<PAGE>   1
                                                                    EXHIBIT 4.3









                                CREDIT AGREEMENT

                          DATED AS OF NOVEMBER 1, 1999

                                     AMONG

                        CLEAR COMMUNICATIONS GROUP, INC.
                                  AS BORROWER

                             CLEAR HOLDINGS, INC.,
                               TWR TELECOM, INC.,
                              TWR LIGHTING, INC.,
                             ROOKER TOWER COMPANY,
                        CLEAR PROGRAM MANAGEMENT, INC.,
                           SPECIALTY DRILLING, INC.,
                    CELLULAR TECHNOLOGY INTERNATIONAL, INC.,
                   COMMUNICATIONS DEVELOPMENT SYSTEMS, INC.,
                            CLEAR TOWER CORPORATION
                                      AND
                                  ISDC, INC.,
                            AS AFFILIATE GUARANTORS

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

                         THE LENDERS FROM TIME TO TIME
                                  PARTY HERETO

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

                                      AND

                              WACHOVIA BANK, N.A.
                            AS AGENT AND AS A LENDER


<PAGE>   2



                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE


<S>      <C>      <C>                                                                                           <C>
SECTION 1         AMOUNTS AND TERMS OF LOANS......................................................................2
         1.1      Loans...........................................................................................2
         1.2      Interest and Related Fees.......................................................................8
         1.3      Payments and Prepayments.......................................................................12
         1.4      Term of the Agreement..........................................................................14
         1.5      Loan Accounts..................................................................................14
         1.6      Capital Adequacy and Other Adjustments.........................................................14
         1.7      Taxes..........................................................................................15
         1.8      Optional Prepayment/Replacement of Lender in Respect of
                  Increased Costs................................................................................16
         1.9      Voluntary Termination or Reduction of Certain Commitments......................................17
         1.10     Affiliate Guaranty.............................................................................17
SECTION 2         AFFIRMATIVE COVENANTS..........................................................................20
         2.1      Compliance With Laws...........................................................................20
         2.2      Maintenance of Properties; Insurance...........................................................21
         2.3      Inspections....................................................................................21
         2.4      Corporate or Company Existence, Etc............................................................22
         2.5      Further Assurances.............................................................................22
         2.6      Year 2000 Compatibility........................................................................22
         2.7      Pledge of Stock................................................................................22
         2.8      Conforming Leasehold Interests; Matters Relating to Additional
                  Real Property Collateral.......................................................................22
         2.9      Interest Rate Protection.......................................................................25
         2.10     Life Insurance.................................................................................25
         2.11     Motor Vehicles.................................................................................25
SECTION 3         NEGATIVE COVENANTS.............................................................................25
         3.1      Indebtedness...................................................................................26
         3.2      Liens and Related Matters......................................................................26
         3.3      Investments; Joint Ventures....................................................................28
         3.4      Contingent Obligations.........................................................................29
         3.5      Restricted Junior Payments.....................................................................31
         3.6      Restriction on Fundamental Changes.............................................................31
         3.7      Disposal of Assets or Subsidiary Stock.........................................................32
         3.8      Transactions with Affiliates...................................................................32
         3.9      Management Fees and Compensation...............................................................33
         3.10     Conduct of Business............................................................................33
         3.11     Changes Relating to Subordinated Indebtedness..................................................33
         3.12     Fiscal Year....................................................................................33
         3.13     Subsidiaries...................................................................................33
SECTION 4         FINANCIAL REPORTING/COVENANTS..................................................................34
         4.1      Financial Statements and Other Reports.........................................................34
</TABLE>


<PAGE>   3


<TABLE>

<S>      <C>      <C>                                                                                           <C>
         4.2      Financial Covenants............................................................................36
         4.3      Accounting Terms; Utilization of GAAP for Purposes of
                  Calculations Under Agreement...................................................................38
SECTION 5         REPRESENTATIONS AND WARRANTIES.................................................................38
         5.1      Disclosure.....................................................................................38
         5.2      No Material Adverse Effect.....................................................................38
         5.3      No Default.....................................................................................39
         5.4      Organization, Powers, Capitalization and Good Standing.........................................39
         5.5      Financial Statements...........................................................................40
         5.6      Intellectual Property..........................................................................40
         5.7      Investigations, Audits, Etc....................................................................40
         5.8      Employee Matters...............................................................................40
         5.9      Financial Condition and Solvency...............................................................41
         5.10     Subsidiaries...................................................................................41
         5.11     Capitalization/Acquisition Transactions........................................................41
         5.12     Compliance with Laws and Agreements............................................................41
         5.13     Litigation and Environmental Matters...........................................................42
SECTION 6         DEFAULT, RIGHTS AND REMEDIES...................................................................42
         6.1      Event of Default...............................................................................42
         6.2      Suspension of Commitments......................................................................46
         6.3      Acceleration...................................................................................46
         6.4      Performance by Agent...........................................................................46
SECTION 7         CONDITIONS TO LOANS............................................................................46
         7.1      Conditions to Initial Loans....................................................................47
         7.2      Conditions to All Loans........................................................................51
SECTION 8         ASSIGNMENT AND PARTICIPATION...................................................................52
         8.1      Assignments and Participations in Loans and Notes..............................................52
         8.2      Agent..........................................................................................53
         8.3      Amendments, Consents and Waivers for Certain Actions...........................................57
         8.4      Set Off and Sharing of Payments................................................................57
         8.5      Disbursement of Funds..........................................................................57
         8.6      Disbursements of Advances; Payment.............................................................58
         8.7      Documentation Agent and Syndication Agent......................................................60
SECTION 9         MISCELLANEOUS..................................................................................60
         9.1      Indemnities....................................................................................60
         9.2      Amendments and Waivers.........................................................................61
         9.3      Notices........................................................................................61
         9.4      Failure or Indulgence Not Waiver; Remedies Cumulative..........................................62
         9.5      Marshalling; Payments Set Aside................................................................63
         9.6      Severability...................................................................................63
         9.7      Lenders' Obligations Several; Independent Nature of Lenders' Rights............................63
         9.8      Headings.......................................................................................63
         9.9      Applicable Law.................................................................................63
         9.10     Successors and Assigns.........................................................................63
         9.11     No Fiduciary Relationship......................................................................63
</TABLE>


                                     -ii-
<PAGE>   4


<TABLE>

<S>      <C>      <C>                                                                                           <C>
         9.12     Construction...................................................................................63
         9.13     Confidentiality................................................................................64
         9.14     Consent to Jurisdiction and Service of Process.................................................64
         9.15     Waiver of Jury Trial...........................................................................64
         9.16     Survival of Warranties and Certain Agreements..................................................65
         9.17     Entire Agreement...............................................................................65
         9.18     Counterparts; Effectiveness....................................................................65
         9.19     Press Release; Public Offering Materials.......................................................65
         9.20     Expenses and Attorneys Fees....................................................................66
SECTION 10        DEFINITIONS....................................................................................66
         10.1     Certain Defined Terms..........................................................................66
         10.2     Other Definitional Provisions..................................................................87
</TABLE>


                                     -iii-
<PAGE>   5
                                CREDIT AGREEMENT


         PREAMBLE. This CREDIT AGREEMENT, dated as of November 1, 1999 (the
"Closing Date"), is made and entered into by and among CLEAR COMMUNICATIONS
GROUP, INC., a Georgia corporation ("Borrower"); CLEAR HOLDINGS, INC., a
Georgia corporation and sole shareholder of Borrower ("Parent"); TWR TELECOM,
INC., a Texas corporation and wholly-owned Subsidiary of Borrower ("TWR"); TWR
LIGHTING, INC., a Texas corporation and wholly-owned Subsidiary of TWR ("TLI");
ROOKER TOWER COMPANY, a Tennessee corporation and wholly-owned Subsidiary of
TWR ("RTC"); CLEAR PROGRAM MANAGEMENT, INC., a Georgia corporation and
wholly-owned Subsidiary of Borrower ("CPM"); SPECIALTY DRILLING, INC., a Texas
corporation and wholly-owned Subsidiary of Borrower ("SDI"); CELLULAR
TECHNOLOGY INTERNATIONAL, INC., a Missouri corporation and wholly-owned
Subsidiary of Borrower ("CTI"); COMMUNICATIONS DEVELOPMENT SYSTEMS, INC., a New
Jersey corporation and wholly-owned Subsidiary of Borrower ("CDS"); CLEAR TOWER
CORPORATION, a Georgia corporation and wholly-owned Subsidiary of Borrower
("Tower"); and ISDC, INC., a Georgia corporation and wholly-owned Subsidiary of
Borrower ("ISD"; Parent, TWR, TLI, RTC, CPM, SDI, CTI, CDS, Tower and ISD,
together with each other Subsidiary or other Affiliate of Borrower which,
pursuant to the operation and effect of Section 3.13 below, hereafter becomes a
guarantor of the Obligations, hereinafter called, collectively, the "Affiliate
Guarantors" and, individually, an "Affiliate Guarantor"); each Lender (as
hereinafter defined) from time to time party to this Agreement; and WACHOVIA
BANK, N.A., a national banking association (in its individual capacity,
"Wachovia"), as a Lender (as hereinafter defined), and as agent for each Lender
from time to time party to this Agreement (Wachovia, acting in such capacity,
hereinafter sometimes called "Agent"). Capitalized terms used in this
Agreement, and not otherwise expressly defined herein, shall have the meanings
given to such terms in Section 10.


                                R E C I T A L S:

         WHEREAS, Borrower has applied to Lenders for certain financial
accommodations in order to facilitate the Current Acquisitions (as hereinafter
defined), supplement working capital and for certain related purposes, all as
more particularly described below; and

         WHEREAS, Lenders have agreed to extend such financial accommodations
to Borrower for such purposes in the manner and subject to the terms and
conditions set forth below; and

         WHEREAS, Affiliate Guarantors will obtain direct and material economic
benefits from such financial accommodations being made available to Borrower
pursuant hereto, and have agreed to join with Borrower in executing this
Agreement in order to provide their credit support in respect thereof;

<PAGE>   6


                                CREDIT AGREEMENT


                  PREAMBLE. This CREDIT AGREEMENT, dated as of November 1, 1999
(the "Closing Date"), is made and entered into by and among CLEAR
COMMUNICATIONS GROUP, INC., a Georgia corporation ("Borrower"); CLEAR HOLDINGS,
INC., a Georgia corporation and sole shareholder of Borrower ("Parent"); TWR
TELECOM, INC., a Texas corporation and wholly-owned Subsidiary of Borrower
("TWR"); TWR LIGHTING, INC., a Texas corporation and wholly-owned Subsidiary of
TWR ("TLI"); ROOKER TOWER COMPANY, a Tennessee corporation and wholly-owned
Subsidiary of TWR ("RTC"); CLEAR PROGRAM MANAGEMENT, INC., a Georgia
corporation and wholly-owned Subsidiary of Borrower ("CPM"); SPECIALTY
DRILLING, INC., a Texas corporation and wholly-owned Subsidiary of Borrower
("SDI"); CELLULAR TECHNOLOGY INTERNATIONAL, INC., a Missouri corporation and
wholly-owned Subsidiary of Borrower ("CTI"); COMMUNICATIONS DEVELOPMENT
SYSTEMS, INC., a New Jersey corporation and wholly-owned Subsidiary of Borrower
("CDS"); CLEAR TOWER CORPORATION, a Georgia corporation and wholly-owned
Subsidiary of Borrower ("Tower"); and ISDC, INC., a Georgia corporation and
wholly-owned Subsidiary of Borrower ("ISD"; Parent, TWR, TLI, RTC, CPM, SDI,
CTI, CDS, Tower and ISD, together with each other Subsidiary or other Affiliate
of Borrower which, pursuant to the operation and effect of Section 3.13 below,
hereafter becomes a guarantor of the Obligations, hereinafter called,
collectively, the "Affiliate Guarantors" and, individually, an "Affiliate
Guarantor"); each Lender (as hereinafter defined) from time to time party to
this Agreement; and WACHOVIA BANK, N.A., a national banking association (in its
individual capacity, "Wachovia"), as a Lender (as hereinafter defined), and as
agent for each Lender from time to time party to this Agreement (Wachovia,
acting in such capacity, hereinafter sometimes called "Agent"). Capitalized
terms used in this Agreement, and not otherwise expressly defined herein, shall
have the meanings given to such terms in Section 10.


                                R E C I T A L S:

                  WHEREAS, Borrower has applied to Lenders for certain
financial accommodations in order to facilitate the Current Acquisitions (as
hereinafter defined), supplement working capital and for certain related
purposes, all as more particularly described below; and

                  WHEREAS, Lenders have agreed to extend such financial
accommodations to Borrower for such purposes in the manner and subject to the
terms and conditions set forth below; and

                  WHEREAS, Affiliate Guarantors will obtain direct and material
economic benefits from such financial accommodations being made available to
Borrower pursuant hereto, and have agreed to join with Borrower in executing
this Agreement in order to provide their credit support in respect thereof;


<PAGE>   7


                  NOW, THEREFORE, in consideration of the foregoing recitals
and the agreements, provisions and covenants herein contained, the receipt and
sufficiency of which are hereby acknowledged, Borrower, Affiliate Guarantors,
Lenders and Agent, each intending to be legally bound, hereby acknowledge,
covenant and agree as follows:


                                   SECTION 1
                           AMOUNTS AND TERMS OF LOANS

                  1.1 Loans. Subject to the terms and conditions of this
Agreement, including, particularly, satisfaction of all those conditions
precedent set forth in Sections 7.1 and 7.2, and in reliance upon the
representations and warranties of each Loan Party contained herein and in each
Loan Document:

                  (A) Term Loan. Each Lender agrees, severally and not jointly,
to lend to Borrower on the Closing Date, its Pro Rata Share of a term loan (the
"Term Loan") in the aggregate principal amount of Ten Million Five Hundred
Thousand Dollars ($10,500,000), in a maximum amount for each Lender of its
"Term Loan Commitment" as specified opposite its name on its signature page to
this Agreement (as each of the same may be reduced or added to pursuant hereto
or to a Lender Addition Agreement, herein called, individually, as to each
Lender, its "Term Loan Commitment" and, collectively, as to all Lenders, their
"Term Loan Commitments"). The Term Loan shall be disbursed in a lump sum on the
Closing Date. Amounts borrowed under this subsection 1.1(A) and repaid may not
be reborrowed. The proceeds of the Term Loan shall be used, in part, together
with Borrower's own funds and funds received from the Junior Capital Infusion,
to finance the payment of the Current Acquisitions Closing Costs and to
refinance outstanding Indebtedness under the Existing Credit Agreement.
Borrower shall repay the Term Loan through periodic payments of principal on
the dates and in the amounts indicated below:

<TABLE>
<CAPTION>
                  Installment Nos.                         Installment Amounts
                  ----------------                         -------------------
                  <S>                                      <C>
                  1 through and including 12                    $ 83,400.00
                  13 through and including 24                   $166,667.00
                  25 through and including 36                   $208,333.00
                  37 through and including 48                   $208,333.00
                  49 through and including 56                   $208,333.00
                  57                                            Balance Due
</TABLE>

with the first such installment (Installment No. 1 above) being due and payable
on February 1, 2000, and each subsequent installment being due and payable on
the first day of each succeeding calendar month, except that the final such
installment (Installment No. 57 above) shall be due and payable (if not sooner
paid) on the Expiry Date, and shall be in any event in that amount, whether
more or less, necessary to pay in full the then entire principal balance of the
Term Loan (the "Balance Due"). The Term Loan shall also be subject to mandatory
prepayment, and may be voluntarily prepaid, subject to and in accordance with
the terms of Sections 1.3(B) and 6.3.


                                      -2-
<PAGE>   8


                  (B) Revolving Loans. Each Lender agrees, severally and not
jointly, to lend to Borrower during the period from the Closing Date to (but
excluding) the Expiry Date its Pro Rata Share of any Loans requested by
Borrower to be made by Lenders under this Section 1.1(B) during such period, up
to an aggregate maximum amount for each Lender of its "Revolving Loan
Commitment" as specified opposite its name on its signature page, and up to an
aggregate maximum amount for all Lenders of Eleven Million Five Hundred
Thousand Dollars ($11,500,000) (as each of the same may be reduced or added to
pursuant hereto or to a Lender Addition Agreement, herein called, individually,
as to each Lender, its "Revolving Loan Commitment," and, collectively, as to
all Lenders, their "Revolving Loan Commitments") and, subject to the terms and
conditions of Section 1.1(C), to permit Borrower to obtain Letters of Credit
from time to time; provided, however, that the maximum amount of Loans which
may be outstanding hereunder at any one time, when aggregated with all then
outstanding L/C Exposure, shall not exceed the lesser of: (i) the aggregate
Revolving Loan Commitments or (ii) the Maximum Lending Multiple, as defined
below in this Section 1.1(B) (the lesser amount so determined hereinafter
sometimes referred to as the "Maximum Revolving Loan Balance"). Loans
outstanding from time to time made pursuant to the Revolving Loan Commitments
are sometimes called herein "Revolving Loans". Revolving Loans may be borrowed,
repaid and reborrowed, but, subject to earlier payment in accordance with the
provisions of the last paragraph of this Section 1.1(B) and Section 6.3, shall
be repaid in full on the Expiry Date, on which date the Revolving Loan
Commitments shall cease to be effective and no Revolving Loans may be obtained.
The proceeds of the initial Revolving Loans, to be made on the Closing Date,
shall be used, in part, together with Borrower's own funds and funds received
from the Junior Capital Infusion, to finance payment of the Current
Acquisitions Closing Costs and to refinance outstanding Indebtedness under the
Existing Credit Agreement. The proceeds of subsequent Revolving Loans shall be
used to supplement Borrower's or its Subsidiaries' working capital, to finance
their making of Capital Expenditures and for other general corporate purposes
of Borrower and its Subsidiaries consistent with the terms and conditions of
this Agreement; provided, however, that, unless otherwise may be approved in
writing by Agent and all Lenders, in their sole discretion, from time to time,
no proceeds of any Revolving Loan shall be used to finance, in whole or in
part, an Approved Acquisition. Written or telephonic notice must be provided to
Agent by Borrower by 11:00 a.m. (Atlanta time), on the Business Day that such
Revolving Loan is requested to be made, in the case of any Revolving Loan
requested to be made as a Base Rate Loan, and by 11:00 a.m. (Atlanta time) on
the third Business Day prior to the Business Day, in the case of any Revolving
Loan requested to be made as a LIBOR Loan. All Revolving Loans requested
telephonically by Borrower must be confirmed in writing by Borrower to Agent
within one (1) Business Day. Each such written notice (or written confirmation
of telephonic notice) shall be made in substantially the form of the "Notice of
Borrowing" annexed hereto as EXHIBIT A. As used in this Section 1.1(B), the
"Maximum Lending Multiple" shall mean Eleven Million Three Hundred Fifty-Six
Thousand Nine Hundred Sixty-Six and No/100 Dollars ($11,356,966) initially,
i.e., from the Closing Date through November 30, 1999, and shall be adjusted on
a monthly basis thereafter by Agent, effective as of the first day of each
calendar month, beginning on December 1, 1999, based on the product of (i)
EBITDA, determined for the Test Period ending as of the last day of Borrower's
most recently completed fiscal month for which financial statements have been
delivered to Agent in accordance with Section 4.1(A); e.g., as of December 1,
1999, EBITDA will be determined based on Borrower's financial statements for
the fiscal month ended October 31, 1999 (but,


                                      -3-
<PAGE>   9


during the Annualization Period, EBITDA shall be Annualized); multiplied by
(ii) two and five-tenths (2.5).

                  Borrower acknowledges that Lenders do not presently intend to
make, or permit to remain outstanding, Revolving Loans in an aggregate amount
in excess of the Maximum Revolving Loan Balance (such Revolving Loans in excess
of the Maximum Revolving Loan Balance being referred to as "Excess Revolving
Loans"); and if any such Excess Revolving Loans continue to exist for three (3)
Business Days or more after demand for repayment, the same shall constitute an
Event of Default. Notwithstanding the foregoing, however, if at any time
subsequent to the Closing Date, Borrower requests that Lenders make, or permit
to remain outstanding Excess Revolving Loans, the Requisite Lenders may, in
their sole discretion, elect to cause all Lenders to make, or permit to remain
outstanding, such Excess Revolving Loans, provided, however, that the Requisite
Lenders shall not cause all Lenders to make, or permit to remain outstanding,
either (i) Revolving Loans (including Excess Revolving Loans) which are in the
aggregate in excess of the Revolving Loan Commitments or (ii) Excess Revolving
Loans in excess of ten percent (10%) of the Maximum Revolving Loan Balance at
such time (without giving effect to the making of any such Excess Revolving
Loan), or (iii) Excess Revolving Loans which remain outstanding for more than
twenty one (21) consecutive days in any event. If Excess Revolving Loans are
made, or permitted to remain outstanding, pursuant to the preceding sentence,
then (a) the Maximum Revolving Loan Balance shall be deemed increased by the
amount of such Excess Revolving Loans, but only for so long as the Requisite
Lenders allow such Excess Revolving Loans to be outstanding and (b) all Lenders
that have committed to make Revolving Loans shall be bound to make, or permit
to remain outstanding, such Excess Revolving Loans based upon their Pro Rata
Shares thereof in accordance with the terms of this Agreement.

                  (C) Letters of Credit.

                  (1) Subject to the terms and conditions set forth herein, in
addition to Revolving Loans, Borrower may request the issuance of Letters of
Credit for its own account by the Issuing Lender, in a form reasonably
acceptable to the Issuing Lender, at any time and from time to time during the
term of the Revolving Loan Commitments. Letters of Credit issued hereunder
shall constitute utilization of the Revolving Loan Commitments. In the event of
any inconsistency between the terms and conditions hereof and the terms and
conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, the Issuing
Lender relating to any Letter of Credit, the terms and conditions hereof shall
govern and control.

                  (2) To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), Borrower
shall deliver to the Issuing Lender and the Agent (if not the Issuing Lender),
at least three (3) Business Days in advance of the requested date of issuance,
amendment, renewal or extension, a notice requesting the issuance of a Letter
of Credit, or identifying the Letter of Credit to be amended, renewed or
extended, the date of issuance, amendment, renewal or extension, the date on
which such Letter of Credit is to expire (which shall comply with paragraph (3)
of this Section), the amount of such Letter of Credit, whether the Letter of
Credit is a "standby" or "commercial" Letter of Credit, the name and


                                      -4-
<PAGE>   10


address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the Issuing Lender, Borrower also shall submit a letter of credit
application on the Issuing Lender's standard form in connection with any
request for a Letter of Credit. A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment, renewal or extension
of each Letter of Credit Borrower shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension
(i) the aggregate LC Exposure of the Issuing Lender (determined for these
purposes without giving effect to the participations therein of the Lenders
pursuant to paragraph (4) of this Section) shall not exceed the LC Commitment.

                  (3) Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) the date one (1) year after the date of
the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one (1) year after such renewal or extension) provided that
any such Letter of Credit may provide for automatic extensions thereof to a
date not later than one (1) year beyond its current expiration date, and (ii)
the date that is five (5) Business Days prior to the Expiry Date. No Letter of
Credit may be extended beyond the date that is five (5) Business Days prior to
the Expiry Date, however.

                  (4) Upon its issuance of a Letter of Credit (or an amendment
to a Letter of Credit increasing the amount thereof) in accordance with terms
hereof, without any further action on its part, the Issuing Lender shall be
deemed to have granted to each Lender, and each Lender shall be deemed to have
acquired from the Issuing Lender, a participation in such Letter of Credit
equal to such Lender's Pro Rata Share of the aggregate amount available to be
drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Lender hereby absolutely and unconditionally agrees to pay to
the Agent, for the account of the Issuing Lender, such Lender's applicable Pro
Rata Share of each LC Disbursement made by the Issuing Lender and not
reimbursed by Borrower on the date due as provided in paragraph (5) of this
Section, or of any reimbursement payment in respect of any Letter of Credit
required to be refunded to Borrower for any reason. Each Lender acknowledges
and agrees that its obligation to acquire participations pursuant to this
paragraph in respect of Letters of Credit is absolute and unconditional,
provided that the Issuing Lender has complied with the terms hereof in
connection therewith, and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit or the
occurrence and continuance of a Default or Event of Default or any subsequent
reduction or termination of the Revolving Loan Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.

                  (5) If the Issuing Lender shall make any LC Disbursement in
respect of a Letter of Credit, the Borrower shall reimburse the Issuing Lender
in respect of such LC Disbursement by paying to the Agent for the account of
the Issuing Lender an amount equal to such LC Disbursement not later than 1:00
p.m. (Atlanta time), on (i) the Business Day that the Borrower receives notice
of such LC Disbursement, if such notice is received prior to 1:00 p.m. (Atlanta
time), or (ii) the Business Day immediately following the day that the Borrower
receives such notice, if such notice is not received prior to such time,
provided that Borrower may, subject to the conditions to borrowing set forth
herein, request that such payment be financed with a Revolving Loan in an
equivalent amount and, to the extent so financed,


                                      -5-
<PAGE>   11


Borrower's obligation to make such payment shall be discharged and replaced by
the resulting Revolving Loan. If Borrower fails to make such payment when due,
Agent shall notify each Lender of the applicable LC Disbursement and the
payment then due from the Borrower in respect thereof, and such Lender shall
pay to the Agent its Pro Rata Share of the payment then due from Borrower, in
the same manner as provided herein with respect to Revolving Loans made by such
Lender, and Agent shall promptly pay to the Issuing Lender the amounts so
received by it from the Lenders. Promptly following receipt by Agent of any
payment from Borrower pursuant to this paragraph, Agent shall distribute such
payment to the Issuing Lender or, to the extent that the Lenders have made
payments pursuant to this paragraph to reimburse the Issuing Lender, then to
such Lenders and the Issuing Lender as their interests may appear. Any payment
made directly by a Lender pursuant to this paragraph to reimburse the Issuing
Lender for any LC Disbursement shall not constitute a Loan and, in any event,
shall not relieve Borrower of its obligation to reimburse such LC Disbursement.

                  (6) (i) Borrower's obligation to reimburse LC Disbursements
as provided in paragraph (5) of this Section shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with the terms
hereof under any and all circumstances whatsoever, irrespective of (A) any lack
of validity or enforceability of any Letter of Credit, or any term or provision
therein, (B) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect, (C) payment by the Issuing
Lender under a Letter of Credit against presentation of a draft or other
document that does not comply strictly with the terms of such Letter of Credit
and (D) any other event or circumstance whatsoever, whether or not similar to
any of the foregoing, that might, but for the provisions of this Section,
constitute a legal or equitable discharge of Borrower's obligations hereunder.

                  (7) Neither the Agent, the Lenders nor the Issuing Lender
shall have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit by the Issuing Lender or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of
the Issuing Lender; provided that the foregoing shall not be construed to
excuse the Issuing Lender from liability to Borrower to the extent of any
direct damages (as opposed to consequential damages, claims in respect of which
are hereby waived by Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by the Issuing Lender's gross
negligence or willful misconduct when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof.
Subject in all respects to the foregoing, the parties hereto expressly agree
that:

                  (a) the Issuing Lender may accept documents that appear on
         their face to be in substantial compliance with the terms of a Letter
         of Credit without responsibility for further investigation, regardless
         of any notice or information to the contrary, and may make payment
         upon presentation of documents that appear on their face to be in
         substantial compliance with the terms of such Letter of Credit;


                                      -6-
<PAGE>   12


                  (b) the Issuing Lender shall have the right, in its sole
         discretion, to decline to accept such documents and to make such
         payment if such documents are not in strict compliance with the terms
         of such Letter of Credit; and

                  (c) this paragraph (7) shall establish the standard of care
         to be exercised by the Issuing Lender when determining whether drafts
         and other documents presented under a Letter of Credit comply with the
         terms thereof (and the parties hereto hereby waive, to the extent
         permitted by applicable law, any standard of care inconsistent with
         the foregoing).

                  (8) The Issuing Lender shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment
under any Letter of Credit. The Issuing Lender shall promptly notify Agent and
Borrower by telephone (confirmed by telecopy) of such demand for payment and
whether the Issuing Lender has made or will make an LC Disbursement thereunder;
provided that any failure to give or delay in giving such notice shall not
relieve Borrower of its obligation to reimburse the Issuing Lender and the
Lenders with respect to any such LC Disbursement.

