such date to
occur after the Closing Date and on the Termination Date.

         (b) Letter of Credit Fees.

                  (i) Letter of Credit Fee. In consideration of the LOC
         Commitment hereunder, the Borrower agrees to pay to the Agent for the
         ratable benefit of the Lenders a fee (the "Letter of Credit Fee") on
         the average daily maximum amount available to be drawn under Letters of
         Credit computed at a per annum rate from the date of issuance to the
         date of expiration equal to the Applicable Percentage then in effect.
         The Letter of Credit Fee shall be payable quarterly in arrears on the
         15th day following the last day of each calendar quarter for the
         immediately preceding quarter (or portion thereof) beginning with the
         first such date to occur after the Closing Date and on the applicable
         date of expiration of each Letter of Credit.

                  (ii) Issuing Lender Fee. In addition to the Letter of Credit
         Fee, the Borrower agrees to pay to the Issuing Lender for its own
         account without sharing by the other Lenders upon the issuance of any
         Letter of Credit hereunder a fee equal to one-quarter of one percent
         (.25%) of the face amount of such Letter of Credit and customary
         charges of the Issuing Lender with respect to the issuance, amendment,
         transfer, administration, cancellation and conversion of, and drawings
         under, such Letters of Credit (collectively, the "Issuing Lender
         Fees").

         (c) Administrative Fees. The Borrower agrees to pay to the Agent, for
its own account, an annual administrative fee and such other fees, if any,
referred to in the Agent's Fee Letter (collectively, the "Agent Fees").

                                       40
<PAGE>   46

         3.6      CAPITAL ADEQUACY.

         If any Lender has determined, after the date hereof, that the adoption
or the becoming effective of, or any change in, or any change by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or administration
of, any applicable law, rule or regulation regarding capital adequacy, or
compliance by such Lender with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Lender's capital or assets as a consequence of its commitments or
obligations hereunder to a level below that which such Lender could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy), then,
upon notice from such Lender to the Borrower, the Borrower shall be obligated to
pay within thirty days of demand therefor to such Lender such additional amount
or amounts as will compensate such Lender for such reduction. The Lender shall
provide the Borrower notice of any such claim within ninety days of the
occurrence of any event constituting the basis for such claim. Each
determination by any such Lender of amounts owing under this Section shall,
absent manifest error, be conclusive and binding on the parties hereto.

         3.7      INABILITY TO DETERMINE INTEREST RATE.

         If prior to the first day of any Interest Period, the Agent shall have
determined (which determination shall be conclusive and binding upon the
Borrower) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Eurodollar Rate
for such Interest Period, the Agent shall give telecopy or telephonic notice
thereof to the Borrower and the Lenders as soon as practicable thereafter. If
such notice is given (a) any Eurodollar Loans requested to be made on the first
day of such Interest Period shall be made as Base Rate Loans and (b) any Loans
that were to have been converted on the first day of such Interest Period to or
continued as Eurodollar Loans shall be converted to or continued as Base Rate
Loans. Until such notice has been withdrawn by the Agent (which notice shall be
withdrawn whenever such circumstances no longer exist), no further Eurodollar
Loans shall be made or continued as such, nor shall the Borrower have the right
to convert Base Rate Loans to Eurodollar Loans.

         3.8      ILLEGALITY.

         Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
occurring after the Closing Date shall make it unlawful for any Lender to make
or maintain Eurodollar Loans as contemplated by this Credit Agreement, (a) such
Lender shall promptly give written notice of such circumstances to the Borrower
and the Agent (which notice shall be withdrawn whenever such circumstances no
longer exist), (b) the commitment of such Lender hereunder to make Eurodollar
Loans, continue Eurodollar Loans as such and convert a Base Rate Loan to
Eurodollar Loans shall forthwith be canceled and, until such time as it shall no
longer be unlawful for such Lender to make or maintain

                                       41
<PAGE>   47

Eurodollar Loans, such Lender shall then have a commitment only to make a Base
Rate Loan when a Eurodollar Loan is requested and (c) such Lender's Loans then
outstanding as Eurodollar Loans, if any, shall be converted automatically to
Base Rate Loans on the respective last days of the then current Interest Periods
with respect to such Loans or within such earlier period as required by law. If
any such conversion of a Eurodollar Loan occurs on a day which is not the last
day of the then current Interest Period with respect thereto, the Borrower shall
pay to such Lender such amounts, if any, as may be required pursuant to Section
3.11.

         3.9      REQUIREMENTS OF LAW.

         If, after the date hereof, the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof applicable to
any Lender, or compliance by any Lender with any request or directive (whether
or not having the force of law) from any central bank or other Governmental
Authority, in each case made subsequent to the Closing Date (or, if later, the
date on which such Lender becomes a Lender):

                  (a) shall subject such Lender to any tax of any kind
         whatsoever with respect to any Letter of Credit, any Eurodollar Loans
         made by it or its obligation to make Eurodollar Loans, or change the
         basis of taxation of payments to such Lender in respect thereof (except
         for (i) Non-Excluded Taxes covered by Section 3.10 (including
         Non-Excluded Taxes imposed solely by reason of any failure of such
         Lender to comply with its obligations under Section 3.10(b)) and (ii)
         changes in taxes measured by or imposed upon the overall net income, or
         franchise tax (imposed in lieu of such net income tax), of such Lender
         or its applicable lending office, branch, or any affiliate thereof));

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

                  (c) shall impose on such Lender any other condition (excluding
         any tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, upon notice to the Borrower from such Lender,
through the Agent, in accordance herewith, the Borrower shall be obligated to
pay within 30 days of demand therefor to such Lender, any additional amounts
necessary to compensate such Lender for such increased cost or reduced amount
receivable, provided that, in any such case, the Borrower may elect to convert
the Eurodollar Loans made by such Lender hereunder to Base Rate Loans by giving
the Agent at least one Business Day's notice of such election, in which case the
Borrower shall promptly pay to such Lender, upon demand, without duplication,
such amounts, if any, as may be required pursuant to Section 3.11. The Lender
shall provide the Borrower notice of any such

                                       42
<PAGE>   48

claim within ninety days of the occurrence of any event constituting the basis
for such claim. If any Lender becomes entitled to claim any additional amounts
pursuant to this subsection, it shall provide prompt notice thereof to the
Borrower, through the Agent, certifying (x) that one of the events described in
this paragraph has occurred and describing in reasonable detail the nature of
such event, (y) as to the increased cost or reduced amount resulting from such
event and (z) as to the additional amount demanded by such Lender and a
reasonably detailed explanation of the calculation thereof. Such a certificate
as to any additional amounts payable pursuant to this subsection submitted by
such Lender, through the Agent, to the Borrower shall be conclusive and binding
on the parties hereto in the absence of manifest error. This covenant shall
survive the termination of this Credit Agreement and the payment of the Loans
and all other amounts payable hereunder.

         3.10     TAXES.

         (a) Except as provided below in this subsection, all payments made by
the Borrower under this Credit Agreement and any Notes shall be made free and
clear of, and without deduction or withholding for or on account of, any present
or future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any court, or governmental body, agency or other
official, excluding taxes measured by or imposed upon the overall net income of
any Lender or its applicable lending office, or any branch or affiliate thereof,
and all franchise taxes, branch taxes, taxes on doing business or taxes on the
overall capital or net worth of any Lender or its applicable lending office, or
any branch or affiliate thereof imposed: (i) by the jurisdiction under the laws
of which such Lender, applicable lending office, branch or affiliate is
organized or is located, or in which its principal executive office is located,
or any nation within which such jurisdiction is located or any political
subdivision thereof; or (ii) by reason of any connection between the
jurisdiction imposing such tax and such Lender, applicable lending office,
branch or affiliate other than a connection arising solely from such Lender
having executed, delivered or performed its obligations, or received payment
under or enforced, this Credit Agreement or any Notes. If any such non-excluded
taxes, levies, imposts, duties, charges, fees, deductions or withholdings
("Non-Excluded Taxes") are required to be withheld from any amounts payable to
the Agent or any Lender hereunder or under any Notes, (A) the amounts so payable
to the Agent or such Lender shall be increased to the extent necessary to yield
to the Agent or such Lender (after payment of all Non-Excluded Taxes) interest
or any such other amounts payable hereunder at the rates or in the amounts
specified in this Credit Agreement and any Notes, provided, however, that the
Borrower shall be entitled to deduct and withhold any Non-Excluded Taxes and
shall not be required to increase any such amounts payable to any Lender that is
not organized under the laws of the United States of America or a state thereof
if such Lender fails to comply with the requirements of paragraph (b) of this
subsection whenever any Non-Excluded Taxes are payable by the Borrower, and (B)
as promptly as possible thereafter the Borrower shall send to the Agent for its
own account or for the account of such Lender, as the case may be, a certified
copy of an original official receipt received by the Borrower showing payment
thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to the Agent the required
receipts or other required documentary evidence, the Borrower shall indemnify
the Agent and the Lenders for any incremental taxes, interest or penalties that
may become payable by the Agent or

                                       43
<PAGE>   49

any Lender as a result of any such failure. The agreements in this subsection
shall survive the termination of this Credit Agreement and the payment of the
Loans and all other amounts payable hereunder.

         (b) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof shall:

                  (X)(i) on or before the date of any payment by the Borrower
         under this Credit Agreement or Notes to such Lender, deliver to the
         Borrower and the Agent (A) two (2) duly completed copies of United
         States Internal Revenue Service Form 1001 or 4224, or successor
         applicable form, as the case may be, certifying that it is entitled to
         receive payments under this Credit Agreement and any Notes without
         deduction or withholding of any United States federal income taxes and
         (B) an Internal Revenue Service Form W-8 or W-9, or successor
         applicable form, as the case may be, certifying that it is entitled to
         an exemption from United States backup withholding tax;

                  (ii) deliver to the Borrower and the Agent two (2) further
         copies of any such form or certification on or before the date that any
         such form or certification expires or becomes obsolete and after the
         occurrence of any event requiring a change in the most recent form
         previously delivered by it to the Borrower; and

                  (iii) obtain such extensions of time for filing and complete
         such forms or certifications as may reasonably be requested by the
         Borrower or the Agent; or

                  (Y) in the case of any such Lender that is not a "bank" within
         the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (i)
         represent to the Borrower (for the benefit of the Borrower and the
         Agent) that it is not a bank within the meaning of Section 881(c)(3)(A)
         of the Internal Revenue Code, (ii) agree to furnish to the Borrower on
         or before the date of any payment by the Borrower, with a copy to the
         Agent two (2) accurate and complete original signed copies of Internal
         Revenue Service Form W-8, or successor applicable form certifying to
         such Lender's legal entitlement at the date of such certificate to an
         exemption from U.S. withholding tax under the provisions of Section
         881(c) of the Internal Revenue Code with respect to payments to be made
         under this Credit Agreement and any Notes (and to deliver to the
         Borrower and the Agent two (2) further copies of such form on or before
         the date it expires or becomes obsolete and after the occurrence of any
         event requiring a change in the most recently provided form and, if
         necessary, obtain any extensions of time reasonably requested by the
         Borrower or the Agent for filing and completing such forms), and (iii)
         agree, to the extent legally entitled to do so, upon reasonable request
         by the Borrower, to provide to the Borrower (for the benefit of the
         Borrower and the Agent) such other forms as may be reasonably required
         in order to establish the legal entitlement of such Lender to an
         exemption from withholding with respect to payments under this Credit
         Agreement and any Notes;

unless in any such case any change in treaty, law or regulation has occurred
after the date such Person becomes a Lender hereunder which renders all such
forms inapplicable or which would

                                       44
<PAGE>   50

prevent such Lender from duly completing and delivering any such form with
respect to it and such Lender so advises the Borrower and the Agent. Each Person
that shall become a Lender or a participant of a Lender pursuant to subsection
11.3 shall, upon the effectiveness of the related transfer, be required to
provide all of the forms, certifications and statements required pursuant to
this subsection, provided that in the case of a participant of a Lender the
obligations of such participant of a Lender pursuant to this subsection (b)
shall be determined as if the participant of a Lender were a Lender except that
such participant of a Lender shall furnish all such required forms,
certifications and statements to the Lender from which the related participation
shall have been purchased.

         3.11     INDEMNITY.

         The Borrower promises to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur (other
than through such Lender's gross negligence or willful misconduct) as a
consequence of (a) default by the Borrower in making a borrowing of, conversion
into or continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Credit Agreement,
(b) default by the Borrower in making any prepayment of a Eurodollar Loan after
the Borrower has given a notice thereof in accordance with the provisions of
this Credit Agreement or (c) the making of a prepayment of Eurodollar Loans on a
day which is not the last day of an Interest Period with respect thereto. With
respect to Eurodollar Loans, such indemnification may include an amount equal to
the excess, if any, of (i) the amount of interest which would have accrued on
the amount so prepaid, or not so borrowed, converted or continued, for the
period from the date of such prepayment or of such failure to borrow, convert or
continue to the last day of the applicable Interest Period (or, in the case of a
failure to borrow, convert or continue, the Interest Period that would have
commenced on the date of such failure) in each case at the applicable rate of
interest for such Eurodollar Loans provided for herein (excluding, however, the
Applicable Percentage included therein, if any) over (ii) the amount of interest
(as reasonably determined by such Lender) which would have accrued to such
Lender on such amount by placing such amount on deposit for a comparable period
with leading banks in the interbank Eurodollar market. The covenants of the
Borrower set forth in this Section 3.11 shall survive the termination of this
Credit Agreement and the payment of the Loans and all other amounts payable
hereunder.

         3.12     PRO RATA TREATMENT.

         Except to the extent otherwise provided herein:

         (a) Loans. Each Loan, each payment or prepayment of principal of any
Loan or reimbursement obligations arising from drawings under Letters of Credit,
each payment of interest on the Loans or reimbursement obligations arising from
drawings under Letters of Credit, each payment of Commitment Fees, each payment
of the Letter of Credit Fee, each reduction of the Revolving Committed Amount
and each conversion or extension of any Loan, shall be allocated pro rata among
the Lenders in accordance with the respective principal amounts of their
outstanding Loans and Participation Interests.

                                       45
<PAGE>   51

         (b) Advances. No Lender shall be responsible for the failure or delay
by any other Lender in its obligation to make its ratable share of a borrowing
hereunder; provided, however, that the failure of any Lender to fulfill its
obligations hereunder shall not relieve any other Lender of its obligations
hereunder. Unless the Agent shall have been notified by any Lender prior to the
date of any requested borrowing that such Lender does not intend to make
available to the Agent its ratable share of such borrowing to be made on such
date, the Agent may assume that such Lender has made such amount available to
the Agent on the date of such borrowing, and the Agent in reliance upon such
assumption, may (in its sole discretion but without any obligation to do so)
make available to the Borrower a corresponding amount. If such corresponding
amount is not in fact made available to the Agent, the Agent shall be able to
recover such corresponding amount from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Agent's demand therefor, the Agent
will promptly notify the Borrower, and the Borrower shall immediately pay such
corresponding amount to the Agent. The Agent shall also be entitled to recover
from the Lender or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Agent to the Borrower to the date such
corresponding amount is recovered by the Agent at a per annum rate equal to (i)
from the Borrower at the applicable rate for the applicable borrowing pursuant
to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Rate.

         3.13     SHARING OF PAYMENTS.

         The Lenders agree among themselves that, in the event that any Lender
shall obtain payment in respect of any Loan, LOC Obligations or any other
obligation owing to such Lender under this Credit Agreement through the exercise
of a right of setoff, banker's lien or counterclaim, or pursuant to a secured
claim under Section 506 of Title 11 of the United States Code or other security
or interest arising from, or in lieu of, such secured claim, received by such
Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, in excess of its pro rata share of such
payment as provided for in this Credit Agreement, such Lender shall promptly
purchase from the other Lenders a participation in such Loans, LOC Obligations
and other obligations in such amounts, and make such other adjustments from time
to time, as shall be equitable to the end that all Lenders share such payment in
accordance with their respective ratable shares as provided for in this Credit
Agreement. The Lenders further agree among themselves that if payment to a
Lender obtained by such Lender through the exercise of a right of setoff,
banker's lien, counterclaim or other event as aforesaid shall be rescinded or
must otherwise be restored, each Lender which shall have shared the benefit of
such payment shall, by repurchase of a participation theretofore sold, return
its share of that benefit (together with its share of any accrued interest
payable with respect thereto) to each Lender whose payment shall have been
rescinded or otherwise restored. The Borrower agrees that any Lender so
purchasing such a participation may, to the fullest extent permitted by law,
exercise all rights of payment, including setoff, banker's lien or counterclaim,
with respect to such participation as fully as if such Lender were a holder of
such Loan, LOC Obligations or other obligation in the amount of such
participation. Except as otherwise expressly provided in this Credit Agreement,
if any Lender or the Agent shall fail to remit to the Agent or any other Lender
an amount payable by such Lender or the Agent to the Agent or such other Lender
pursuant to this Credit Agreement on the date when such amount is due, such
payments shall be made together with interest thereon for each date from the
date such

                                       46
<PAGE>   52

amount is due until the date such amount is paid to the Agent or such other
Lender at a rate per annum equal to the Federal Funds Rate. If under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a setoff to which this Section 3.13 applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders under this
Section 3.13 to share in the benefits of any recovery on such secured claim.

         3.14     PAYMENTS, COMPUTATIONS, ETC.

         (a) Except as otherwise specifically provided herein, all payments
hereunder shall be made to the Agent in dollars in immediately available funds,
without offset, deduction, counterclaim or withholding of any kind, at the
Agent's office specified in Section 11.1 not later than 2:00 P.M. (Charlotte,
North Carolina time) on the date when due. Payments received after such time
shall be deemed to have been received on the next succeeding Business Day. The
Agent may (but shall not be obligated to) debit the amount of any such payment
which is not made by such time to any ordinary deposit account of the Borrower
maintained with the Agent (with notice to the Borrower). The Borrower shall, at
the time it makes any payment under this Credit Agreement, specify to the Agent
the Loans, LOC Obligations, Fees, interest or other amounts payable by the
Borrower hereunder to which such payment is to be applied (and in the event that
it fails so to specify, or if such application would be inconsistent with the
terms hereof, the Agent shall distribute such payment to the Lenders in such
manner as the Agent may determine to be appropriate in respect of obligations
owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The
Agent will distribute such payments to such Lenders, if any such payment is
received prior to 2:00 P.M. (Charlotte, North Carolina time) on a Business Day
in like funds as received prior to the end of such Business Day and otherwise
the Agent will distribute such payment to such Lenders on the next succeeding
Business Day. Whenever any payment hereunder shall be stated to be due on a day
which is not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day (subject to accrual of interest and Fees for the period
of such extension), except that (i) in the case of Eurodollar Loans, if the
extension would cause the payment to be made in the next following calendar
month, then such payment shall instead be made on the next preceding Business
Day and (ii) with respect to any payment of principal of either the Tranche A
Term Loans or the Tranche B Term Loans, such payment shall be made on the next
preceding Business Day. Except as expressly provided otherwise herein, all
computations of interest and fees shall be made on the basis of actual number of
days elapsed over a year of 360 days, except with respect to computation of
interest on Base Rate Loans which (unless the Base Rate is determined by
reference to the Federal Funds Rate) shall be calculated based on a year of 365
or 366 days, as appropriate. Interest shall accrue from and include the date of
borrowing, but exclude the date of payment.

         (b) Allocation of Payments After Event of Default. Notwithstanding any
other provisions of this Credit Agreement or any other Credit Document to the
contrary, after (i) the occurrence and during the continuance of an Event of
Default and (ii) the Agent has exercised any of the actions identified in
Section 9.2, all amounts collected or received by the Agent or any Lender on
account of the Credit Party Obligations or any other amounts outstanding under
any of the Credit Documents or in respect of the Collateral shall be paid over
or delivered as follows:

                                       47
<PAGE>   53

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

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

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

                  FOURTH, to the payment of all accrued interest and fees on or
         in respect of the Credit Party Obligations;

                  FIFTH, to the payment of the outstanding principal amount of
         the Credit Party Obligations (including the payment or cash
         collateralization of the outstanding LOC Obligations);

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

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

In carrying out the foregoing, (i) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; and (ii) each of the Lenders shall receive an amount equal
to its pro rata share (based on the proportion that the then outstanding
Obligations owed to such Lender bears to the aggregate then outstanding
Obligations) of amounts available to be applied pursuant to clauses "THIRD",
"FOURTH", "FIFTH" and "SIXTH" above; and (iii) to the extent that any amounts
available for distribution pursuant to clause "FIFTH" above are attributable to
the issued but undrawn amount of outstanding Letters of Credit, such amounts
shall be held by the Agent in a cash collateral account and applied (A) first,
to reimburse the Issuing Lender for any drawings under such Letters of Credit
and (B) then, following the expiration of all Letters of Credit, to all other
obligations of the types described in clauses "FIFTH" and "SIXTH" above in the
manner provided in this Section 3.14(b).

         3.15     EVIDENCE OF DEBT.

         (a) Each Lender shall maintain an account or accounts evidencing each
Loan made by such Lender to the Borrower from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Credit Agreement. Each Lender will

                                       48
<PAGE>   54

make reasonable efforts to maintain the accuracy of its account or accounts and
to promptly update its account or accounts from time to time, as necessary.

         (b) The Agent shall maintain the Register pursuant to Section 11.3(c)
hereof, and a subaccount for each Lender, in which Register and subaccounts
(taken together) shall be recorded (i) the amount, type and Interest Period of
each such Loan hereunder, (ii) the amount of any principal or interest due and
payable or to become due and payable to each Lender hereunder and (iii) the
amount of any sum received by the Agent hereunder from or for the account of the
Borrower and each Lender's share thereof. The Agent will make reasonable efforts
to maintain the accuracy of the Register and subaccounts referred to in the
preceding sentence and to promptly update such Register and subaccounts from
time to time, as necessary.

         (c) The entries made in the accounts, Register and subaccounts
maintained pursuant to subsection (b) of this Section 3.15 (and, if consistent
with the entries of the Agent, subsection (a)) shall be prima facie evidence of
the existence and amounts of the obligations of the Borrower therein recorded;
provided, however, that the failure of any Lender or the Agent to maintain any
such account, such Register or such subaccount, as applicable, or any error
therein, shall not in any manner affect the obligation of the Borrower to repay
the Loans made by such Lender in accordance with the terms hereof.

         3.16     REPLACEMENT OF LENDERS.

         In the event any Lender delivers to the Borrower any notice in
accordance with Section 3.6, 3.8, 3.9 or 3.10 or the Agent notifies the Borrower
that a Lender has not made its ratable share of a Loan borrowing available in
accordance with Section 3.12(b), then the Borrower shall have the right, if no
Default or Event of Default then exists, to replace such Lender (the "Replaced
Lender") with one or more additional banks or financial institutions
(collectively, the "Replacement Lender"), provided, that (a) at the time of any
replacement pursuant to this Section 3.16, the Replacement Lender shall enter
into one or more Assignment and Acceptance agreements pursuant to, and in
accordance with the terms of, Section 11.3(b) (and with all processing and
recordation fees payable pursuant to said Section 11.3(b) to be paid by the
Replacement Lender or, at its option, the Borrower) pursuant to which the
Replacement Lender shall acquire all of the rights and obligations of the
Replaced Lender hereunder and, in connection therewith, shall pay to the
Replaced Lender in respect thereof an amount equal to the sum of (i) the
principal of, and all accrued interest on, all outstanding Loans of the Replaced
Lender, and (ii) all accrued, but theretofore unpaid, fees owing to the Replaced
Lender pursuant to Section 3.5, and (b) all other obligations of the Borrower
owing to the Replaced Lender (including all other obligations, if any, owing
pursuant to Sections 3.6, 3.8, 3.9 and 3.10 and 3.11) shall be paid in full to
such Replaced Lender concurrently with such replacement.

                                       49
<PAGE>   55


                                    SECTION 4
                                    GUARANTY

         4.1      THE GUARANTEE.

         Each of the Guarantors hereby jointly and severally guarantees to each
Lender, to each Affiliate of a Lender that enters into a Hedging Agreement and
to the Agent as hereinafter provided, the prompt payment of the Credit Party
Obligations in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, a mandatory cash collateralization or otherwise)
strictly in accordance with the terms thereof. The Guarantors hereby further
agree that if any of the Credit Party Obligations are not paid in full when due
(whether at stated maturity, as a mandatory prepayment, by acceleration, as
mandatory cash collateralization or otherwise), the Guarantors will, jointly and
severally, promptly pay the same, without any demand or notice whatsoever, and
that in the case of any extension of time of payment or renewal of any of the
Credit Party Obligations, the same will be promptly paid in full when due
(whether at extended maturity, as a mandatory prepayment, by acceleration or
otherwise) in accordance with the terms of such extension or renewal. Each
Guarantor agrees that this is a continuing guarantee of payment and not of
collection.

         Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents or Hedging Agreements, the obligations of each
Guarantor hereunder shall be limited to an aggregate amount equal to the largest
amount that would not render its obligations hereunder subject to avoidance
under Section 548 of the Bankruptcy Code or any comparable provisions of any
applicable state law.

         4.2      OBLIGATIONS UNCONDITIONAL.

         The obligations of the Guarantors under Section 4.1 hereof are joint
and several, absolute, irrevocable and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Credit
Documents or Hedging Agreements, or any other agreement or instrument referred
to therein, or any substitution, release or exchange of any other guarantee of
or security for any of the Credit Party Obligations, and, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever
which might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of this Section 4.2 that the
obligations of the Guarantors hereunder shall be absolute, irrevocable and
unconditional under any and all circumstances. Each Guarantor agrees that such
Guarantor shall have no right of subrogation, indemnity, reimbursement or
contribution against the Borrower or any other Guarantor of the Credit Party
Obligations for amounts paid under this Guaranty until such time as the Lenders
(and any Affiliates of Lenders entering into Hedging Agreements) have been paid
in full and all Commitments under the Credit Agreement have been terminated.
Without limiting the generality of the foregoing, it is agreed that, to the
fullest extent permitted by law, the occurrence of any one or more of the
following shall not alter or impair the liability of any Guarantor hereunder
which shall remain absolute, irrevocable and unconditional as described above:

                                       50
<PAGE>   56

                  (i) at any time or from time to time, without notice to any
         Guarantor, the time for any performance of or compliance with any of
         the Credit Party Obligations shall be extended, or such performance or
         compliance shall be waived;

                  (ii) any of the acts mentioned in any of the provisions of any
         of the Credit Documents, any Hedging Agreement or any other agreement
         or instrument referred to in the Credit Documents or Hedging Agreements
         shall be done or omitted;

                  (iii) the maturity of any of the Credit Party Obligations
         shall be accelerated, or any of the Credit Party Obligations shall be
         modified, supplemented or amended in any respect, or any right under
         any of the Credit Documents, any Hedging Agreement or any other
         agreement or instrument referred to in the Credit Documents or Hedging
         Agreements shall be waived or any other guarantee of any of the Credit
         Party Obligations or any security therefor shall be released or
         exchanged in whole or in part or otherwise dealt with;

                  (iv) any Lien granted to, or in favor of, the Agent or any
         Lender or Lenders as security for any of the Credit Party Obligations
         shall fail to attach or be perfected; or

                  (v) any of the Credit Party Obligations shall be determined to
         be void or voidable (including, without limitation, for the benefit of
         any creditor of any Guarantor) or shall be subordinated to the claims
         of any Person (including, without limitation, any creditor of any
         Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly
waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the Agent or any Lender exhaust any right,
power or remedy or proceed against any Person under any of the Credit Documents,
any Hedging Agreement or any other agreement or instrument referred to in the
Credit Documents or Hedging Agreements, or against any other Person under any
other guarantee of, or security for, any of the Credit Party Obligations.

         4.3      REINSTATEMENT.

         The obligations of the Guarantors under this Section 4 shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Credit Party Obligations is
rescinded or must be otherwise restored by any holder of any of the Credit Party
Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and each Guarantor agrees that it will indemnify
the Agent and each Lender on demand for all reasonable costs and expenses
(including, without limitation, fees and expenses of counsel) incurred by the
Agent or such Lender in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any bankruptcy, insolvency or similar law.

                                       51
<PAGE>   57

         4.4      CERTAIN ADDITIONAL WAIVERS.

         Each Guarantor further agrees that such Guarantor shall have no right
of recourse to security for the Credit Party Obligations, except through the
exercise of the rights of subrogation pursuant to Section 4.2.

         4.5      REMEDIES.

         The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Agent and the Lenders, on the
other hand, the Credit Party Obligations may be declared to be forthwith due and
payable as provided in Section 9.2 hereof (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section 9.2)
for purposes of Section 4.1 hereof notwithstanding any stay, injunction or other
prohibition preventing such declaration (or preventing the Credit Party
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or the Credit Party
Obligations being deemed to have become automatically due and payable), the
Credit Party Obligations (whether or not due and payable by any other Person)
shall forthwith become due and payable by the Guarantors for purposes of said
Section 4.1.