                  (9) If the Issuing Lender shall make any LC Disbursement in
respect of any Letter of Credit, then, unless, Borrower shall reimburse the
Issuing Lender for such LC Disbursement in full on the date such LC
Disbursement is made, the unpaid amount thereof shall bear interest, for each
day from and including the date such LC Disbursement is made to but excluding
the date that Borrower reimburses such LC Disbursement, at the rate per annum
then applicable to Revolving Loans. Interest accrued pursuant to this paragraph
shall be for the account of the Issuing Lender, except that interest accrued on
and after the date of payment by any Lender pursuant to paragraph (5) of this
Section to reimburse the Issuing Lender shall be for the account of such Lender
to the extent of such payment.

                  (10) If either (i) a Default or Event of Default shall occur
and be continuing and the Borrower receives notice from the Agent or the
Requisite Lenders demanding the deposit of cash collateral pursuant to this
paragraph, Borrower shall immediately deposit with the Issuing Lender an amount
in cash equal to the LC Exposure on such date; provided that the obligation to
deposit cash collateral in an amount equal to the LC Exposure shall become
effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default described in clauses (F) or (G) of Section 6.1. Such deposit
shall be held by the Agent as Collateral in the first instance for the LC
Exposure hereunder and thereafter for the payment of any other Obligations of
the Loan Parties hereunder.

                  (D) Acquisition Loans.

                  Each Lender further agrees, severally and not jointly, to
lend to Borrower during the period from the Closing Date to (but excluding) the
Acquisition Loan Expiry Date, its Pro Rata Share of each Acquisition Loan made
by Lenders under this subsection 1.1(D) during such period, up to an aggregate
maximum amount for each Lender of its "Acquisition Loan


                                      -7-
<PAGE>   13


Commitment," as specified opposite its name on its signature page to this
Agreement, and in an aggregate maximum amount for all Lenders of Three Million
Dollars ($3,000,000) (as each of the same may be reduced, or added to pursuant
hereto or to a Lender Addition Agreement, herein called, individually, as to
each Lender, its "Acquisition Loan Commitment" and, collectively, as to all
Lenders, their "Acquisition Loan Commitments"). Each Loan made pursuant to the
Acquisition Loan Commitments is sometimes called herein an "Acquisition Loan."
Effective on the Acquisition Loan Expiry Date, the Acquisition Loan Commitments
shall cease to be effective and no Acquisition Loans may be obtained. The
Acquisition Loans outstanding on the Acquisition Loan Expiry Date (the
"Acquisition Loan Balance") shall be repaid over a term of three (3) years,
beginning on November 1, 2001, and concluding on the Expiry Date, in monthly
installments, with payments commencing on November 1, 2001, and continuing on
the first day of each succeeding calendar month, with each installment (except
the final installment) to be equal in amount to one thirty-sixth (1/36th) of
the Acquisition Loan Balance, and with the final installment to be equal to the
then unpaid principal amount of the Acquisition Loan Balance. The Acquisition
Loans shall also be subject to mandatory prepayment, and may be voluntarily
prepaid, subject to and in accordance with the terms of Sections 1.3(B) and
6.3. The entire proceeds of each Acquisition Loan shall be used to finance an
Approved Acquisition (as hereinafter defined), including all expenses
associated therewith, but for no other purpose.

                  Borrower shall request each Acquisition Loan not later than
thirty (30) days prior to the intended disbursement date thereof, by giving
written notice to Agent to such effect, specifying the intended amount thereof,
desired interest rate option and intended disbursement date thereof (which
shall be a Business Day), provided that the foregoing is not intended, and
shall not be construed, to reduce any obligations of Borrower, contained in the
definition of "Approved Acquisition," as hereinafter set forth in Section 10.1,
to give notices and provide data to enable any intended Acquisition to become
an Approved Acquisition hereunder.

                  (E) Notes. Borrower shall execute and deliver to each Lender
(i) on the Closing Date, a Note to evidence such Lender's Pro Rata Share of the
Term Loan, such Note to be in the principal amount of such Lender's Term Loan
Commitment, (ii) on the Closing Date, a Note to evidence such Lender's Pro Rata
Share of the Revolving Loans, such Note to be in the principal amount of such
Lender's Revolving Loan Commitment, and (iii) on the Closing Date, a Note to
evidence such Lender's Pro Rate Share of the Acquisition Loans, such Note to be
in the principal amount of such Lender's Pro Rata Share of the Acquisition Loan
Commitment. In the event of an assignment under subsection 8.1, Borrower shall,
upon surrender of the assigning Lender's Notes, issue new Notes to reflect the
interests of the assigning Lender, if any, and the Person to which interests
are to be assigned.

                  1.2 Interest and Related Fees.

                  (A) Loans shall bear interest at the rates set forth in
either paragraphs (1) or (2) below:

                  (1) Unless Borrower elects otherwise in respect of any Loans
pursuant to paragraph (2) below, all Loans shall bear interest at the sum of
the Base Rate plus the Applicable Margin. As used herein, (i) "Base Rate" means
a variable rate of interest equal to the greater of


                                      -8-
<PAGE>   14


the Prime Rate or (B) the sum of the Federal Funds Effective Rate plus one-half
of one percent (1/2%) per annum; and (ii) "Base Rate Loans" means Loans bearing
interest at rates determined by reference to the Base Rate plus the Applicable
Margin. Each such determination by Agent of the Base Rate, in the absence of
manifest error, shall be binding and conclusive on all parties hereto.

                  (2) Provided no Default or Event of Default then exists,
Borrower may, on or after the third (3rd) Business Day after the Closing Date,
request that Loans be made as LIBOR Loans and that outstanding portions of any
Loans be converted to LIBOR Loans. Any such request, which must be made (if at
all) in writing in the applicable Notice of Borrowing, shall pertain to Loans
in an aggregate minimum amount of Two Million Dollars ($2,000,000) and integral
multiples of Five Hundred Thousand Dollars ($500,000) in excess thereof. Once
given, a LIBOR Loan request shall be irrevocable and Borrower shall be bound
thereby. "LIBOR" means, for each Interest Period, a rate per annum equal to:
(a) the rate of interest determined by Agent at which deposits in U.S. dollars
approximately equal in principal amount to or comparable to the amount of a
given LIBOR Loan for a term equal or comparable to the relevant Interest Period
as reported on Telerate Page 3750 at approximately 11:00 a.m. (London time) on
that Business Day which is two (2) Business Days prior to the first day of such
Interest Period; provided, however, that (i) if two or more such offered rates
appear on such page in respect of the foregoing, the arithmetic mean of such
rates shall be used, and (ii) if Telerate ceases to provide LIBOR quotations,
such rate shall be the rate of interest at which comparable deposits in U.S.
dollars are offered as of the determination date by The Chase Manhattan Bank
(or any successor entity) to prime banks in the London interbank market;
divided by (b) a number equal to 1.0 minus the aggregate (but without
duplication) of the rates (expressed as a decimal fraction) of reserve
requirements in effect on the day which is two (2) Business Days prior to the
beginning of such Interest Period (including, without limitation, basic,
supplemental, marginal and emergency reserves under any regulations of the
Board of Governors of the Federal Reserve System or other governmental
authority having jurisdiction with respect thereto, as now and from time to
time in effect) for Eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of such Board) which are required to
be maintained by a member bank of the Federal Reserve System; such rate to be
rounded upward to the next whole multiple of one-sixteenth of one percent
(.0625%); and "LIBOR Loans" means Loans bearing interest at rates determined by
reference to LIBOR plus the Applicable Margin. Each such determination of LIBOR
by Agent, in the absence of manifest error, shall be binding and conclusive on
all parties hereto.

Each LIBOR Loan may be obtained for periods of one (1) month, two (2) months,
three (3) or six (6) months (each being an "Interest Period"), at the
Borrower's option. With respect to LIBOR Loans: (a) the Interest Period will
commence on the date that the LIBOR Loan is made or the date on which a Base
Rate Loan is converted into a LIBOR Loan, as applicable, or in the case of
immediately successive Interest Periods, each successive Interest Period shall
commence on the day on which the next preceding Interest Period expires, (b) if
the Interest Period expires on a day that is not a Business Day, then it will
expire on the next Business Day (or, if such next Business Day is in the next
calendar month, on the preceding Business Day), and (c) no Interest Period
shall extend beyond the Expiry Date in any event. Upon the expiration of an
Interest Period, in the absence of a new LIBOR Loan request submitted to Agent
not less than three (3)


                                      -9-
<PAGE>   15

Business Days prior to the end of such Interest Period, any LIBOR Loan then
maturing shall be automatically converted to a Base Rate Loan. There may be no
more than six (6) LIBOR Loans outstanding at any one time. Loans which are not
made the subject of a LIBOR Loan request shall be made (or continued) as Base
Rate Loans.

If the introduction of, or any change in the interpretation of, any law, rule,
or regulation, in each case, occurring after the Closing Date, would increase
the cost to any Lender of making or maintaining a LIBOR Loan, then Agent, on
behalf of all affected Lenders, shall submit a certificate to Borrower
demonstrating in reasonable detail the calculation of the increased cost and
requiring payment thereof to Agent for the benefit of the affected Lenders
within ten (10) days after the date of the certificate. Each Lender shall use
reasonable efforts to reduce or eliminate any claim for compensation pursuant
to this paragraph, including but not limited to designating a different Lending
Office for its making of LIBOR Loans if such designation will avoid the need
for, or reduce the amount of, such claim and will not, in the reasonable
judgment of such Lender, be materially disadvantageous to such Lender or result
in an increase in the aggregate amount payable by the Borrower.

Any Obligations other than the Loans, including without limitation, any accrued
interest, fees or reimbursable expenses, which are not paid when due, shall
themselves bear interest at the Base Rate plus the Applicable Margin, until
fully paid and satisfied, subject, however, to subsections (G) and (H) below,
and except as otherwise may be expressly provided in any Loan Document(s)
evidencing or giving rise to such Obligations.

                  (B) Unused Revolving Loan Fees. Unless and until the
Revolving Loan Commitments are terminated, Borrower shall pay Agent, for the
benefit of all Lenders committed to make Revolving Loans (based upon their
respective Pro Rata Shares thereof), a fee in an amount equal to (i) (a) the
total of the Revolving Loan Commitments as in effect on the first day of each
calendar quarter (except that the first such calculation shall be based on the
total of the Revolving Loan Commitments as in effect on the Closing Date) less
(b) the average daily balance of the Revolving Loans and LC Exposure computed
for the calendar quarter (or portion thereof) in question multiplied by (ii)
the Applicable Margin (pertaining to "Unused Loan Fees"). Such fee is to be
paid quarterly in arrears on the first day of each calendar quarter for the
preceding calendar month, or portion thereof, commencing on the first of such
days succeeding the Closing Date; i.e., the first such fee shall be due and
payable on January 1, 2000, and cover the period from the Closing Date through
December 31, 1999.

                  (C) Unused Acquisition Loan Fees. Unless and until the
Acquisition Loan Commitments are terminated, Borrower shall pay Agent, for the
benefit of all Lenders committed to make Acquisition Loans (based upon their
respective Pro Rata Shares thereof), a fee in an amount equal to (i) (a) the
total of the Acquisition Loan Commitments as in effect on the first day of each
calendar month (except that the first such calculation shall be based on the
total of the Acquisition Loan Commitments in effect on the Closing Date), less
(b) the average daily balance of the Acquisition Loans computed for the
calendar quarter (or portion thereof) in question multiplied by (ii) either (A)
three-fourths of one percent (3/4%) per annum, if the average daily balance of
Acquisition Loans in any one calendar quarter, as so computed, is less than
fifty percent (50%) of the Aggregate Acquisition Loan Commitments in effect at
the


                                     -10-
<PAGE>   16


beginning of such calendar quarter, or (B) the Applicable Margin (pertaining to
"Unused Loan Fees"), if otherwise. Such fee is to be paid quarterly in arrears
on the first day of each calendar quarter for the preceding calendar quarter,
or portion thereof, commencing on the first of such days succeeding the Closing
Date; i.e., the first such fee shall be due and payable on January 1, 2000, and
cover the period from the Closing Date through December 31, 1999.

                  (D) Commitment Fee. On the Closing Date, Borrower shall pay
to Agent, for the benefit of all Lenders, to be allocated among them, based on
their respective Pro Rata Shares of the Commitments as of the Closing Date, a
commitment fee of Two Hundred Fifty Thousand Dollars ($250,000), representing
one percent (1%) of the aggregate Commitments in effect on the Closing Date.

                  (E) Letter of Credit Fees. Borrower agrees to pay with
respect to Letters of Credit outstanding hereunder the following fees:

                  (i) to Agent for the account of each Lender a participation
         fee with respect to its participation in each "standby" Letter of
         Credit, which shall be equal to the product of (i) the rate per annum
         equal to the then Applicable Margin used in determining interest on
         LIBOR Loans (regardless whether then available), times (ii) such
         Lender's LC Exposure in respect of such standby Letter of Credit,
         payable in advance upon issuance of such Letter of Credit;

                  (ii) to Agent for the account of each Lender a participation
         fee with respect to its participations in "commercial" Letters of
         Credit, which shall accrue at a rate per annum equal to the then
         Applicable Margin used in determining interest on LIBOR Loans
         (regardless whether then available) on the average daily amount of
         such Lender's LC Exposure (excluding any portion thereof attributable
         to unreimbursed LC Disbursements) during the period from and including
         the Closing Date to but excluding the later of the date on which such
         Lender's Revolving Loan Commitment terminates and the date on which
         there shall no longer be any such Letters of Credit outstanding
         hereunder, payable quarterly in arrears, on each January 1, April 1,
         and October 1 hereafter and at maturity; and

                  (iii) to the Issuing Lender (x) a fronting fee for its own
         account, in amounts and at times separately agreed between Borrower
         and the Issuing Lender, and (y) the Issuing Lender's standard fees
         with respect to the issuance, amendment, renewal or extension of any
         Letter of Credit or the processing of drawings thereunder.

All participation fees and fronting fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).


                  (F) Agent's and Arranger's Fees. Borrower shall also pay to
each of the Agent and Arranger, for its own account, such fees as are set forth
in the Fee Letter at the time or times specified therein.


                                     -11-
<PAGE>   17


                  (G) Computation of Interest and Related Fees; Interest
Payment Dates. Interest on all Loans and all other Obligations and any fees set
forth in this subsection 1.2 shall be calculated daily on the basis of a three
hundred sixty (360) day year for the actual number of days elapsed in the
period during which it accrues. The date of funding of a Base Rate Loan and the
first day of an Interest Period with respect to a LIBOR Loan shall be included
in the calculation of interest. The date of payment of a Base Rate Loan and the
last day of an Interest Period with respect to a LIBOR Loan shall be excluded
from the calculation of interest. If a Loan is repaid on the same day that it
is made, one (1) day's interest shall be charged. Interest on all Base Rate
Loans shall be payable in arrears on the first day of each calendar month and
on the Expiry Date, whether by acceleration or otherwise. Interest on LIBOR
Loans shall be payable in arrears on the first day of each calendar month, at
the end of each Interest Period and on the Expiry Date (whether by acceleration
or otherwise). Such first day of each calendar month shall be excluded in
calculating the amount of interest payable on such day, and be included in
calculating the amount of interest payable on the next succeeding interest
payment date.

                  (H) Default Rate of Interest. After the occurrence of any
Event of Default and for so long as it continues, all Loans and other
Obligations shall bear interest at a rate that is two percent (2%) in excess of
the rates otherwise payable under this Agreement. Furthermore, during any
period in which any Default or Event of Default has occurred and is continuing,
as the Interest Periods for LIBOR Loans then in effect expire, such Loans shall
be converted into Base Rate Loans and the LIBOR election provided in Section
1.2(A)(2) will not be available to Borrower so long as such Default or Event of
Default is continuing.

                  (I) Excess Interest. Under no circumstances will the rate of
interest chargeable in respect of any Obligations be in excess of the maximum
amount permitted by law. If any excess interest is charged and paid in error,
then the excess amount will be promptly refunded to Borrower.

                  (J) LIBOR Breakage Fee. In the event of any payment of a
LIBOR Loan on any day that is not the last day of the Interest Period
applicable thereto (regardless of the source of such prepayment and whether
voluntary, by acceleration or otherwise), Borrower shall pay Agent, for the
benefit of all affected Lenders, an amount (the "LIBOR Breakage Fee") equal to
the amount of any losses, expenses and liabilities (including, without
limitation, any loss (including interest paid) sustained by each such affected
Lender in connection with the re-employment of such funds) that any such
affected Lender may sustain as a result of the payment of such LIBOR Loan on a
day that is not the last day of the Interest Period applicable thereto. Agent,
on behalf of all affected Lenders, shall submit a certificate to Borrower
demonstrating in reasonable detail the calculation of any LIBOR Breakage Fee
and requiring payment thereof to Agent for the benefit of the affected Lenders
within ten (10) days after the date of such certificate.

                  1.3 Payments and Prepayments.

                  (A) Payments. All payments by Borrower of the Obligations
shall be made in same day funds and delivered to Agent, for the benefit of
Agent and Lenders, as applicable, by


                                     -12-
<PAGE>   18


wire transfer to such account and place as Agent may from time to time
designate. Borrower shall receive credit on the day of receipt for funds
received by Agent by [2:00 p.m.] (Atlanta time). In the absence of timely
receipt, such funds shall be deemed to have been paid on the next Business Day.
Unless any payment owing hereunder is prescribed to be due on a date certain,
such payment shall be due and payable within ten (10) days after Borrower's
receipt of written demand therefor from Agent or Requisite Lenders, as the case
may be. Whenever any payment to be made hereunder shall be stated to be due on
a day that is not a Business Day, the payment may be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the amount of interest and fees due hereunder. Borrower hereby
authorizes and directs Lenders to make Revolving Loans, on the basis of their
Pro Rata Shares, for the payment of interest, fees and expenses reimbursable to
Lenders or Agent, if and to the extent that such Obligations are not paid by
Borrower when due, provided that Lenders shall have no obligation to do so.

                  (B) Prepayment of the Term Loan and Acquisition Loan Balance.
The principal amount of the Term Loan and, from and after the Acquisition Loan
Expiry Date, the Acquisition Loan Balance, shall be subject to mandatory
prepayment in amounts equal to (i) (1) one hundred percent (100%) of the net
cash proceeds of sales of assets of Borrower or any Affiliate Guarantor (other
than the sale of any Inventory in the ordinary course of business) concurrently
with the receipt of such proceeds by Borrower or such Affiliate Guarantor,
unless Borrower's or such Affiliate Guarantor's intent is to invest such
proceeds in productive replacement assets used in its business (in which case,
such proceeds shall, instead, be applied to repay any Revolving Loans then
outstanding), provided that such proceeds are, in fact, so reinvested within
sixty (60) days after such receipt (but this provision shall not be deemed a
consent to any such sale not otherwise permitted pursuant hereto); (2) one
hundred percent (100%) of the net cash proceeds of any debt or equity
securities issued by Borrower or any Affiliate Guarantor after the Closing Date
(excepting therefrom the second tranche of the ACS Investment or any such
proceeds derived from the issuance of equity securities to management or
employees), or of any funds borrowed by Borrower after the Closing Date (other
than under this Agreement), concurrently with the receipt of such proceeds by
Borrower or such Affiliate Guarantor (but this provision shall not be deemed a
consent to the incurrence of any such debt or the issuance of any such
securities not otherwise permitted pursuant to hereto); (3) one hundred percent
(100%) of any proceeds which Borrower or any Affiliate Guarantor may derive
from the termination of any unfunded Pension Plans or any other similar
extraordinary events subsequent to the Closing Date; and (4) one hundred
percent (100%) of any funds necessary to meet the requirements set forth in
Section 1.9 relative to termination or reduction of certain Commitments
pursuant thereto. Each such prepayment shall be applied, first, to the Term
Loan, in the manner prescribed below until it is fully paid and, then, to the
Acquisition Loan Balance, in the same said manner, until it is fully paid. The
principal amount of the Term Loan and the Acquisition Loan Balance may also be
voluntarily prepaid, in whole or in part, at Borrower's option, on any Business
Day, out of any other internally generated funds then available to Borrower,
provided that (i) Borrower provides Agent with at least three (3) Business
Days' advance written notice thereof, and (ii) any such voluntary prepayment is
in a minimum amount of One Hundred Thousand Dollars ($100,000) and equal
integral multiples in excess thereof. All prepayments of less than the entire
principal balance of the Term Loan or the Acquisition Loan Balance, whether
mandatory or voluntary, under this Section shall be applied to the principal
installments thereof then remaining to be paid


                                     -13-
<PAGE>   19


in the reverse order of their respective maturities; i.e., from last-to-first.
Any such prepayment, whether mandatory or voluntary, shall, if applicable, be
accompanied by the payment of any LIBOR Breakage Fee then due.

                  1.4 Term of the Agreement. All Commitments shall cease and
all Obligations shall become due and payable on the Expiry Date, unless any
earlier date is elsewhere expressly prescribed herein or in any Loan Document
with respect thereto, in which event such earlier date shall control. Upon such
date and following repayment in full of all such Obligations, this Agreement
will terminate. Notwithstanding any such termination, however, unless and until
all such Obligations have been fully paid and satisfied (excepting therefrom
any constituting at the time contingent indemnity obligations arising
hereunder), Agent, for the benefit of Agent and Lenders, shall be entitled to
retain the security interests in the Collateral granted under the Security
Documents and the ability to exercise all rights and remedies available under
the Loan Documents and applicable laws.

                  1.5 Loan Accounts. Agent will maintain loan account records
for (a) all Loans, Letters of Credit, interest charges and payments thereof,
(b) the charging and payment of all fees, costs and expenses and (c) all other
debits and credits pursuant to this Agreement and the other Loan Documents. The
balance in the loan accounts shall be presumptive evidence of the amounts due
and owing to Lenders (absent manifest error), provided that any failure by
Agent so to record shall not limit or affect the Borrower's obligation to pay.
Within ten (10) days after the first day of each calendar month, Agent shall
provide a statement to Borrower for each loan account setting forth the
principal of each account and interest due thereon. Borrower may deliver a
written objection within thirty (30) days after receipt of such statement;
otherwise, such statement will be conclusive evidence of the Obligations
therein stated absent manifest error. Unless a Default or Event of Default has
occurred and is continuing, Borrower shall have the right to direct the
application of any and all payments made on the Obligations (including any made
from funds withdrawn from the Dominion Account). During the continuance of any
Default or Event of Default, Borrower irrevocably waives the right to direct
the application of any and all such payments and Borrower hereby irrevocably
agrees that Agent shall have the continuing exclusive right to apply and
reapply payments in any manner it deems appropriate.

                  1.6 Capital Adequacy and Other Adjustments. In the event that
the adoption after the date hereof of any law, treaty, governmental (or
quasi-governmental) rule, regulation, guideline or order regarding capital
adequacy, reserve requirements (other than reserve requirements taken into
account in calculating LIBOR) or similar requirements or compliance by any
Lender or any corporation controlling such Lender with any request or directive
first made after the Closing Date regarding capital adequacy, reserve
requirements or similar requirements (whether or not having the force of law
and whether or not failure to comply therewith would be unlawful) from any
central bank or governmental agency or body having jurisdiction does or shall
have the effect of increasing the amount of capital, reserves or other funds
required to be maintained by such Lender or any corporation controlling such
Lender and thereby reducing the rate of return on such Lender's or such
corporation's capital as a consequence of its obligations hereunder, then
Borrower shall from time to time within ten (10) days after notice and demand
from such Lender (together with the certificate referred to in the next
sentence and with a copy to Agent) pay to Agent, for the account of such
Lender, additional amounts sufficient to


                                     -14-
<PAGE>   20


compensate such Lender for such reduction. A certificate as to the amount of
such cost and showing in reasonable detail the basis of the computation of such
cost submitted by such Lender to Borrower and Agent shall be conclusive absent
manifest error. Each Lender shall use reasonable efforts to reduce or eliminate
any claim for compensation pursuant to this subsection, including but not
limited to designating a different Lending Office for the Loans if such
designation will avoid the need for, or reduce the amount of, such claim and
will not, in the sole discretion of such Lender, be materially disadvantageous
to such Lender or result in an increase in the aggregate amount payable by
Borrower. The failure or delay of any Lender to demand compensation pursuant
hereto shall not constitute a waiver of such Lender's right to demand such
compensation; provided, however, that Borrower shall not be required to
compensate a Lender pursuant hereto for any increased costs or reductions more
than six (6) months prior to the date that such demand for compensation is made
(but if an event giving rise to such demand for compensation has retroactive
effect, then, the retroactive period shall be tacked to such six (6) months
period for purposes hereof).

                  1.7 Taxes.

                  (A) No Deductions. Subject to subsection (C) below, any and
all payments or reimbursements made hereunder or under the Notes shall be made
free and clear of and without deduction for any and all taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, however, taxes imposed on the net income of a Lender or Agent (all
such taxes, levies, imposts, deductions, charges or withholdings and all
liabilities with respect thereto, excluding, however, such taxes imposed on net
income, as hereinabove excepted therefrom herein "Tax Liabilities"). Subject to
subsection (C) below, and excluding any withholding required for taxes imposed
on the net income of a Lender or Agent, if Borrower shall be required by law to
deduct any such amounts from or in respect of any sum payable hereunder to any
Lender or Agent, then the sum payable hereunder shall be increased as may be
necessary so that, after making all required deductions, such Lender or Agent
receives an amount equal to the sum it would have received had no such
deductions been made.

                  (B) Changes in Tax Laws. In the event that, subsequent to the
Closing Date, (1) any changes in any existing law, rule or regulation or in the
interpretation or application thereof, (2) any new law, rule or regulation
enacted or any interpretation or application thereof, or (3) compliance by
Agent or any Lender with any request or directive (whether or not having the
force of law) from any governmental authority, agency or instrumentality does
or shall subject Agent or any Lender to any tax on the recording, registration,
notarization or other formalization of the Loans or the Notes and the result of
any of the foregoing is to increase the cost to Agent or any such Lender of
making or continuing any Loan hereunder, as the case may be, or to reduce any
amount receivable hereunder, then, in any such case, Borrower shall promptly
pay to Agent or such Lender, upon its demand, any additional amounts necessary
to compensate Agent or such Lender, on an after-tax basis, for such additional
cost or reduced amount receivable, as determined by Agent or such Lender with
respect to this Agreement or the other Loan Documents. Before making any such
demand, Agent or such Lender shall designate a different Lending Office if such
designation will avoid the need for, or reduce the amount of, such demand and
will not, in the reasonable judgment of Agent or such Lender, be otherwise
materially disadvantageous to Agent, the Lender or the Borrower in any respect.
If Agent or


                                     -15-
<PAGE>   21


such Lender becomes entitled to claim any additional amounts pursuant to this
subsection, it shall promptly notify Borrower of the event by reason of which
Agent or such Lender has become so entitled. A certificate as to any additional
amounts payable pursuant to the foregoing sentence submitted by Agent or such
Lender to Borrower and Agent shall be rebuttably presumed to be correct. Such
certificate shall set forth the nature of the occurrence giving rise to such
compensation, the additional amount or amounts to be paid hereunder and the
method by which such amount or amounts were determined. The failure or delay of
any Lender to demand compensation pursuant hereto shall not constitute a waiver
of such Lender's right to demand such compensation; provided, however, that
Borrower shall not be required to compensate a Lender pursuant hereto for any
additional amounts more than six (6) months prior to the date that such demand
for compensation is made (but if an event giving rise to such demand for
compensation has retroactive effect, then, the retroactive period shall be
tacked to such six (6) months period for purposes hereof).

                  (C) Foreign Lenders. Each Lender organized under the laws of
a jurisdiction outside the United States (a "Foreign Lender") as to which
payments to be made under this Agreement or under the Notes are exempt from
United States withholding tax or are subject to United States withholding tax
at a reduced rate under an applicable statute or tax treaty shall provide to
Borrower and Agent (1) a properly completed and executed Internal Revenue
Service Form 4224 or Form 1001 or other applicable form, certificate or
document prescribed by the Internal Revenue Service of the United States
certifying as to such Foreign Lender's entitlement to such exemption or reduced
rate of withholding with respect to payments to be made to such Foreign Lender
under this Agreement and under the Notes (a "Certificate of Exemption") or (2)
a letter from any such Foreign Lender stating that it is not entitled to any
such exemption or reduced rate of withholding (a "Letter of Non-Exemption").
Prior to becoming a Lender under this Agreement and within fifteen (15) days
after a reasonable written request of Borrower or Agent from time to time
thereafter, each Foreign Lender that becomes a Lender under this Agreement
shall provide a Certificate of Exemption or a Letter of Non-Exemption to
Borrower and Agent. If a Foreign Lender is entitled to an exemption with
respect to payments to be made to such Foreign Lender under this Agreement (or
to a reduced rate of withholding) and does not provide a Certificate of
Exemption to Borrower and Agent within the time periods set forth in the
preceding sentence, Borrower shall withhold taxes from payments to such Foreign
Lender at the applicable statutory rates and Borrower shall not be required to
pay any additional amounts as a result of such withholding, provided that all
such withholding shall cease or decrease, as applicable, upon delivery by such
Foreign Lender of a valid and correct Certificate of Exemption to Borrower and
Agent.