         4.6      RIGHTS OF CONTRIBUTION.

         The Guarantors hereby agree as among themselves that, if any Guarantor
shall make an Excess Payment (as defined below), such Guarantor shall have a
right of contribution from each other Guarantor in an amount equal to such other
Guarantor's Contribution Share (as defined below) of such Excess Payment. The
payment obligations of any Guarantor under this Section 4.6 shall be subordinate
and subject in right of payment to the prior payment in full to the Agent and
the Lenders of the Guaranteed Obligations (as defined below), and none of the
Guarantors shall exercise any right or remedy under this Section 4.6 against any
other Guarantor until payment and satisfaction in full of all of such Guaranteed
Obligations. For purposes of this Section 4.6, (a) "Guaranteed Obligations"
shall mean any obligations arising under the other provisions of this Section 4;
(b) "Excess Payment" shall mean the amount paid by any Guarantor in excess of
its Pro Rata Share of any Guaranteed Obligations; (c) "Pro Rata Share" shall
mean, for any Guarantor in respect of any payment of Guaranteed Obligations, the
ratio (expressed as a percentage) as of the date of such payment of Guaranteed
Obligations of (i) the amount by which the aggregate present fair salable value
of all of its assets and properties exceeds the amount of all debts and
liabilities of such Guarantor (including contingent, subordinated, unmatured,
and unliquidated liabilities, but excluding the obligations of such Guarantor
hereunder) to (ii) the amount by which the aggregate present fair salable value
of all assets and other properties of the Borrower and all of the Guarantors
exceeds the amount of all of the debts and liabilities (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the
obligations of the Borrower and the Guarantors hereunder) of the Borrower and
all of the Guarantors; provided, however, that, for purposes of calculating the
Pro Rata Shares of the Guarantors in respect of any payment of Guaranteed
Obligations, any Guarantor that became a Guarantor subsequent to the date of any
such payment shall be deemed to have been a Guarantor on the date of such
payment and the financial information for such Guarantor as of the date such
Guarantor became a Guarantor shall be utilized

                                       52
<PAGE>   58

for such Guarantor in connection with such payment; and (d) "Contribution Share"
shall mean, for any Guarantor in respect of any Excess Payment made by any other
Guarantor, the ratio (expressed as a percentage) as of the date of such Excess
Payment of (i) the amount by which the aggregate present fair salable value of
all of its assets and properties exceeds the amount of all debts and liabilities
of such Guarantor (including contingent, subordinated, unmatured, and
unliquidated liabilities, but excluding the obligations of such Guarantor
hereunder) to (ii) the amount by which the aggregate present fair salable value
of all assets and other properties of the Borrower and all of the Guarantors
other than the maker of such Excess Payment exceeds the amount of all of the
debts and liabilities (including contingent, subordinated, unmatured, and
unliquidated liabilities, but excluding the obligations of the Borrower and the
Guarantors hereunder) of the Borrower and all of the Guarantors other than the
maker of such Excess Payment; provided, however, that, for purposes of
calculating the Contribution Shares of the Guarantors in respect of any Excess
Payment, any Guarantor that became a Guarantor subsequent to the date of any
such Excess Payment shall be deemed to have been a Guarantor on the date of such
Excess Payment and the financial information for such Guarantor as of the date
such Guarantor became a Guarantor shall be utilized for such Guarantor in
connection with such Excess Payment. This Section 4.6 shall not be deemed to
affect any right of subrogation, indemnity, reimbursement or contribution that
any Guarantor may have under applicable law against the Borrower in respect of
any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights
of contribution against any Guarantor shall terminate from and after such time,
if ever, that such Guarantor shall be relieved of its obligations pursuant to
Section 8.4.

         4.7      CONTINUING GUARANTEE.

         The guarantee in this Section 4 is a continuing guarantee, and shall
apply to all Credit Party Obligations whenever arising.


                                    SECTION 5
                                   CONDITIONS

         5.1      CONDITIONS TO CLOSING.

         This Credit Agreement shall become effective, and the initial
Extensions of Credit shall be made, upon the satisfaction of the following
conditions precedent (in form and substance acceptable to the Lenders):

                  (a) Execution of Credit Agreement and Credit Documents.
Receipt by the Agent of (i) multiple counterparts of this Credit Agreement, (ii)
the Notes and (iii) the Collateral Documents, in each case executed by a duly
authorized officer of each party thereto and in each case conforming to the
requirements of this Credit Agreement.

                  (b) Financial Information. Receipt by the Agent of (i) a
satisfactory pro forma consolidated balance sheet of the Borrower as of the
Closing Date giving effect to the Merger and the transactions contemplated by
the Merger Agreement, prepared by independent public

                                       53
<PAGE>   59

accountants of recognized national standing, (ii) interim monthly financial
statements and monthly working capital detail for the trailing twelve months and
the first projected year and (iii) such other information relating to the
Borrower as the Agent may reasonably require in connection with the structuring
and syndication of credit facilities of the type described herein.

                  (c) Material Adverse Effect. No material adverse change shall
have occurred since January 31, 1998 in the business, assets, operations,
condition (financial or otherwise), management or prospects of the Borrower and
its Subsidiaries taken as a whole other than any material adverse change to the
financial condition of the Borrower resulting from the Merger.

                  (d) Repayment of Indebtedness. Receipt by the Agent of
evidence that simultaneously with the making of the initial Loans, all
obligations of the Borrower under the Prior Credit Agreement have been paid in
full.

                  (e) Absence of Legal Proceedings. The absence of any action,
suit, investigation or proceeding pending or threatened in any court or before
any arbitrator or governmental instrumentality which could reasonably be
expected to have a Material Adverse Effect on the Borrower or any of its
Subsidiaries.

                  (f) Host Agreements. Each of the Wal*Mart License Agreement
and the Kmart License Agreement shall be in full force and effect.

                  (g) Legal Opinions. Receipt of multiple counterparts of
opinions of counsel for the Credit Parties relating to the Credit Documents and
the transactions contemplated herein, in form and substance satisfactory to the
Agent.

                  (h) Corporate Documents. Receipt of the following (or their
equivalent) for each of the Credit Parties:

                           (i) Articles of Incorporation. Copies of the articles
         of incorporation or charter documents certified to be true and complete
         as of a recent date by the appropriate governmental authority of the
         state of its incorporation.

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

                           (iii) Bylaws. Copies of the bylaws certified by a
         secretary or assistant secretary as of the Closing Date to be true and
         correct and in full force and effect as of such date.

                           (iv) Good Standing. Copies, where applicable, of (A)
         certificates of good standing, existence or its equivalent certified as
         of a recent date by the appropriate

                                       54
<PAGE>   60

         governmental authorities of the state of incorporation and each other
         state in which the failure to so qualify and be in good standing would
         have a material adverse effect on the business or operations in such
         state and (B) a certificate indicating payment of all corporate
         franchise taxes certified as of a recent date by the appropriate
         governmental taxing authorities.

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

                  (i) Merger. There shall not have been any material
modification, amendment, supplement or waiver to the Merger Agreement without
the prior written consent of the Lenders, and the Merger shall be in full force
and effect and the Merger shall have been consummated in accordance with the
terms of the Merger Agreement and applicable law and regulatory approvals, and
the aggregate purchase price for the shares of the Borrower shall not exceed
$234 million (based on a per share price of not more than $26.50).

                  (j) KeyMan Life Insurance. Evidence of key man life insurance
for John Grosso, Eric Jeltrup and Bruce Fisher in an aggregate amount of at
least $5,000,000 naming the Borrower as beneficiary, which key man life
insurance shall be pledged to secure the Obligations.

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

                                 (i) searches of Uniform Commercial Code ("UCC")
                  filings or its equivalent in the office of the Secretary of
                  State or its equivalent in the jurisdiction of the chief
                  executive office of each Credit Party and each jurisdiction
                  where any Collateral is located in the United States of
                  America, copies of the financing statements on file in such
                  jurisdictions and evidence that no Liens exist other than
                  Permitted Liens;

                                (ii) duly executed UCC financing statements in
                  the office of the Secretary of State or its equivalent in the
                  jurisdiction of the chief executive office of each Credit
                  Party and each jurisdiction where any Collateral is located in
                  the United States of America;

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

                                (iv) all stock certificates evidencing the stock
                  pledged to the Agent pursuant to the Pledge Agreement,
                  together with duly executed in blank undated stock powers
                  attached thereto.

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<PAGE>   61

                  (l) Real Property Collateral. The Agent shall have received:

                                 (i) fully executed and notarized mortgages,
                  deeds of trust or deeds to secure debt (each a "Mortgage" and
                  collectively the "Mortgages") encumbering the fee interest of
                  the Credit Parties in each real property asset owned by a
                  Credit Party set forth on Schedule 5.1(l) (each a "Mortgaged
                  Property" and collectively the "Mortgaged Properties"),
                  together with such UCC-1 financing statements as the Agent
                  shall deem appropriate with respect to each such Mortgaged
                  Property;

                                (ii) ALTA or other appropriate form mortgagee
                  title insurance policies (the "Mortgage Policies") issued by
                  title insurers reasonably satisfactory to the Agent (the
                  "Title Insurance Company"), in an amount satisfactory to the
                  Agent with respect to each Mortgaged Property and otherwise in
                  form and substance satisfactory to the Agent;

                               (iii) to the extent not previously delivered to
                  the Agent, maps or plats of an as-built survey of the sites of
                  the Mortgaged Properties certified to the Agent and the Title
                  Insurance Company in a manner satisfactory to them, dated a
                  date satisfactory to the Agent and the Title Insurance Company
                  by an independent professional licensed land surveyor
                  satisfactory to the Agent and the Title Insurance Company,
                  which maps or plats and the surveys on which they are based
                  shall be sufficient to delete any standard printed survey
                  exception contained in the applicable title policy and be made
                  in accordance with the Minimum Standard Detail Requirements
                  for Land Title Surveys jointly established and adopted by the
                  American Land Title Association and the American Congress on
                  Surveying and Mapping in 1992; and

                                (iv) to the extent not previously delivered to
                  the Agent, certification from a registered engineer or land
                  surveyor in a form satisfactory to the Agent or other evidence
                  acceptable to the Agent that none of the improvements on the
                  real property encumbered by the Mortgages are located within
                  any area designated by the Director of the Federal Emergency
                  Management Agency as a "special flood hazard" area or if any
                  improvements on such properties are located within a "special
                  flood hazard" area, evidence of a flood insurance policy from
                  a company and in an amount satisfactory to the Agent for the
                  applicable portion of the premises, naming the Agent, for the
                  benefit of the Lenders, as mortgagee.

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

                                       56
<PAGE>   62

                  (n) Evidence of Insurance. Receipt by the Agent of copies of
insurance policies or certificates of insurance of the Credit Parties evidencing
liability and casualty insurance meeting the requirements set forth in the
Credit Documents, including, but not limited to, naming the Agent as sole loss
payee on behalf of the Lenders.

                  (o) Corporate Structure. The corporate capital and ownership
structure of the Borrower and its Subsidiaries (after giving effect to the
Merger) shall be as described in Schedule 5.1(o).

                  (p) Equity Investment. Receipt by the Agent of evidence that
an equity investment of at least $65 million (of which a minimum of $50.5
million shall be in the form of cash equity contributed by Jupiter) shall have
been made in the Borrower on terms that are satisfactory to the Agent.

                  (q) Subordinated Debt. (i) The Borrower shall have entered
into the Indenture, which such Indenture shall contain subordination provisions
acceptable to the Lenders and otherwise be in form and substance satisfactory to
the Lenders, (ii) the Agent shall have received a copy, certified by an officer
of the Borrower as true and complete, of the Indenture and (iii) the Borrower
shall have received net proceeds pursuant to the terms of the Indenture in an
aggregate principal amount of $100 million.

                  (r) Government Consent. All governmental, shareholder and
material third party consents (including Hart-Scott-Rodino clearance) and
approvals necessary or desirable in connection with the Merger and the related
financings and other transactions contemplated hereby shall have been obtained,
and all applicable waiting periods shall have expired without any action being
taken by any authority that could reasonably be likely to restrain, prevent or
impose any material adverse conditions on the Merger or such other transactions.

                  (s) Solvency Opinion. Receipt by the Agent of an opinion from
Valuation Research Corporation or another independent auditor or appraiser
acceptable to the Agent in usual and customary form as to the financial
condition, solvency and related matters of the Credit Parties (after giving
effect to the Merger and the incurrence of indebtedness related thereto).

                  (t) Officer's Certificates. The Agent shall have received a
certificate or certificates executed by an officer of the Borrower as of the
Closing Date stating that (A) each member of the Consolidated Group is in
compliance with all existing financial obligations, (B) all governmental,
shareholder and third party consents and approvals, if any, with respect to the
Credit Documents and the transactions contemplated thereby have been obtained,
(C) no action, suit, investigation or proceeding is pending or threatened in any
court or before any arbitrator or governmental instrumentality which could
reasonably be expected to have a Material Adverse Effect on the Borrower or any
of its Subsidiaries, (D) the transactions contemplated by the Merger Agreement
have been consummated in accordance with the terms thereof and (E) immediately
after giving effect to this Credit Agreement, the other Credit Documents and all
the transactions contemplated therein to occur on such date, (1) each of the
Credit Parties is Solvent, (2) no Default or Event of Default exists, (3) all
representations and warranties contained herein and in the other

                                       57
<PAGE>   63

Credit Documents are true and correct in all material respects, and (4) the
Credit Parties are in compliance with each of the financial covenants set forth
in Section 7.10.

                  (u) Material Contracts. No material agreements or any
organizational documents of the Borrower or any of its Subsidiaries shall have
been amended, modified, or supplemented, replaced or revoked, or terminated, nor
shall any waivers or consents in connection therewith have been given without
the prior written consent of the Agent if any such amendment, modification,
supplement, repeal, revocation, termination, waiver, or consent would have an
adverse effect on the interests of the Lenders under this Credit Agreement.

                  (v) Fees. Receipt of all fees, if any, owing pursuant to the
Agent's Fee Letter and Section 3.5 or otherwise.

                  (w) Availability. After giving effect to the Merger and the
initial Loans and the outstanding LOC Obligations as of the Closing Date, there
shall be no less than $12 million of availability under the Revolving
Commitments.

                  (x) Interest Rate Protection. The Borrower shall have in place
one or more Hedging Agreements satisfactory in form and substance to the Agent,
protecting against, for a period expiring no earlier than three years from the
Closing Date, fluctuations in interest rates and in a notional amount of at
least $65 million.

                  (y) Year 2000. Receipt by the Agent and the Lenders of
evidence that (a) each member of the Consolidated Group is taking all necessary
and appropriate steps to ascertain the extent of, and to quantify and
successfully address, business and financial risks facing the Consolidated Group
as a result of what is commonly referred to as the `Year 2000 problem' (i.e.,
the inability of certain computer applications to recognize correctly and
perform date-sensitive functions involving certain dates prior to and after
December 31, 1999), including risks resulting from the failure of key vendors
and customers of the Consolidated Group to successfully address the Year 2000
problem, and (b) each member of the Consolidated Group's material computer
applications and those of its key vendors and customers will, on a timely basis,
adequately address the Year 2000 problem in all material respects.

                  (z) Subsection 5.2 Conditions. The conditions specified in
Section 5.2 shall be satisfied.

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

         5.2      CONDITIONS TO ALL EXTENSIONS OF CREDIT.

         The obligation of each Lender to make any Extension of Credit hereunder
(including the initial Extension of Credit to be made hereunder) is subject to
the satisfaction of the following conditions precedent on the date of making
such Extension of Credit:

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<PAGE>   64

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

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

                  (c) Additional Conditions to Revolving Loans. If a Revolving
Loan is made pursuant to Section 2.1, all conditions set forth therein shall
have been satisfied.

                  (d) Additional Conditions to Letters of Credit. If such
Extension of Credit is made pursuant to Section 2.2, all conditions set forth
therein shall have been satisfied.