                  1.8 Optional Prepayment/Replacement of Lender in Respect of
Increased Costs. Within fifteen (15) days after receipt by Borrower of written
notice and demand from any Lender (an "Affected Lender") for payment of
additional costs as provided in subsection 1.2(A) or Section 1.6, provided no
Default or Event of Default then exists, Borrower may, at its option, notify
Agent and such Affected Lender of its intention to do one of the following:

                  (A) Subject to compliance with Sections 1.9 and 8.1, Borrower
may obtain, at Borrower's expense, a replacement Lender ("Replacement Lender")
for such Affected Lender, which Replacement Lender shall be reasonably
satisfactory to Agent. In the event Borrower


                                     -16-
<PAGE>   22


obtains a Replacement Lender within ninety (90) days following notice of its
intention to do so, the Affected Lender shall sell and assign its Loans and
delegate its obligations under each of its Commitments to such Replacement
Lender, provided that Borrower has reimbursed such Affected Lender for its
increased costs for which it is entitled to reimbursement under this Agreement
through the date of such sale and assignment; or

                  (B) In lieu of the foregoing, Borrower may prepay in full all
outstanding Obligations owed to such Affected Lender and terminate each of such
Affected Lender's Commitments, in which case the aggregate Commitments will be
reduced by the amount of such Commitments so terminated concurrently with the
prepayment referred to in the next sentence. Borrower shall, within ninety (90)
days following notice of its intention to do so, prepay in full all outstanding
Obligations owed to such Affected Lender (including such Affected Lender's
increased costs for which it is entitled to reimbursement under this Agreement
through the date of such prepayment), and terminate such Affected Lender's
obligations under its respective Commitments.

                  1.9 Voluntary Termination or Reduction of Certain
Commitments. Borrower may voluntarily terminate, or from time to time reduce,
the Revolving Loan Commitments or the Acquisition Loan Commitments, or both, at
its option, provided, however, that (i) any such termination is accompanied by
full prepayment of all Loans then outstanding under the Commitment being
terminated, (ii) any such reduction is in the minimum amount of One Million
Dollars ($1,000,000) and integral multiples of Five Hundred Thousand Dollars
($500,000) in excess thereof; and (iii) any such reduction is accompanied by
prepayment of Loans outstanding under the Commitment being reduced by that
amount necessary so that (i) in the case of Revolving Loans, the Maximum
Revolving Loan Balance is not exceeded (after giving effect to such Commitment
reduction), and (ii) in the case of Acquisition Loans, total Acquisition Loans
then outstanding do not exceed the aggregate of the Acquisition Loan
Commitments (after giving effect to such Commitment reduction). Borrower shall
notify Agent of any election to terminate or reduce its Commitments at least
three (3) Business Days prior to the intended effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, Agent shall advise the
lenders of the contents thereof. Each notice delivered by the Borrower pursuant
to this Section shall be irrevocable, and any termination or reduction of
Commitments shall be permanent. Each reduction of Commitments shall be made
ratably among the applicable Lenders in accordance with their respective
Commitments being reduced.

                  1.10 Affiliate Guaranty.

                  (A) The Guarantee. The Affiliate Guarantors hereby jointly
and severally guarantee to the Agent and the Lenders the prompt payment in full
when due (whether at stated maturity, by acceleration or otherwise) of all
Obligations (such Obligations herein called, collectively, the "Guaranteed
Obligations"), in each case strictly in accordance with the terms hereof. The
Affiliate Guarantors hereby further jointly and severally agree that if
Borrower shall fail to pay in full when due (whether at stated maturity, by
acceleration or otherwise) any of the Guaranteed Obligations, the Affiliate
Guarantors will promptly pay the same, without any demand or notice whatsoever,
and that in the case of any extension of time of payment or


                                     -17-
<PAGE>   23


renewal of any of the Guaranteed Obligations, the same will be promptly paid in
full when due (whether at extended maturity, by acceleration or otherwise) in
accordance with the terms of such extension or renewal.

                  (B) Obligations Unconditional. The obligations of the
Affiliate Guarantors hereunder are absolute and unconditional, joint and
several, irrespective of the value, genuineness, validity, regularity or
enforceability of the obligations of Borrower under this Agreement, the Notes
or any other Loan Document or any substitution, release or exchange of any
other guarantee of or security for any of the Guaranteed Obligations, and, to
the fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor (other than, subject to clause
(C) below, full payment and satisfaction of all Guaranteed Obligations), it
being the intent of this Section that the obligations of the Affiliate
Guarantors hereunder shall be absolute and unconditional, joint and several,
under any and all circumstances. Without limiting the generality of the
foregoing, it is agreed that, to the extent permitted by applicable law, the
occurrence of any one or more of the following shall not alter or impair the
liability of the Affiliate Guarantors hereunder which shall remain absolute and
unconditional as described above:

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

                  (ii) any of the acts mentioned in any of the provisions of
         this Agreement or the Notes or any other agreement or instrument
         referred to herein or therein on the part of Borrower to be done shall
         fail to be done or be omitted;

                  (iii) the maturity of any of the Guaranteed Obligations shall
         be accelerated, or any of the Guaranteed Obligations shall be
         modified, supplemented or amended in any respect, or any right under
         this Agreement or the Notes or any other Loan Document shall be waived
         or any other guarantee of any of the Guaranteed Obligations or any
         security therefor shall be released or exchanged in whole or in part
         or otherwise dealt with; or

                  (iv) any lien or security interest granted to, or in favor
         of, the Agent as security for any of the Guaranteed Obligations shall
         fail to be perfected.

The Affiliate Guarantors hereby expressly waive diligence, presentment, demand
of payment, protest and all notices whatsoever, and any requirement that Agent
or any Lender exhaust any right, power or remedy or proceed against Borrower
under this Agreement or the Notes or any other Loan Document, or against any
other Person under any other Guaranty of, or security for, any of the
Guaranteed Obligations.


                  (C) Reinstatement. The obligations of the Affiliate
Guarantors hereunder shall be automatically reinstated if and to the extent
that for any reason any payment by or on behalf of Borrower in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in


                                     -18-
<PAGE>   24


bankruptcy or reorganization or otherwise and the Affiliate Guarantors jointly
and severally agree that they will indemnify each Agent and Lender on demand
for all reasonable costs and expenses (including, without limitation,
reasonable fees and disbursements of legal counsel) incurred by 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.

                  (D) Deferral of Subrogation. Each Affiliate Guarantor hereby
subordinates to Agent and the Lenders all rights of subrogation or contribution
against Borrower, whether arising by contract or operation of law (including,
without limitation, any such right arising under the Bankruptcy Code) or
otherwise by reason of any payment by it pursuant to the provisions hereof
until all Obligations (other than any constituting contingent indemnity
obligations) are fully paid and satisfied and all Commitments are terminated.

                  (E) Remedies. The Affiliate Guarantors jointly and severally
agree that, as between the Affiliate Guarantors and Agent and Lenders, the
Guaranteed Obligations may be declared to be forthwith due and payable as
provided herein (and shall be deemed to have become automatically due and
payable in the circumstances provided herein) for purposes hereof,
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable)
as against Borrower and that, in the event of such declaration in accordance
with the terms hereof (whether or not due and payable by the Borrower) shall
forthwith become due and payable by the Affiliate Guarantors for purposes
hereof.

                  (F) Instrument for the Payment of Money. Each Affiliate
Guarantor hereby acknowledges that its guaranty herein constitutes an
instrument for the payment of money.

                  (G) Continuing Guaranty. The guaranty set forth herein is a
continuing guaranty, and shall apply to all Guaranteed Obligations, whenever
and howsoever arising.

                  (H) Rights of Contribution. The Affiliate Guarantors hereby
agree, as between themselves, that if any Affiliate Guarantor shall become an
"Excess Funding Guarantor" (as defined below) by reason of the payment by such
Affiliate Guarantor of any Guaranteed Obligations, each other Affiliate
Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the
next sentence), pay to such Excess Funding Guarantor an amount equal to such
Affiliate Guarantor's "Pro Rata Share" (as defined below and determined, for
this purpose, without reference to the properties, debts and liabilities of
such Excess Funding Guarantor) of the "Excess Payment" (as defined below) in
respect of such Guaranteed Obligations. The payment obligation of an Affiliate
Guarantor to any Excess Funding Guarantor under this Section shall be
subordinate and subject in right of payment to the prior payment in full of the
obligations of such Affiliate Guarantor under the other provisions of this
Section 1.11 and such Excess Funding Guarantor shall not exercise any right or
remedy with respect to such excess until payment and satisfaction in full of
all such obligations. For purposes hereof, (i) "Excess Funding Guarantor"
means, in respect of any Guaranteed Obligations, an Affiliate Guarantor that
has paid an amount in excess of its Pro Rata Share of such Guaranteed
Obligations, (ii) "Excess


                                     -19-
<PAGE>   25


Payment" means, in respect of any Guaranteed Obligations, the amount paid by an
Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed
Obligations (iii) "Pro Rata Share" means, for any Affiliate Guarantor, the
ratio (expressed as a percentage) of (x) the amount by which the aggregate
present fair saleable value of all assets of such Affiliate Guarantor
(excluding any shares of stock of any other Affiliate Guarantor) exceeds the
amount of all the debts and liabilities of such Affiliate Guarantor (including
contingent, subordinated, unmatured and unliquidated liabilities, but excluding
the obligations of such Affiliate Guarantor hereunder and any obligations of
any other Affiliate Guarantor that have been guaranteed by such Affiliate
Guarantor) to (y) the amount by which the aggregate fair saleable value of all
assets of all of the Affiliate Guarantors exceeds the amount of all the debts
and liabilities (including contingent, subordinated, unmatured and unliquidated
liabilities, but excluding the obligations of the Affiliate Guarantor
hereunder) of the Affiliate Guarantors, determined (A) with respect to any
Affiliate Guarantor that is a party hereto on the Closing Date, as of the
Closing Date, and (B) with respect to any other Affiliate Guarantor, as of the
date such Affiliate Guarantor becomes an Affiliate Guarantor hereunder.

                  (I) Limitation on Guaranteed Obligations. In any action or
proceeding involving any state corporate law, or any state or Federal
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of the Affiliate Guarantors hereunder,
after giving effect to the contribution rights provided herein above, would
otherwise be held or determined to be void, invalid or unenforceable, or
subordinated to the claims of any other creditors, on account of the amount of
its liability hereunder, then, notwithstanding any other provision hereof to
the contrary, the amount of such liability shall, without any further action by
any Affiliate Guarantor, Agent, any Lender or any other Person, be
automatically limited and reduced to the highest amount that is valid and
enforceable and not subordinated to the claims of other creditors as determined
in such action or proceeding.


                                   SECTION 2
                             AFFIRMATIVE COVENANTS

                  Borrower covenants and agrees that so long as the Commitments
are in effect and until payment in full of all Obligations, unless Requisite
Lenders shall otherwise give their prior written consent, Borrower shall
perform and comply with, and shall cause each of the other Loan Parties to
perform and comply with, all covenants in this Section 2 applicable to such
Person.

                  2.1 Compliance With Laws. Borrower will (a) comply with, and
will cause each of the Loan Parties to comply with, the requirements of all
applicable laws, rules, regulations and orders of any Governmental Authority as
now in effect and which may be imposed in the future in all jurisdictions in
which Borrower or the Loan Parties are now doing business or may hereafter be
doing business, noncompliance with which would reasonably be expected to have a
Material Adverse Effect, and (b) maintain or obtain, and will cause each of the
Loan Parties to maintain or obtain, all licenses, qualifications and permits
now held or hereafter required to be held by Borrower and its Subsidiaries, for
which the loss, suspension, revocation or failure to obtain or renew would
reasonably be expected to have a Material Adverse Effect. Without limiting the
generality of the foregoing, Borrower will cause all Loan


                                     -20-
<PAGE>   26


Parties to continuously hold all FCC Licenses and Franchises required for the
operation of their respective businesses, including all Franchises required by
the FCC or any state Governmental Authority in connection with the ownership
and operation of their respective businesses, in any such case where the
failure to hold any such FCC License or Franchise, would reasonably be expected
to have a Materially Adverse Effect. Borrower will also cause all Loan Parties
to comply in all material respects with all applicable filing and operating
requirements of all of such FCC Licenses and Franchises, and any and all other
regulations promulgated by the FCC and state Governmental Authorities,
including, as applicable, the "no hazard" clearance determination issued by the
FAA, the antenna structure registration certificate issued by the FCC, and any
state health permit or public utility license, if required. The foregoing shall
not preclude the Borrower or any Loan Party from contesting any taxes or other
payments claimed to be owing at any time to any Governmental Authority, if they
are being diligently contested in good faith and if appropriate expense
provisions have been recorded (if and to the extent required in conformity with
GAAP).

                  2.2 Maintenance of Properties; Insurance. Borrower will
maintain, and cause the Loan Parties to maintain, in good repair, working order
and condition (ordinary wear and tear excepted) all material properties used in
the respective businesses of Borrower and the Loan Parties and will make or
cause to be made all appropriate repairs, renewals and replacements thereof.
Borrower further will maintain and cause the Loan Parties to maintain, with
financially sound and reputable insurers, public liability, property damage and
business interruption insurance with respect to its business and properties and
the business and properties of the Loan Parties against loss or damage of the
kinds and in the amounts customarily carried or maintained by companies of
established reputation engaged in similar businesses and will deliver evidence
thereof to Agent. Borrower further shall cause Agent, pursuant to endorsements
and assignments and assignments in form and substance reasonably satisfactory
to be named as loss payee in the case of casualty insurance, additional insured
in the case of all liability insurance and assignee in the case of all business
interruption insurance. Without limiting the generality of the foregoing,
Borrower will cause each Loan Party to (x) maintain or cause to be maintained
flood insurance with respect to each Flood Hazard Property in amounts approved
by Agent, or provide evidence acceptable to Agent that such insurance is not
available and (y) maintain or cause to be maintained replacement value casualty
insurance on all tangible Collateral under such policies of insurance, in each
case with such insurance companies, in such amounts, with such deductibles, and
covering such terms and risks as are at all times satisfactory to the Agent in
its commercially reasonable judgment. Each such policy of insurance shall (A)
name the Agent for the benefit of the Lenders as an additional insured
thereunder as its interests may appear and (B) in the case of each business
interruption and casualty insurance policy, contain a loss payable clause or
endorsement, satisfactory in form and substance to the Agent that names Agent
for the benefit of the Lenders as the loss payee thereunder for any covered
loss and provides for at least thirty (30) days prior written notice to Agent
of any modifications or cancellation of such policy.

                  2.3 Inspections. Borrower shall permit any authorized
representatives of Agent to (i) visit and inspect any of the properties of
Borrower or any of the Loan Parties, including its and their financial and
accounting records, and to make copies and take extracts therefrom, (ii) to
discuss its and their affairs, finances and business with Borrower's and the
Loan Parties' officers or managers and certified public accountants, and (iii)
to visit any


                                     -21-
<PAGE>   27


Collateral Location and inspect the Collateral, observe its use, maintenance or
storage, and confirm Borrower's and the Affiliate Guarantors' compliance with
the terms of the Security Documents; in each case, at such reasonable times
during normal business hours as may be reasonably requested by Agent.

                  2.4 Corporate or Company Existence, Etc. Except as otherwise
may be expressly permitted by Section 3.6, Borrower will, and will cause each
of the Loan Parties to, at all times preserve and keep in full force and effect
its corporate or company existence and all rights and Franchises material to
its business.

                  2.5 Further Assurances. Borrower shall, and shall cause each
of the Loan Parties to, from time to time, execute such financing statements,
documents and reports as Agent or Requisite Lenders at any time may reasonably
request to evidence, perfect or otherwise implement the guaranties and security
for repayment of the Obligations contemplated by the Loan Documents.

                  2.6 Year 2000 Compatibility. Unless Borrower has done so
already by the Closing Date, as soon as practicable, but in any event by not
later than November 30, 1999, Borrower will (and will cause each Loan Party to)
take all action reasonably necessary to ensure that its computer based systems
are capable of the following: (i) handling date information involving all and
any dates before, during and/or after January 1, 2000, including accepting
input, providing output and performing date calculations in whole or in part;
(ii) operating, accurately without interruption on and in respect of any and
all dates before, during and/or after January 1, 2000 and without any material,
adverse change in performance; and (iii) storing and providing date input
information without creating any ambiguity as to the century (systems
satisfying clauses (i) through (iii) above herein sometimes referred to as
being "Y2K Compliant"). Subsequent to November 30, 1999, Borrower shall monitor
the Loan Parties' being Year 2000 Compliant, and shall report promptly to Agent
in writing in the event of any actual or anticipated failure by any Loan Party
to be (or remain) Year 2000 Compliant, specifying in detail the nature of the
failure, the equipment or systems involved and Borrower's plan to address and
resolve such failure.

                  2.7 Pledge of Stock. On the Closing Date, (i) as to Borrower,
Parent shall, and (ii) as to all Subsidiaries (whether direct or indirect) of
Borrower existing on the Closing Date, and upon the establishment, creation or
acquisition thereof, as to each such Subsidiary established, created or
acquired subsequent to the Closing Date in accordance with Section 3.13 below,
Borrower shall, or (as the case may be) shall cause each of its Subsidiaries
to, pledge to Agent, as security for payment of the Obligations, pursuant to
one or more Pledge Agreements, all Equity Interests owned in Borrower by Parent
or by Borrower or any such Subsidiary in any such Subsidiaries of Borrower.

                  2.8 Conforming Leasehold Interests; Matters Relating to
Additional Real Property Collateral.

                  (A) If any Loan Party acquires any Material Leasehold
Property subsequent to the Closing Date each of the Loan Parties shall use its
reasonable efforts (without requiring Loan


                                     -22-
<PAGE>   28


Party to relinquish any material rights or incur any material obligations or to
expend more than a nominal amount of money over and above the reimbursement, if
required, of the landlord's out-of-pockets costs, including attorneys' fees) to
cause such Leasehold Property to be a Conforming Leasehold Interest.

                  (B) From and after the Closing Date, in the event that (i)
any Loan Party acquires any fee simple interest in real property or any
Material Leasehold Property, or the Agent determines in its sole discretion to
place a Mortgage on any Real Property Asset owned on the Closing Date by any
Loan Party (if a Mortgage was not placed on any such Real Property Asset as of
the Closing Date), or (ii) at the time any Person becomes a Subsidiary
Guarantor, such Person owns or holds any fee interest in real property or any
Material Leasehold Property, in either case excluding any such Real Property
Asset the encumbering of which requires the consent of any applicable lessor or
(in the case of clause (ii) above) any then-existing senior lienholder, where
the Loan Parties are unable to obtain such lessor's or senior lienholder's
consent (any such non-excluded Real Property Asset described in the foregoing
clause (i) or (ii) being a "Additional Mortgaged Property"), such Loan Party
shall deliver to Agent, as soon as practicable after such Person acquires such
Additional Mortgaged Property, but, in any event within thirty (30) days
thereafter, the following:

                  (i) Additional Mortgages. A fully executed and notarized
         Mortgage (an "Additional Mortgage"), in proper form for recording in
         all appropriate places in all applicable jurisdictions, encumbering
         the interest of such Loan Party in such Additional Mortgaged Property;

                  (ii) Recorded Leasehold Interests. In the case of any
         Additional Mortgaged Property consisting of a Leasehold Property,
         copies of all leases between such Loan and the applicable lessor.

                  (iii) Landlord's Agreement. In the case of any Additional
         Mortgaged Property consisting of a Leasehold Property, (a) a
         Landlord's Agreement with respect thereto and where required by the
         terms of any lease, the consent of the mortgagee, ground lessor or
         other party and (b) evidence that such Leasehold Property is a
         Recorded Leasehold Interest;

                  (iv) Matters Relating to Flood Hazard Properties. (A)
         Evidence as to whether any Additional Mortgaged Property is a Flood
         Hazard Property and (B) if such Additional Mortgaged Property is a
         Flood Hazard Property, evidence that the applicable Loan Party, has
         obtained flood insurance with respect to each Flood Hazard Property in
         amounts approved by Agent, or evidence acceptable to Agent that such
         insurance is not available;

                  (v) Title Insurance. (A) If required by Agent, ALTA mortgagee
         title insurance policies or unconditional commitments therefor (the
         "Additional Mortgage Policies') issued by the Title Company with
         respect to the Additional Mortgaged Property, in an amount
         satisfactory to Agent, insuring fee simple title to, or a valid
         leasehold interest in, each such Additional Mortgaged Property vested
         in such Loan Party


                                     -23-
<PAGE>   29


         and assuring Agent that such Additional Mortgage creates a valid and
         enforceable first priority mortgage Lien on such Additional Mortgaged
         Property, subject only to such standard exceptions as may be
         reasonably acceptable to Agent and Permitted Encumbrances, which
         Additional Mortgage Policy (I) shall include all endorsement for
         matters reasonably requested by Agent and (II) shall provide for
         affirmative insurance and such reinsurance as the Agent may reasonably
         request, all of the foregoing to be in form and substance reasonably
         satisfactory to Agent; and (B) evidence satisfactory to Agent that
         such Loan Party has (I) delivered to the Title Company all
         certificates and affidavits required by the Title Company m connection
         with the issuance of the Additional Mortgage Policy and (II) paid to
         the Title Company or to the appropriate Governmental Authorities all
         expenses and premiums of the Title Company in connection with the
         issuance of the Additional Mortgage Policy and all recording and stamp
         taxes (including mortgage recording and intangible taxes) payable in
         connection with recording the Additional Mortgage in the appropriate
         real estate records;

                  (vi) Title Reports. If no Additional Mortgage Policy is
         required with respect to such Additional Mortgaged Property, a title
         report issued by the Title Company with respect thereto, dated not
         more than (30) days prior to the date such Additional Mortgage is to
         be recorded and satisfactory in and substance to the Agent;

                  (vii) Copies of Documents Relating to Title Exceptions.
         Copies of all recorded documents listed as exceptions to title or
         otherwise referred to in the Additional Mortgage Policy or in the
         title reports delivered pursuant to clause (vi);

                  (viii) Environmental Audit. If required by Agent, reports and
         other information in form, scope and substance satisfactory to Agent
         and prepared by environmental consultants satisfactory to Agent,
         concerning any environmental hazards or liabilities to which any Loan
         Party may be subject with respect to such Additional Mortgaged
         Property;

                  (ix) Environmental Indemnity Agreement. An environmental
         indemnity agreement favoring the Agent and Lenders substantially in
         the same form as annexed hereto as EXHIBIT N with respect to such
         Additional Mortgaged Property (or an amendment adding such Additional
         Mortgaged Property as covered property under any existing
         environmental indemnity agreement executed pursuant hereto); and

                  (x) Opinions of Counsel. (1) A favorable opinion of counsel
         (which counsel shall be satisfactory to the Agent and Special
         Counsel), as to the due authorization, execution and delivery by such
         Loan Party of such Additional Mortgage and such other matters as Agent
         may reasonably request, and (2) if required by Agent, an opinion of
         counsel (which counsel shall be satisfactory to Agent) in the state in
         which such Additional Mortgaged Property is located with respect to
         the enforceability of the form of Additional Mortgages to be recorded
         in such state and such other matters (including any matters governed
         by the laws of such state regarding personal property security
         interests in respect of any Collateral) as Agent may reasonably
         request, in each case in form and substance reasonably satisfactory to
         Agent.


                                     -24-
<PAGE>   30


                  (C) Each of the Loan Parties shall permit an independent real
estate appraiser satisfactory to Agent, upon reasonable notice, to visit and
inspect any Additional Mortgaged Property for the purpose of preparing an
appraisal of such Additional Mortgaged Property satisfying the requirements of
all applicable laws and regulations (in each case to the extent required under
such laws and regulations as determined by Agent in its sole discretion).

                  2.9 Interest Rate Protection. As soon as practicable after
the Closing Date, but any event not later than ninety (90) days after the
Closing Date, Borrower will purchase (and shall expend not more than an amount
acceptable to the Requisite Lenders in connection therewith) Interest Rate
Protection Products, satisfactory to the Requisite Lenders, which may, but need
not, be offered by a Lender (or an Affiliate of a Lender), which will cap the
maximum interest rate payable by the Borrower hereunder at not more than eleven
and one-half percent (11 1/2%) per annum, with respect to at least forty
percent (40%) of the aggregate Commitments for a period of not less than three
(3) years.

                  2.10 Life Insurance. As soon as practicable after the Closing
Date, but in any event not later than sixty (60) days after the Closing Date,
Borrower shall have obtained, and at all times thereafter Borrower shall
maintain, fully paid up term life insurance policies from a nationally
recognized life insurer on the lives of Stephen F. Johnston, Sr. and Michael W.
Riley, in the minimum respective amounts of $1,500,000 and $1,000,000, on which
Agent shall be named beneficiary and sole collateral assignee. The foregoing
shall be in addition to, and separate and apart from, any other life insurance
on the lives of Stephen F. Johnston, Sr. and/or Michael W. Riley which, now or
hereafter, may be assigned to ACS as security for the ACS Investment, which
assignments are hereby expressly permitted and as to which neither the Agent
nor any Lender shall have any right, title or claim.

                  2.11 Motor Vehicles. In furtherance of Section 5(a) of the
Security Agreement, but not in limitation thereof, as soon as practicable after
the Closing Date, but in any event not later than twenty-one (21) days after
the Closing Date, Borrower will assemble all certificates of title (or similar
indicia of ownership) in respect of all motor vehicles then owned by any Loan
Party and deliver same to Agent to hold as additional Collateral together with
signed applications to have Agent's status as first lienholder noted thereon
and cash in an amount sufficient to accommodate re-registration. Thereafter,
not later than twenty-one (21) days after any Loan Party acquires ownership of
any other motor vehicles, Borrower shall cause the certificates of title
therefor (or similar indicia of ownership) to have Agent's status as first
lienholder noted directly thereon and the same to be delivered to Agent with
such notation within such twenty-one (21) day period, thereafter to be held by
it as additional Collateral.


                                   SECTION 3
                               NEGATIVE COVENANTS

                  Borrower covenants and agrees that so long as the Commitments
are in effect and until payment in full of all Obligations, unless Requisite
Lenders shall otherwise give their prior


                                     -25-
<PAGE>   31



written consent, Borrower shall perform and comply with, and shall cause each
of the other Loan Parties to perform and comply with, all covenants in this
Section 3 applicable to such Person.

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

                  (A) the Obligations;

                  (B) intercompany Indebtedness among or between Borrower and
its Subsidiaries which are Affiliate Guarantors; provided that the obligations
of each obligor of such Indebtedness shall: (1) be subordinated in right of
payment to the Obligations from and after such time as any portion of the
Obligations shall become due and payable and remain unpaid (whether at stated
maturity, by acceleration or otherwise); (2) at Agent's request, be evidenced
by promissory notes, which shall have been pledged to Agent, for the benefit of
Agent and Lenders, as security for the Obligations; and (3) have such other
terms and provisions as Agent or Requisite Lenders may reasonably require;

                  (C) Indebtedness not to exceed One Million Two Hundred Fifty
Thousand Dollars ($1,250,000) in the aggregate at any time outstanding secured
by purchase money Liens or incurred with respect to Capital Leases;

                  (D) Existing Subordinated Indebtedness under the Seller
Notes;

                  (E) Subordinated Indebtedness to ACS in respect of the ACS
Investment which is existing on, or committed to be made as of, the Closing
Date;

                  (F) Subordinated Indebtedness owing subsequent to the Closing
Date to sellers in respect of Approved Acquisitions;

                  (G) Performance and payment bonds in an aggregate amount at
any time outstanding not to exceed Five Million Dollars ($5,000,000);

                  (H) Existing Indebtedness (if any) identified on SCHEDULE 3.1
hereto;

                  (I) Escrowed Seller Debts, to the extent fully paid and
satisfied by January 7, 2000;

                  (J) renewals, replacements or extensions of the foregoing.