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


                                    SECTION 6
                         REPRESENTATIONS AND WARRANTIES

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

         6.1      FINANCIAL CONDITION.

         The financial statements delivered to the Lenders pursuant to Section
5.1(b) and Section 7.1(a) and (b), have been prepared in accordance with GAAP
consistently applied throughout the periods covered thereby, are complete and
correct in all material respects and present fairly the financial condition and
results from operations of the entities and for the periods specified, subject
in the case of interim company-prepared statements to normal year-end
adjustments and the absence of notes required by GAAP.

         6.2      NO CHANGES OR RESTRICTED PAYMENTS.

         Since January 31, 1998, (a) there has been no circumstance, development
or event relating to or affecting the members of the Consolidated Group which
has had or would be

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<PAGE>   65

reasonably expected to have a Material Adverse Effect, and (b) except as set
forth on Schedule 6.2 or as permitted herein or pursuant to the Merger in
accordance with the terms of the Merger Agreement, no Restricted Payments have
been made or declared or are contemplated by any members of the Consolidated
Group.

         6.3      ORGANIZATION; EXISTENCE; COMPLIANCE WITH LAW.

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

         6.4      POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

         Each of the Credit Parties has the corporate or other necessary power
and authority, and the legal right, to make, deliver and perform the Credit
Documents to which it is a party and has taken all necessary corporate action to
authorize the execution, delivery and performance by it of the Credit Documents
to which it is a party. No consent or authorization of, filing with, notice to
or other act by or in respect of, any Governmental Authority or any other Person
is required in connection with the borrowings hereunder or with the execution,
delivery or performance of any Credit Documents by the Credit Parties (other
than those which have been obtained, such filings as are required by the
Securities and Exchange Commission and to fulfill other reporting requirements
with Governmental Authorities) or with the validity or enforceability of any
Credit Document against the Credit Parties (except such filings as are necessary
in connection with the perfection of the Liens created by such Credit
Documents). Each Credit Document to which the Credit Parties are a party
constitutes a legal, valid and binding obligation of such Credit Parties
enforceable against such Credit Parties in accordance with their respective
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

         6.5      NO LEGAL BAR.

         The execution, delivery and performance of the Credit Documents, the
borrowings hereunder and the use of the Extensions of Credit will not violate
any Requirement of Law, which violation has or would reasonably be expected to
have a Material Adverse Effect, or any Contractual Obligation of any member of
the Consolidated Group (except those as to which waivers or consents have been
obtained ), and will not result in, or require, the creation or imposition of
any Lien on any of their respective properties or revenues pursuant to any

                                       60
<PAGE>   66

Requirement of Law or Contractual Obligation other than the Liens arising under
or contemplated in connection with the Credit Documents. No member of the
Consolidated Group is in default under or with respect to any of its Contractual
Obligations in any respect which has or would reasonably be expected to have a
Material Adverse Effect.

         6.6      NO MATERIAL LITIGATION.

         No claim, litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the best knowledge of the
Credit Parties, threatened by or against, any members of the Consolidated Group
or against any of their respective properties or revenues which (a) relate to
the Credit Documents or any of the transactions contemplated hereby or thereby
(including specifically without limitation the Merger) or (b) could reasonably
be expected to have a Material Adverse Effect. Set forth on Schedule 6.6 is a
summary of all claims, litigation, investigations and proceedings pending or, to
the best knowledge of the Credit Parties, threatened by or against the members
of the Consolidated Group or against any of their respective properties or
revenues, and none of such actions, individually or in the aggregate, is
reasonably expected to have a Material Adverse Effect.

         6.7      NO DEFAULT.

         No member of the Consolidated Group is in default in any respect under
any contract, lease, loan agreement, indenture, mortgage, security agreement or
other agreement or obligation to which it is a party or by which any of its
properties is bound which default could have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

         6.8      OWNERSHIP OF PROPERTY; LIENS.

         Each of the members of the Consolidated Group has good record and
marketable title in fee simple to, or a valid leasehold interest in, all its
material real property, and good title to, or a valid leasehold interest in, all
its other material property, and none of such property is subject to any Lien,
except for Permitted Liens.

         6.9      INTELLECTUAL PROPERTY.

         Each of the members of the Consolidated Group owns, or has the legal
right to use, all United States trademarks, tradenames, copyrights, technology,
know-how and processes, if any, necessary for each of them to conduct its
business as currently conducted (the "Intellectual Property") except for those
the failure to own or have such legal right to use would not be reasonably
expected to have a Material Adverse Effect. Set forth on Schedule 6.9 is a list
of all Intellectual Property owned by each member of the Consolidated Group or
that any member of the Consolidated Group has the right to use. No claim has
been asserted and is pending by any Person challenging or questioning the use of
any such Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor does any Credit Party know of any such claim, and the
use of such Intellectual Property by the members of the Consolidated Group does
not infringe on the

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<PAGE>   67

rights of any Person, except for such claims and infringements that in the
aggregate, would not be reasonably expected to have a Material Adverse Effect.

         6.10     DISCLOSURE.

         Neither this Credit Agreement nor any financial statements delivered to
the Lenders nor any other document, certificate or statement furnished to the
Lenders by or on behalf of any member of the Consolidated Group in connection
with the transactions contemplated hereby contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained therein or herein not misleading.

         6.11     NO BURDENSOME RESTRICTIONS.

         No Requirement of Law applicable to, or Contractual Obligation of, the
members of the Consolidated Group has or would be reasonably expected to have a
Material Adverse Effect.

         6.12     TAXES.

         Each of the members of the Consolidated Group has filed or caused to be
filed all United States federal income tax returns and all other material tax
returns which, to the best knowledge of the Credit Parties, are required to be
filed and has paid (a) all taxes shown to be due and payable on said returns or
(b) all taxes shown to be due and payable on any assessments of which it has
received notice made against it or any of its property and all other taxes, fees
or other charges imposed on it or any of its property by any Governmental
Authority (other than any (i) taxes, fees or other charges with respect to which
the failure to pay, in the aggregate, would not have a Material Adverse Effect
or (ii) taxes, fees or other charges the amount or validity of which are
currently being contested and with respect to which reserves in conformity with
GAAP have been provided on the books of such Person), and no tax Lien has been
filed, and, to the best knowledge of the Credit Parties, no claim is being
asserted, with respect to any such tax, fee or other charge.

         6.13     ERISA

         Except as would not reasonably be expected to have a Material Adverse
Effect:

         (a) During the five-year period prior to the date on which this
representation is made or deemed made: (i) no ERISA Event has occurred, and, to
the best knowledge of the Credit Parties, no event or condition has occurred or
exists as a result of which any ERISA Event could reasonably be expected to
occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as
such term is defined in Section 302 of ERISA and Section 412 of the Code,
whether or not waived, has occurred with respect to any Plan; (iii) each Plan
has been maintained, operated, and funded in compliance with its own terms and
in material compliance with the provisions of ERISA, the Code, and any other
applicable federal or state laws; and (iv) no lien in favor of the PBGC or a
Plan has arisen or is reasonably likely to arise on account of any Plan.

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<PAGE>   68

         (b) The actuarial present value of all "benefit liabilities" (as
defined in Section 4001(a)(16) of ERISA), whether or not vested, under each
Single Employer Plan, as of the last annual valuation date prior to the date on
which this representation is made or deemed made (determined, in each case, in
accordance with Financial Accounting Standards Board Statement 87, utilizing the
actuarial assumptions used in such Plan's most recent actuarial valuation
report), did not exceed as of such valuation date the fair market value of the
assets of such Plan.

         (c) No member of the Consolidated Group nor any ERISA Affiliate has
incurred, or, to the best knowledge of the Credit Parties, could be reasonably
expected to incur, any withdrawal liability under ERISA to any Multiemployer
Plan or Multiple Employer Plan. No member of the Consolidated Group nor any
ERISA Affiliate would become subject to any withdrawal liability under ERISA if
any member of the Consolidated Group or any ERISA Affiliate were to withdraw
completely from all Multiemployer Plans and Multiple Employer Plans as of the
valuation date most closely preceding the date on which this representation is
made or deemed made. No member of the Consolidated Group nor any ERISA Affiliate
has received any notification that any Multiemployer Plan is in reorganization
(within the meaning of Section 4241 of ERISA), is insolvent (within the meaning
of Section 4245 of ERISA), or has been terminated (within the meaning of Title
IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit
Parties, reasonably expected to be in reorganization, insolvent, or terminated.

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

         (e) No member of the Consolidated Group nor any ERISA Affiliates has
any material liability with respect to "expected post-retirement benefit
obligations" within the meaning of the Financial Accounting Standards Board
Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of
ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply
has been administered in compliance in all material respects of such sections.

         6.14     GOVERNMENTAL REGULATIONS, ETC.

         (a) No part of the proceeds of the Loans will be used, directly or
indirectly, for the purpose of purchasing or carrying any "margin stock" within
the meaning of Regulation U, or for the purpose of purchasing or carrying or
trading in any securities. If requested by any Lender or the Agent, the Borrower
will furnish to the Agent and each Lender additional statements to the foregoing
effect in conformity with the requirements of FR Form U-1 referred to in said
Regulation U. No indebtedness being reduced or retired out of the proceeds of
the Loans was or will be incurred for the purpose of purchasing or carrying any
margin stock within the meaning of Regulation U or any "margin security" within
the meaning of Regulation T. Margin Stock does not constitute more than 25% of
the value of the consolidated assets of the Borrower and its Subsidiaries. None
of the transactions contemplated by this Credit Agreement (including, without

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<PAGE>   69

limitation, the direct or indirect use of the proceeds of the Loans) will
violate or result in a violation of the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, or regulations issued pursuant
thereto, or Regulation T, U or X.

         (b) None of the members of the Consolidated Group is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act or the Investment Company Act of 1940, each as amended. In addition,
none of the members of the Consolidated Group is (i) an "investment company"
registered or required to be registered under the Investment Company Act of
1940, as amended, and is not controlled by such a company, or (ii) a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary" of a "holding company", within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

         (c) Each of the members of the Consolidated Group has obtained all
material licenses, permits, franchises, other governmental authorizations and
third party approvals necessary to the ownership of its respective Property and
to the conduct of its business.

         (d) None of the members of the Consolidated Group is in violation of
any applicable statute, regulation or ordinance of the United States of America,
or of any state, city, town, municipality, county or any other jurisdiction, or
of any agency thereof (including without limitation, environmental laws and
regulations), which violation could reasonably be expected to have a Material
Adverse Effect.

         (e) Each of the members of the Consolidated Group is current with all
reports and documents, if any, required to be filed with any state or federal
securities commission or similar agency and is in full compliance with all
applicable rules and regulations of such commissions except to the extent that a
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

         6.15     SUBSIDIARIES.

         Set forth on Schedule 6.15 are all the Subsidiaries of the Borrower,
the jurisdiction of their incorporation, the number of shares of each class of
capital stock outstanding, the number and percentage of outstanding shares of
each class owned (directly or indirectly) by a member of the Consolidated Group;
and the number and effect, if exercised of all outstanding options, warrants,
rights of conversion or purchase and all other similar rights with respect
thereto. Schedule 6.15 may be updated from time to time by the Borrower by
giving written notice thereof to the Agent.

         6.16     PURPOSE OF EXTENSIONS OF CREDIT.

         The Loans will be used (a) to refinance the existing Indebtedness of
the Borrower under the Prior Credit Agreement, (b) to pay the cash portion of
the purchase price for the shares of the Borrower pursuant to the Merger
Agreement, (c) to pay related fees and expenses in connection with the
foregoing, (d) to provide working capital and (e) for general corporate
purposes. The Letters of Credit shall be used only for or in connection with
appeal bonds, reimbursement

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<PAGE>   70

obligations arising in connection with surety and reclamation bonds,
reinsurance, worker's compensation, domestic or international trade transactions
and obligations not otherwise aforementioned relating to transactions entered
into by the applicable account party in the ordinary course of business.

         6.17     ENVIRONMENTAL MATTERS.

         Except as would not reasonably be expected to have a Material Adverse
Effect:

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

         (b) None of the Properties contains, or has previously contained, any
Materials of Environmental Concern at, on or under the Properties in amounts or
concentrations that constitute or constituted a violation of, or could give rise
to liability under, Environmental Laws.

         (c) None of the members of the Consolidated Group has received any
written or verbal notice of, or inquiry from any Governmental Authority
regarding, any violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Businesses, nor
does any member of the Consolidated Group have knowledge or reason to believe
that any such notice will be received or is being threatened.

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

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

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

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<PAGE>   71

         6.18     SOLVENCY.

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

         6.19     LABOR MATTERS.

         There are no collective bargaining agreements or Multiemployer Plans
covering the employees of the Borrower or any of its Subsidiaries as of the
Closing Date and none of the Consolidated Group has suffered any strikes,
walkouts, work stoppages or other material labor difficulty within the last five
years.

         6.20     YEAR 2000 COMPLIANCE.

         Each Credit Party has (i) initiated a review and assessment of all
areas within its and each of its Subsidiaries' business and operations
(including those affected by suppliers, vendors and customers) that could
reasonably be expected to be adversely affected by the "Year 2000 Problem" (that
is, the risk that computer applications used by such Credit Party or any of its
Subsidiaries (or suppliers, vendors and customers) may be unable to recognize
and perform properly date-sensitive functions involving certain dates prior to
and any date after December 31, 1999), (ii) developed a plan and timeline for
addressing the Year 2000 Problem on a timely basis, and (iii) to date,
implemented that plan in accordance with the timetable. Based on the foregoing,
each Credit Party believes that all computer applications (including those of
its suppliers, vendors and customers) that are material to its and any of its
Subsidiaries' business and operations are reasonably expected on a timely basis
to be able to perform properly date-sensitive functions for all dates before and
after January 1, 2000 (that is, be "Year 2000 compliant"), except to the extent
that a failure to do so could not reasonably be expected to have Material
Adverse Effect.

         6.21     LOCATION OF COLLATERAL.


         Set forth on Schedule 6.21(a) is a list of all locations where any
tangible personal property of a member of the Consolidated Group is located,
including county and state where located. Set forth on Schedule 6.21(b) is the
chief executive office and principal place of business of each member of the
Consolidated Group.


                                    SECTION 7
                              AFFIRMATIVE COVENANTS

         Each of the Credit Parties covenants and agrees that on the Closing
Date, and so long as this Credit Agreement is in effect and until the
Commitments have been terminated, no Obligations remain outstanding and all
amounts owing hereunder or in connection herewith have

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<PAGE>   72

been paid in full, each of the members of the Consolidated Group party hereto
shall, and shall cause each of its Subsidiaries to:

         7.1      FINANCIAL STATEMENTS.

         Furnish, or cause to be furnished, to the Agent and to each of the
Lenders:

         (a) Audited Financial Statements. As soon as available, but in any
event within 90 days after the end of each fiscal year, an audited consolidated
balance sheet of the Borrower and its Subsidiaries as of the end of the fiscal
year and the related consolidated statements of income, retained earnings,
shareholders' equity and cash flows for the year, audited by KPMG Peat Marwick,
or other firm of independent certified public accountants of nationally
recognized standing reasonably acceptable to the Agent, setting forth in each
case in comparative form the figures for the previous year, reported without a
"going concern" or like qualification or exception, or qualification indicating
that the scope of the audit was inadequate to permit such independent certified
public accountants to certify such financial statements without such
qualification or any other material qualification or exception.