                  3.2 Liens and Related Matters.

                  (A) No Liens. Borrower will not, and will not permit any of
the Loan Parties, directly or indirectly, to create, incur, assume or permit to
exist any Lien on or with respect to any property or asset of Borrower or any
of the Loan Parties, whether now owned or hereafter acquired, or any income or
profits therefrom, except Permitted Encumbrances, and will defend


                                     -26-
<PAGE>   32


the Collateral, and the right, title and interest of Agent as lienholder
therein, against, and take such other action as is necessary to remove, any
Lien on the Collateral, except Permitted Encumbrances. "Permitted Encumbrances"
means the following:

                  (1) Liens for taxes, assessments or other governmental
         charges not yet due and payable or which are being contested in good
         faith; provided, that, in the case of contested Liens, a reserve or
         other, appropriate provision shall have been made therefor in
         accordance with GAAP;

                  (2) statutory Liens of landlords, carriers, warehousemen,
         mechanics, materialmen and other similar liens imposed by law, which
         are incurred in the Ordinary Course of Business for sums not more than
         thirty (30) days delinquent or which are being contested in good
         faith; provided that, in the case of contested Liens, a reserve or
         other appropriate provision shall have been made therefor;

                  (3) Liens (other than any Lien imposed by the Employee
         Retirement Income Security Act of 1974 or any rule or regulation
         promulgated thereunder) incurred or deposits made in the Ordinary
         Course of Business in connection with workers' compensation,
         unemployment insurance and other types of social security, or to
         secure the performance of tenders, statutory obligations, surety,
         stay, customs and appeal bonds, bids, leases, government contracts,
         trade contracts, performance and return of money bonds and other
         similar obligations (exclusive of obligations for the payment of
         borrowed money);

                  (4) deposits, made in the Ordinary Course of Business, to
         secure liability to insurance carriers;

                  (5) Liens for purchase money obligations; provided that: (a)
         the purchase of the asset subject to any such Lien is permitted under
         Section 4.2(E); (b) the Indebtedness secured by any such Lien is
         permitted under Section 3.1; and (c) any such Lien encumbers only the
         asset so purchased;

                  (6) any attachment or judgment Lien not otherwise
         constituting a Default or an Event of Default under subsection 6.1(H);

                  (7) easements, rights of way, restrictions, and other similar
         charges or encumbrances not interfering in any material respect with
         the Ordinary Course of Business;

                  (8) any interest or title of a lessor or sublessor under any
         lease;

                  (9) Liens in favor of Agent, for the benefit of Agent and
         Lenders;

                  (10) a subordinated Lien on certain assets of Borrower and
         its Subsidiaries granted to ACS to secure payment of the ACS
         Investment, obtained in compliance with the terms of the ACS
         Subordination Agreement;


                                     -27-
<PAGE>   33


                  (11) assignments of life insurance to ACS permitted under
         Section 2.11;

                  (12) existing Liens in favor of holders of Escrowed Seller
         Debt, to the extent such Liens are terminated not later than January
         7, 2000;

                  (13) other Liens existing on the date hereof and set forth on
         SCHEDULE 3.2 hereto; and

                  (14) any other Liens approved in writing at any time by the
         Requisite Lenders.


                  (B) No Negative Pledges. Borrower will not, and will not
permit any of the Loan Parties, directly or indirectly, to enter into or assume
any agreement (other than the Loan Documents) prohibiting the creation or
assumption of any Lien upon its properties or assets, whether now owned or
hereafter acquired other than (i) such prohibitions contained in the Loan
Documents, (ii) such prohibitions contained in agreements for purchase money
Liens or capital leases which cover only the assets so purchased or leased, as
the case may be (and, in each instance, proceeds thereof) and (iii) such
prohibitions as are contained in software licenses prohibiting the creation of
any Liens with respect to any interest in such licenses.

                  (C) No Restrictions on Subsidiary Distributions. Except as
may be provided herein, Borrower will not, and will not permit any of the Loan
Parties, directly or indirectly, to create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction of any kind
on the ability of Borrower or any such Subsidiary to: (i) pay dividends or make
any other distributions; (ii) subject to any subordination provisions made for
the benefit of Agent and Lenders, pay any Indebtedness owed to Borrower or any
other Loan Party; (iii) make loans or advances to Borrower or any other
Subsidiary; or (iv) transfer any of its property or assets to Borrower or any
other Subsidiary.

                  3.3 Investments; Joint Ventures. Borrower will not, and will
not permit any of the Loan Parties, directly or indirectly, to make or own any
Investment (defined below) in any Person, except:

                  (A) Parent may make and own Investments in Borrower;

                  (B) The Loan Parties may make and own Investments in Cash
         Equivalents (defined below);

                  (C) Borrower and its Subsidiaries may make intercompany loans
         (each to the other) to the extent (if any) permitted under subsection
         3.1(B);

                  (D) Borrower and its Subsidiaries may make loans and advances
         to employees for moving, entertainment, travel and other similar
         expenses in the Ordinary Course of Business;


                                     -28-
<PAGE>   34


                  (E) Borrower and its Subsidiaries may make Approved
         Acquisitions (with the consent and approval of all Lenders);

                  (F) Parent, Borrower and any Subsidiaries of Borrower may
         make Investments in Subsidiaries of Borrower in existence on the date
         hereof or which are permitted to be created, established or acquired
         pursuant to Section 3.13 hereof; and

                  (G) The Loan Parties may continue to hold Investments (if
         any) made on or before the Closing Date and disclosed on SCHEDULE 3.3.

                  (H) Borrower may enter into Interest Rate Protection
         Products, to the extent required in Section 2.9, but otherwise only in
         the Ordinary Course of Business and for the management of its
         liabilities, and not for speculative purposes.

         "Investment" means (i) any direct or indirect purchase or other
acquisition by any Loan Party of any beneficial interest in, including stock,
partnership interest or other equity securities of, any other Person,
including, but not limited to, pursuant to any Acquisition; and (ii) any direct
or indirect loan, advance or capital contribution by Borrower or any of its
Subsidiaries to any other Person. The amount of any Investment shall be the
original cost of such Investment plus the cost of all additions thereto,
without any adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment.

         "Cash Equivalents" means: (i) marketable direct obligations issued or
unconditionally guarantied by the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one (1) year from the date of acquisition thereof;
(ii) commercial paper maturing no more than one (1) year from the date issued
and, at the time of acquisition, having a rating of at least A-1 from Standard
& Poor's (a division of The McGraw-Hill Companies, Inc.) or at least P-1 from
Moody's Investors Service, Inc.; (iii) certificates of deposit or bankers'
acceptances maturing within one (1) year from the date of issuance thereof
issued by, or overnight reverse repurchase agreements with, any commercial bank
organized under the laws of the United States of America or any State thereof
or the District of Columbia having combined capital and surplus of not less
than Five Hundred Million Dollars ($500,000,000); (iv) demand deposits, "money
market" accounts and time deposits maturing no more than thirty (30) days from
the date of creation thereof with commercial banks having membership in the
Federal Deposit Insurance Corporation in amounts not exceeding the lesser of
One Hundred Thousand Dollars ($100,000) or the maximum amount of insurance
applicable to the aggregate amount of Borrower's deposits at such institution;
or (v) investments in "money market" funds within the meaning of Rule 2a-7
under the Investment Company Act of 1940.

                  3.4 Contingent Obligations. Borrower will not, and will not
permit any of the Loan Parties, directly or indirectly, to create or become or
be liable with respect to any Contingent Obligation (defined below), except
those:

                  (A) resulting from endorsement of negotiable instruments for
         collection in the Ordinary Course of Business;


                                     -29-
<PAGE>   35


                  (B) existing on the Closing Date and described in SCHEDULE
         3.4 annexed hereto;

                  (C) arising under indemnity agreements to a Title Company to
         cause such title insurers to issue to Agent mortgagee title insurance
         policies;

                  (D) arising with respect to customary indemnification
         obligations incurred in connection with Asset Dispositions;

                  (E) incurred in the Ordinary Course of Business with respect
         to surety and appeal bonds, performance and return-of-money bonds and
         other, similar obligations;

                  (F) incurred with respect to Indebtedness permitted by
         subsection 3.1;

                  (G) incurred in the Ordinary Course of Business in connection
         with any Interest Rate Protection Products;

                  (H) incurred in the Ordinary Course of Business in respect of
         letters of credit, surety bonds or similar obligations; or

                  (I) arising hereunder or under any Loan Documents.

                  "Contingent Obligation," as applied to any Person, means any
direct or indirect liability of that Person: (i) with respect to any
indebtedness, lease, dividend or other obligation of another Person if the
primary purpose or intent of the Person incurring such liability, or the
primary effect thereof, is to provide assurance to the obligee of such
liability that such liability will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
liability will be protected (in whole or in part) against loss with respect
thereto; (ii) with respect to any letter of credit issued for the account of
that Person or as to which that Person is otherwise liable for reimbursement of
drawings; or (iii) under any foreign exchange contract, currency swap
agreement, interest rate swap agreement or other similar agreement or
arrangement designed to alter the risks of that Person arising from
fluctuations in currency values or interest rates. Contingent Obligations shall
also include (a) the direct or indirect guaranty, endorsement (other than for
collection or deposit in the Ordinary Course of Business), co-making,
discounting with recourse or sale with recourse by such Person of the
obligation of another, (b) the obligation to make take-or-pay or similar
payments if required regardless of nonperformance by any other party or parties
to an agreement, and (c) any liability of such Person for the obligations of
another through any agreement to purchase, repurchase or otherwise acquire such
obligation or any property constituting security therefor, to provide funds for
the payment or discharge of such obligation or to maintain the solvency,
financial condition or any balance sheet item or level of income of another.
The amount of any Contingent Obligation shall be equal to the amount of the
obligation so guaranteed or otherwise supported or, if not a fixed and
determined amount, the maximum amount so guaranteed.


                                     -30-
<PAGE>   36



                  3.5 Restricted Junior Payments. Borrower will not, and will
not permit any of its Subsidiaries, directly or indirectly, to declare, order,
pay, make or set apart any sum for any Restricted Junior Payment, except that
(i) Subsidiaries of Borrower may make Restricted Junior Payments to Borrower or
other Subsidiaries of Borrower; (ii) from and after the second anniversary of
the Closing Date, provided no Default or Event of Default has occurred at the
time such payment is made or otherwise would result therefrom, Borrower may
make cash distributions to Parent from time to time to permit Parent, in turn,
to pay dividends to Stratford in accordance with the terms of the Stratford
Agreements as in effect on the Closing Date and the Stratford Intercreditor
Agreement; (iii) provided that no Default or Event of Default has occurred at
the time such payment is made or otherwise would result therefrom, Borrower may
(or may make cash distributions to Parent from time to time to permit Parent,
in turn, to) make payments of principal and interest to the holders of the
Seller Debts (excepting therefrom the Escrowed Seller Debts) in accordance with
the terms of the Seller Subordination Agreements; (iv) Borrower may make
payments to ACS in respect of the ACS Investment in accordance with the terms
of the ACS Subordination Agreement; and (v) from and after the second
anniversary of the Closing Date, provided no Default or Event of Default has
occurred at the time such payment is made or otherwise would result therefrom,
Borrower may make cash distributions to Parent from time to time to permit
Parent, in turn, to pay dividends to the Preferred Shareholders in respect of
the Preferred Investment in accordance with the terms of the Preferred
Investment Documents and, with respect to each party thereto, the Affiliate
Subordination Agreement. Without limitation of the foregoing, in determining
whether a Default or Event of Default exists in respect of Borrower's
continuing compliance with the financial covenants set forth in Section 4.2
hereof, the above-described payments shall be deemed made on a pro forma basis
as of the most recently completed fiscal quarter of Borrower for which
financial reports are then available.

                  "Restricted Junior Payment" means: (i) any dividend or other
distribution, direct or indirect, on account of any shares of any Equity
Interests of Borrower or any of its Subsidiaries now or hereafter outstanding,
except a dividend or distribution payable solely in additional Equity
Interests; (ii) any redemption, conversion, exchange, retirement, sinking fund
or similar payment, purchase or other acquisition for value, direct or
indirect, of any shares of any class of Equity Interests of Borrower or any of
its Subsidiaries now or hereafter outstanding; (iii) any payment or prepayment
of interest on, principal of, premium, if any, redemption, conversion,
exchange, purchase, retirement, defeasance, sinking fund or similar payment
with respect to, any Subordinated Indebtedness; and (iv) 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 Equity Interests of Borrower or
any of its Subsidiaries now or hereafter outstanding.

                  3.6 Restriction on Fundamental Changes. Borrower will not,
and will not permit any of the Loan Parties, directly or indirectly, to: (a)
amend, modify or waive any term or provision of its articles of incorporation
or articles of organization, certificates of designations pertaining to
preferred stock or by-laws or any operating agreement, unless and except to the
extent required by law or to the extent such amendment, modification or waiver
does not have, and would not reasonably be expected to have, a Material Adverse
Effect; (b) enter into any transaction of merger or consolidation except: (i)
pursuant to the Capitalization/Acquisition Documents on the Closing Date, (ii)
in connection with an Approved Acquisition, (iii) that any Subsidiary of
Borrower may be merged with or into Borrower (provided that Borrower is the


                                     -31-
<PAGE>   37


surviving entity) or with or into any other Subsidiary of Borrower which is
then or immediately thereafter becomes an Affiliate Guarantor, and (iv) that
Borrower or any of its Subsidiaries may effect a merger solely for the purpose
of changing its jurisdiction of incorporation or formation; (c) liquidate,
wind-up or dissolve itself (or suffer any liquidation or dissolution) unless
(i) the entity in question is not Parent or Borrower and (ii) all, or
substantially all, assets of the entity in question are distributed to Borrower
or one of the Borrower's Subsidiaries which is then an Affiliate Guarantor; or
(d) make any Acquisition, except an Approved Acquisition.

                  3.7 Disposal of Assets or Subsidiary Stock. Borrower will
not, and will not permit any of the Loan Parties, directly or indirectly, to:
convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any
Person an option to acquire, in one transaction or a series of transactions,
any of its property, business or assets, or the capital stock of or any other
Equity Interests in any of the Loan Parties, whether now owned or hereafter
acquired, except for: (a) bona fide sales of inventory to customers in the
Ordinary Course of Business; (b) transfers of assets by, between or among
Borrower and the Affiliate Guarantors in the Ordinary Course of Business; and
(c) Asset Dispositions, if, but only if, all of the following conditions are
met: (i) the aggregate value of total assets sold or otherwise disposed of in
any fiscal year of Borrower and its Subsidiaries, based on the sales price
received therefor, does not exceed Five Hundred Thousand Dollars ($500,000);
(ii) the sale or other disposition is made to a Person which is other than an
Affiliate of Borrower; (iii) the sole consideration received is cash or
property in which Agent, for its benefit and the ratable benefit of Lenders,
has a first priority security interest (subject to Permitted Encumbrances);
(iv) the Net Proceeds of such Asset Disposition are applied in repayment of any
Loans then outstanding until fully paid in the manner prescribed in Section
1.3; (v) after giving effect to the sale or other disposition of the assets
included within the Asset Disposition and the repayment of Indebtedness with
the proceeds thereof, Borrower is in compliance with the covenants set forth in
Section 4.2 recomputed on a pro forma basis using financial data for the most
recently ended month for which information is available and is in compliance
with all other terms and conditions contained in this Agreement; and (vi) no
Default or Event of Default then exists or shall result from such sale or other
disposition.

                  3.8 Transactions with Affiliates. Borrower will not, and will
not permit any of the Loan Parties, directly or indirectly, to enter into or
permit to occur any transaction (including the purchase, sale, lease or
exchange of any property or the rendering of any service) with any Affiliate or
with any director, officer or employee of any Loan Party, except for (i)
transactions in the Ordinary Course of Business and upon fair and reasonable
terms which are no less favorable to Borrower or such Loan Party than would be
obtained in a comparable arm's length transaction with a Person that is not an
Affiliate, and which, at Agent's request, are fully disclosed to such Person,
(ii) asset transfers permitted under Section 3.7; (iii) transactions pursuant
to agreements entered into or in effect on the Closing Date and listed on
SCHEDULE 3.8 hereof; (iv) compensation arrangements entered into in the
Ordinary Course of Business with employees, officers, directors and independent
contractors who are not otherwise Affiliates; and (v) the issuance to employees
of Parent of stock options (and the issuance of shares of capital stock upon
the exercise of such stock options) and similar rights pursuant to bona fide
employee benefit plans approved by its Board of Directors.


                                     -32-
<PAGE>   38


                  3.9 Management Fees and Compensation. Borrower will not, and
will not permit any of the Loan Parties, directly or indirectly, to pay any
management, consulting or similar fees to any Affiliate, except for services
actually performed in the Ordinary Course of Business, and subject to
compliance with Section 3.8.

                  3.10 Conduct of Business. Borrower will not and will not
permit any of the Loan Parties, directly or indirectly to engage in any
business other than Permitted Business. Subsequent to the Closing Date, Parent
will not (i) engage in any business, (ii) create, incur or assume any
obligations other than in the Ordinary Course of Business or (iii) own or
acquire any assets other than (A) Equity Interests in Borrower and (B) cash and
Cash Equivalents, in amounts sufficient to meet its obligations in the Ordinary
Course of Business.

                  3.11 Changes Relating to Subordinated Indebtedness. Borrower
will not, and will not permit any of its Subsidiaries, directly or indirectly,
to change or amend the terms of any Subordinated Indebtedness if the effect of
any such amendment is to: (a) increase the interest rate on such Indebtedness;
(b) change the dates upon which payments of principal or interest are due on
such Indebtedness; (c) change any event of default or add or change any
covenant with respect to such Indebtedness; (d) change the prepayment
provisions of such Indebtedness; (e) change the subordination provisions
thereof (or the subordination terms of any guaranty thereof); or (f) cause, or
have the effect of permitting, an increase in the amount, frequency or maturity
of payment, in cash or other property (excepting therefrom payments in
additional Subordinated Indebtedness, equity securities or payments in kind),
of any Subordinated Indebtedness at any time or from time to time during the
period of subordination.

                  3.12 Fiscal Year. Borrower will not, and will not permit any
of the Loan Parties to, change its fiscal year from December 31.

                  3.13 Subsidiaries. Borrower will not, and will not permit any
of its Subsidiaries, directly or indirectly, to establish, create or acquire
any new Subsidiary, except pursuant to Approved Acquisitions; provided,
however, that any Subsidiary which is established, created or acquired
hereafter either pursuant to an Approved Acquisition or otherwise with the
prior written consent of the Requisite Lenders, shall, upon its establishment,
creation or acquisition, become an Affiliate Guarantor hereunder by its
execution and delivery to Agent of a Joinder Agreement in substantially the
same form of EXHIBIT B hereto, and Borrower shall (or shall cause its
applicable subsidiary) to comply with Section 2.6 in regard thereto. Except as
expressly permitted by this Agreement, no Loan Party shall sell, transfer or
otherwise dispose of any Equity Interests in any Subsidiary owned by it, nor
permit any Subsidiary to issue any shares of stock of any class whatsoever to
any Person other than to a Loan Party. The Loan Parties will take such action
from time to time as shall be necessary to ensure that the percentage of the
Equity Interests of any class or character owned by it in any Subsidiary on the
Closing Date hereof (or, in the case of any newly formed or newly acquired
Subsidiary, on the date of formation or acquisition) is not any time decreased,
other than by reason of transfers to another Loan Party. In the event that any
additional Equity Interests shall be issued by Borrower or any Subsidiary, the
respective holder of such Equity Interests shall forthwith deliver to Agent
pursuant to a Pledge Agreement any certificates evidencing such Equity
Interests, accompanied


                                     -33-
<PAGE>   39


by undated stock powers executed in blank and to take such other action as
Agent shall request to perfect the security interest created therein pursuant
to such Pledge Agreement.

                                   SECTION 4
                         FINANCIAL REPORTING/COVENANTS

                  Borrower covenants and agrees that so long as any Commitment
is in effect and until payment in full of all Obligations, unless the Requisite
Lenders shall otherwise give their prior written consent, Borrower shall
perform and comply with, and shall cause each of the other Loan Parties to
perform and comply with, all covenants in this Section 4 applicable to such
Person.

                  4.1 Financial Statements and Other Reports. Borrower will
maintain, and cause each of the Loan Parties to maintain, a system of
accounting established and administered in accordance with sound business
practices to permit preparation of financial statements in conformity with GAAP
(it being understood that monthly financial statements are not required to have
footnote disclosures). Borrower will deliver each of the financial statements
and other reports described below to Agent and each Lender:

                  (A) Monthly Financials. As soon as available and in any event
within thirty (30) days after the end of each fiscal month of Borrower,
Borrower will deliver the consolidated balance sheets of Parent, Borrower and
Borrower's Consolidated Subsidiaries, as at the end of such month, and the
related consolidated statements of income, stockholders' equity and cash flow
for such month and for the period from the beginning of the then current fiscal
year of Borrower to the end of such month, together with (i) a monthly
comparative budget analysis, by division, reconciling actual and projected
revenue, income, expenses, assets and liabilities, and (ii) consolidating
statements of the foregoing, in summary form.

                  (B) Year-End Financials. As soon as available and in any
event within one hundred twenty (120) days after the end of each fiscal year of
Borrower, Borrower will deliver (1) the consolidated and consolidating balance
sheets of Parent, Borrower and Borrower's Consolidated Subsidiaries, as at the
end of such year, and the related consolidated statements of income,
stockholders' equity and cash flow for such fiscal year, and (2) a report with
respect to the consolidated financial statements from a firm of certified
public accountants selected by Borrower and reasonably acceptable to Agent,
which report shall be prepared in accordance with Statement of Auditing
Standards No. 58 (the "Statement") entitled "Reports on Audited Financial
Statements" and such report shall be "Unqualified" (as such term is defined in
such Statement).

                  (C) Compliance Certificate. On a monthly basis, within thirty
(30) days after the end of each fiscal month of Borrower, Borrower will deliver
a fully and properly completed compliance certificate (in substantially the
same form as EXHIBIT C) (the "Compliance Certificate") signed by an Executive
Officer.

                  (D) Business Backlog Report. On a monthly basis, within
thirty (30) days after the end of each fiscal month of Borrower, Borrower will
deliver a fully and properly


                                     -34-
<PAGE>   40


completed business backlog report detailing all key projects in which a
purchase order has been executed and the probability of Borrower (or a
Subsidiary) being mandated on other key projects, segregated by division, on
30, 60, 90 and over 90 day (to 12 months) terms, and otherwise to be in such
form and substance as shall be reasonably acceptable to Agent, signed by an
Executive Officer.

                  (E) Accountants' Reports. Promptly upon receipt thereof,
Borrower will deliver copies of all significant reports submitted by Borrower's
firm of certified public accountants in connection with each annual, interim or
special audit or review of any type of the financial statements or related
internal control systems of Borrower made by such accountants, including any
comment letter submitted by such accountants to management in connection with
their services.

                  (F) Collateral Reporting. On a monthly basis within twenty
(20) days following the end of each calendar month, or more frequently if
requested by Agent, an accounts receivable aging summary, which summary shall
be in form reasonably satisfactory to Agent, and which summary shall be
accompanied by such further details concerning the Accounts as Agent may
reasonably request from time to time.

                  (G) Projections. As soon as available after approval by its
Board of Directors, and in any event no later than ten (10) days before the end
of each of Borrower's fiscal years, Borrower will deliver Projections of
Borrower and its Subsidiaries for the forthcoming twelve (12) fiscal months,
month-by-month, and for the forthcoming five (5) fiscal years, year-by-year.

                  (H) SEC Filings and Press Releases. Promptly upon their
becoming available, Borrower will deliver copies of (1) all financial
statements, reports, notices and proxy statements sent or made available by
Parent, Borrower or any of its Subsidiaries to their respective security
holders, if Parent or Borrower has a class of securities registered with the
SEC, and (2) all regular and periodic reports and all registration statements
and prospectuses, if any, filed by Parent, Borrower or any of its Subsidiaries
with any securities exchange or with the Securities and Exchange Commission or
any governmental or private regulatory authority.

                  (I) Events of Default, Etc. Promptly upon any Executive
Officer of Borrower obtaining knowledge of any of the following events or
conditions, Borrower shall deliver copies of all notices given or received by
Borrower with respect to any such event or condition and a certificate of an
Executive Officer specifying the nature and period of existence of such event
or condition and what action Borrower has taken, is taking and proposes to take
with respect thereto: (1) any condition or event that constitutes an Event of
Default or Default; (2) any notice that any Person has given to Borrower or any
of their respective Subsidiaries or any other action taken with respect to a
claimed default or event or condition; or (3) any event or condition that could
reasonably be expected to result in any Material Adverse Effect.

                  (J) Litigation. Promptly upon any Executive Officer of
Borrower obtaining knowledge of (1) the institution of any action, suit,
proceeding, governmental investigation or arbitration against or affecting any
Loan Party or any property of any Loan Party not previously disclosed by
Borrower to Agent or (2) any material development in any action, suit,
proceeding,


                                     -35-
<PAGE>   41


governmental investigation or arbitration at any time pending against or
affecting any Loan Party or any property of any Loan Party which, in the case
of (1) or (2) above, could reasonably be expected to have a Material Adverse
Effect, Borrower will promptly give notice thereof to Agent and provide such
other information as may be reasonably available to them to enable Agent and
its counsel to evaluate such matter.

                  (K) Other Information. With reasonable promptness, Borrower
will deliver such other information and data with respect to Borrower or any
Subsidiary of Borrower as from time to time may be reasonably requested by
Agent or the Requisite Lenders.

                  4.2 Financial Covenants. Borrower will maintain, and cause
each of the Loan Parties to assist Borrower in maintaining, the financial
covenants described below:

                  (A) Fixed Charge Coverage. Borrower shall not permit Fixed
Charge Coverage (defined below), measured monthly, at the end of each fiscal
month of Borrower, for each Test Period, beginning with the Initial Test Month,
to be less than: (i) 1.00:1, through December 31, 2001, and (ii) 1.10:1, from
and after January 1, 2002; where:

         "Fixed Charge Coverage" shall mean the ratio of (i) EBITDA for the
Test Period, minus unfinanced Capital Expenditures made in such period, to the
extent then permitted to be made hereunder (as applicable), minus income taxes
paid in cash during such period, plus any portion of the ACS Investment drawn
by Borrower during such period (excluding therefrom, however, that portion of
the ACS Investment drawn by Borrower on the Closing Date), to (ii) the sum
(without duplication) of Interest Expense for such period, plus payments
(including prepayments) of principal on Total Debt made in such period
(excluding therefrom any Escrowed Seller Debt, as provided in Section 7.1(Z)
hereof), plus any Restricted Junior Payments made in such period; all
determined for Borrower and its Subsidiaries with respect to such period on a
Consolidated basis, in accordance with GAAP. In making the foregoing
calculations during the Annualization Period, EBITDA, Capital Expenditures,
income taxes and Interest Expense shall all be Annualized.

                  (B) Senior Fixed Charge Coverage. Borrower shall not permit
Senior Fixed Charge Coverage (defined below), measured monthly, at the end of
each fiscal month of Borrower, for each Test Period, beginning with the Initial
Test Month, to be less than (i) 1.20:1, through December 31, 1999; (ii) 1.25:1,
from and after January 1, 2000, through December 31, 2002; and (iii) 1.50:1,
from and after January 1, 2003; where:

"Senior Fixed Charge Coverage" shall mean the ratio of: (i) EBITDA for the Test
Period, minus unfinanced Capital Expenditures made in such period, to the
extent then permitted to be made hereunder, minus income taxes paid in cash in
such period, to (ii) the sum (without duplication) of Interest Expense for such
period, plus payments (including prepayments) of principal on all Senior Debt
be made in such period, plus any Restricted Junior Payments (other than in
respect of Subordinated Indebtedness) made in such period; all determined for
Borrower and its Subsidiaries with respect to such period on a Consolidated
basis, in accordance with GAAP. In making the foregoing calculations during the
Annualization Period, EBITDA, Capital Expenditures, income taxes and Interest
Expense shall all be Annualized.


                                     -36-
<PAGE>   42


                  (C) Total Debt Coverage. Borrower shall not permit its Total
Debt Coverage, measured monthly, at the end of each fiscal month of Borrower,
for each Test Period, beginning with the Initial Test Month, to be greater
than: (i) 4.00:1, through December 31, 1999; (ii) 3.75:1, from and after
January 1, 2000, through December 31, 2000; (iii) 3.50:1, from and after
January 1, 2001, through December 31, 2001; (iv) 3.25:1, from and after January
1, 2002, through December 31, 2002; and (v) 3.00:1, from and after January 1,
2003; where:

"Total Debt Coverage" shall mean, for each fiscal month of Borrower described
above, the ratio of (i) Total Debt as of the end of such fiscal month, to (ii)
EBITDA for the Test Period then ended (computed, during the Annualization
Period, on an Annualized basis); all determined for Borrower and its
Subsidiaries on a Consolidated basis, in accordance with GAAP.