         (b) Company-Prepared Financial Statements. As soon as available, but in
any event

                           (i) within 30 days after the end of each month, a
                  company-prepared unaudited consolidated and consolidating
                  balance sheet of the Borrower and its Subsidiaries as of the
                  end of such month and related company-prepared consolidated
                  and consolidating statements of income for such monthly period
                  and for the fiscal year to date;

                           (ii) within 45 days after the end of each of the
                  first three fiscal quarters, the company-prepared unaudited
                  consolidated and consolidating balance sheet of the Borrower
                  and its Subsidiaries as of the end of such quarter and related
                  company-prepared consolidated and consolidating statements of
                  income, retained earnings, shareholders' equity and cash flows
                  for such quarterly period and for the fiscal year to date or,
                  in lieu thereof, the Borrower's report on Form 10Q filed with
                  the Securities and Exchange Commission for such period;

                           (iii) within 45 days following the end of each fiscal
                  year, an annual business plan and budget for the members of
                  the Consolidated Group, containing, among other things, pro
                  forma financial statements for the then current fiscal year,

         in each case setting forth in comparative form the consolidated and
         consolidating figures for the corresponding period or periods of the
         preceding fiscal year or the portion of the fiscal year ending with
         such period, as applicable, in each case subject to normal recurring
         year-end audit adjustments and the absence of notes required by GAAP.

All such financial statements shall be complete and correct in all material
respects (subject, in the case of interim statements, to normal recurring
year-end audit adjustments) and shall be prepared

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<PAGE>   73

in reasonable detail and, in the case of the annual and quarterly financial
statements provided in accordance with subsections (a) and (b) above, in
accordance with GAAP applied consistently throughout the periods reflected
therein) and further accompanied by a description of, and an estimation of the
effect on the financial statements on account of, any change in the application
of accounting principles as provided in Section 1.3.

         7.2      CERTIFICATES; OTHER INFORMATION.

         Furnish, or cause to be furnished, to the Agent and to each of the
Lenders:

         (a) Accountant's Certificate and Reports. Concurrently with the
delivery of the financial statements referred to in subsection 7.1(a) above, a
certificate of the independent certified public accountants reporting on such
financial statements stating that in making the examination necessary therefor
no knowledge was obtained of any Default or Event of Default, except as
specified in such certificate.

         (b) Officer's Certificate. Concurrently with the delivery of the
financial statements referred to in Sections 7.1(a) and 7.1(b)(ii) above, a
certificate of a Responsible Officer (i) demonstrating compliance with the
financial covenants in Section 7.10 by calculation thereof as of the end of each
such fiscal period and (ii) stating that, to the best of such Responsible
Officer's knowledge and belief, (A) the financial statements fairly present in
all material respects the financial condition of the parties covered by such
financial statements, (B) during such period the members of the Consolidated
Group have observed or performed in all material respects the covenants and
other agreements hereunder and under the other Credit Documents relating to
them, and satisfied in all material respects the conditions, contained in this
Credit Agreement to be observed, performed or satisfied by them and (C) in each
case such Responsible Officer has obtained no knowledge of any Default or Event
of Default except as specified in such certificate. A form of Officer's
Certificate is attached as Schedule 7.2(b).

         (c) Accountants' Reports. Promptly upon receipt, a copy of any final
(as distinguished from a preliminary or discussion draft) "management letter" or
other similar report submitted by independent accountants or financial
consultants to any member of the Consolidated Group in connection with any
annual, interim or special audit.

         (d) Public Information. Within ten days after the same are sent, copies
of all reports (other than those otherwise provided pursuant to subsection 7.1)
and other financial information which any member of the Consolidated Group sends
to its public stockholders, and within ten days after the same are filed, copies
of all financial statements and non-confidential reports which any member of the
Consolidated Group may make to, or file with, the Securities and Exchange
Commission or any successor or analogous Governmental Authority.

         (e) Studio Closings. Concurrently with the delivery of the financial
statements referred to in Sections 7.1(a) and 7.1(b)(ii), a report containing
information as to the number of photography studios closed by the Borrower or
any of its Subsidiaries during the applicable fiscal quarter period and the
number of studios remaining open at the end of such fiscal quarter.

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         (f) Other Information. Promptly, such additional financial and other
information as the Agent, at the request of any Lender, may from time to time
reasonably request.

         7.3      NOTICES.

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

         (a) Defaults. Immediately (and in any event within five (5) Business
Days) after a Responsible Officer of any Credit Party knows of, the occurrence
of any Default or Event of Default.

         (b) Contractual Obligations. Promptly, the occurrence of any default or
event of default under any Contractual Obligation of any member of the
Consolidated Group which would reasonably be expected to have a Material Adverse
Effect.

         (c) Legal Proceedings. Promptly, the initiation of any litigation, or
any investigation or proceeding (including without limitation, any environmental
proceeding) known to any Responsible Officer of a member of the Consolidated
Group, or any material development in respect thereof, against any member of the
Consolidated Group which, if adversely determined, would in the opinion of
management of the Borrower reasonably be expected to have a Material Adverse
Effect (and in any event, where compensation, reimbursement, damages or relief
is sought in excess of $1,000,000 in any instance and such liability is not
covered by insurance).

         (d) ERISA. Promptly, after any Responsible Officer of the Borrower
knows of (i) any event or condition, including, but not limited to, any
Reportable Event, that constitutes, or might reasonably lead to, an ERISA Event;
(ii) with respect to any Multiemployer Plan, the receipt of notice as prescribed
in ERISA or otherwise of any withdrawal liability assessed against any of their
ERISA Affiliates, or of a determination that any Multiemployer Plan is in
reorganization or insolvent (both within the meaning of Title IV of ERISA);
(iii) the failure to make full payment on or before the due date (including
extensions) thereof of all amounts which the members of the Consolidated Group
or any ERISA Affiliate are required to contribute to each Plan pursuant to its
terms and as required to meet the minimum funding standard set forth in ERISA
and the Code with respect; or (iv) any change in the funding status of any Plan
that reasonably could be expected to have a Material Adverse Effect; together
with a description of any such event or condition or a copy of any such notice
and a statement by the chief financial officer of the Borrower briefly setting
forth the details regarding such event, condition, or notice, and the action, if
any, which has been or is being taken or is proposed to be taken by the Credit
Parties with respect thereto. Promptly upon request, the members of the
Consolidated Group shall furnish the Agent and the Lenders with such additional
information concerning any Plan as may be reasonably requested, including, but
not limited to, copies of each annual report/return (Form 5500 series), as well
as all schedules and attachments thereto required to be filed with the
Department of Labor and/or the Internal Revenue Service pursuant to ERISA and
the Code, respectively, for each "plan year" (within the meaning of Section
3(39) of ERISA).

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         (e) Other. Promptly, any other development or event which a Responsible
Officer determines could reasonably be expected to have a Material Adverse
Effect.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the relevant Credit Parties propose to take with respect
thereto.

         7.4      COMPLIANCE WITH LAW.

         Comply with all laws, rules, regulations and orders, and all applicable
restrictions imposed by all Governmental Authorities, applicable to it and its
Property if noncompliance with any such law, rule, regulation, order or
restriction could have a Material Adverse Effect.

         7.5      PAYMENT OF OBLIGATIONS.

         Pay, discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, in accordance with prudent business
practice (subject, where applicable, to specified grace periods) all material
obligations of each member of the Consolidated Group of whatever nature
(including without limitation all taxes, assessments and governmental charges or
levies imposed on it, or upon its income or profits and all lawful claims which,
if unpaid, might give rise to a Lien upon any of its properties) and any
additional costs that are imposed as a result of any failure to so pay,
discharge or otherwise satisfy such obligations; provided, however, that no
member of the Consolidated Group shall be required to pay any such tax or other
obligation which is being contested in good faith by appropriate proceedings and
as to which adequate reserves therefor have been established in accordance with
GAAP, unless the failure to make any such payment (i) could give rise to an
immediate right to foreclose on a Lien securing such amounts or (ii) could have
a Material Adverse Effect.

         7.6      CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.

         Continue to engage in business of the same general type as now
conducted by it on the date hereof, and preserve, renew and keep in full force
and effect its corporate existence and take all reasonable action to maintain
all rights, privileges, licenses and franchises necessary or desirable in the
normal conduct of its business; and comply with all Contractual Obligations and
Requirements of Law applicable to it except to the extent that failure to comply
therewith would not, in the aggregate, have a Material Adverse Effect.

         7.7      MAINTENANCE OF PROPERTY; INSURANCE.

         Keep all material property useful and necessary in its business in
reasonably good working order and condition (ordinary wear and tear excepted);
maintain with financially sound and reputable insurance companies casualty,
liability and such other insurance (which may include plans of self-insurance)
with such coverage and deductibles, and in such amounts as may be consistent
with prudent business practice and in any event consistent with normal industry
practice; maintain at all times an aggregate of at least $5,000,000 in the key
man life insurance

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<PAGE>   76

insuring John Grosso, Eric Jeltrup and Bruce Fisher; and furnish to the Agent,
upon written request, full information as to the insurance carried. The Agent
shall be named as loss payee or mortgagee, as its interest may appear, and/or as
additional insured with respect to any such insurance providing coverage in
respect of any Collateral, and each provider of any such insurance shall agree,
by endorsement upon the policy or policies issued by it or by independent
instruments furnished to the Agent, that it will give the Agent thirty (30) days
prior written notice before any such policy or policies shall be altered or
canceled, and that no act or default of the Borrower or any of its Subsidiaries
or any other Person shall affect the rights of the Agent or the Lenders under
such policy or policies. The present insurance coverage of the Borrower and its
Subsidiaries is outlined as to carrier, policy number, expiration date, type and
amount on Schedule 7.7, as Schedule 7.7 may be amended from time to time by
written notice to the Agent.

         7.8      INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.

         (a) Keep proper books of records and account in which full, true and
correct entries in conformity with GAAP and all Requirements of Law shall be
made of all dealings and transactions in relation to its businesses and
activities; and permit, during regular business hours and upon reasonable notice
by the Agent or any Lender, the Agent or such Lender to visit and inspect any of
its properties and examine and make abstracts (including photocopies) from any
of its books and records (other than materials protected by the attorney-client
privilege and materials which the Credit Parties may not disclose without
violation of a confidentiality obligation binding upon them) at any reasonable
time, and to discuss the business, operations, properties and financial and
other condition of the members of the Consolidated Group with officers and
employees of the members of the Consolidated Group and with their independent
certified public accountants. The cost of the inspection by the Agent referred
to in the preceding sentence shall be for the account of the Lenders unless an
Event of Default has occurred and is continuing, in which case the cost of such
inspection shall be for the account of the Credit Parties, and the cost of the
inspection by any Lender referred to in the preceding sentence shall be for the
account of such Lender.

         (b) In addition to the foregoing subsection (a), permit the Agent to
have agents or representatives to conduct a "field audit" of its inventory and
accounts, including inspection of the inventory and account records and a right
to examine and make abstracts (including photocopies) from its books and records
relating to its inventory and accounts once in each fiscal year, and more
frequently after the occurrence of an Event of Default.

         7.9      ENVIRONMENTAL LAWS.

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

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<PAGE>   77

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

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

         7.10     FINANCIAL COVENANTS.

         (a) Consolidated Leverage Ratio. There shall be maintained, as of the
end of each fiscal quarter to occur during the periods shown, a Consolidated
Leverage Ratio of not greater than:

                  October 31, 1998 through
                  January 29, 2000                     6.25 to 1.0

                  January 30, 2000 through
                  January 27, 2001                     6.0 to 1.0

                  January 28, 2001 through
                  February 2, 2002                     5.50 to 1.0

                  February 3, 2002 through
                  February 1, 2003                     5.0 to 1.0

                  February 2, 2003 through
                  January 31, 2004                     4.50 to 1.0

                  February 1, 2004 and thereafter      4.0 to 1.0

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<PAGE>   78

         (b) Consolidated Fixed Charge Coverage Ratio. There shall be
maintained, as of the end of each fiscal quarter, a Consolidated Fixed Charge
Coverage Ratio of at least 1.0 to 1.0.

         (c) Consolidated Interest Coverage Ratio. There shall be maintained, as
of the end of each fiscal quarter to occur during the periods shown, a
Consolidated Interest Coverage Ratio of at least:

                  October 31, 1998 through
                  January 29, 2000                       1.65 to 1.0

                  January 30, 2000 through
                  January 27, 2001                       1.75 to 1.0

                  January 28, 2001 through
                  February 2, 2002                       1.85 to 1.0

                  February 3, 2002 through
                  February 1, 2003                       2.0 to 1.0

                  February 2, 2003
                  through January 31, 2004               2.25 to 1.0

                  February 1, 2004 and thereafter        2.50 to 1.0

         (d) Capital Expenditures. The aggregate amount of Consolidated Capital
Expenditures for the Consolidated Group will not exceed $12,500,000 during any
fiscal year. The unused portion of Consolidated Capital Expenditures permitted
but not used in any fiscal year may be carried over and used in the next fiscal
year (one year carry-over); provided, however, the Consolidated Group must use
the amount of Consolidated Capital Expenditures permitted in any given fiscal
year before utilizing the amount carried over from the preceding year.

         7.11     AGENCY FEES.

         Pay to the Agent the annual agency fee and comply with the other
agreements provided for in the Agent's Fee Letter.

         7.12     ADDITIONAL GUARANTIES AND STOCK PLEDGES.

         (a) Domestic Subsidiaries. At any time any Person becomes a Domestic
Subsidiary, the Borrower will promptly notify the Agent thereof and within 30
days of such event, cause such Domestic Subsidiary to become a Guarantor
hereunder by (i) execution of a Joinder Agreement, (ii) delivery of supporting
resolutions, incumbency certificates, corporation formation and organizational
documentation and opinions of counsel as the Agent may reasonably request, (iii)
delivery of security agreements, mortgages and other related documents

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<PAGE>   79

(in a form acceptable to the Agent) necessary to perfect a lien on or security
interest in all material assets of such Domestic Subsidiary and (iv) delivery of
stock certificates and a related pledge agreement or pledge joinder agreement
evidencing the pledge of 100% of the Voting Stock of such Domestic Subsidiary
and of 100% of the Voting Stock of each of its Domestic Subsidiaries and 65% of
the Voting Stock of each of its Foreign Subsidiaries, together in each case with
undated stock transfer powers executed in blank.

         (b) Foreign Subsidiaries. At any time that (i) either of the Foreign
Subsidiaries named on Schedule 7.11-3 has assets with a book value of $1,000,000
or more, or (ii) any other Person becomes a Foreign Subsidiary, then in each
such case the Borrower will promptly notify the Agent thereof and cause (A)
delivery of supporting resolutions, incumbency certificates, corporation
formation and organizational documentation and opinions of counsel as the Agent
may reasonably request, and (B) delivery of stock certificates (where required
for perfection under local law) and a related pledge agreement or pledge joinder
agreement evidencing the pledge of 65% of the Voting Stock of such Foreign
Subsidiary, together in each case with undated stock transfer powers executed in
blank.

         7.13     OWNERSHIP OF SUBSIDIARIES.

         Except to the extent otherwise permitted in Section 8.7 and except as
set forth on Schedule 6.15, the Borrower shall, directly or indirectly, own at
all times 100% of the Voting Stock of each of its Subsidiaries.

         7.14     USE OF PROCEEDS.

         Extensions of Credit will be used solely for the purposes provided in
Section 6.16.

         7.15     YEAR 2000 COMPLIANCE.

         Each Credit Party will promptly notify the Agent in the event such
Credit Party discovers or determines that any computer application (including
those of its suppliers, vendors and customers) that is material to its or any of
its Subsidiaries' business and operations will not be Year 2000 compliant,
except to the extent that such failure could not reasonably be expected to have
a Material Adverse Effect.

         7.16     COLLATERAL.

         If, subsequent to the Closing Date, a Credit Party shall (a) acquire or
lease any real property or (b) acquire any intellectual property, securities
instruments, chattel paper or other personal property required to be delivered
to the Agent as Collateral hereunder or under any of the Collateral Documents,
the Borrower shall immediately notify the Agent of same. Each Credit Party shall
take such action as requested by the Agent and at its own expense, to ensure
that the Agent has a first priority perfected Lien in all owned real property
(and in such leased real property as requested by the Agent or the Required
Lenders) and all personal property of the Credit Parties (whether now owned or
hereafter acquired), subject only to Permitted Liens. Each

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<PAGE>   80

Credit Party shall adhere to the covenants regarding the location of personal
property as set forth in the Security Agreement.

                                    SECTION 8
                               NEGATIVE COVENANTS

         Each of the Credit Parties covenants and agrees that on the Closing
Date, and so long as this Credit Agreement is in effect and until the
Commitments have been terminated, no Obligations remain outstanding and all
amounts owing hereunder or in connection herewith, have been paid in full, no
member of the Consolidated Group shall:

         8.1      INDEBTEDNESS.

         Contract, create, incur, assume or permit to exist any Indebtedness,
except:

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

         (b) the Subordinated Debt, provided that such Indebtedness is
subordinated on terms and conditions satisfactory to the Agent;

         (c) Indebtedness set forth in Schedule 8.1, and renewals, refinancings
and extensions thereof on terms and conditions no less favorable than for such
existing Indebtedness;

         (d) Capital Lease Obligations and Indebtedness incurred, in each case,
to provide all or a portion of the purchase price or costs of construction of an
asset, provided that (i) such Indebtedness when incurred shall not exceed the
purchase price or cost of construction of such asset, (ii) no such Indebtedness
shall be refinanced for a principal amount in excess of the principal balance
outstanding thereon at the time of such refinancing, and (iii) the total amount
of all such Indebtedness shall not exceed $5,000,000 at any time outstanding;

         (e) Indebtedness and obligations of the Borrower in respect of Hedging
Agreements entered into in the ordinary course of business to manage existing or
anticipated risks and not for speculative purposes;

         (f) (i) unsecured intercompany Indebtedness owing by one Credit Party
to another Credit Party and (ii) unsecured intercompany Indebtedness owing by a
Credit Party to a Subsidiary of the Borrower which is not a Credit Party, in
each case to the extent permitted under Section 8.5 hereof;

         (g) following the payment in full of the Bridge Loans or NationsBridge
Term Loans with proceeds from the Permanent Securities, other unsecured
Indebtedness of the Borrower of up to $3,000,000 in the aggregate at any time
outstanding; and

         (h) Guaranty Obligations of Indebtedness permitted under this Section
8.1.

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<PAGE>   81

         8.2      LIENS.

         Contract, create, incur, assume or permit to exist any Lien with
respect to any of their respective property or assets of any kind (whether real
or personal, tangible or intangible), whether now owned or hereafter acquired,
except for Permitted Liens.

         8.3      NATURE OF BUSINESS.

         Engage in any business other than the business conducted by such member
of the Consolidated Group on the Closing Date and any businesses reasonably
related thereto.

         8.4      CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, CAPITAL
EXPENDITURES, ETC.

         (a) Dissolve, liquidate or wind up their affairs, except for the
dissolution and liquidation of a wholly-owned Subsidiary of a Credit Party where
the parent company Credit Party receives the assets of such Subsidiary;

         (b) Enter into any transaction of merger or consolidation; provided,
however, that, so long as no Default or Event of Default would be directly or
indirectly caused as a result thereof, a member of the Consolidated Group may
merge or consolidate with another member of the Consolidated Group, provided
that (A) if the Borrower is a party thereto, the Borrower shall be the surviving
corporation and (B) if one of the parties thereto is a Credit Party, such Credit
Party shall be the surviving corporation;

         (c) Sell, lease, transfer or otherwise dispose of any Property
(including without limitation pursuant to any sale/leaseback transaction or
securitization transaction ) other than (i) the sale of inventory in the
ordinary course of business for reasonable consideration, (ii) the sale or
disposition of machinery and equipment no longer used or useful in the conduct
of such Person's business, and (iii) other sales of assets (other than
inventory), provided that (A) after giving effect to such sale or other
disposition, the aggregate book value of assets sold or otherwise disposed of
pursuant to this clause (iii) in any given fiscal year does not exceed an amount
equal to $5,000,000 and (B) the proceeds from any such disposition are, within
360 days from the date of such disposition, reinvested in an asset similar to
the type transferred or disposed of pursuant to this Section 8.4(c)(iii); or

         (d) Except as otherwise permitted by Section 8.4(b) and Section 8.5
hereof, (i) acquire all or any portion of the capital stock or securities of any
other Person or (ii) purchase, lease or otherwise acquire (in a single
transaction or a series of related transactions) all or any substantial part of
the Property of any other Person.

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<PAGE>   82

         8.5      ADVANCES, INVESTMENTS AND LOANS.

         Lend money or extend credit or make advances to any Person, or purchase
or acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, or otherwise make an Investment in, any Person
except for Permitted Investments.

         8.6      TRANSACTIONS WITH AFFILIATES.

         Enter into or permit to exist any transaction or series of transactions
with any officer, director, shareholder, Subsidiary or Affiliate other than (i)
transactions permitted by this Credit Agreement, (ii) customary fees and
expenses paid to directors and (iii) where such transactions are on terms and
conditions substantially as favorable as would be obtainable in a comparable
arm's-length transaction with a Person other than an officer, director,
shareholder or Affiliate.

         8.7      OWNERSHIP OF EQUITY INTERESTS.

         Issue, sell, transfer, pledge or otherwise dispose of any partnership
interests, shares of capital stock or other equity or ownership interests
("Equity Interests") in any member of the Consolidated Group, except (i)
issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary
of such Credit Party, (ii) in connection with a transaction permitted by Section
8.4, (iii) as needed to qualify directors under applicable law and (iv) subject
to the terms hereof, the sale of equity interests in the Borrower to any Person.

         8.8      FISCAL YEAR.

         (i) Change its fiscal year end from the Sunday falling closest to
January 31st of each year, or (ii) amend, modify or change its articles of
incorporation (or corporate charter or other similar organizational document) or
bylaws (or similar document) in any manner that would reasonably be likely to
adversely affect the rights of the Lenders.

         8.9      PREPAYMENTS OF INDEBTEDNESS, ETC.

         (a) After the issuance thereof, amend or modify (or permit the
amendment or modification of), the terms of any other Indebtedness in a manner
adverse to the interests of the Lenders (including specifically shortening any
maturity or average life to maturity or requiring any payment sooner than
previously scheduled or increasing the interest rate or fees applicable thereto
or changing any subordination provisions thereof);

         (b) Make any prepayment, redemption, defeasance or acquisition for
value of (including without limitation, by way of depositing money or securities
with the trustee with respect thereto before due for the purpose of paying when
due), or refund, refinance or exchange of any Funded Debt, other than, so long
as no Default or Event of Default is in existence or would be caused as a result
thereof, (i) intercompany Indebtedness permitted hereunder and (ii) regularly
scheduled payments of principal and interest on such Funded Debt and (iii)
prepayment of the Bridge Loans or NationsBridge Term Loans with proceeds of the
Permanent Securities or

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<PAGE>   83

conversion of the Bridge Loans to NationsBridge Term Loans pursuant to the terms
of the Bridge Loan Agreement.

         8.10     RESTRICTED PAYMENTS.

         Make or permit any Restricted Payments.

         8.11     SALE LEASEBACKS.

         Directly or indirectly become or remain liable as lessee or as
guarantor or other surety with respect to any lease, whether an Operating Lease
or a Capital Lease, of any Property (whether real or personal or mixed), whether
now owned or hereafter acquired, (i) which such Person has sold or transferred
or is to sell or transfer to any other Person other than a Credit Party or (ii)
which such Person intends to use for substantially the same purpose as any other
Property which has been sold or is to be sold or transferred by such Person to
any other Person in connection with such lease.

         8.12     NO FURTHER NEGATIVE PLEDGES.

         Except with respect to prohibitions against other encumbrances on
specific Property encumbered to secure payment of particular Indebtedness (which
Indebtedness relates solely to such specific Property, and improvements and
accretions thereto, and is otherwise permitted hereby), no member of the
Consolidated Group will enter into, assume or become subject to any agreement
prohibiting or otherwise restricting the creation or assumption of any Lien upon
its properties or assets, whether now owned or hereafter acquired, or requiring
the grant of any security for such obligation if security is given for some
other obligation except (a) pursuant to this Credit Agreement and the other
Credit Documents and (b) pursuant to the Indenture.

         8.13     LICENSE AGREEMENTS.

         (a) Terminate, cancel or permit to expire the Kmart License Agreement
or the Wal*Mart License Agreement; or

         (b) permit the Consolidated Group to close a material number (as
determined by the Agent in its sole discretion or as determined by the Borrower)
of individual photography studios located in the United States in any single
fiscal year unless, after giving effect to such closings and any such prior
closings or other studio closings, determined as of the end of the next
succeeding fiscal quarter, the Borrower is able to establish to the satisfaction
of the Agent that the Borrower will be in compliance on a Pro Forma basis with
each of the financial covenants contained in Section 7.10 hereof.

         8.14     PAYMENT BLOCKAGE NOTICE.

         The Borrower (i) covenants and agrees that it will not give the Payment
Blockage Notice (as defined in the Indenture) without the consent of the
Required Lenders and (ii) hereby

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<PAGE>   84

designates and appoints the Agent, as attorney-in-fact of the Borrower,
irrevocably and with full power of substitution, to deliver any Payment Blockage
Notice (as defined in the Indenture) that the Borrower has the right to deliver
pursuant to the terms of the Indenture; provided that the foregoing appointment
shall terminate at such time as the Loans, together with interest, fees and
other obligations hereunder, have been paid in full and the Commitments
hereunder shall have terminated.


                                    SECTION 9
                                EVENTS OF DEFAULT

         9.1      EVENTS OF DEFAULT.

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

         (a) Payment.  Any Credit Party shall

                  (i) default in the payment when due of any principal of any of
         the Loans or of any reimbursement obligations arising from drawings
         under Letters of Credit, or

                  (ii) default, and such defaults shall continue for three (3)
         or more Business Days, in the payment when due of any interest on the
         Loans or on any reimbursement obligations arising from drawings under
         Letters of Credit, or of any Fees or other amounts owing hereunder,
         under any of the other Credit Documents or in connection herewith or
         therewith; or

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

         (c) Covenants.

                  (i) Default in the due performance or observance of any term,
         covenant or agreement contained in Section 7.3(a), 7.10, 7.14 or 8.1
         through 8.14, inclusive, or

                  (ii) Default in the due performance or observance by it of any
         term, covenant or agreement (other than those referred to in
         subsections (a), (b) or (c)(i) of this Section 9.1) contained in this
         Credit Agreement and such default shall continue unremedied for a
         period of at least 30 days after the earlier of a Responsible Officer
         of a Credit Party having knowledge of such default or notice thereof by
         the Agent; or

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<PAGE>   85

         (d) Other Credit Documents. (i) Any Credit Party shall default in the
due performance or observance of any material term, covenant or agreement in any
of the other Credit Documents (subject to applicable grace or cure periods, if
any), or (ii) any Credit Document shall fail to be in full force and effect or
to give the Agent and/or the Lenders any material part of the Liens, rights,
powers and privileges purported to be created thereby or any Credit Party shall
assert the same ; or

         (e) Guaranties. Except as to the Credit Party which is dissolved,
merged or consolidated out of existence as the result of or in connection with a
dissolution, merger or consolidation permitted by Section 8.4(a) or Section
8.4(b), the guaranty given by any Guarantor hereunder or any material provision
thereof shall cease to be in full force and effect, or any Guarantor hereunder
or any Person acting by or on behalf of such Guarantor shall deny or disaffirm
such Guarantor's obligations under such guaranty, or any Guarantor shall default
in the due performance or observance of any term, covenant or agreement on its
part to be performed or observed pursuant to any guaranty beyond any applicable
grace period; or

         (f) Bankruptcy, etc. Any Bankruptcy Event shall occur with respect to
any member of the Consolidated Group; or

         (g) Defaults under Other Agreements.

                  (i) There shall occur a default (beyond the applicable grace
         period with respect thereto, if any) under either the Kmart License
         Agreement or the Wal*Mart License Agreement, which default could
         reasonably be expected to have a Material Adverse Effect; or

                  (ii) With respect to any Indebtedness (other than Indebtedness
         outstanding under this Credit Agreement) in excess of $1,000,000 in the
         aggregate for the Consolidated Group taken as a whole, (A) any member
         of the Consolidated Group shall (1) default in any payment (beyond the
         applicable grace period with respect thereto, if any) with respect to
         any such Indebtedness, or (2) default in the observance or performance
         relating to such Indebtedness or contained in any instrument or
         agreement evidencing, securing or relating thereto, or any other event
         or condition shall occur or condition exist, the effect of which
         default or other event or condition is (after the giving of notice or
         lapse of time if required) to cause, or permit, the holder or holders
         of such Indebtedness (or trustee or agent on behalf of such holders) to
         cause any such Indebtedness to become due prior to its stated maturity;
         or (B) any such Indebtedness shall be declared due and payable, or
         required to be prepaid other than by a regularly scheduled required
         prepayment, prior to the stated maturity thereof; or

         (h) Judgments. One or more judgments or decrees shall have been entered
against one or more of the members of the Consolidated Group involving a
liability of $500,000 or more in the aggregate (to the extent not paid or fully
covered by insurance provided by a carrier who has acknowledged coverage and has
the ability to perform) and any such judgments or decrees shall

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<PAGE>   86

not have been vacated, discharged or stayed or bonded pending appeal within 30
days from the entry thereof; or

         (i) ERISA. Any of the following events or conditions, if such event or
condition could reasonably be expected to have a Material Adverse Effect: (1)
any "accumulated funding deficiency," as such term is defined in Section 302 of
ERISA and Section 412 of the Code, whether or not waived, shall exist with
respect to any Plan, or any lien shall arise on the assets of a member of the
Consolidated Group or any ERISA Affiliate in favor of the PBGC or a Plan; (2) an
ERISA Event shall occur with respect to a Single Employer Plan, which is, in the
reasonable opinion of the Agent, likely to result in the termination of such
Plan for purposes of Title IV of ERISA; (3) an ERISA Event shall occur with
respect to a Multiemployer Plan or Multiple Employer Plan, which is, in the
reasonable opinion of the Agent, likely to result in (i) the termination of such
Plan for purposes of Title IV of ERISA, or (ii) a member of the Consolidated
Group or any ERISA Affiliate incurring any liability in connection with a
withdrawal from, reorganization of (within the meaning of Section 4241 of
ERISA), or insolvency of (within the meaning of Section 4245 of ERISA) such
Plan; or (4) any prohibited transaction (within the meaning of Section 406 of
ERISA or Section 4975 of the Code) or breach of fiduciary responsibility shall
occur which may subject a member of the Consolidated Group or any ERISA
Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA
or Section 4975 of the Code, or under any agreement or other instrument pursuant
to which a member of the Consolidated Group or any ERISA Affiliate has agreed or
is required to indemnify any person against any such liability; or

         (j) Ownership. There shall occur, without the prior written consent of
the Lenders, which consent shall not be unreasonably withheld or delayed, a
Change of Control.