                  (D) Senior Debt Coverage. Borrower shall not permit its
Senior Debt Coverage measured monthly, at the end of each fiscal month of
Borrower, beginning with the Initial Test Month, to be greater than 2.50:1;
where:

"Senior Debt Coverage" shall mean, as of the last day of the fiscal month of
Borrower in question, the ratio of (i) Senior Debt determined as of the end of
such fiscal month, to (ii) EBITDA for the Test Period then ended (computed,
during the Annualization Period, on an Annualized basis); all determined on a
Consolidated basis for Borrower and its Subsidiaries in accordance with GAAP.

                  (E) Capital Expenditures. Borrower will not permit Capital
Expenditures in any fiscal year of Borrower to exceed One Million Five Hundred
Thousand Dollars ($1,500,000).

"Capital Expenditures" means expenditures made or liabilities incurred for the
acquisition of fixed assets or improvements, replacements, substitutions or
additions thereto which have a useful life or more than one year, including the
total principal portion of any Indebtedness represented by Capital Leases,
determined for Borrower and its Subsidiaries on a Consolidated basis in
accordance with GAAP.

                  (F) Interest Coverage. Borrower shall not permit Interest
Coverage (defined below), measured monthly at the end of each fiscal month of
Borrower, for each Test Period beginning with the Initial Test Month, to be
less than: (i) 2.75:1, through December 31, 2000, (ii) 3.00:1, from and after
January 1, 2001, through December 31, 2001; (iii) 3.25:1, from and after
January 1, 2002, through December 31, 2002; and (iv) 3.50:1, from and after
January 1, 2003; where:

         "Interest Coverage" shall mean for each such fiscal month of Borrower,
the ratio of: (i) EBITDA for the Test Period then ended (computed, during the
Annualization Period, on an Annualized basis), to (ii) total Interest Expense
for the Test Period then ended (likewise computed, during the Annualization
Period, on an Annualized basis); all determined for Borrower and its
Subsidiaries with respect to such period on a Consolidated basis, in accordance
with GAAP.


                                     -37-
<PAGE>   43


                  (G) Excess Working Capital. Borrower shall not permit Excess
Working Capital (defined below), at any time, to be less than One Dollar
($1.00); where:

         "Excess Working Capital" shall mean, for each fiscal month of
Borrower, beginning with the Initial Test Month, the positive difference,
determined for Borrower and its Subsidiaries on a Consolidated basis in
accordance with GAAP, between (A) the sum of cash plus accounts receivable plus
costs in excess of billings, and (B) the sum of accounts payable plus billings
in excess of costs plus accruals, plus total Revolving Loans outstanding, plus
total LC Exposure; plus Two Million Dollars ($2,000,000).

                  4.3 Accounting Terms; Utilization of GAAP for Purposes of
Calculations Under Agreement. For purposes of this Agreement, all accounting
terms not otherwise defined herein shall have the meanings assigned to such
terms in conformity with GAAP. Financial statements and other information
furnished to Agent pursuant to Section 4.1 shall be prepared in accordance with
GAAP as in effect at the time of such preparation. No "Accounting Changes" (as
defined below) shall affect financial covenants, standards or terms in this
Agreement; provided that Borrower shall prepare footnotes to each Compliance
Certificate and the financial statements required to be delivered hereunder
that show the differences between the financial statements delivered (which
reflect such Accounting Changes) and the basis for calculating financial
covenant compliance (without reflecting such Accounting Changes). "Accounting
Changes" means: (a) changes in accounting principles required by GAAP and
implemented by Borrower; and (b) changes in accounting principles recommended
by Borrower's certified public accountants and implemented by Borrower.


                                   SECTION 5
                         REPRESENTATIONS AND WARRANTIES

                  In order to induce Agent and Lenders to enter into this
Agreement and make Loans, Borrower represents and warrants to Agent and each
Lender that the following statements are (and, after giving effect to the
Related Transactions, shall be) true, correct and complete:

                  5.1 Disclosure. No representation or warranty of any Loan
Party contained in this Agreement, the other Loan Documents, the financial
statements referred to in subsection 5.5, or any other document, certificate or
written statement furnished to Agent or any Lender by or on behalf of any such
Person for use in connection with the Loan Documents contained on the date such
statement was made any untrue statement of a material fact or omitted, omits or
will omit to state a material fact necessary in order to make the statements
contained herein or therein not misleading in light of the circumstances in
which they were made.

                  5.2 No Material Adverse Effect. During the period between
December 31, 1998 and the Closing Date, there have been no events or changes in
facts or circumstances affecting any Loan Party which individually or in the
aggregate have had or would reasonably be expected to have a Material Adverse
Effect and that have not been disclosed herein or in the attached Schedules.


                                     -38-
<PAGE>   44


                  5.3 No Default. The consummation of the Related Transactions
does not and will not violate, conflict with, result in a breach of, or
constitute a default (with due notice or lapse of time or both) under any
contract of any Loan Party, except if such violations, conflicts, breaches or
defaults have either been waived on or before the Closing Date or have not had,
and would not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

                  5.4 Organization, Powers, Capitalization and Good Standing.

                  (A) Organization and Powers. Each of the Loan Parties is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization (which jurisdictions, as of the
Closing Date, are set forth on SCHEDULE 5.4(A)). Each of the Loan Parties has
all requisite corporate or organizational power and authority to own and
operate its properties, to carry on its business as now conducted, to enter
into each Loan Document to which it is a party and to carry out the Related
Transactions.

                  (B) Capitalization. As of the Closing Date, the authorized
Equity Interests issued by each of Parent, Borrower and each of Borrower's
Subsidiaries are as set forth on SCHEDULE 5.4(B). All such issued and
outstanding Equity Interests are duly authorized and validly issued, fully
paid, nonassessable, free and clear of all Liens other than, in the case of
Equity Interests owned in Borrower or any such Subsidiary of Borrower, those in
favor of Agent, for the benefit of Agent and Lenders, and such shares or
interests were issued in compliance with all applicable state and federal laws
concerning the issuance of securities. As of the Closing Date, the Equity
Interests issued by each of the Parent, Borrower and each of its Subsidiaries
are owned by its stockholders and in the amounts set forth on SCHEDULE 5.4(B).
As of the Closing Date, no shares of the Equity Interests of Parent, Borrower
or any of its Subsidiaries, other than those described above, are issued and
outstanding. As of the Closing Date, except as may be specified on SCHEDULE
5.4(B), there are no preemptive or other outstanding rights, options, warrants,
conversion rights or similar agreements or understandings for the purchase or
acquisition from Parent, Borrower or any of its Subsidiaries, of any shares of
capital stock, membership interests or other securities of any such entity.

                  (C) Binding Obligation. This Agreement is, and the other Loan
Documents when executed and delivered will be, the legally valid and binding
obligations of those Loan Parties which are parties hereto or thereto, as the
case may be, each enforceable against each of such parties, as applicable, in
accordance with their respective terms, except as such enforceability may be
limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity.

                  (D) Qualification. Each of the Loan Parties is duly qualified
and in good standing wherever necessary to carry on its business and
operations, except in jurisdictions in which the failure to be qualified and in
good standing has not had, and would not reasonably be expected to have, a
Material Adverse Effect. All jurisdictions in which each Loan Party is
qualified to do business are set forth on SCHEDULE 5.4(D).


                                     -39-
<PAGE>   45


                  5.5 Financial Statements. All financial statements concerning
Parent, Borrower and its Subsidiaries which have been or will hereafter be
furnished to Agent pursuant to this Agreement, including those listed below,
have been or will be prepared in accordance with GAAP as in effect at the time
of such preparation, and do or will present fairly the financial condition of
the corporations covered thereby as at the dates thereof and the results of
their operations for the periods then ended:

                  (A) The audited financial statements of Parent, Borrower and
         its Consolidated Subsidiaries then existing at December 31, 1998, for
         the fiscal year then ended, certified by Borrower's certified public
         accountants;

                  (B) The unaudited, consolidated financial statements of
         Parent, Borrower and its Consolidated Subsidiaries then existing at
         September 30, 1999 and the related statements of income and cash flow
         for the nine (9) months then ended and the fiscal year to date;

                  (C) The pro forma balance sheet of Borrower and its
         Consolidated Subsidiaries, based on the unaudited historical balance
         sheet of Borrower and its Consolidated Subsidiaries at September 30,
         1999, but giving effect to (i) the Acquisition/Capitalization
         Transactions and (ii) the Loans being disbursed on the Closing Date
         (the "Pro Forma").


                  5.6 Intellectual Property. Each of Borrower and each of its
Subsidiaries owns, is licensed to use or otherwise has the right to use, all
material patents, trademarks, trade names, copyrights, technology, know-how and
processes used in and necessary for the conduct of its business, or that are
otherwise material to its condition (financial or other), business or
operations (such intellectual property hereinafter collectively called
"Intellectual Property"), and all such Intellectual Property, as of the Closing
Date, is identified on SCHEDULE 5.6 and, except as may be set forth on said
SCHEDULE 5.6, is fully protected and/or duly and properly registered, filed or
issued in the appropriate office and jurisdictions for such registrations,
filings or issuances. Except as disclosed in SCHEDULE 5.6, to Borrower's
knowledge, the use of such Intellectual Property by Borrower or its
Subsidiaries did not, does not and has not been alleged by any Person to
infringe on the rights of any Person.

                  5.7 Investigations, Audits, Etc. As of the Closing Date,
except as set forth on SCHEDULE 5.7, neither Parent, Borrower nor any of
Borrower's Subsidiaries is the subject of any review or audit by the Internal
Revenue Service or any governmental investigation concerning the violation or
possible violation of any law or the defendant in any pending litigation or
administrative proceeding.

                  5.8 Employee Matters. As of the Closing Date, except as set
forth on SCHEDULE 5.8, (a) neither Borrower nor any of its Subsidiaries, nor
any of its employees, is subject to any collective bargaining agreement, (b) no
petition for certification or union election is pending with respect to the
employees of Borrower or any of its Subsidiaries, and no union or collective
bargaining unit has sought such certification or recognition with respect to
the employees of Borrower or any of its Subsidiaries, and (c) there are no
strikes, slowdowns, work


                                     -40-
<PAGE>   46


stoppages or controversies pending or, to the best knowledge of Borrower after
due inquiry, threatened between Borrower or any of its Subsidiaries and its
employees, other than employee grievances arising in the Ordinary Course of
Business which could not reasonably be expected to have, either individually or
in the aggregate, a Material Adverse Effect. As of the Closing Date, except as
set forth on SCHEDULE 5.8, neither Borrower nor any of its Subsidiaries is
party to an employment contract.

                  5.9 Financial Condition and Solvency. Each of Parent,
Borrower and each of its Subsidiaries: (a) owns and will own assets the
aggregate fair saleable value of which is (i) greater than the total amount of
liabilities (including contingent liabilities) of Parent, Borrower or such
Subsidiary, as applicable, and (ii) greater than the amount that will be
required to pay Parent's, Borrower's or such Subsidiary's, as applicable, then
existing debts as they become absolute and matured considering all financing
alternatives and potential asset sales reasonably available to Parent, Borrower
or such Subsidiary; (b) has capital that is not unreasonably small in relation
to its business as presently conducted or after giving effect to any
contemplated transaction; and (c) does not intend to incur, and does not
believe that it will incur, debts beyond its ability to pay such debts as they
become due. This Agreement, the Notes, the Security Documents and the other
Loan Documents were executed and delivered by the Loan Parties in good faith,
and the Obligations incurred hereunder and the Liens granted hereunder and
thereunder were incurred and granted in exchange for fair equivalent value
received by the Loan Parties. The Borrower does not intend, in consummating the
transactions contemplated hereby, to disturb, delay, hinder or defraud either
present or future creditors or other Persons to which the Parent, Borrower or
any Subsidiary is or will become, on or after the date hereof, indebted. The
Borrower does not contemplate filing a petition in bankruptcy or for
reorganization under the Bankruptcy Code, nor are there any bankruptcy or
insolvency proceedings threatened against Borrower or any Affiliate Guarantor.
The Borrower intends to use all proceeds of the Loans in accordance with the
terms of this Agreement relevant thereto, and for no other purposes.

                  5.10 Subsidiaries. As of the Closing Date, (i) Parent has no
Subsidiaries, except Borrower, and (ii) Borrower has no Subsidiaries except as
ascribed to Borrower in the initial recitals to this Agreement.

                  5.11 Capitalization/Acquisition Transactions. The
Capitalization/Acquisition Transactions were consummated on the Closing Date
substantially in accordance with the respective terms of the Junior Capital
Infusion Documents and the Current Acquisition Documents; and, as a result
thereof, respectively: (i) Borrower has received the Junior Capital Infusion
(less the $4,500,000 portion of the ACS Investment committed to Borrower for
future draw); and (ii) Borrower has consummated the Current Acquisitions.

                  5.12 Compliance with Laws and Agreements. Each of the Loan
Parties is in compliance with all laws, regulations, policies and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. Without limitation of the
foregoing, each of the Loan parties holds all licenses, permits and other
certificates, including all FCC Licenses and other Franchises, required for the
operation of its business as presently


                                     -41-
<PAGE>   47


conducted by it. Each of the Loan Parties is in compliance with all applicable
regulations of the FCC and the FAA, including all regulations governing equal
employment opportunity and all filing requirements under the Communications
Act, and all applicable state, county, municipal and other regulations
applicable to its business, including all zoning, siting, permitting and other
land use regulations applicable thereto. All Franchises held by the Loan
Parties are described in SCHEDULE 5.12 attached hereto. The Loan Parties are
the registered holders of all licenses duly issued by the FCC and the FAA in
respect of their respective businesses. There is no threat of any
investigation, notice of violation, order, complaint or proceeding before the
FCC against the Loan Parties and no Loan Party has any reason to believe that
any of such licenses will not be renewed in the ordinary course. The FCC
Licenses and other Franchises listed on SCHEDULE 5.12 constitute the only
material Franchises required or advisable in connection with the conduct by the
Loan Parties of their businesses as conducted by them on the Closing Date.

                  5.13 Litigation and Environmental Matters.

                  (A) There are no actions, suits or proceedings by or before
any arbitrator or Governmental Authority pending against or, to the knowledge
of any of the Loan Parties, threatened against or affecting the Loan Parties
(i) as to which there is a reasonable possibility of an adverse determination
and that, if adversely determined, could reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect (other than the
Disclosed Matters) or (ii) that involve any of the Loan Documents or the
Transactions.

                  (B) Except as otherwise described on SCHEDULE 5.13, and
expect with respect to any other matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, none of the Loan Parties (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with
respect to any Environmental Liability or any inquiry or allegation in respect
thereof.


                                   SECTION 6
                          DEFAULT, RIGHTS AND REMEDIES

                  6.1 Event of Default. "Event of Default" shall mean the
occurrence or existence of any one or more of the following:

                  (A) Payment. Failure of Borrower to pay any installment of
principal of any Loan when due; or to repay Revolving Loans to reduce their
outstanding balance to the Maximum Revolving Loan Balance when due; or failure
to pay, within three (3) Business Days after the due date, any interest on any
Loan or any other amount due under this Agreement or any of the other Loan
Documents or any other Obligations; or

                  (B) Default in Other Agreements. (1) Failure of Borrower or
any of the Loan Parties to pay when due or within any applicable grace period
any principal or interest on any Indebtedness (other than the Loans) or any
Contingent Obligations, in either case having an


                                     -42-
<PAGE>   48


individual principal amount in excess of the Materiality Threshold or having an
aggregate principal amount in excess of the Materiality Threshold or (2) breach
or default of any Borrower or any of the Loan Parties with respect to any
Indebtedness (other than the Loans) or any Contingent Obligations, if the
effect of such breach or default is to cause or to permit the holder or holders
then to cause, Indebtedness and/or Contingent Obligations having an individual
principal amount in excess of the Materiality Threshold or having an aggregate
principal amount in excess of the Materiality Threshold to become or be
declared due prior to their stated maturity; or

                  (C) Breach of Certain Provisions. Failure of Borrower to
perform or comply with any term or condition contained in that portion of
subsection 2.2, relating to Borrower's obligation to maintain insurance,
subsection 2.3, any subsection of Section 3, or any subsection of Section 4; or

                  (D) Breach of Warranty. Any representation, warranty,
certification or other statement made by any Loan Party in any Loan Document or
in any statement or certificate at any time given by such Person in writing
pursuant or in connection with any Loan Document as to any material fact is
false in any material respect on the date made; or

                  (E) Other Defaults Under Loan Documents. Borrower or any
other Loan Party defaults in the performance of or compliance with any term
contained in this Agreement or the other Loan Documents and such default is not
remedied or waived within twenty (20) days after receipt by Borrower of notice
from Agent or Requisite Lenders of such default (other than occurrences
described in other provisions of this subsection 6.1 for which no or a
different grace or cure period is specified or which constitute immediate
Events of Default); or

                  (F) Involuntary Bankruptcy; Appointment of Receiver, Etc. (1)
A court enters a decree or order for relief with respect to Borrower or any
other Loan Party in an involuntary case under the Bankruptcy Code, which decree
or order is not stayed or other similar relief is not granted under any
applicable federal or state law within sixty (60) days; or (2) the continuance
of any of the following events for sixty (60) days unless dismissed, bonded or
discharged: (a) an involuntary case is commenced against Borrower or any of the
Loan Parties under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect; or (b) a decree or order of a court for the
appointment of a receiver, liquidator, sequestrator, trustee, custodian or
other officer having similar powers over Borrower or any of the Loan Parties,
or over all or a substantial part of its property, is entered; or (c) an
interim receiver, trustee or other custodian is appointed without the consent
of Borrower or any of the Loan Parties, for all or a substantial part of the
property of Borrower or any of the Loan Parties; or

                  (G) Voluntary Bankruptcy; Appointment of Receiver, Etc. (1)
An order for relief is entered with respect to Borrower or any of the Loan
Parties or Borrower or any of the Loan Parties commences a voluntary case under
the Bankruptcy Code, or consents to the entry of an order for relief in an
involuntary case or to the conversion of an involuntary case to a voluntary
case under any such law or consents to the appointment of or taking possession
by a receiver, trustee or other custodian for all or a substantial part of its
property; or (2) Borrower or any of the Loan Parties makes any assignment for
the benefit of creditors; or (3) the Board of


                                     -43-
<PAGE>   49


Directors of Borrower or any of the Loan Parties adopts any resolution or
otherwise authorizes action to approve any of the actions referred to in this
subsection 6.1(G); or

                  (H) Judgment and Attachments. Any money judgment, writ or
warrant of attachment, or similar process involving (1) an amount in any
individual case in excess of the Materiality Threshold or (2) an amount in the
aggregate at any time in excess of the Materiality Threshold, in either case
not adequately covered by insurance as to which the insurance company has
acknowledged coverage) is entered or filed against Borrower or any of the Loan
Parties or any of their respective assets and remains undischarged, unvacated,
unbonded or unstayed for a period of thirty (30) days; or

                  (I) Dissolution. Any order, judgment or decree is entered
against Borrower or any of the Loan Parties decreeing the dissolution or split
up of Borrower or any of the Loan Parties and such order remains undischarged
or unstayed for a period in excess of thirty (30) days; or

                  (J) Admissions of Insolvency. Borrower or any of the Loan
Parties admits in writing its present or prospective inability to pay its debts
as they become due; or

                  (K) Injunction. Borrower or any of the Loan Parties is
enjoined, restrained or in any way prevented by the order of any court or any
administrative or regulatory agency from conducting all or any material part of
its business and such order continues for more than thirty (30) consecutive
days; or

                  (L) ERISA; Pension Plans. (1) Borrower or any of the Loan
Parties fails to make full payment when due of all amounts which, under the
provisions of any employee pension benefit plan within the meaning of Section
3(2) of ERISA (a "Pension Plan") or any applicable provisions of the IRC, any
such Person is required to pay as contributions thereto and such failure
results in or is likely to result in a Material Adverse Effect; or (2) an
accumulated funding deficiency (within the meaning of Section 412 of the IRC)
in excess of the Materiality Threshold occurs or exists, whether or not waived,
with respect to any such Pension Plan; or (3) any Pension Plan intended to be a
qualified plan within the meaning of Section 401(a) of the IRC is determined by
the Internal Revenue Service not to be a qualified plan and such determination
results in or could reasonably be expected to result in a Material Adverse
Effect; or

                  (M) Challenge to Loan Documents. Borrower or any of the Loan
Parties shall challenge or contest in any action, suit or proceeding the
validity or enforceability of this Agreement or any of the other Loan
Documents, the legality or enforceability of any of the Obligations or the
perfection or priority of any Lien granted to Agent, or any of the Loan
Documents for any reason, other than a partial or full release in accordance
with the terms thereof, ceases to be in full force and effect or is declared to
be null and void, or any Loan Party incorrectly denies that it has any further
liability under any Loan Documents to which it is party, or gives notice to
such effect; or

                  (N) Failure of Security. Agent, for the benefit of Agent and
Lenders, does not have or ceases to have a valid and perfected first priority
security interest in any substantial part


                                     -44-
<PAGE>   50


of the Collateral (subject to Permitted Encumbrances), in each case, for any
reason other than the failure of Agent to take any action within its control;
or

                  (O) Change in Control. Either (i) Stratford, DFW, Clear
Investors, and Stephen F. Johnston, Sr. shall cease (A) to collectively own,
beneficially and of record, either directly or indirectly through Parent, at
least a majority of the total Equity Interests of Borrower, or (B) to control
either directly or indirectly through Parent at least (1) a majority of the
voting rights in the Borrower or (2) at least such percentage of the aggregate
voting Equity Interests of the Borrower as is sufficient at all times to elect
a majority of the Board of Directors of the Borrower, in each case assuming
that (a) all shares of non-voting capital stock (which, pursuant to their
terms, are or may be convertible into voting stock) are converted into voting
stock and (b) all options to purchase or otherwise acquire capital stock,
whether or not vested, have been exercised; or (ii) a majority of the seats
(other than vacant seats) on the board of directors of the Borrower shall be
occupied by Persons who were neither (x) nominated by the board of directors of
the Borrower nor (y) appointed by directors so nominated; or (iii) either
Stephen F. Johnston, Sr. or Michael Riley, for any reason, shall cease to hold
the office or position (or any substantially similar office or position) held
by each of them on the Closing Date and no successor thereto acceptable to the
Requisite Lenders (such acceptance not to be unreasonably withheld) having
experience, knowledge and industry relationships reasonably necessary to the
position, shall have been engaged and shall have commenced to perform the
duties currently performed by such two officers, within ninety (90) days after
such cessation (the name of any such duties within such period shall be deemed
to have been inserted in place of such officers in this subsection);

                  (P) Governmental Regulations. The Loan Parties shall have
failed to comply with any applicable provision of the Communications Act, any
FCC regulation or any regulation of any other Governmental Authority, the
non-compliance with which would have a Material Adverse Effect, or any material
FCC License or Franchise held by the Loan Parties shall be terminated,
cancelled or not renewed, or the Loan Parties shall be enjoined, restrained or
prevented in any way by the order of any Governmental Authority to conduct
their business;

                  (Q) Environmental Regulations. A reasonable basis shall exist
for the assertion against any Loan Party (or there shall have been asserted
against any Loan Party) claims or liabilities, whether accrued, absolute or
contingent, based on or arising from the generation, storage, transport,
handling or disposal of Hazardous Materials by any Loan Party, or relating to
any site or facility owned, operated or leased by any Loan Party, which claims
or liabilities (insofar as they are payable by any Loan Party after deducting
any portion thereof which is reasonably expected to be paid by other
creditworthy Persons jointly and severally liable therefor), in the judgment of
the Requisite Lenders are reasonably likely to be determined adversely to any
Loan Party, and the amount thereof is, singly or in the aggregate, is
reasonably likely to have a Material Adverse Effect;

                  (R) Subordinated Indebtedness. Any default occurs in respect
of any Subordinated Indebtedness and such default continues beyond any grace or
cure period prescribed in regard thereto; or any Loan Party or any Person
(other than Agent or Lenders) party to a subordination agreement favoring Agent
or Lenders in respect thereof (including any as to


                                     -45-
<PAGE>   51


which Agent or Lenders are third party beneficiaries) fails to observe or
perform any term, covenant or condition of such subordination; or

                  (S) Escrowed Seller Debt. Any Escrowed Seller Debt is not
fully paid and satisfied by January 7, 2000.

                  6.2 Suspension of Commitments. Upon the occurrence of any
Event of Default, each Lender, at the direction of Agent or Requisite Lenders,
without notice or demand, may immediately cease making additional Loans and
cause its obligation to lend its Pro Rata Share of the Commitments to be
suspended, in whole or in part, as so directed; provided, however, that, in the
case of any such Event of Default, if the subject condition or event is
thereafter waived or otherwise removed by Requisite Lenders, any suspended
portion of the Commitments shall be reinstated.

                  6.3 Acceleration. Upon the occurrence of any Event of Default
described in the foregoing subsections 6.1(F) or 6.1(G), the unpaid principal
amount of and accrued interest and fees on the Loans and all other Obligations
shall automatically become immediately due and payable, without presentment,
demand, protest, notice of intent to accelerate, notice of acceleration or
other requirements of any kind, all of which are hereby expressly waived by
Borrower, and the Commitments shall thereupon terminate. Upon the occurrence
and during the continuance of any other Event of Default, Agent may, and upon
written demand by Requisite Lenders shall, by written notice to Borrower
declare all or any portion of the Loans and all or some of the other
Obligations to be, and the same shall forthwith become, immediately due and
payable together with accrued interest thereon, and the Commitments shall
thereupon terminate.

                  6.4 Performance by Agent. If Borrower shall fail to perform
any covenant, duty or agreement contained in any of the Loan Documents, Agent
may perform or attempt to perform such covenant, duty or agreement on behalf of
Borrower after the expiration of any cure or grace periods set forth herein if
such failure constitutes an Event of Default. In such event, Borrower shall, at
the request of Agent, promptly pay any reasonable amount expended by Agent, in
good faith, in such performance or attempted performance to Agent, together
with interest thereon at the highest rate of interest in effect upon the
occurrence of an Event of Default as specified in subsection 1.2(G) from the
date of such expenditure until paid. Notwithstanding the foregoing, it is
expressly agreed that Agent shall not have any liability or responsibility for
the performance of any obligation of Borrower under this Agreement or any other
Loan Document, and that Borrower shall have no obligation to reimburse Agent
for expenses incurred as a result of, or in connection with, Agent's gross
negligence or willful misconduct.


                                   SECTION 7
                              CONDITIONS TO LOANS

                  The obligations of Lenders to make Loans are subject to
satisfaction of all of the applicable conditions set forth below.


                                     -46-
<PAGE>   52


                  7.1 Conditions to Initial Loans. The obligations of the
Lenders to make the initial Loans, and of the Issuing Lender to issue any
Letters of Credit hereunder shall not become effective until the date on which
each of the following conditions is satisfied (or waived in writing by the
Requisite Lenders):

                  (A) Counterparts of this Agreement. The Agent shall have
received from each party hereto either (i) a counterpart hereof signed on
behalf of such party or (ii) written evidence satisfactory to the Agent (which
may include telecopy transmission of a signed signature page hereof) that such
party has signed a counterpart hereof.

                  (B) Notes. The Agent shall have received duly completed and
executed Notes for each of the Lenders in respect of its Commitments

                  (C) Corporate Structure. The Agent shall have received
satisfactory evidence that the corporate organizational structure, capital
structure and ownership of the Loan Parties shall be as set forth in Section
5.4.

                  (D) Corporate Matters. The Agent shall have received such
documents and certificates as the Agent may reasonably request relating to the
organization, existence and good standing of each Loan Party, the authorization
of the Related Transactions and any other legal matters relating to the Loan
Parties, this Agreement, the other Loan Documents or the Related Transactions,
all in form and substance reasonably satisfactory to the Agent.