         (k) Subordinated Debt. (i) Any holder of the Subordinated Debt alleges
in writing (or any Governmental Authority with applicable jurisdiction
determines) that the Lenders are not holders of Senior Debt (as defined in the
Indenture) or (ii) the subordination provisions in the Indenture shall, in whole
or in part, terminate, cease to be effective or cease to be legally valid,
binding and enforceable against any holder of the Subordinated Debt.

         9.2      ACCELERATION; REMEDIES.

         Upon the occurrence of an Event of Default, and at any time thereafter,
the Agent shall, upon the request and direction of the Required Lenders, by
written notice to the Credit Parties take any of the following actions:

                  (i) Termination of Commitments. Declare the Commitments
         terminated whereupon the Commitments shall be immediately terminated.

                  (ii) Acceleration. Declare the unpaid principal of and any
         accrued interest in respect of all Loans, any reimbursement obligations
         arising from drawings under Letters of Credit and any and all other
         indebtedness or obligations of any and every kind owing by the Credit
         Parties to the Agent and/or any of the

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<PAGE>   87

         Lenders hereunder to be due whereupon the same shall be immediately due
         and payable without presentment, demand, protest or other notice of any
         kind, all of which are hereby waived by each of the Credit Parties.

                  (iii) Cash Collateral. Direct the Borrower to pay (and the
         Borrower agrees that upon receipt of such notice, or upon the
         occurrence of an Event of Default under Section 9.1(f), it will
         immediately pay) to the Agent additional cash, to be held by the Agent,
         for the benefit of the Lenders, in a cash collateral account as
         additional security for the LOC Obligations in respect of subsequent
         drawings under all then outstanding Letters of Credit in an amount
         equal to the maximum aggregate amount which may be drawn under all
         Letters of Credits then outstanding.

                  (iv) Enforcement of Rights. Enforce any and all rights and
         interests created and existing under the Credit Documents and all
         rights of set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section
9.1(f) shall occur, then the Commitments shall automatically terminate and all
Loans, all reimbursement obligations arising from drawings under Letters of
Credit, all accrued interest in respect thereof, all accrued and unpaid Fees and
other indebtedness or obligations owing to the Agent and/or any of the Lenders
hereunder automatically shall immediately become due and payable without
presentment, demand, protest or the giving of any notice or other action by the
Agent or the Lenders, all of which are hereby waived by the Credit Parties.


                                   SECTION 10
                                AGENCY PROVISIONS

         10.1     APPOINTMENT.

         Each Lender hereby designates and appoints NationsBank, N.A. as Agent
(in such capacity, the "Agent") of such Lender to act as specified herein and
the other Credit Documents, and each such Lender hereby authorizes the Agent as
the Agent for such Lender, to take such action on its behalf under the
provisions of this Credit Agreement and the other Credit Documents and to
exercise such powers and perform such duties as are expressly delegated by the
terms hereof and of the other Credit Documents, together with such other powers
as are reasonably incidental thereto. Each Lender further directs and authorizes
the Agent to execute releases (or similar agreements) to give effect to the
provisions of this Credit Agreement and the other Credit Documents.
Notwithstanding any provision to the contrary elsewhere herein and in the other
Credit Documents, the Agent shall not have any duties or responsibilities,
except those expressly set forth herein and therein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Credit Agreement or any of the other Credit Documents, or shall otherwise exist
against the Agent. The provisions of this Section are solely for the benefit of
the Agent and the Lenders and none of the Credit Parties shall have any rights
as a third party beneficiary of the provisions hereof. In performing its
functions and

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duties under this Credit Agreement and the other Credit Documents, the Agent
shall act solely as Agent of the Lenders and does not assume and shall not be
deemed to have assumed any obligation or relationship of agency or trust with or
for any Credit Party or any of their respective Affiliates.

         10.2     DELEGATION OF DUTIES.

         The Agent may execute any of its duties hereunder or under the other
Credit Documents by or through agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. The Agent
shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

         10.3     EXCULPATORY PROVISIONS.

         The Agent and its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall not be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection
herewith or in connection with any of the other Credit Documents (except for its
or such Person's own gross negligence or willful misconduct), or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any of the Credit Parties contained herein
or in any of the other Credit Documents or in any certificate, report, document,
financial statement or other written or oral statement referred to or provided
for in, or received by the Agent under or in connection herewith or in
connection with the other Credit Documents, or enforceability or sufficiency
therefor of any of the other Credit Documents, or for any failure of any Credit
Party to perform its obligations hereunder or thereunder. The Agent shall not be
responsible to any Lender for the effectiveness, genuineness, validity,
enforceability, collectability or sufficiency of this Credit Agreement, or any
of the other Credit Documents or for any representations, warranties, recitals
or statements made herein or therein or made by the Borrower or any Credit Party
in any written or oral statement or in any financial or other statements,
instruments, reports, certificates or any other documents in connection herewith
or therewith furnished or made by the Agent to the Lenders or by or on behalf of
the Credit Parties to the Agent or any Lender or be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained herein or therein or as to the use
of the proceeds of the Loans or the use of the Letters of Credit or of the
existence or possible existence of any Default or Event of Default or, except as
otherwise provided herein, to inspect the properties, books or records of the
Credit Parties or any of their respective Affiliates.

         10.4     RELIANCE ON COMMUNICATIONS.

         The Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to any of the Credit Parties, independent accountants and
other experts selected by the Agent with reasonable care). The Agent may deem
and treat the Lenders as the owner of their respective interests hereunder for
all purposes unless a written notice of assignment, negotiation or transfer
thereof

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<PAGE>   89

shall have been filed with the Agent in accordance with Section 11.3(b) hereof.
The Agent shall be fully justified in failing or refusing to take any action
under this Credit Agreement or under any of the other Credit Documents unless it
shall first receive such advice or concurrence of the Required Lenders as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder or
under any of the other Credit Documents in accordance with a request of the
Required Lenders (or to the extent specifically provided in Section 11.6, all
the Lenders) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders (including their successors and
assigns).

         10.5     NOTICE OF DEFAULT.

         The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless the Agent has
received notice from a Lender or a Credit Party referring to the Credit
Document, describing such Default or Event of Default and stating that such
notice is a "notice of default." In the event that the Agent receives such a
notice, the Agent shall give prompt notice thereof to the Lenders. The Agent
shall take such action with respect to such Default or Event of Default as shall
be reasonably directed by the Required Lenders.

         10.6     NON-RELIANCE ON AGENT AND OTHER LENDERS.

         Each Lender expressly acknowledges that each of the Agent and its
officers, directors, employees, agents, attorneys-in-fact or affiliates has not
made any representations or warranties to it and that no act by the Agent or any
affiliate thereof hereinafter taken, including any review of the affairs of any
Credit Party or any of their respective Affiliates, shall be deemed to
constitute any representation or warranty by the Agent to any Lender. Each
Lender represents to the Agent that it has, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, assets, operations, property, financial and other conditions,
prospects and creditworthiness of the Borrower, the other Credit Parties or
their respective Affiliates and made its own decision to make its Loans
hereunder and enter into this Credit Agreement. Each Lender also represents that
it will, independently and without reliance upon the Agent or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Credit Agreement, and to make such
investigation as it deems necessary to inform itself as to the business, assets,
operations, property, financial and other conditions, prospects and
creditworthiness of the Borrower, the other Credit Parties and their respective
Affiliates. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Agent hereunder, the Agent shall not have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, assets, property, financial or
other conditions, prospects or creditworthiness of the Borrower, the other
Credit Parties or any of their respective Affiliates which may come into the
possession of the Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.

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<PAGE>   90

         10.7     INDEMNIFICATION.

         The Lenders agree to indemnify the Agent in its capacity as such (to
the extent not reimbursed by the Borrower and without limiting the obligation of
the Borrower to do so), ratably according to their respective Commitments (or if
the Commitments have expired or been terminated, in accordance with the
respective principal amounts of outstanding Loans and Participation Interests of
the Lenders), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including without limitation at
any time following the final payment of all of the obligations of the Borrower
hereunder and under the other Credit Documents) be imposed on, incurred by or
asserted against the Agent in its capacity as such in any way relating to or
arising out of this Credit Agreement or the other Credit Documents or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the Agent under
or in connection with any of the foregoing; provided that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the gross negligence or willful misconduct of the Agent. If any
indemnity furnished to the Agent for any purpose shall, in the opinion of the
Agent, be insufficient or become impaired, the Agent may call for additional
indemnity and cease, or not commence, to do the acts indemnified against until
such additional indemnity is furnished. The agreements in this Section shall
survive the repayment of the Loans, LOC Obligations and other obligations under
the Credit Documents and the termination of the Commitments hereunder.

         10.8     AGENT IN ITS INDIVIDUAL CAPACITY.

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

         10.9     SUCCESSOR AGENT.

         The Agent may, at any time, resign upon 20 days' written notice to the
Lenders. Upon any such resignation, the Required Lenders and, unless a Default
or Event of Default has occurred and is continuing, the Borrower (such approval
not to be unreasonably withheld or delayed) shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the notice of resignation, then the retiring Agent shall select a successor
Agent provided such successor is a Lender hereunder or a commercial bank
organized under the laws of the United States of America or of any State thereof
and has a combined capital and surplus of at least $400,000,000 and is
reasonably acceptable to the Required Lenders. Upon the acceptance of any
appointment as Agent

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hereunder by a successor, such successor Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations as Agent, as appropriate, under this Credit Agreement and the other
Credit Documents and the provisions of this Section 10.9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Credit Agreement.


                                   SECTION 11
                                  MISCELLANEOUS

         11.1     NOTICES.

         Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (i) when
delivered, (ii) when transmitted via telecopy (or other facsimile device) to the
number set out below, (iii) the day following the day on which the same has been
delivered prepaid to a reputable national overnight air courier service, or (iv)
the third Business Day following the day on which the same is sent by certified
or registered mail, postage prepaid, in each case to the respective parties at
the address, in the case of the Borrower, Guarantors and the Agent, set forth
below, and, in the case of the Lenders, set forth on Schedule 2.1(a), or at such
other address as such party may specify by written notice to the other parties
hereto:

                  if to the Borrower or the Guarantors:

                           PCA INTERNATIONAL, INC.
                           815 Matthews-Mint Hill Road
                           Matthews, North Carolina  28105
                           Attn:  John Grosso, President
                           Telephone:  (704) 847-8011
                           Telecopy:   (704) 847-1548

                  with a copy to:

                           Paul, Weiss, Rifkind,
                           Wharton & Garrison
                           1285 Avenue of the Americas
                           New York, New York  10019
                           Attn:  Richard Borisoff
                           Telephone:  (212)373-3153


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<PAGE>   92

                           Telecopy:   (212)757-3990

                  if to the Agent:

                           NationsBank, N.A.
                           101 N. Tryon Street
                           Independence Center, 15th Floor
                           NC1-001-15-04
                           Charlotte, North Carolina  28255
                           Attn:  Agency Services
                           Telephone:  (704) 386-8388
                           Telecopy:   (704) 386-9923

                  with a copy to:

                           NationsBank, N.A.
                           NationsBank Corporate Center
                           100 North Tryon Street
                           Charlotte, North Carolina 28202-4003
                           Attn:  Agency Services
                           Telephone:  (704) 386-8388
                           Telecopy:   (704) 386-9923

         11.2     RIGHT OF SET-OFF.

         In addition to any rights now or hereafter granted under applicable law
or otherwise, and not by way of limitation of any such rights, upon the
occurrence and continuation of an Event of Default, each Lender is authorized at
any time and from time to time, without presentment, demand, protest or other
notice of any kind (all of which rights being hereby expressly waived to the
extent permitted by law), to set-off and to appropriate and apply any and all
deposits (general or special) and any other indebtedness at any time held or
owing by such Lender (including, without limitation branches, agencies or
Affiliates of such Lender wherever located) to or for the credit or the account
of any Credit Party against obligations and liabilities of such Person to such
Lender hereunder, under the Notes, the other Credit Documents or otherwise,
irrespective of whether such Lender shall have made any demand hereunder and
although such obligations, liabilities or claims, or any of them, may be
contingent or unmatured, and any such set-off shall be deemed to have been made
immediately upon the occurrence of an Event of Default even though such charge
is made or entered on the books of such Lender subsequent thereto. Any Person
purchasing a participation in the Loans and Commitments hereunder pursuant to
Section 3.13 or Section 11.3(d) may exercise all rights of set-off with respect
to its participation interest as fully as if such Person were a Lender
hereunder. Following the exercise of its rights under this Section 11.2, such
Lender shall make reasonable efforts to promptly notify the Borrower and/or the
relevant Credit Party.

         11.3     BENEFIT OF AGREEMENT.

         (a) This Credit Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto; provided that none of the

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Credit Parties may assign or transfer any of its interests and obligations
without prior written consent of the Lenders; provided further that the rights
of each Lender to transfer, assign or grant participations in its rights and/or
obligations hereunder shall be limited as set forth in this Section 11.3.

         (b) Each Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Credit Agreement (including,
without limitation, all or a portion of its Loans, its Notes, and its
Commitment); provided, however, that

                  (i) each such assignment shall be to an Eligible Assignee;

                  (v) except in the case of an assignment to another Lender or
         an assignment of all of a Lender's rights and obligations under this
         Credit Agreement, any such partial assignment shall be in an amount at
         least equal to $5,000,000 (or, if less, the remaining amount of the
         Commitment being assigned by such Lender) or an integral multiple of
         $1,000,000 in excess thereof;

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

                  (vii) the parties to such assignment shall execute and deliver
         to the Agent for its acceptance an Assignment and Acceptance in the
         form of Exhibit 11.3(b) hereto, together with any Note subject to such
         assignment and a processing fee of $3,500.