                  (E) Security Interests. The Agent shall have received
evidence satisfactory to it that the Loan Parties shall have taken or caused to
be taken all such actions, executed and delivered or caused to be executed and
delivered all such agreements, documents and instruments, made or caused to be
made all such filings and recordings (other than the filing or recording of
items described in clauses (iii) and (iv) below) that may be necessary or, in
the opinion of the Agent, desirable in order to create in favor of the Agent,
for the benefit of the Lenders, a valid and (upon such filing and recording)
perfected first priority security interest in the Collateral. Such actions
shall include, without limitation the following:

                  (i) Collateral Documents. Delivery to the Agent of all the
         Security Documents, duly executed by the applicable party thereto,
         together with accurate and complete schedules to all such Security
         Documents;

                  (ii) Stock Certificates and Instruments. Delivery to the
         Agent of (A) certificates (which certificates shall be accompanied by
         irrevocable undated stock powers, duly endorsed in blank and otherwise
         satisfactory in form and substance to the Agent) representing all
         Equity Interests pledged pursuant to the Pledge Agreement and (B) all
         promissory notes or other instruments (duly endorsed, where
         appropriate, in a manner satisfactory to the Agent) evidencing any
         Collateral;

                  (iii) Lien Searches and UCC Termination Statements. Delivery
         to the Agent of (A) the results of a recent search, by a Person
         satisfactory to the Agent, of all effective UCC financing statements
         and fixture filings and all judgment and tax lien filing which


                                     -47-
<PAGE>   53


         may have been made with respect to any personal or mixed property of
         any Loan Party, together with copies of all such filings disclosed by
         search, and (B) UCC termination statements duly executed by all
         applicable Persons for filing in all applicable jurisdictions as may
         be necessary to terminate any effective UCC financing statements or
         fixture filings disclosed in such search (other than any such
         financing statements or fixture filings in respect of Liens permitted
         to remain outstanding pursuant to the terms hereof);

                  (iv) UCC Financing Statements and Fixture Filings. Delivery
         to the Agent of UCC financing statements and, where appropriate,
         fixture filings, duly executed by each applicable Loan Party with
         respect to all personal and mixed property Collateral of such Loan
         Party, for filing in all jurisdictions as may be necessary or, in the
         opinion of Agent, desirable to perfect the security interests created
         in such Collateral pursuant to the Security Documents;

                  (F) Closing Date Mortgages. The Agent shall have received
from each Loan Party:

                  (i) Closing Date Mortgages. Fully executed and notarized
         Mortgages (each a "Closing Date Mortgage" and, collectively, the
         "Closing Date Mortgages"), in proper form for recording in all
         appropriate places in all applicable jurisdictions, encumbering each
         Real Property Asset specified by the Agent on SCHEDULE 7.1 annexed
         hereto (each a "Closing Date Mortgaged Property" and, collectively,
         the "Closing Date Mortgaged Properties");

                  (ii) Leasehold Interests. In the case of each Real Property
         Asset listed in SCHEDULE 7.1 annexed hereto, copies of all leases
         between any Loan Party and any landlord or tenant;

                  (iii) Landlord's Agreement. In the case of each Real Property
         Asset specified by the Agent, a Landlord's Agreement with respect
         thereto and where required by the terms of any lease, the consent of
         the mortgagee, ground lessor or other party;

                  (iv) Matters Relating to Flood Hazard Properties. With
         respect to each Closing Date Mortgaged Property, (A) Evidence
         reasonably acceptable to the Agent as to whether any Closing Date
         Mortgaged Property is a Flood Hazard Property and (B) if there are any
         such Flood Hazard Properties, evidence that the applicable Loan Party
         has obtained flood insurance with respect to each Flood Hazard
         Property in amounts approved by Agent, or evidence acceptable to Agent
         that such insurance is not available;

                  (v) Environmental Indemnity. With respect to each Closing
         Date Mortgaged Property, an environmental indemnity agreement,
         substantially in the form of EXHIBIT M annexed hereto, with respect to
         the indemnification of the Agent and the Lenders for any liabilities
         that may be imposed on or incurred by any of them as a result of any
         Hazardous Materials;


                                     -48-
<PAGE>   54


                  (vi) Title Reports. With respect to each Closing Date
         Mortgaged Property specified by the Agent, a title report issued by a
         Title Company with respect thereto, dated not more than thirty (30)
         days prior to the Closing Date and satisfactory in form and substance
         to Agent.


                  (G) Environmental Reports. Agent shall have received reports
and other information, in form, scope and substance satisfactory to the Agent,
regarding environmental matters relating to Closing Date Mortgaged Properties,
which reports shall include a Phase I environmental assessment for each of the
Closing Date Mortgaged Properties. Such reports shall be conducted by one or
more environmental consulting firms reasonably satisfactory to the Agent.

                  (H) Evidence of Insurance. Agent shall have received a
certificate from the Loan Parties' insurance broker or other evidence
satisfactory to it that all insurance required to be maintained pursuant to
Section 2.2 is in full force and effect and that Agent on behalf of the Lenders
has been named as additional insured and loss payee thereunder to the extent
required under Section 2.2.

                  (I) Management; Employment Contracts. The management
structure of the Loan Parties shall be as set forth on SCHEDULE 5.8, and Agent
shall have received copies of, and shall be satisfied with the form and
substance of (i) any and all employment contracts with any senior management of
the Loan Parties, (ii) any and all shareholders agreement among any of the
shareholders of the Loan Parties, and (iii) any stock option plans, stock
incentive programs and similar arrangements provided by the Loan Parties to any
Person.

                  (J) Necessary Governmental Authorizations and Consents, Etc..
The Loan Parties shall have obtained all permits, licenses, authorizations or
consents from all Governmental Authorities and all consents of other Persons,
in each case that are necessary or advisable in connection with the
transactions contemplated by the Loan Documents, and the continued operation of
the business conducted by the Loan Parties in substantially the same manner as
conducted prior to the consummation of the financing contemplated hereunder and
each of the foregoing shall be in full force and effect, in each case other
than those the failure to obtain or maintain which, either individually or in
the aggregate, would not reasonably be expected to have a Material Adverse
Effect. No action, request for stay, petition for review or rehearing,
reconsideration or appeal with respect to any of the foregoing shall be
pending, and the time for any applicable Governmental Authority to take action
to set aside its consent on its own motion shall have expired.

                  (K) Existing Credit Agreement. The Agent shall have received
evidence that the principal of and interest on, and all other amounts owing in
respect of, the Existing Credit Agreement shall have been, or shall
simultaneously be, repaid in full, that all commitments thereunder shall have
been terminated and that all guaranties in respect of, and all Liens securing,
any such obligations shall have been released (or arrangements for such release
satisfactory to Agent shall have been made).


                                     -49-
<PAGE>   55


                  (L) Financial Statements; Projections. The Agent shall have
received from the Loan Parties the Pro Forma and the initial Projections.

                  (M) Solvency Assurances. The Agent shall have received a
certificate from an Executive Officer to the effect that, as of the Closing
Date and after giving effect to the initial Loans hereunder and to the other
Related Transactions, the Loan Parties are in compliance with Section 5.9. Such
certificate shall include a statement to the effect that the financial
projections and underlying assumptions contained in such analysis are, fair and
reasonable and accurately computed.

                  (N) Notice of Borrowing. With respect to the initial
borrowing hereunder, Agent shall have received a Notice of Borrowing signed by
an Executive Officer.

                  (O) Current Acquisitions. The Agent shall have received
copies of all duly executed Current Acquisition Documents, and be satisfied
therewith in all respects; and the Current Acquisitions shall have been
consummated substantially in accordance with the terms and conditions thereof.

                  (P) Junior Capital Infusion Documents. The Agent shall have
received copies of all duly executed Junior Capital Infusion Documents, and be
satisfied therewith; and the Junior Capital Infusion shall have been
consummated substantially in accordance therewith.

                  (Q) No Material Adverse Effect. There shall have occurred no
Material Adverse Effect (in the reasonable opinion of the Agent) since December
31, 1998 with respect to any of the Loan Parties.

                  (R) Opinion of Counsel to the Loan Parties. Agent shall have
received a favorable written opinion (addressed to the Agent and the Lenders
and dated the Closing Date) of Smith, Gambrell & Russell, LLP, counsel to the
Loan Parties, covering such matters relating to the Loan Parties, this
Agreement, the other Loan Documents and the Related Transactions as the
Requisite Lenders shall request (and each Loan Party hereby requests such
counsel to deliver such opinion).

                  (S) Fees and Expenses. Agent shall have received all fees and
other amounts due and payable on or prior to the Closing Date, including, to
the extent invoiced, reimbursement or payment of all fees and expenses required
to be reimbursed or paid by the Loan Parties hereunder.

                  (T) Seller Subordination Agreements. The Agent shall have
received fully executed originals of the Seller Subordination Agreements
required to be delivered on the Closing Date.

                  (U) Affiliate Subordination Agreement. The Agent shall have
received fully executed originals of the Affiliate Subordination Agreement.


                                     -50-
<PAGE>   56


                  (V) ACS Subordination Agreement. The Agent shall have
received fully executed originals of the ACS Subordination Agreement.

                  (W) Stratford Subordination Agreement. The Agent shall have
received fully executed originals of the Stratford Subordination Agreement.

                  (X) Other Documents. The Agent shall have received such other
documents as the Agent or any Lender shall have reasonably requested.

                  (Y) Excess Borrowing Availability. After giving effect to all
transactions contemplated to occur on the Closing Date under the
Acquisition/Capitalization Documents, and the making of all Loans being made on
the Closing Date, Excess Borrowing Availability shall be at least Six Million
Dollars ($6,000,000).

                  (Z) Existing Seller Debts. Unless and except to such extent
as otherwise may be expressly provided in SCHEDULE 10.1, all Seller Debts
existing on the Closing Date (exclusive of any arising in connection with the
Current Acquisitions) shall either: (i) be fully paid and satisfied on the
Closing Date; (ii) be made the subject of a Seller Subordination Agreement on
the Closing Date; or (iii) be the subject of an escrow arrangement, the form
and substance of which shall be subject to Agent's approval, but which, in any
event, shall provide as follows: (A) an amount sufficient to pay in full each
Seller Debt made subject thereto (herein, each "Escrowed Seller Debt"),
including principal, accrued interest thereon through at least January 7, 2000
and any prepayment premium, shall be withdrawn on the Closing Date from the ACS
Investment and deposited in an escrow account (the "Escrow Account"), to be
established on or prior to the Closing Date with SouthTrust Bank, Atlanta or
another financial institution not a Lender but otherwise mutually acceptable to
Borrower and Agent (the "Escrow Agent"); (B) no funds on deposit in the Escrow
Account shall be withdrawn therefrom except to pay Escrowed Seller Debt or as
set forth below; (C) each Escrowed Seller Debt shall be paid in full from funds
on deposit in the Escrow Account not later than January 7, 2000; (D) to the
extent that at such time as all Escrowed Seller Debt has been paid in full
there exists any funds in the Escrow Account, then such remainder shall be
applied by Borrower against Revolving Loans then outstanding and, thereafter,
the amount of such payment shall be reserved against borrowing availability in
respect of Revolving Loans, to be made available for Borrower to pay other
Seller Debts as then or thereafter may become due and payable; and (E) neither
the Agent, nor any Lender, nor ACS, nor the Escrow Agent, nor any other Person
shall at any time have any Lien on any funds on deposit in the Escrow Account,
or in the Escrow Account itself.

                  7.2 Conditions to All Loans. The obligations of Lenders to
make Loans and of the Issuing Lender to issue Letters of Credit on any date
("Funding Date") are subject to the further conditions precedent set forth
below.

                  (A) Agent shall have received a Notice of Borrowing
requesting an advance of a Loan or, as appropriate, the Issuing Lender shall
have received a notice requesting such Letter of Credit.


                                     -51-
<PAGE>   57


                  (B) The representations and warranties contained in Section 5
of this Agreement and elsewhere herein and in the Loan Documents shall be (and
each request by Borrower for a Loan or a Letter of Credit shall constitute a
representation and warranty by Borrower that such representations and
warranties are) true, correct and complete in all material respects on and as
of that Funding Date to the same extent as though made on and as of that date,
except for any representation or warranty limited by its terms to a specific
date.

                  (C) No event shall have occurred and be continuing or would
result from the consummation of the borrowing contemplated that would
constitute an Event of Default or a Default.

                  (D) No order, judgment or decree of any court, arbitrator or
governmental authority shall purport to enjoin or restrain any Lender from
making any Loan or the Issuing Lender from issuing any Letter of Credit.


                                   SECTION 8
                          ASSIGNMENT AND PARTICIPATION

                  8.1 Assignments and Participations in Loans and Notes. Each
Lender may assign, subject to the terms of a Lender Addition Agreement, its
rights and delegate its obligations under this Agreement to another Person,
provided that, unless the assignment is to an Affiliate of the assigning Lender
or to another Lender, such Lender shall first obtain the written consent (not
to be unreasonably withheld, conditioned or delayed) of Agent, and, provided no
Default or Event of Default has occurred which is then continuing, Borrower;
(b) the Commitments (and Loans) being assigned must include all types of
Commitments and Loans and equal Pro Rata Shares of each type of Commitment and
Loans; (c) the principal amount of the Commitments and Loans being assigned
shall in no event be less than the lesser of (i) Five Million Dollars
($5,000,000) and (ii) the entire amount of such Lender's Pro Rata Shares of
such Commitments and Loans; (d) any assignee that is a foreign bank shall have
complied with Section 1.7(A) hereof; and (e) upon the consummation of each such
assignment, the assigning Lender shall pay Agent an administrative fee of Three
Thousand Five Hundred Dollars ($3,500) and any expenses reasonably incurred by
Agent (or its legal counsel) in giving effect to such assignment. The
administrative fee referred to in clause (e) of the preceding sentence shall
not apply to an assignment from a Lender to an Affiliate of such Lender. Upon
the valid effectuation of an assignment authorized under this subsection 8.1,
the assignee shall become a Lender and shall have, to the extent of such
assignment, the same rights, benefits and obligations as it would if it were an
initial Lender hereunder. The assigning Lender shall be relieved of its
obligations hereunder with respect to its Pro Rata Share of the Commitments and
Loans, or portion thereof, validly assigned.

                  Each Lender (including Wachovia) may also sell participations
in all or any part of its Commitments and Loans to another Person, provided
that all amounts payable by Borrower hereunder shall be determined as if that
Lender had not sold such participation and the holder of any such participation
shall not be entitled to require such Lender to take or omit to take any action
hereunder.


                                     -52-
<PAGE>   58


                  Except as otherwise provided in this subsection 8.1, no
Lender shall, as between Borrower and that Lender, be relieved of any of its
obligations hereunder as a result of any sale, assignment, transfer or
negotiation of, or granting of a participation in, all or any part of the
Loans, the Notes or other Obligations owed to such Lender. Each Lender may
furnish any information concerning Borrower and its Subsidiaries in the
possession of that Lender from time to time to assignees and participants
(including prospective assignees and participants approved by Borrower),
subject to the provisions of Section 9.13 concerning confidentiality.

                  Borrower agrees that it will assist and cooperate with Agent
and any Lender in any manner reasonably requested by Agent or such Lender to
effect the sale of a participation or an assignment described above.

                  Agent shall provide Borrower with written notice of the name
and address of any new Lender after the date hereof.

                  Notwithstanding anything contained in this Agreement to the
contrary, so long as the Requisite Lenders shall remain capable of making LIBOR
Loans, no Person shall become a "Lender" hereunder unless such Person shall
also be capable of making LIBOR Loans.


                  8.2 Agent.

                  (A) Appointment. Each Lender hereby designates and appoints
Wachovia as its Agent under this Agreement and the other Loan Documents, and
each Lender hereby irrevocably authorizes Agent to take such action or to
refrain from taking such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers as are set
forth herein or therein, together with such other powers as are reasonably
incidental thereto. Agent is authorized and empowered to amend, modify, or
waive any provisions of this Agreement or the other Loan Documents on behalf of
Lenders subject to the requirement that the consent of certain Lenders be
obtained in certain instances as provided in subsections 8.3 and 9.2. Agent
agrees to act as such on the express conditions contained in this subsection
8.2 (other than subsections (G) and (H) below). The provisions of this
subsection 8.2 are solely for the benefit of Agent and Lenders and neither
Borrower nor any other Loan Party shall have any rights as a third party
beneficiary of any of the provisions hereof. In performing its functions and
duties under this Agreement, Agent shall act solely as agent of Lenders and
does not assume and shall not be deemed to have assumed any obligation toward
or relationship of agency or trust with or for Borrower or any other Loan
Party. Agent may perform any of its duties hereunder, or under the Loan
Documents, by or through its agents or employees.

                  (B) Nature of Duties. The duties of Agent shall be mechanical
and administrative in nature. Agent shall not have by reason of this Agreement
a fiduciary relationship in respect of any Lender. Nothing in this Agreement or
any of the Loan Documents, express or implied, is intended to or shall be
construed to impose upon Agent any obligations in respect of this Agreement or
any of the Loan Documents except as expressly set forth herein or therein. Each
Lender shall make its own independent investigation of the financial condition
and


                                     -53-
<PAGE>   59


affairs of Borrower in connection with the extension of credit hereunder
and shall make its own appraisal of the creditworthiness of Borrower, and Agent
shall have no duty or responsibility, either initially or on a continuing
basis, to provide any Lender with any credit or other information with respect
thereto (other than as expressly required herein). If Agent seeks the consent
or approval of any Lenders to the taking or refraining from taking any action
hereunder, then Agent shall send notice thereof to each Lender. Agent shall
promptly notify each Lender any time that the Requisite Lenders have instructed
Agent to act or refrain from acting pursuant hereto.

                  (C) Rights, Exculpation, Etc. Neither Agent nor any of its
officers, directors, employees or agents shall be liable to any Lender for any
action taken or omitted by them hereunder or under any of the Loan Documents,
or in connection herewith or therewith, except that Agent shall be liable with
respect to its own gross negligence or willful misconduct. Agent shall not be
liable for any apportionment or distribution of payments made by it in good
faith and if any such apportionment or distribution is subsequently determined
to have been made in error the sole recourse of any Lender to whom payment was
due but not made, shall be to recover from other Lenders any payment in excess
of the amount to which they are determined to be entitled (and such other
Lenders hereby agree to return to such Lender any such erroneous payments
received by them). In performing its functions and duties hereunder, Agent
shall exercise the same care which it would in dealing with loans for its own
account, but Agent shall not be responsible to any Lender for any recitals,
statements, representations or warranties herein or for the execution,
effectiveness, genuineness, validity, enforceability, collectibility, or
sufficiency of this Agreement or any of the Loan Documents or the transactions
contemplated thereby, or for the financial condition of any Loan Party. Agent
shall not be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of this Agreement or
any of the Loan Documents or the financial condition of any Loan Party, or the
existence or possible existence of any Default or Event of Default. Agent may
at any time request instructions from Lenders with respect to any actions or
approvals which by the terms of this Agreement or of any of the Loan Documents
Agent is permitted or required to take or to grant, and if such instructions
are promptly requested, Agent shall be absolutely entitled to refrain from
taking any action or to withhold any approval and shall not be under any
liability whatsoever to any Person for refraining from any action or
withholding any approval under any of the Loan Documents until it shall have
received such instructions from Requisite Lenders or all of the Lenders, as
applicable. Without limiting the foregoing, no Lender shall have any right of
action whatsoever against Agent as a result of Agent acting or refraining from
acting under this Agreement, the Notes, or any of the other Loan Documents in
accordance with the instructions of Requisite Lenders.

                  (D) Reliance. Agent shall be entitled to rely, and shall be
fully protected in relying, upon any written or oral notices, statements,
certificates, orders or other documents or any telephone message or other
communication (including any writing, telex, telecopy or telegram) believed by
it in good faith to be genuine and correct and to have been signed, sent or
made by the proper Person, and with respect to all matters pertaining to this
Agreement or any of the Loan Documents and its duties hereunder or thereunder,
upon advice of counsel selected by it. Agent shall be entitled to rely upon the
advice of legal counsel, independent accountants, and other experts selected by
Agent in its sole discretion.


                                     -54-
<PAGE>   60


                  (E) Indemnification. Lenders will reimburse and indemnify
Agent for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including, without
limitation, attorneys' fees and expenses), advances or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by, or asserted
against Agent in any way relating to or arising out of this Agreement or any of
the Loan Documents or any action taken or omitted by Agent under this Agreement
or any of the Loan Documents, in proportion to each Lender's Pro Rata Share;
provided, however, that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses, advances or disbursements resulting from Agent's gross
negligence or willful misconduct. If any indemnity furnished to Agent for any
purpose shall, in the opinion of Agent, be insufficient or become impaired,
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished. The
obligations of Lenders under this subsection shall survive the payment in full
of the Obligations and the termination of this Agreement.

                  (F) Agent Individually. With respect to its obligations under
the Commitments, the Loans made by it, and the Notes issued to it, the Agent
shall have and may exercise the same rights and powers hereunder and is subject
to the same obligations and liabilities as and to the extent set forth herein
for any other Lender. The terms "Lenders" or "Requisite Lenders" or any similar
terms shall, unless the context clearly otherwise indicates, include the Agent
in its individual capacity as a Lender or one of the Requisite Lenders. The
Agent may lend money to, and generally engage in any kind of banking, trust or
other business with, any Loan Party as if it were not acting as Agent pursuant
hereto.

                  (G) Successor Agent.

                  (1) Resignation. Agent may resign from the performance of all
its agency functions and duties hereunder at any time by giving at least thirty
(30) Business Days' prior written notice to Borrower and the Lenders. Such
resignation shall take effect upon the acceptance by a successor Agent of
appointment pursuant to clause (2) below or as otherwise provided below.

                  (2) Appointment of Successor. Upon any such notice of
resignation pursuant to clause (1) above, the Requisite Lenders shall appoint a
successor Agent. If a successor Agent shall not have been so appointed within
thirty (30) days, the retiring Agent shall then appoint a successor Agent from
among the Lenders who shall serve as Agent until such time, if any, as
Requisite Lenders appoint a successor Agent as provided above.

                  (3) Successor Agent. Upon the acceptance of any appointment
as Agent under the Loan Documents by a successor Agent, 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 under the Loan Documents. After any
retiring Agent's resignation as Agent under the Loan Documents, the provisions
of this subsection shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent under the Loan Documents.


                                     -55-
<PAGE>   61


                  (H) Collateral Matters.

                  (1) Release of Collateral. Lenders hereby irrevocably
authorize Agent, at its option and in its discretion, to release any Lien
granted to or held by Agent upon any property covered by the Security Documents
(i) upon termination of the Revolving Loan Commitment and payment and
satisfaction of all Obligations (other than contingent indemnification
Obligations not then due and payable); (ii) constituting property being sold or
disposed of if Borrower certifies to Agent that the sale or disposition is made
in compliance with the provisions of this Agreement, and Agent may rely in good
faith conclusively on any such certificate, without further inquiry (it being
understood that no release by Agent on any Inventory shall be necessary if such
Inventory is sold in the Ordinary Course of Business); or (iii) constituting
property leased to Borrower under a lease which has expired or been terminated
in a transaction permitted under this Agreement or is about to expire and which
has not been, and is not intended by Borrower to be, renewed or extended.

                  (2) Confirmation of Authority; Execution of Releases. Without
in any manner limiting Agent's authority to act without any specific or further
authorization or consent by Lenders, each Lender agrees to confirm in writing,
upon request by Agent or Borrower, the authority to release any property
covered by the Security Documents conferred upon Agent under clauses (i)
through (iii) of subsection 8.2(H)(1). Upon receipt by Agent of confirmation
from the requisite percentage of Lenders required by subsection 8.2(H)(1), if
any, of its authority to release or compromise any particular item or types of
property covered by the Security Documents, and upon at least ten (10) Business
Days prior written request by Borrower, Agent shall (and is hereby irrevocably
authorized by Lenders to) execute such documents as may be necessary to
evidence the release or compromise of the Liens granted to Agent, for the
benefit of Agent and Lenders, upon such Collateral, provided that (i) Agent
shall not be required to execute any such document on terms which, in Agent's
reasonable opinion, would expose Agent to liability or create any obligation or
entail any consequence other than the release or compromise of such Liens
without recourse or warranty, and (ii) such release or compromise shall not in
any manner discharge, affect or impair the Obligations or any Liens upon (or
obligations of any Loan Party, in respect of), all interests retained by any
Loan Party, including (without limitation) the proceeds of any sale, all of
which shall continue to constitute part of the property covered by the Security
Documents.

                  (3) Absence of Duty. Agent shall have no obligation
whatsoever to any Lender or any other Person to assure that the property
covered by the Security Documents exists or is owned by Borrower or is cared
for, protected or insured or has been encumbered or that the Liens granted to
Agent have been properly or sufficiently or lawfully created, perfected,
protected or enforced or are entitled to any particular priority, or to
exercise at all or in any particular manner or under any duty of care,
disclosure or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to Agent in this subsection 8.2(H)
or in any of the Loan Documents, it being understood and agreed that in respect
of the property covered by the Security Documents or any act, omission or event
related thereto, Agent may act in any manner it may deem appropriate, in its
discretion, given Agent's own interest in property covered by the Security
Documents as one of the Lenders and that Agent shall have no duty or


                                     -56-
<PAGE>   62



liability whatsoever to any of the other Lenders, provided that Agent shall
exercise the same care which it would in dealing with loans for its own
account.

                  (I) Agency for Perfection. Agent and each Lender hereby
appoint each other Lender as agent for the purpose of perfecting Agent's
security interest in assets which, in accordance with Article 9 of the Uniform
Commercial Code in any applicable jurisdiction, can be perfected only by
possession. Should any Lender (other than Agent) obtain possession of any such
Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent's
request therefor, shall deliver such Collateral to Agent or in accordance with
Agent's instructions. Each Lender agrees that it will not have any right
individually to enforce or seek to enforce any Security Document or to realize
upon any collateral security for the Loans, it being understood and agreed that
such rights and remedies may be exercised only by Agent.

                  (J) Dissemination of Information. Agent will use its best
efforts to provide Lenders with any information received by Agent from Borrower
or any other Loan Party which is required to be provided to a Lender hereunder,
provided that Agent shall not be liable to Lenders for any failure to do so,
except to the extent that such failure is attributable to Agent's gross
negligence or willful misconduct.

                  8.3 Amendments, Consents and Waivers for Certain Actions. In
the event Agent requests the consent of a Lender and does not receive a written
consent or denial thereof within ten (10) Business Days after such Lender's
receipt of such request, then such Lender will be deemed to have given such
consent.

                  8.4 Set Off and Sharing of Payments. In addition to any
rights now or hereafter granted under applicable law and not by way of
limitation of any such rights, upon the occurrence and during the continuance
of any Event of Default, each Lender is hereby authorized by Borrower at any
time or from time to time, with concurrent or reasonably prompt subsequent
notice to Borrower (any prior notice being hereby expressly waived) to set off
and to appropriate and to apply any and all (A) balances held by such Lender at
any of its offices for the account of Borrower or any of its Subsidiaries
(regardless of whether such balances are then due to Borrower or its
Subsidiaries), and (B) other property at any time held or owing by such Lender
to or for the credit or for the account of Borrower or any of its Subsidiaries,
against and on account of any of the Obligations; except that no Lender shall
exercise any such right without the prior written consent of Agent. Any Lender
exercising a right to set off shall, to the extent the amount of any such set
off exceeds its Pro Rata Share of the amount set off, purchase for cash (and
the other Lenders shall sell) interests in each such other Lender's Pro Rata
Share of the Obligations as would be necessary to cause such Lender to share
such excess with each other Lender in accordance with their respective Pro Rata
Shares. Borrower agrees, to the fullest extent permitted by law, that any
Lender may exercise its right to set off with respect to amounts in excess of
its Pro Rata Share of the Obligations and upon doing so shall deliver such
excess to the Agent for the benefit of all Lenders in accordance with their Pro
Rata Shares.

                  8.5 Disbursement of Funds. Agent shall, at all times subject
to the terms and conditions hereof, on behalf of Lenders, disburse funds to
Borrower for Loans requested. Each Lender shall reimburse Agent on demand for
all funds disbursed on its behalf by Agent, or if


                                     -57-
<PAGE>   63


Agent so requests, each Lender will remit to Agent its Pro Rata Share of any
Loan before Agent disburses same to Borrower. If Agent elects to require that
each Lender make funds available to Agent, prior to a disbursement by Agent to
Borrower, Agent shall advise each Lender by telephone or telecopy of the amount
of such Lender's Pro Rata Share of the Loan requested by Borrower no later than
noon (Atlanta time) on the Funding Date applicable thereto, and each such
Lender shall pay Agent such Lender's Pro Rata Share of such requested Loan, in
same day funds, by wire transfer to Agent's account on such Funding Date. If
any Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent's
demand, Agent shall promptly notify Borrower, and Borrower shall promptly, but
in any event within five (5) Business Days after receipt of such notice, repay
such amount to Agent. Any repayment required pursuant to this subsection 8.5
shall be without premium or penalty. Nothing in this subsection 8.5 or
elsewhere in this Agreement or the other Loan Documents, including without
limitation the provisions of subsection 8.6, shall be deemed to require Agent
to advance funds on behalf of any Lender or to relieve any Lender from its
obligation to fulfill its commitments hereunder or to prejudice any rights that
Agent or Borrower may have against any Lender as a result of any default by
such Lender hereunder.



                  8.6 Disbursements of Advances; Payment.

                  (A) Settlement.

                  (1) The outstanding principal balance of each of the
Revolving Loans may fluctuate from day to day through Agent's disbursement of
funds to, and receipt of funds from, Borrower. In order to minimize the
frequency of transfers of funds between Agent and each Lender, notwithstanding
terms to the contrary set forth in Section 1 or Section 8.5, advances and
payments of Revolving Loans will be settled among Agent and Lenders according
to the procedures described in this subsection 8.6. Notwithstanding these
procedures, each Lender's obligation to fund its portion of any Revolving Loans
made by Agent to Borrower will commence on the date such Loans are made by
Agent. Such payments will be made by such Lender without set-off, counterclaim
or reduction of any kind.

                  (2) On the first (1st) Business Day of each week, or more
frequently (including daily), if Agent so elects (each such day being a
"Settlement Date"), Agent will advise each Lender by telephone or telecopy of
the amount of each such Lender's Pro Rata Share of each Revolving Loan balance
as of the close of business of the (2nd) second Business Day immediately
preceding the Settlement Date. In the event that payments are necessary to
adjust the amount of such Lender's required Pro Rata Share of each Loan balance
to such Lender's actual Pro Rata Share of each Revolving Loan balance as of any
Settlement Date, the party from which such payment is due will pay the other,
in same day funds, by wire transfer to the other's account not later than 1:00
p.m. (Atlanta time) on the Business Day following the Settlement Date.

                  (3) For purposes of this subsection 8.6(A)(3), the following
terms and conditions will have the meanings indicated:


                                     -58-
<PAGE>   64


                  (1) "Daily Loan Balance" means an amount calculated as of the
         end of each calendar day by subtracting (i) the cumulative principal
         amount paid by Agent to a Lender on each Loan from the Closing Date
         through and including such calendar day, from (ii) the cumulative
         principal amount on each Loan advanced by such Lender to Agent on that
         Loan from the Closing Date through and including such calendar day.

                  (2) "Daily Interest Rate" means an amount calculated by
         dividing the per annum interest rate payable to a Lender on each
         Revolving Loan by three hundred sixty (360).

                  (3) "Daily Interest Amount" means an amount calculated by
         multiplying the Daily Loan Balance of each Revolving Loan by the
         associated Daily Interest Rate on that Loan.

                  (4) "Interest Ratio" means a number calculated by dividing
         the total amount of the interest on a Loan received by Agent with
         respect to the immediately preceding month by the total amount of
         interest on that Loan due from Borrower during the immediately
         preceding month.

On the first (1st) Business Day of each month ("Interest Settlement Date"),
Agent will advise each Lender by telephone, telex, or telecopy of the amount of
such Lender's Pro Rata Share of interest and fees on each of the Loans as of
the end of the last day of the immediately preceding month. Provided that such
Lender has made all payments required to be made by it under this Agreement,
Agent will pay to such Lender, by wire transfer to such Lender's account (as
specified by such Lender on the signature page of this Agreement or the
applicable Lender Addition Agreement, as amended by such Lender from time to
time after the date hereof pursuant to the notice provisions contained herein
or in the applicable Lender Addition Agreement) not later than 3:00 p.m.
(Atlanta time) on the Interest Settlement Date, such Lender's Pro Rata Share of
interest and fees on each of the Loans. Such Lender's Pro Rata Share of
interest on each Loan will be calculated for that Loan by adding together the
Daily Interest Amounts for each calendar day of the prior month for that Loan
and multiplying the total thereof by the Interest Ratio for that Loan. Such
Lender's Pro Rata Share of each of the fees described in subsection 1.2(B) to
which it is entitled shall be paid and calculated in a manner consistent with
the payment and calculation of interest as described in this subsection 8.6(A).


                  (B) Related Fee Payments. Payments of all other interest,
fees and expenses not otherwise described in subsection 8.6(A) will be settled
on the first Business Day of each week following receipt of such payment by
Agent in accordance with the provisions of Section 1.

                  (C) Availability of Lender's Pro Rata Share.

                  (1) Unless Agent has been notified by a Lender prior to a
Funding Date of such Lender's intention not to fund its Pro Rata Share of the
Loan amount requested by Borrower, Agent may assume that such Lender will make
such amount available to Agent on the


                                     -59-
<PAGE>   65


Business Day following the next Settlement Date. If such amount is not, in
fact, made available to Agent by such Lender when due, Agent will be entitled
to recover such amount on demand from such Lender without set-off, counterclaim
or deduction of any kind plus interest thereon, until fully paid, at the
Federal Funds Effective Date, and pending such full payment, such Lender's
voting rights hereunder shall be suspended.

                  (2) Nothing contained in this subsection 8.6(C) will be
deemed to relieve a Lender of its obligation to fulfill its Commitments or to
prejudice any rights Agent or Borrower may have against such Lender as a result
of any default by such Lender under this Agreement.

                  (D) Return of Payments.

                  (1) If Agent pays an amount to a Lender under this Agreement
in the belief or expectation that a related payment has been or will be
received by Agent from Borrower and such related payment is not received by
Agent, then Agent will be entitled to recover such amount from such Lender
without set-off, counterclaim or deduction of any kind.

                  (2) If Agent determines at any time that any amount received
by Agent under this Agreement must be returned to Borrower or paid to any other
person pursuant to any solvency law or otherwise, then, notwithstanding any
other term or condition of this Agreement, Agent will not be required to
distribute any portion thereof to any Lender. In addition, each Lender will
repay to Agent on demand any portion of such amount that Agent has distributed
to such Lender, together with interest at such rate, if any, as Agent is
required to pay to Borrower or such other Person, without set-off, counterclaim
or deduction of any kind.

                  (E) The determination of whether Borrower has paid any amount
due hereunder shall not be affected by the provisions of subsections (A)
through (D) of this Section 8.6.

                  8.7 Documentation Agent and Syndication Agent. Agent may, at
any time or from time to time, appoint one or more Lenders as "Documentation
Agent" or "Syndication Agent" hereunder, and such Lender(s) may publicize such
fact. Any such designation shall not confer upon such designee any rights,
privileges, powers, duties, immunities, indemnities or other benefits granted
to, or assumed by, Agent hereunder, but shall be honorary only.


                                   SECTION 9
                                 MISCELLANEOUS

                  9.1 Indemnities. Borrower agrees to indemnify, save, and hold
Agent, each Lender and their respective officers, directors, employees, agents,
and attorneys (the "Indemnitees") harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits
and claims of any kind or nature whatsoever that may be imposed on, incurred
by, or asserted against the Indemnitee in any action, claim, suit, proceeding
or investigation (whether or not the Indemnitee is a party thereto) as a result
of its being a party to this Agreement or any other Loan Document, or its
exercise of any rights or remedies


                                     -60-
<PAGE>   66


hereunder, thereunder or under applicable law, including, without limitation,
by reason of any defense, setoff, claim, counterclaim, recoupment or reduction
of liability asserted by any Person obligated to Borrower or any Affiliate
Guarantor (or to whom Borrower or any Affiliate Guarantor is otherwise
obligated) in respect of any Collateral; provided that Borrower shall have no
obligation to an Indemnitee hereunder with respect to liabilities arising from
either (i) the gross negligence or willful misconduct of that Indemnitee or
(ii) the breach by any Indemnitee of any term of this Agreement or any Loan
Document binding on it. This subsection and other indemnification provisions
contained within the Loan Documents shall survive the termination of this
Agreement.

                  9.2 Amendments and Waivers. Except as otherwise provided
herein, no amendment, modification, termination or waiver of any provision of
this Agreement, the Notes or any of the other Loan Documents, or consent to any
departure by any Loan Party therefrom, shall in any event be effective unless
the same shall be in writing and signed by Requisite Lenders (or Agent, if
expressly set forth herein, in any Note or in any other Loan Document) and the
applicable Loan Party; provided, that except to the extent permitted by the
applicable Lender Addition Agreement, no amendment, modification, termination
or waiver shall, unless in writing and signed by all Lenders, do any of the
following: (a) increase any Lender's Commitment; (b) reduce the principal of,
rate of interest on or fees payable with respect to any Loan; (c) extend the
Expiry Date, or change any date fixed for any payment of principal, interest or
fees; (d) change the aggregate unpaid principal amount of the Loans; (e) change
the percentage of Lenders which shall be required for Lenders or any of them to
take any action hereunder; (f) release Collateral (except if the sale or
disposition of such Collateral is permitted under subsection 8.2 or any other
Loan Document); (g) amend or waive this Section 9.2 or any of the definitions
of the terms used in this Section 9.2 insofar as the definitions affect the
substance of this Section 9.2; (h) change the requirement that all Lenders must
consent to any proposed Acquisition before it can be an Approved Acquisition;
or (i) change the form or manner in which interest is required to be paid; and
provided, further, that no amendment, modification, termination or waiver
affecting the rights or duties of Agent under any Loan Document shall in any
event be effective, unless in writing and signed by Agent, in addition to
Lenders required hereinabove to take such action. Each amendment, modification,
termination or waiver shall be effective only in the specific instance and for
the specific purpose for which it was given. No amendment, modification,
termination or waiver shall be required for Agent to take additional Collateral
for the ratable benefit of the Lenders pursuant to any Loan Document. No
amendment, modification, termination or waiver of any provision of any Note
shall be effective without the written concurrence of the holder of that Note.
No notice to or demand on Borrower or any other Loan Party in any case shall
entitle Borrower or any other Loan Party to any other or further notice or
demand in similar or other circumstances unless and except to the extent (if
any) such notice or demand otherwise is required pursuant hereto or pursuant to
any other Loan Document. Any amendment, modification, termination, waiver or
consent effected in accordance with this Section 9.2 shall be binding upon each
holder of the Notes at the time outstanding, each future holder of the Notes,
and, if signed by a Loan Party, on such Loan Party.

                  9.3 Notices. Any notice or other communication required shall
be in writing addressed to the respective party as set forth below and may be
delivered by hand, telecopied, sent by overnight courier service or U.S. mail
and shall be deemed to have been received: (a) if


                                     -61-
<PAGE>   67


delivered by hand, when delivered; (b) if delivered by telecopy, on the date of
transmission if transmitted on a Business Day before 5:00 p.m. (Atlanta time);
(c) if delivered by overnight courier, two (2) Business Days after delivery to
the courier properly addressed; or (d) if delivered by U.S. mail, seven (7)
Business Days after deposit with postage prepaid and properly addressed.

         Notices shall be addressed as follows:

<TABLE>

<S>                                 <C>
         If to Borrower             Clear Communications Group, Inc.
         or any Affiliate           440 Interstate North Parkway
         Guarantor:                 Atlanta, Georgia  30339
                                    ATTN:  Chief Financial Officer
                                    Telecopy:  (770) 763-5635

         With a copy to:            Smith, Gambrell & Russell, LLP
                                    Suite 3100, Promenade II
                                    1230 Peachtree Street, N.E.
                                    Atlanta, Georgia  30309
                                    ATTN:  L. Brett Lockwood, Esq.
                                    Telecopy:  (404) 815-3509

         If to Agent or
         Wachovia:                  Wachovia Bank, N.A.
                                    191 Peachtree Street
                                    Atlanta, Georgia  30303
                                    ATTN:  Laurie Galliano, V.P. (MC212)
                                    Telecopy:   (404) 332-6920

         With a copy to:            King & Spalding
                                    191 Peachtree Street
                                    Atlanta, Georgia  30303
                                    ATTN:  Gerald T. Woods, Esq.
                                    Telecopy:   (404) 572-5149

If to any Other  Lender:   To the address set forth beneath such Lender's name
                           on the signature  page hereto, or in the applicable
                           Lender Addition Agreement
</TABLE>

                  9.4 Failure or Indulgence Not Waiver; Remedies Cumulative. No
failure or delay on the part of Agent or any Lender to exercise, nor any
partial exercise of, any power, right or privilege hereunder or under any other
Loan Documents shall impair such power, right, or privilege or be construed to
be a waiver of any Default or Event of Default. All rights and remedies
existing hereunder or under any other Loan Document are cumulative to and not
exclusive of any rights or remedies otherwise available.


                                     -62-
<PAGE>   68


                  9.5 Marshalling; Payments Set Aside. Neither Agent nor any
Lender shall be under any obligation to marshall any assets in payment of any
or all of the Obligations. To the extent that Borrower makes payment(s) or
Agent enforces its Liens or Agent or any Lender exercises its right of set-off,
and such payment(s) or the proceeds of such enforcement or set-off are
subsequently invalidated, declared to be fraudulent or preferential, set aside,
or required to be repaid by anyone, then to the extent of such recovery, the
Obligations or part thereof originally intended to be satisfied, and all Liens,
rights and remedies therefor, shall be revived and continued in full force and
effect as if such payment had not been made or such enforcement or set-off had
not occurred.

                  9.6 Severability. The invalidity, illegality, or
unenforceability in any jurisdiction of any provision under the Loan Documents
shall not affect or impair the remaining provisions in the Loan Documents.

                  9.7 Lenders' Obligations Several; Independent Nature of
Lenders' Rights. The obligation of each Lender hereunder is several and not
joint and no Lender shall be responsible for the obligation or commitment of
any other Lender hereunder. In the event that any Lender at any time should
fail to make a Loan as herein provided, the Lenders, or any of them, at their
sole option, may make the Loan that was to have been made by the Lender so
failing to make such Loan. Nothing contained in any Loan Document and no action
taken by Agent or any Lender pursuant hereto or thereto shall be deemed to
constitute Lenders to be a partnership, an association, a joint venture or any
other kind of entity. The amounts payable at any time hereunder to each Lender
shall be a separate and independent debt.

                  9.8 Headings. Section and subsection headings are included
herein for convenience of reference only and shall not constitute a part of
this Agreement for any other purposes or be given substantive effect.

                  9.9 Applicable Law. THIS AGREEMENT AND, UNLESS EXPRESSLY
PROVIDED THEREIN, THE OTHER LOAN DOCUMENTS, SHALL BE GOVERNED BY AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
GEORGIA.

                  9.10 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Borrower may not assign its rights or
obligations hereunder without the written consent of all Lenders.

                  9.11 No Fiduciary Relationship. No provision in the Loan
Documents and no course of dealing between the parties shall be deemed to
create any fiduciary duty owing to Borrower by Agent or any Lender.

                  9.12 Construction. Agent, each Lender and Borrower
acknowledge that each of them has had the benefit of legal counsel of its own
choice and has been afforded an opportunity to review the Loan Documents with
its legal counsel and that the Loan Documents shall be construed as if jointly
drafted by Agent, each Lender and Borrower.


                                     -63-
<PAGE>   69


                  9.13 Confidentiality. Each party hereto agrees to exercise
its best efforts to keep any non-public information contained in or delivered
pursuant to the Loan Documents confidential from Persons other than those
employed by or engaged by such party and, in the case of Lenders, and those
employed by or engaged by each such Lender's assignees or participants, or
potential assignees or participants who, in each instance, need to know such
information to evaluate or administer the Loan Documents. This subsection shall
not apply to disclosures required to be made by any party to any regulatory or
governmental agency or pursuant to legal process.

                  9.14 Consent to Jurisdiction and Service of Process.

                  (1) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING
IN ATLANTA, GEORGIA IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
ANY LOAN DOCUMENTS AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR
THAT SUCH COURT IS AN INCONVENIENT FORUM.

                  (2) EACH PARTY HERETO DESIGNATES AND APPOINTS CSC THE UNITED
STATES CORPORATION COMPANY AND SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED
BY SUCH PARTY WHICH IRREVOCABLY AGREE IN WRITING TO SO SERVE AS ITS AGENT TO
RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY
SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY EACH PARTY TO BE
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO
SERVED SHALL BE MAILED BY REGISTERED MAIL TO EACH PARTY AT ITS ADDRESS PROVIDED
IN SUBSECTION 9.3 EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY
FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.
IF ANY AGENT APPOINTED BY A PARTY REFUSES TO ACCEPT SERVICE, SUCH PARTY HEREBY
AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING
HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW.

                  9.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES
ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS, OR ANY DEALINGS
RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION AND THE LENDER/BORROWER
RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO
BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION,


                                     -64-
<PAGE>   70


INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY ACKNOWLEDGES
THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS
AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN ITS RELATED
FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT EACH HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE LOAN DOCUMENTS, OR TO ANY OTHER
DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS OR THE LENDER LETTERS OF CREDIT
OR RISK PARTICIPATION AGREEMENTS. IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. EACH PARTY HERETO
ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR
THIS WAIVER, BE REQUIRED OF ANY OTHER PARTY HERETO.

                  9.16 Survival of Warranties and Certain Agreements. All
agreements, representations and warranties made herein shall survive the
execution and delivery of this Agreement, the making of the Loans and the
execution and delivery of the Notes. Notwithstanding anything in this Agreement
or implied by law to the contrary, the agreements of Borrower set forth in
Sections 1.2(J), 1.7, 9.1 and 9.20 shall survive the payment of the Loans and
the termination of this Agreement.

                  9.17 Entire Agreement. This Agreement, the Notes and the
other Loan Documents referred to herein embody the final, entire agreement
among the parties hereto and supersede any and all prior commitments,
agreements, representations, understandings, whether oral or written, relating
to the subject matter hereof and may not be contradicted or varied by evidence
of prior, contemporaneous or subsequent oral agreements or discussions of the
parties hereto.

                  9.18 Counterparts; Effectiveness. This Agreement and any
amendments, waivers, consents or supplements may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all of
which counterparts together shall constitute but one and the same instrument.
This Agreement shall become effective upon the execution of a counterpart
hereof by each of the parties hereto.

                  9.19 Press Release; Public Offering Materials. Borrower will
not and will not permit any of its Subsidiaries to disclose the name of Agent
or any Lender in any press release or in any prospectus, proxy statement or
other materials filed with any governmental entity relating to a public
offering of the capital stock of any Loan Party, except as required by
applicable law or with such Person's consent.


                                     -65-
<PAGE>   71


                  9.20 Expenses and Attorneys Fees. Borrower shall promptly pay
all reasonable fees, costs and expenses (including reasonable attorneys' fees
and disbursements) incurred by Agent in connection with any matters
contemplated by or arising out of the Loan Documents, in connection with the
examination, review, due diligence investigation, documentation, negotiation
and closing of the transactions contemplated herein and in connection with the
continued administration of the Loan Documents (including any amendments,
modifications and waivers). The foregoing shall include, but not be limited to,
audit and appraisal costs, costs of lien searches, filings and filing fees and
taxes, and costs, fees or expenses (including wire charges) which Agent incurs
to any bank in connection with the forwarding of any proceeds of Loans, the
receipt or depositing for collection of any item of payment, and the
administration of any Dominion Account, as hereinafter defined in Section 10.1.
The foregoing shall not include, however, costs, fees or expenses associated
with assignments made under Section 8.1, unless such assignment was initiated
by Borrower pursuant to Section 1.8. Borrower further agrees to promptly pay
all reasonable fees, costs and expenses incurred by Agent and Lenders in
connection with any action to enforce any Loan Document, to collect any
payments due from Borrower or any other Loan Party or to enforce any rights in
Collateral, including, without limitation, any costs, fees or expenses incurred
by Agent in protecting, preserving, assembling, refurbishing, repossessing,
preparing for sale and selling any Collateral. All fees, costs and expenses for
which Borrower is responsible under this subsection shall be deemed part of the
Obligations when incurred, payable in accordance with the terms of Section 1.4
and secured by the Collateral.


                                  SECTION 10
                                  DEFINITIONS

                  10.1 Certain Defined Terms. The terms defined below are used
in this Agreement as so defined. Terms defined in the preamble and recitals to
this Agreement are used in this Agreement as so defined. Capitalized terms used
in this Agreement, but not defined herein, shall have the meanings given to
such terms in the Security Agreement.

                  "Accounts" has the meaning given to such term in the Security
         Agreement.

                  "Acquisition" means the acquisition by a Person (by purchase,
         exchange, merger, consolidation or otherwise) of (i) all, or
         substantially all, Equity Interests of another Person, or (ii) all, or
         substantially all, of the operating assets or property of another
         Person, or assets or property which constitute all, or substantially
         all, of the assets of a division or a separate (or separable) line of
         business of another Person.

                  "Acquisition Loan Commitments" has the meaning given to such
         term in Section 1.1(C).


                                     -66-
<PAGE>   72


                  "Acquisition Loan Balance" has the meaning given to such term
         in Section 1.1(C).

                  "Acquisition Loan Expiry Date" means the earlier of (i)
         November 1, 2001 or (ii) that date on which the Acquisition Loan
         Commitments are fully disbursed.

                  "Acquisition Target" has the meaning set forth in the
         definition of "Approved Acquisition."

                  "ACS" means American Capital Strategies, Ltd.

                  "ACS Agreements" means the Note and Equity Purchase
         Agreement, dated on or about the Closing Date, between the Loan
         Parties and ACS, pertaining to the ACS Investment and all documents,
         instruments, certificates and agreement executed and delivered between
         such parties in connection therewith.

                  "ACS Subordination Agreement" means the Subordination and
         Intercreditor Agreement, dated on or about the Closing Date, between
         ACS and Agent, pertaining to the subordination of the ACS Investment
         and security therefor, as it may be amended or modified hereafter. The
         ACS Intercreditor Agreement shall be substantially in the form of
         EXHIBIT D annexed hereto.

                  "ACS Investment" means not less than Seventeen Million Five
         Hundred Thousand Dollars ($17,500,000) in Subordinated Indebtedness of
         Borrower purchased, at par, to the extent of Thirteen Million Dollars
         ($13,000,000), by ACS on the Closing Date, and being made available to
         ACS by Borrower for purchase, at par, at any time within one (1) year
         after the Closing Date, to the extent of the remainder, in accordance
         with the terms of the ACS Agreements. The term "ACS Investment" shall
         also include, without limitation, any promissory note issued pursuant
         to the ACS Agreements to evidence the Loan Parties' Indebtedness
         arising in payment of any purchase price upon the exercise of any put
         option by the holder of any warrants issued by Parent pursuant to the
         ACS Agreements in consideration of the cash investment by ACS
         referenced hereinabove.

                  "Additional Mortgage" has the meaning ascribed to such term
         in Section 2.8.

                  "Additional Mortgage Policies" has the meaning ascribed to
         such term in Section 2.8.

                  "Additional Mortgaged Property" has the meaning ascribed to
         such term in Section 2.8.


                                     -67-
<PAGE>   73


                  "Adjusted Net Earnings," with respect to any fiscal period of
         any Person, means the net earnings (or loss) for such fiscal period of
         such Person, and its Consolidated Subsidiaries, all as reflected on
         the financial statements of such Person and its Consolidated
         Subsidiaries supplied to Agent pursuant to subsection 4.1 or in
         furtherance of making any Approved Acquisition, but excluding: (i) any
         gain or loss arising from the sale of capital assets; (ii) any
         non-cash gain or loss arising from any write-up or write-down of
         assets during such period; (iii) earnings of any Subsidiary of each
         Person accrued prior to the date it became a Subsidiary; (iv) earnings
         of any Person, substantially all the assets of which have been
         acquired in any manner by such Person or any Consolidated Subsidiary,
         realized by such Person prior to the date of such acquisition; (v) net
         earnings of any entity (other than a Subsidiary of such Person) in
         which such Person has an ownership interest unless such net earnings
         have actually been received by such Person or any Consolidated
         Subsidiary in the form of cash Restricted Junior Payments; (vi) any
         portion of the net earnings of any Subsidiary of such Person which for
         any reason is unavailable for payment of Restricted Junior Payments to
         such Person; (vii) the earnings of any Person to which any assets of
         such Person or any Consolidated Subsidiary shall have been sold,
         transferred or disposed of, or into which such Person shall have
         merged, or been a party to any consolidation or other form of
         reorganization, prior to the date of such transaction; (viii) any gain
         arising from the acquisition of any Equity Interests in such Person or
         any Consolidated Subsidiary; and (ix) any gain or loss arising from
         extraordinary or non-recurring items; all as determined on a
         Consolidated basis in accordance with GAAP.

                  "Affiliate" means any Person: (a) directly or indirectly
         controlling, controlled by, or under common control with, Borrower;
         (b) directly or indirectly owning or holding ten percent (10%) or more
         of any Equity Interest in Borrower; or (c) ten percent (10%) or more
         of whose Equity Interest is directly or indirectly owned or held by
         Borrower. For purposes of this definition, "control" (including with
         correlative meanings, the terms "controlling", "controlled by" and
         "under common control with") means the possession directly or
         indirectly of the power to direct or cause the direction of the
         management and policies of a Person, whether through the ownership of
         Equity Interests, by contract or otherwise. Notwithstanding the
         foregoing, (a) no individual shall be an Affiliate solely by reason of
         his or her being a director, officer or employee of any Loan Party and
         (b) none of the Loan Parties shall themselves be deemed to be
         Affiliates.

                  "Affiliate Subordination Agreement" means the Affiliate
         Subordination Agreement dated as of the Closing Date, among Agent, the
         Loan Parties, Stephen F. Johnston, Sr., Clear Investors and DFW, as
         such agreement may thereafter be amended, supplemented or otherwise
         modified from time to time. The Affiliate Subordination Agreement
         shall be substantially in the form of EXHIBIT E annexed hereto.


                                     -68-
<PAGE>   74


                  "Affiliate Guarantors" has the meaning set forth in the
         preamble to this Agreement.

                  "Agent" means Wachovia in its capacity as agent for the
         Lenders under this Agreement and each of the other Loan Documents and
         any successor in such capacity appointed pursuant to subsection 8.2.

                  "Agreement" means this Credit Agreement (including all
         schedules and exhibits hereto).

                  "Annualization Period" means the period from the Initial Test
         Month through the fiscal month of Borrower ending March 31, 2000.

                  "Annualized" means, in respect of any revenue, income,
         expenditure or expense item used in the financial covenants set forth
         in Section 4.2, a method of calculation whereby, during the
         Annualization Period, such item is computed by adding together the
         month-to-month components of such item, beginning with the fiscal
         month of Borrower ending April 30, 1999 and ending with the fiscal
         month then most recently completed, dividing the sum resulting by the
         number of fiscal months completed since April 1, 1999 (inclusive of
         the fiscal month of Borrower then most recently completed), and
         multiplying the quotient resulting by the number twelve (12);
         provided, however, that, in the case of Interest Expense in relation
         to the ACS Investment, "Annualized" shall mean, instead, the amount
         thereof determined from month-to-month, beginning with the Initial
         Test Month and ending with the fiscal month then most recently
         completed, dividing the sum resulting by the number of fiscal months
         completed since the Initial Test Month (inclusive of the fiscal month
         then most recently completed), and multiplying the quotient resulting
         by the number twelve (12).

                  "Applicable Margin" means: (i) for the period from the
         Closing Date through, but not including, the fiscal month ending March
         31, 2000 (the "Adjustment Start Date") the per annum rates set forth
         at Level IV in the rate table set forth below; and (ii) beginning with
         the Adjustment Start Date, the "Applicable Margin" shall be subject to
         adjustment (up or down), based upon the then effective Total Debt
         Coverage, in accordance with the rate table set forth below:

<TABLE>
<CAPTION>

                                                                                                      Applicable
                                   Applicable Margin      Applicable Margin     Applicable Margin     Margin for
              If Total Debt        for Revolving Loans    for Term Loan shall   for Acquisition       Unused Loan
  Level       Coverage is:         shall be:              be:                   Loans shall be:       Fees shall be:
--------------------------------------------------------------------------------------------------------------------
                                                Base                 Base                  Base
                                    LIBOR       Rate      LIBOR      Rate       LIBOR      Rate
--------------------------------------------------------------------------------------------------------------------
   <S>                              <C>         <C>       <C>        <C>        <C>        <C>           <C>
    I
                                    2.75%       1.25%     2.75%      1.25%      2.75%      1.25%         .375%
                 <2.00:1
   II
            <2.50:1, >2.00:1        3.00%       1.50%     3.00%      1.50%      3.00%      1.50%         .375%
                     -
</TABLE>


                                     -69-
<PAGE>   75


<TABLE>
<CAPTION>

                                                                                                      Applicable
                                   Applicable Margin      Applicable Margin     Applicable Margin     Margin for
              If Total Debt        for Revolving Loans    for Term Loan shall   for Acquisition       Unused Loan
  Level       Coverage is:         shall be:              be:                   Loans shall be:       Fees shall be:
 -------------------------------------------------------------------------------------------------------------------

                                                Base                 Base                  Base
                                    LIBOR       Rate      LIBOR      Rate       LIBOR      Rate
--------------------------------------------------------------------------------------------------------------------
   <S>                              <C>         <C>       <C>        <C>        <C>        <C>           <C>
   III
             <3.00:1,>2.50:1        3.25%       1.75%     3.25%      1.75%      3.25%      1.75%          .50%
                     -
   IV
             <3.50:1,>3.00:1        3.50%       2.00%     3.50%      2.00%      3.50%      2.00%          .50%
                     -
    V
                 >3.50:1            3.75%       2.25%     3.75%      2.25%      3.75%      2.25%          .50%
                 -
</TABLE>

         That is to say, the Applicable Margin shall be subject to reduction or
         increase, as applicable and as set forth in the table above, on a
         quarterly basis according to the performance of Borrower as measured
         by the Total Debt Coverage for the Test Period ending March 31, 2000;
         i.e., the first such determination (and any resulting increase or
         reduction) shall be made from Borrower's financial statements as of
         and for the fiscal year of Borrower ending December 31, 1999. Any such
         increase or reduction in the Applicable Margin provided for herein
         shall be effective on the first day of the next month following
         receipt by Agent of the applicable financial statements and
         corresponding Compliance Certificate. If the financial statements and
         the Compliance Certificate of Borrower setting forth Total Debt
         Coverage are not received by Agent by the date required pursuant to
         Section 4.1 of this Agreement, the Applicable Margin shall be
         determined at Level V of the rate table set forth above, commencing on
         the date when any cure period in respect of Borrower's failure to
         deliver such financial statements and Compliance Certificate shall
         have expired and continuing until such time as such financial
         statements and Compliance Certificate are received and any Event of
         Default resulting from a failure timely to deliver such financial
         statements or Compliance Certificate has been waived in writing by the
         Requisite Lenders.