Upon execution, delivery, and acceptance of such Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Lender hereunder and
the assigning Lender shall, to the extent of such assignment, relinquish its
rights and be released from its obligations under this Credit Agreement. Upon
the consummation of any assignment pursuant to this Section 11.3(b), the
assignor, the Agent and the Borrower shall make appropriate arrangements so
that, if required, new Notes are issued to the assignor and the assignee. If the
assignee is not incorporated under the laws of the United States of America or a
state thereof, it shall deliver to the Borrower and the Agent certification as
to exemption from deduction or withholding of Taxes in accordance with Section
3.11.

         (c) The Agent shall maintain at its address referred to in Section 11.1
a copy of each Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses of the Lenders and the
Commitment of, and principal amount of the Loans owing to, each Lender from time
to time (the "Register"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrower, the Agent and
the Lenders may treat each Person whose name is recorded in the Register as a
Lender hereunder for all purposes of this Credit Agreement. The Register shall
be available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

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<PAGE>   94

         (d) Upon its receipt of an Assignment and Acceptance executed by the
parties thereto, together with any Note subject to such assignment and payment
of the processing fee, the Agent shall, if such Assignment and Acceptance has
been completed and is in substantially the form of Schedule 11.3(b) hereto, (i)
accept such Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the parties
thereto.

         (e) Each Lender may sell participations to one or more Persons in all
or a portion of its rights, obligations or rights and obligations under this
Credit Agreement (including all or a portion of its Commitment or its Loans);
provided, however, that (i) such Lender's obligations under this Credit
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the participant shall be entitled to the benefit of the yield protection
provisions contained in Sections 3.7 through 3.12, inclusive, and the right of
set-off contained in Section 11.2, and (iv) the Borrower shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Credit Agreement, and such Lender shall retain the sole
right to enforce the obligations of the Borrower relating to its Loans and its
Notes and to approve any amendment, modification, or waiver of any provision of
this Credit Agreement (other than amendments, modifications, or waivers
decreasing the amount of principal of or the rate at which interest is payable
on such Loans or Notes, extending any scheduled principal payment date or date
fixed for the payment of interest on such Loans or Notes, or extending its
Commitment).

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

         (g) Any Lender may furnish any information concerning the Borrower or
any of its Subsidiaries in the possession of such Lender from time to time to
assignees and participants (including prospective assignees and participants),
subject, however, to the provisions of Section 11.14 hereof.

         11.4     NO WAIVER; REMEDIES CUMULATIVE.

         No failure or delay on the part of the Agent or any Lender in
exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between the Agent or any Lender and any of the
Credit Parties shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder or under any other
Credit Document preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder or thereunder. The rights and
remedies provided herein are cumulative and not exclusive of any rights or
remedies which the Agent or any Lender would otherwise have. No notice to or
demand on any Credit Party in any case shall entitle the Borrower or any other
Credit Party to any other or further notice or demand in similar or other
circumstances or constitute a

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<PAGE>   95

waiver of the rights of the Agent or the Lenders to any other or further action
in any circumstances without notice or demand.

         11.5     PAYMENT OF EXPENSES, ETC.

         The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and
expenses (A) of the Agent in connection with the negotiation, preparation,
execution and delivery and administration of this Credit Agreement and the other
Credit Documents and the documents and instruments referred to therein
(including, without limitation, the reasonable fees and expenses of Moore & Van
Allen, PLLC, special counsel to the Agent) and any amendment, waiver or consent
relating hereto and thereto including, but not limited to, any such amendments,
waivers or consents resulting from or related to any work-out, renegotiation or
restructure relating to the performance by the Credit Parties under this Credit
Agreement and (B) of the Agent and the Lenders in connection with enforcement of
the Credit Documents and the documents and instruments referred to therein as a
result of the occurrence of a Default or Event of Default (including, without
limitation, in connection with any such enforcement, the reasonable fees and
disbursements of counsel for the Agent and each of the Lenders); (ii) pay and
hold the Agent harmless from and against all reasonable fees, costs and expenses
(including reasonable fees of employees of the Agent or its Affiliates) of
"field audits" of inventory conducted as provided in Section 7.8(b) at any time
a Default or Event of Default then exists; (iii) pay and hold each of the
Lenders harmless from and against any and all present and future stamp and other
similar taxes with respect to the foregoing matters and save each of the Lenders
harmless from and against any and all liabilities with respect to or resulting
from any delay or omission (other than to the extent attributable to such
Lender) to pay such taxes; and (iv) indemnify each Lender, its officers,
directors, trustees, employees, representatives, advisors and agents from and
hold each of them harmless against any and all losses, liabilities, claims,
damages or expenses (including, without limitation, reasonable attorneys' fees
and expenses) incurred by any of them as a result of, or arising out of, or in
any way related to, or by reason of (A) any investigation, litigation or other
proceeding (whether or not any Lender is a party thereto) related to the
entering into and/or performance of any Credit Document or the use of proceeds
of any Loans (including other extensions of credit) hereunder or the
consummation of any other transactions (including without limitation the Merger)
contemplated in any Credit Document, including, without limitation, the
reasonable fees and disbursements of counsel incurred in connection with any
such investigation, litigation or other proceeding or (B) the presence or
Release of any Materials of Environmental Concern at, under or from any Property
owned, operated or leased by the Borrower or any of its Subsidiaries, or the
failure by the Borrower or any of its Subsidiaries to comply with any
Environmental Law (but excluding, in the case of either of clause (A) or (B)
above, any such losses, liabilities, claims, damages or expenses to the extent
incurred by reason of gross negligence or willful misconduct on the part of the
Person to be indemnified).

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<PAGE>   96

         11.6     AMENDMENTS, WAIVERS AND CONSENTS.

         Neither this Credit Agreement nor any other Credit Document nor any of
the terms hereof or thereof may be amended, changed, waived, discharged or
terminated unless such amendment, change, waiver, discharge or termination is in
writing entered into by, or approved in writing by, the Required Lenders and the
Borrower, provided, however, that:

         (a) no such amendment, change, waiver, discharge or termination shall,
without the consent of each Lender directly affected thereby, (i) reduce the
rate or extend the time of payment of interest (other than as a result of
waiving the applicability of any post-default increase in interest rates) on any
Loan or fees hereunder, (ii) extend (A) the termination date of the Commitments
of such Lender, (B) the maturity of any Loan, or any portion or installment
thereof, or (C) the time of payment of any reimbursement obligation, or any
portion thereof, arising from drawings under Letters of Credit, or (iii) reduce
the principal amount on any Loan;

         (b) no such amendment, change, waiver, discharge or termination shall,
without the consent of each Lender affected thereby, (i) increase the Commitment
of such Lender over the amount thereof in effect (it being understood and agreed
that a waiver of any Default or Event of Default or of a mandatory reduction in
the total commitments shall not constitute a change in the terms of any
Commitment of any Lender), (ii) release all or any substantial portion of the
collateral pledged to secure the Obligations hereunder or release any Material
Guarantor from the guaranty obligations hereunder, (iii) amend, modify or waive
any provision of this Section 11.6 or Section 3.6, 3.10, 3.11, 3.12, 3.13,
9.1(a), 11.2, 11.3, 11.5 or 11.9, (iv) reduce any percentage specified in, or
otherwise modify, the definition of "Required Lenders," or (v) consent to the
assignment or transfer by the Borrower or any other Credit Party of any of its
rights and obligations under (or in respect of) the Credit Documents to which it
is a party;

         (c) no provision of Section 2.2 may be amended without the consent of
the Issuing Lender and no provision of Section 10 may be amended without the
consent of the Agent; and

         (d) without the consent of the Lenders holding in the aggregate more
than 50% of the outstanding Tranche A Term Loans and more than 50% of the
outstanding Tranche B Term Loans, extend the time for or the amount or the
manner of application of proceeds of any mandatory prepayment required by
Section 3.3(b)(ii), (iii), (iv) or (v) hereof.

         11.7     COUNTERPARTS.

         This Credit Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. It shall not be necessary in
making proof of this Credit Agreement to produce or account for more than one
such counterpart.

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         11.8     HEADINGS.

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

         11.9     SURVIVAL.

         All indemnities set forth herein, including, without limitation, in
Section 2.2(i), 3.9, 10.7 or 11.5 shall survive the execution and delivery of
this Credit Agreement, the making of the Loans, the issuance of the Letters of
Credit, the repayment of the Loans, LOC Obligations and other obligations under
the Credit Documents and the termination of the Commitments hereunder, and all
representations and warranties made by the Credit Parties herein shall survive
delivery of the Notes and the making of the Loans hereunder.

         11.10    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

         (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Any legal action or proceeding with respect to this Credit Agreement or any
other Credit Document may be brought in the courts of the State of North
Carolina in Mecklenburg County, or of the United States for the Western District
of North Carolina, and, by execution and delivery of this Credit Agreement, each
of the Credit Parties hereby irrevocably accepts for itself and in respect of
its property, generally and unconditionally, the nonexclusive jurisdiction of
such courts. Each of the Credit Parties further irrevocably consents to the
service of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to it at the address set out for notices pursuant to Section
11.1, such service to become effective three (3) days after such mailing.
Nothing herein shall affect the right of the Agent to serve process in any other
manner permitted by law or to commence legal proceedings or to otherwise proceed
against any Credit Party in any other jurisdiction.

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

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

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CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

         11.11    SEVERABILITY.

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

         11.12    ENTIRETY.

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

         11.13    BINDING EFFECT; TERMINATION.

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

         (b) The term of this Credit Agreement shall be until no Loans, LOC
Obligations or any other amounts payable hereunder or under any of the other
Credit Documents shall remain outstanding and until all of the Commitments
hereunder shall have expired or been terminated.

         11.14    CONFIDENTIALITY.

         The Agent and each Lender (each, a "Lending Party") agrees to keep
confidential any information furnished or made available to it by the Borrower
pursuant to this Credit Agreement that is marked confidential; provided that
nothing herein shall prevent any Lending Party from disclosing such information
(a) to any other Lending Party or any Affiliate of any Lending Party, or any
officer, director, trustee, employee, agent, or advisor of any Lending Party or
Affiliate of any Lending Party, (b) to any other Person if reasonably incidental
to the administration of the credit facility provided herein, (c) as required by
any law, rule, or regulation, (d) upon the order of any court or administrative
agency, (e) upon the demand of any regulatory agency (including any
self-regulatory organization) or authority, (f) that is or becomes available to
the public or that is or becomes available to any Lending Party other than as a
result of a disclosure by any Lending Party prohibited by this Credit Agreement,
(g) in connection with any litigation to which such Lending Party or any of its
Affiliates may be a party to the extent actually required, (h) to the extent
necessary in connection with the exercise of any remedy under this Credit

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<PAGE>   99

Agreement or any other Credit Document, and (i) subject to provisions
substantially similar to those contained in this Section 11.14, to any actual or
proposed participant or assignee.

         11.15    SOURCE OF FUNDS.

         Each of the Lenders hereby represents and warrants to the Borrower that
at least one of the following statements is an accurate representation as to the
source of funds to be used by such Lender in connection with the financing
hereunder:

         (a) no part of such funds constitutes assets allocated to any separate
account maintained by such Lender in which any employee benefit plan (or its
related trust) has any interest;

         (b) to the extent that any part of such funds constitutes assets
allocated to any separate account maintained by such Lender, such Lender has
disclosed to the Borrower the name of each employee benefit plan whose assets in
such account exceed 10% of the total assets of such account as of the date of
such purchase (and, for purposes of this subsection (b), all employee benefit
plans maintained by the same employer or employee organization are deemed to be
a single plan);

         (c) to the extent that any part of such funds constitutes assets of an
insurance company's general account, such insurance company has complied with
all of the requirements of the regulations issued under Section 401(c)(1)(A) of
ERISA; or

         (d) such funds constitute assets of one or more specific benefit plans
which such Lender has identified in writing to the Borrower.

As used in this Section 11.15, the terms "employee benefit plan" and "separate
account" shall have the respective meanings assigned to such terms in Section 3
of ERISA.

         11.16    CONFLICT.

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

                           [Signature Page to Follow]


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<PAGE>   100


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

BORROWER:                           PCA INTERNATIONAL, INC.,
                                    a North Carolina corporation

                                    By: /s/ John Grosso
                                    Name: John Grosso
                                    Title: President


GUARANTORS:                         PCA PHOTO CORPORATION OF
                                    CANADA, INC., a North Carolina corporation

                                    PCA SPECIALTY RETAIL PHOTO
                                    CORPORATION, INC.,
                                    a North Carolina corporation

                                    PHOTO CORPORATION OF AMERICA,
                                    a North Carolina corporation

                                    PCA NATIONAL, INC.,
                                    a North Carolina corporation

                                    AMERICAN STUDIOS, INC.
                                    a North Carolina corporation


                                    By:  /s/ John Grosso
                                    Name: John Grosso
                                    Title: President of each of the above-named
                                           Guarantors

<PAGE>   101


LENDERS:                            NATIONSBANK, N. A.,
                                    individually in its capacity as a
                                    Lender and in its capacity as Agent

                                    By:  /s/ John E. Ball
                                    Name: John E. Ball
                                    Title: SVP



                                    U.S. BANK NATIONAL ASSOCIATION

                                    By:  /s/ Elliot Jaffee
                                    Name: Elliot Jaffee
                                    Title: Vice President



                                    MERCANTILE BANK NATIONAL ASSOCIATION

                                    By:  /s/ Juli K. Wisniewski
                                    Name: Juli K. Wisniewski
                                    Title: Assistant Vice President



                                    CREDITANSTALT CORPORATE FINANCE, INC.

                                    By:   /s/ Carl G. Drake
                                    Name: Carl G. Drake
                                    Title: Vice President

                                    By:   /s/ Stephen W. Hipp
                                    Name: Stephen W. Hipp
                                    Title: Associate


                                    LTCB TRUST COMPANY

                                    By:   /s/ Rebecca J. S. Silbert
                                    Name: Rebecca J. S. Silbert
                                    Title: SVP



                                    CENTURA BANK

                                    By:   /s/ Gregory S. Greer
                                    Name: Gregory S. Greer
                                    Title: Corporate Banking Officer


                                    THE ING CAPITAL SENIOR SECURED HIGH
                                    INCOME FUND, L.P.
                                    by: ING Capital Advisors, Inc., as 
                                    Investment Advisor

                                    By:  /s/ Jane Musser Nelson
                                    Name: Jane M. Nelson
                                    Title: Senior Vice President


                                    MORGAN STANLEY DEAN WITTER PRIME
                                    INCOME TRUST

                                    By:  /s/ Peter Gewirtz
                                    Name: Peter Gewirtz
                                    Title: Authorized Signatory


                                    PARIBAS CAPITAL FUNDING LLC

                                    By:   /s/ M. S. Alexander
                                    Name: M. S. Alexander
                                    Title: Director