                  "Approved Acquisition" shall mean any Acquisition made
         subsequent to the Closing Date which meets each of the following
         conditions, to the sole satisfaction of all Lenders: (i) each Lender
         shall have received at least thirty (30) days prior to the intended
         date of consummation of the Acquisition a report (the "Acquisition
         Report") in substantially the form of EXHIBIT G, (ii) at or prior to
         the closing of the Acquisition, the Acquisition shall have been
         approved by the board of directors or other comparable governing body
         of the Acquisition Target (as hereinafter defined); (iii) the Person,
         operating assets or line of business acquired (herein, the
         "Acquisition Target") shall be in a Permitted Business; (iv) no Event
         of Default or Default shall exist at the time of such Acquisition or
         would result from, or be caused by, its consummation; (v) any change
         in the organizational structure of Borrower and its Subsidiaries
         resulting from the Acquisition; e.g., any merger or consolidation,
         shall be made in accordance with the terms of Section 3.6; (vi) prior
         to or upon consummation of each such Acquisition, Agent shall have
         received (A) copies of all material documents, instruments,
         certificates and


                                     -70-
<PAGE>   76


         agreements executed by, between or among Borrower or any of its
         Subsidiaries and the Acquisition Target (or the Person or Persons
         selling the Acquisition Target) evidencing, governing or relating to
         such Acquisition; and (B) such documents and instruments as Agent
         shall determine may be necessary or advisable to grant or confirm to
         Agent a Lien on or security interest in the Equity Interests,
         operating assets or line of business so acquired subject to no other
         Liens, except Permitted Encumbrances, and (C) if the Acquisition
         Target is acquired by, and not merged into, Borrower or any existing
         Affiliate Guarantor, a Pledge Agreement in respect of such Person's
         Equity Interests in accordance with Section 2.6 and a joinder
         agreement in respect of such Person as an Affiliate Guarantor
         hereunder in accordance with Section 3.13; (vii) at the time of the
         closing of such Acquisition, Borrower must demonstrate to the sole
         satisfaction of the Lenders its compliance with all financial
         covenants set forth in Section 4.2 hereof, on a pro forma basis,
         giving effect to such Acquisition as of the end of the then most
         recently concluded fiscal quarter of Borrower for which financial
         reports are then available, on an historical basis, for the respective
         twelve (12) fiscal months period then ended, as reflected on restated
         financial statements (including income statements, balance sheets and
         cash flow summaries) for such fiscal period for Borrower, its
         Consolidated Subsidiaries and the Acquisition Target on a Consolidated
         basis (except that during the Annualization Period, such financial
         statements shall be, as appropriate, Annualized); (viii) at the time
         of closing of such Acquisition, Borrower must also demonstrate to the
         sole satisfaction of the Lenders that, on a pro forma basis, over the
         twelve (12) fiscal months ending as of the most recently concluded
         fiscal month of the Acquisition Target prior to the Acquisition for
         which financial statements are available (the "test ending fiscal
         month"), the Acquisition Target, on a stand alone basis, had a
         positive EBITDA; (ix) to the extent that payment of any portion of the
         cost of any Acquisition is deferred, all purchase money Indebtedness
         arising therefrom must be Subordinated Indebtedness; (x) if any
         Acquisition Loan is to be used to finance, in whole or in part, such
         Acquisition, the total amount thereof shall not exceed one hundred
         percent (100%) of the purchase price of such Acquisition (including
         all expenses associated therewith); (xi) the Acquisition Target must
         be domiciled in, and have a majority of its business operations in,
         the continental United States; (xii) the Acquisition Target must be
         Y2K Compliant at time of Acquisition or, for any Acquisition occurring
         before November 30, 1999, must be capable of being Y2K Compliant by
         November 30, 1999; (xiii) the Acquisition shall be closed
         substantially in accordance with the terms thereof, as reflected in
         the Acquisition Report, unless otherwise approved by the Lenders; and
         (xiv) on the date of closing of such Acquisition, Agent shall have
         received from an Executive Officer, a certificate, in substantially
         the form of EXHIBIT H, confirming to Agent compliance with all the
         foregoing conditions (including, where appropriate, calculations of
         covenant compliance).

                  "Arranger" means Wachovia Securities, Inc., its successor and
         assigns.


                                     -71-
<PAGE>   77


                  "Asset Disposition" means the disposition, whether by sale,
         lease, transfer, loss, damage, destruction, condemnation or otherwise,
         of any of the following: (a) any of the stock of any of Borrower's
         Subsidiaries or (b) any or all of the assets of Borrower or any of its
         Subsidiaries, other than dispositions permitted by subsection 3.7(a).

                  "Bankruptcy Code" means Title 11 of the United States Code
         entitled "Bankruptcy", as amended from time to time or any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect
         and all rules and regulations promulgated thereunder.

                  "Base Rate Loans" has the meaning set forth in Section
         1.2(A)(1).

                  "Borrower" has the meaning ascribed to that term in the
         preamble of this Agreement.

                  "Business Day" means (a) for all purposes other than as
         covered by clause (b) below, any day excluding Saturday, Sunday and
         any day which is a legal holiday under the laws of the State of
         Georgia, or is a day on which banking institutions located in such
         state are closed, and (b) with respect to all notices, determinations,
         fundings and payments in connection with LIBOR Loans, any day that is
         a Business Day described in clause (a) above and that is also a day
         for trading by and between banks in Dollar deposits in the applicable
         interbank LIBOR market.

                  "Capital Lease" means any lease that is required to be
         capitalized for financial reporting purposes in accordance with GAAP.

                  "Capitalization/Acquisition Documents" means, collectively,
         the Junior Capital Infusion Documents and the Current Acquisitions
         Documents.

                  "CDS" has the meaning ascribed to such term in the preamble
         to this Agreement.

                  "Clear Investors" means Clear Investors, LLC, a Georgia
         limited liability company.

                  "Closing Date" means the date first inscribed hereinabove on
         the cover page to this Agreement.

                  "Closing Date Mortgage" has the meaning ascribed to such term
         in Section 7.1.

                  "Closing Date Mortgage Policies" has the meaning ascribed to
         such term in Section 7.1.


                                     -72-
<PAGE>   78


                  "Closing Date Mortgaged Property" has the meaning ascribed to
         such term in Section 7.1.

                  "Collateral" means, collectively: (a) all of the real,
         personal and mixed property (including capital stock) in which Liens
         are purported to be granted pursuant to the Security Documents as
         security for all obligations of the Loan Parties hereunder and (b) any
         property or interest provided in addition to or in substitution for
         any of the foregoing.

                  "Collateral Location" means: (i) the principal place of
         business and chief executive office of Parent, Borrower and each
         Affiliate Guarantor; and (ii) each other location on which, from time
         to time, any of the Collateral (including books and records respecting
         intangible assets constituting Collateral) is or may be located.
         Without limitation of the foregoing, the term "Collateral Location"
         shall include public warehouses where Collateral may be warehoused
         from time to time.

                  "Commitments" means, for each Lender or all Lenders, as the
         case may be, its or their respective Term Loan Commitments, Revolving
         Loan Commitments and/or Acquisition Loan Commitments. The term
         "Commitments" shall also include, as to the Issuing Lender, its LC
         Commitment.

                  "Communications Act" means the Communications Act of 1934, as
         amended (including the Telecommunications Act of 1996), and the rules
         and regulations issued thereunder, as from time to time in effect.

                  "Conforming Leasehold Interest" means any Recorded Leasehold
         Interest as to which the lessor has agreed in writing for the benefit
         of Agent (which writing has been delivered to Agent), whether under
         terms of the applicable lease, under the terms of landlord's
         agreement, or otherwise, to the matters described in the definition of
         "Landlord's Agreement," which interest, if a subleasehold interest or
         sub-subleasehold interest, is not subject to any contrary restrictions
         contained in a superior lease or sublease.

                  "Consolidated," for financial, accounting and reporting
         purposes, means the consolidated financial status, performance or
         condition of Borrower and its Subsidiaries, determined in accordance
         with GAAP.

                  "CPM" has the meaning ascribed to such term in the initial
         recitals to this Agreement.

                  "CTI" has the meaning ascribed to such term in the preamble
         to this Agreement.

                  "Current Acquisitions" means, collectively, the Acquisition
         by Borrower of all Equity Interests in, and/or the business and assets
         of, each of TWR, TLI,


                                     -73-
<PAGE>   79


         RTC, MTG and SDI pursuant to the Current Acquisitions Documents on the
         Closing Date.

                  "Current Acquisitions Closing Costs" means, collectively, the
         total cash consideration payable by Borrower to consummate the Current
         Acquisitions plus all closing costs related thereto.

                  "Current Acquisitions Documents" means, collectively, (i) the
         Stock Purchase Agreement, dated on or about the Closing Date, by and
         among Borrower, TWR and SDI (among others) pertaining to the
         Acquisition by Borrower of TWR, TLI, RTC and SDI; and (ii) the Asset
         Purchase Agreement, dated on or about the Closing Date, by and between
         CPM (as assignee of Borrower) and MTG (among others) pertaining to the
         Acquisition by CPM of the assets of MTG; together with all schedules
         and exhibits thereto, and all documents, instruments, certificates or
         agreements executed or exchanged in connection therewith, including
         any documents, instructions or agreements pertaining to any Seller
         Debts.

                  "Default" means a condition or event that, after notice or
         lapse of time or both, would constitute an Event of Default if that
         condition or event were not cured or removed within any applicable
         grace or cure period.

                  "DFW" means DFW Capital Partners, L.P., a Delaware limited
         partnership affiliated with DeMuth, Folger & Wetherill.

                  "Dominion Account" has the meaning given to such term in the
         Security Agreement.

                  "EBITDA," with respect to any Person, for any fiscal period
         of such Person, means Adjusted Net Earnings of such Person for such
         period, plus, to the extent deducted in computing such Adjusted Net
         Earnings, (a) Interest Expense, (b) any provision for income taxes,
         (c) depreciation expense, and (d) amortization expense; all determined
         on a Consolidated basis for such Person and its Consolidated
         Subsidiaries in accordance with GAAP; provided, however, that, in
         computing EBITDA of Borrower, (i) for the purpose of determining
         whether any proposed Acquisition will be an Approved Acquisition, and
         (ii) for the twelve (12) fiscal months of Borrower ending subsequent
         to each Approved Acquisition, EBITDA shall be based, in part, on the
         historical EBITDA of the Acquisition Target prior to its Acquisition
         (for the applicable number of fiscal months), after giving effect,
         however, to such pro forma adjustments therein for any owner
         compensation at the Acquisition Target, net savings related to any
         duplicate customer service related positions, facilities closures and
         other immediately realizable adjustments, all as proposed by Borrower,
         and reviewed and approved by all Lenders (it being understood that, in
         each Acquisition, the Lenders must underwrite the proposed amounts and
         permanency of all such adjustments) prior to their being permitted
         hereunder.


                                     -74-
<PAGE>   80


                  "Environmental Laws" means all laws, rules, regulations,
         codes, ordinances, orders, decrees, judgments, injunctions, notices or
         binding agreements issued, promulgated or entered into by any
         Governmental Authority, relating in any way to the environment,
         preservation or reclamation of natural resources, the management,
         release or threatened release of any Hazardous Material or to health
         and safety matters.

                  "Environmental Liability" means any liability, contingent or
         otherwise (including any liability for damages, costs of environmental
         remediation, fines, penalties or indemnities), of any Loan Party
         directly or indirectly resulting from or based upon (a) violation of
         any Environmental Law, (b) the generation, use, handling,
         transportation, storage, treatment or disposal of any Hazardous
         Materials, (c) exposure to any Hazardous Materials, (d) the release or
         threatened release of any Hazardous Materials into the environment or
         (e) any contract, agreement or other consensual arrangement pursuant
         to which liability is assumed or imposed with respect to any of the
         foregoing.

                  "Equity Interests" means the interest of a shareholder in a
         corporation, a partner (whether general or limited) in a partnership
         (whether general, limited or limited liability), a member in a limited
         liability company, or any other Person having any other form of equity
         security.

                  "Escrowed Seller Debt" has the meaning given to such term in
         Section 7.1(Z).

                  "Excess Borrowing Availability" means the amount (if any) by
         which, on any date of determination, (A) the Maximum Revolving Loan
         Balance exceeds (B) the higher of (1) the sum of all Revolving Loans
         and LC Exposure outstanding on the determination date, or (2) the
         daily average amount of outstanding Revolving Loans and LC Exposure
         over the consecutive thirty (30) days period preceding the
         determination date (or, if less, the number of days following the
         Closing Date; or, as applicable, for any determination made on the
         Closing Date, the Closing Date itself).

                  "Excess Revolving Loans" has the meaning set forth in Section
         1.1(A).

                  "Effective Officer" means any of the following officers of
         the Borrowers regardless of title; its chief executive officer, its
         chief operating officer and its chief financial officer.

                  "Existing Credit Agreement" means the Credit Agreement, dated
         as of May 19, 1998, made by and between the Borrower and Fleet
         National Bank, individually and as administrative agent, among others,
         as modified or amended through the Closing Date.


                                     -75-
<PAGE>   81


                  "Expiry Date" means that date which constitutes the fifth
         (5th) anniversary of the Closing Date; namely, November 1, 2004.

                  "Facilities" means any and all real property (including all
         buildings, fixtures or other improvements located thereon) now or
         hereafter or heretofore owned, leased, operated or used by any Loan
         Party or any of their respective predecessors.

                  "FAA" means The Federal Aviation Administration or any
         governmental authority succeeding to any of its functions.

                  "FCC" means The Federal Communications Commission or any
         governmental authority succeeding to any of its functions.

                  "FCC Licenses" means any telephone, microwave, personal
         communications, paging or other license, authorization, certificate of
         compliance, franchise, approval or permit, granted or issued by the
         FCC and held by any of the Loan Parties which enables such Loan Party
         to engage in its business.

                  "Federal Funds Effective Rate" means, for any day, the
         weighted average (rounded upwards, if necessary, to the next 1/100 of
         1%) of the rates on overnight federal funds transactions with members
         of the Federal Reserve System arranged by Federal funds brokers, as
         published on the next succeeding Business Day by the Federal Reserve
         Bank of New York, or, if such rate is not so published for any day
         that is a Business Day, the average (rounded upwards, if necessary,
         tot he next 1/100 of 1%) of the quotations for such day for such
         transactions received by Agent from three (3) federal funds brokers of
         recognized standing selected by it.

                  "Fee Letter" means that certain fee letter, dated on or prior
         to the Closing Date, among Arranger, Wachovia and Borrower, respecting
         certain fees to be paid by Borrower to Agent and Arranger in
         conjunction with the transactions contemplated hereby.

                  "Flood Hazard Property" means a Mortgaged Property located in
         an area designated by the Federal Emergency Management Agency (FEMA)
         as having special flood or mud slide hazards.

                  "Foreign Lender" means any Lender that is organized under the
         laws of a jurisdiction other than that in which the Borrower is
         located. For purposes of this definition, the United States of
         America, each State thereof and the District of Columbia shall be
         deemed to constitute a single jurisdiction.

                  "Franchise" means any franchise, right of way, permit,
         license or other authorization granted by any Governmental Authority,
         including all laws, regulations and ordinance relating thereto, for
         the construction, operation and maintenance of a telecommunications
         system, or for the provision of purchase of


                                     -76-
<PAGE>   82


         telecommunications services, and shall include all FCC Licenses and
         certificates of compliance or other documents which are required to be
         issued by or filed with the FCC.

                  "Funded Debt" means, collectively, all interest-bearing
         (including imputed interest) Indebtedness, including, without
         limitation, all Loans, all purchase money Indebtedness, all capital
         lease obligations, all Seller Debts, the ACS Investment and any
         Subordinated Indebtedness. For purposes hereof, the term "Funded Debt"
         shall also include, but without limitation, all LC Exposure.

                  "Funding Date" has the meaning set forth in Section 7.2.

                  "GAAP" means generally accepted accounting principles as set
         forth in statements from Auditing Standards No. 69 entitled "The
         Meaning of `Present Fairly in Conformance with Generally Accepted
         Accounting Principles in the Independent Auditors Reports'" issued by
         the Auditing Standards Board of the American Institute of Certified
         Public Accountants and statements and pronouncements of the Financial
         Accounting Standards Board that are applicable to the circumstances as
         of the date of determination.

                  "Governmental Authority" means the government of the United
          States of America, any other nation or any political subdivision
          thereof, whether state or local, and any agency, authority,
          commission, instrumentality, regulatory body, court, central bank or
          other entity exercising executive, legislative, judicial, taxing,
          regulatory or administrative powers or functions of or pertaining to
          government. Without limiting the foregoing, "Governmental Authority"
          shall include the FCC and the FAA.

                  "Guaranteed Obligations" has the meaning set forth in Section
         1.9.

                  "Hazardous Materials means all explosive or radioactive
         substances or wastes and all hazardous or toxic substances, wastes or
         other pollutants, including petroleum or petroleum distillates,
         asbestos or asbestos containing materials, polychlorinated biphenyls,
         radon gas, infectious or medical wastes and all other substances or
         wastes of any nature regulated pursuant to any Environmental Law.

                  "Indebtedness", as applied to any Person, means: (a) all
         indebtedness for borrowed money; (b) that portion of obligations with
         respect to Capital Leases that is properly classified as a liability
         on a balance sheet in conformity with GAAP; (c) notes payable and
         drafts accepted representing extensions of credit whether or not
         representing obligations for borrowed money; (d) any obligation owed
         for all or any part of the deferred purchase price of property or
         services if the purchase price is due more than six (6) months from
         the date the obligation is incurred or is evidenced by a note or
         similar written instrument (other than trade accounts payable arising
         in the Ordinary Course of Business); provided, that the amount of any
         such obligation based on the revenues or profits of an acquired



                                     -77-
<PAGE>   83


         business or entity shall equal only the amount that has become fixed
         or determinable pursuant to the terms of such obligation; (e) payments
         owing in connection with existing or future Acquisitions under
         noncompete agreements, earn-out guaranties and similar arrangements;
         and (f) all indebtedness secured by any Lien on any property or asset
         owned or held by that Person regardless of whether the indebtedness
         secured thereby shall have been assumed by that Person or is
         nonrecourse to the credit of that Person.

                  "Initial Test Month" means the fiscal month of Borrower
         ending October 31, 1999.

                  "Interest Expense" means, for any period, the sum, for the
         Loan Parties (determined on a consolidated basis without duplication
         in accordance with GAAP), of the following: (a) all interest in
         respect of Indebtedness accrued or capitalized during such period
         (whether or not actually paid during such period) plus (b) the net
         amounts payable (or minus the net amounts receivable) under Interest
         Rate Protection Products accrued during such period (whether or not
         actually paid or received during such period) including fees, but
         excluding reimbursement of legal fees and other similar transaction
         costs and excluding payments required by reason of the early
         termination of Interest Rate Protection Products in effect on the date
         hereof plus (c) all fees, including letter of credit fees and
         expenses, incurred hereunder during such period.

                  "Interest Rate Protection Products" means any interest rate
         cap agreements, interest rate swap agreements, interest rate collar
         agreements, interest rate insurance and other agreements or
         arrangements designed to provide protection against fluctuations in
         interest rates.

                  "IRC" means the Internal Revenue Code of 1986, as amended
         from time to time and all rules and regulations promulgated
         thereunder.

                  "ISD" has the meaning ascribed to such term in the preamble
         to this Agreement."

                  "Issuing Lender" means Wachovia, in its capacity as issuer of
         Letters of Credit.

                  "Junior Capital Infusion" means the infusion of not less than
         Twenty-Five Million Dollars ($25,000,000) in cash capital into
         Borrower, effective on the Closing Date, pursuant to the Junior
         Capital Infusion Documents (of which a portion, equal to not more than
         Four Million Five Hundred Thousand Dollars ($4,500,000) may be
         committed, but not disbursed).

                  "Junior Capital Infusion Documents" means, collectively, (i)
         the Stratford Agreements and (ii) the ACS Agreements.


                                     -78-
<PAGE>   84


                  "Landlord's Agreement" means an agreement between a lessor
         (and any sublessor) of a Collateral Location (which for purposes
         hereof, shall include the owner/operator of any public warehouse which
         is a Collateral Location) and Agent in the form of EXHIBIT I, with
         such variations as Agent and Borrower may mutually agree from time to
         time.

                  "LC Commitment" means the commitment of the Issuing Lender to
         issue Letters of Credit for the account of the Borrower, as the amount
         of such commitment may be increased or reduced from time to time by
         the written agreement of the Borrower, the Issuing Lender, the
         Requisite Lenders and Agent. The initial amount of the LC Commitment
         shall be Two Million Dollars ($2,000,000).

                  "LC Disbursement" means a payment made by the Issuing Lender
         pursuant to a Letter of Credit.

                  "LC Exposure" means, at any time, the sum of (a) the
         aggregate undrawn amount of all outstanding Letters of Credit at such
         time plus (b) the aggregate amount of all LC Disbursements that have
         not yet been reimbursed by or on behalf of the Borrower at such time.
         The LC Exposure of any Lender at any time shall be its Pro Rata Share
         of the total LC Exposure at such time.

                  "Leasehold Property" means any leasehold interest of any Loan
         Party as lessee under any lease of real property, other than any such
         leasehold interest designated from time to time by Agent in its sole
         discretion as not being required to be included in the Collateral.

                  "Lender" or "Lenders" means Wachovia and First Union National
         Bank, initially, together with and including each of their respective
         successors and permitted assigns pursuant to subsection 8.1. The term
         "Lender" shall include the Issuing Lender, unless otherwise expressly
         provided.

                  "Lender Addition Agreement" means an agreement, to be
         substantially in the form of EXHIBIT J, among Agent, a Lender and such
         Lender's assignee regarding their respective rights and obligations
         with respect to assignments of the Loans, the Commitments and other
         interests under this Agreement and the other Loan Documents.

                  "Lending Office" means, for Wachovia, the address set forth
         in Section 9.3, and for each other Lender, the address set forth for
         such Lender on the signature page to this Agreement or in the
         applicable Lender Addition Agreement.

                  "Letter of Credit" means a commercial or standby letter of
         credit issued to a third party beneficiary for the account of any Loan
         Party in the Ordinary Course of Business of such Loan Party.


                                     -79-
<PAGE>   85


                  "LIBOR" has the meaning set forth in Section 1.2(A).

                  "LIBOR Breakage Fee" has the meaning set forth in Section
         1.2(J).

                  "LIBOR Loans" has the meaning set forth in Section 1.2(A)(2).

                  "Lien" means any lien, mortgage, pledge, security interest,
         charge or encumbrance of any kind, whether voluntary or involuntary
         (including any conditional sale or other title retention agreement and
         any lease in the nature thereof), and any agreement to give any lien,
         mortgage, pledge, security interest, charge or encumbrance.

                  "Loans" means the Term Loan, the Revolving Loans and the
         Acquisition Loans, or any of them, as the case may be.

                  "Loan Documents" means this Agreement, the Notes, the
         Security Documents and all other instruments, documents and agreements
         executed by or on behalf of any Loan Party and delivered concurrently
         herewith or at any time hereafter to or for the benefit of Agent or
         any Lender (or, in the case of Interest Rate Products, an Affiliate of
         a Lender) in connection with the Loans, any Letters of Credit, any
         Interest Rate Products and any other transactions contemplated by this
         Agreement, all as amended, supplemented or modified from time to time.

                  "Loan Party" means, collectively, Borrower, each Affiliate
         Guarantor and any other Person (other than Agent and each Lender)
         which is or becomes a party to any Loan Document.

                  "Material Adverse Effect" means (a) a material adverse effect
         upon the business, operations, properties, assets or condition
         (financial or otherwise) of Borrower and its Subsidiaries (taken as a
         whole) or (b) the material impairment of the ability of Borrower and
         the other Loan Parties (taken as a whole) to perform its obligations
         under this Agreement, any Note or the Security Agreement to which it
         is a party or of Agent or any Lender to enforce this Agreement, any
         Note or the Security Agreement or collect any of the Obligations. In
         determining whether any individual event would result in a Material
         Adverse Effect, notwithstanding that such event does not of itself
         have such effect, a Material Adverse Effect shall be deemed to have
         occurred if the cumulative effect of such event and all other then
         existing events would result in a Material Adverse Effect.

                  "Material Leasehold Property" means a Leasehold Property
         reasonably determined by Agent to be of material value as Collateral
         or of material importance to the operations of the Loan Parties.

                  "Materiality Threshold" means One Hundred Thousand Dollars
         ($100,000).


                                     -80-
<PAGE>   86


                  "Maximum Revolving Loan Balance" has the meaning ascribed to
         such term in Section 1.1(B).

                  "Mortgage" means (i) a security instrument (whether
         designated as a deed of trust or a mortgage, leasehold mortgage,
         collateral assignment of leases and rents or by any similar title)
         executed and delivered by any Loan Party in such form as may be
         approved by the Agent in its sole discretion, in each case with such
         changes thereto as may be recommended by Agent's local counsel based
         on local laws or customary local practices, (ii) or at Agent's option,
         in the case of an Additional Mortgaged Property, an amendment to an
         existing Mortgage, in form satisfactory to Agent, adding such
         Additional Mortgaged Property to the Real Property Assets encumbered
         by such existing Mortgage, in either case as such security instrument
         or amendment may be amended, supplemented or otherwise modified from
         time to time. "Mortgages" means all such instruments, including
         Closing Date Mortgages and any Additional Mortgages, collectively.

                  "Mortgaged Property" means Closing Date Mortgaged Property
         and Additional Mortgaged Property (if any).

                  "MTG" means McKenzie Telecommunications Group, Inc., an
         Arizona corporation.

                  "Net Proceeds" means cash proceeds received by Borrower or
         any of its Subsidiaries from any Asset Disposition (including
         insurance proceeds, awards of condemnation, and payments under notes
         or other debt securities received in connection with any Asset
         Disposition), net of (a) the costs of such sale, lease, transfer or
         other disposition (including taxes attributable to such sale, lease,
         transfer or other disposition) and (b) amounts applied to repayment of
         Indebtedness (other than the Obligations) secured by a Lien on the
         asset or property which was the subject of such disposition.

                  "Note" or "Notes" means one or more of the promissory notes
         of Borrower evidencing at any time the Loans, or any combination
         thereof. Each Note shall be substantially in the form of EXHIBIT O
         annexed hereto.

                  "Obligations" means all obligations, liabilities and
         indebtedness of every nature of each Loan Party from time to time owed
         to Agent or any Lender (or, in the case of Interest Rate Products, any
         Affiliate of a Lender) under the Loan Documents, including all Loans,
         all reimbursement obligations owing under Letters of Credit, the
         principal amount of all other debts, claims and indebtedness,
         including indebtedness under Interest Rate Protection Products,
         indebtedness arising in respect of foreign exchange, cash management,
         corporate credit card or similar financial services offered in
         furtherance of the transactions contemplated hereby, accrued and
         unpaid interest, and all fees, costs and expenses, whether primary,
         secondary, direct, contingent, fixed or otherwise, heretofore, now
         and/or from time to time hereafter owing, due or payable under the
         Loan Documents


                                     -81-
<PAGE>   87


         whether before or after the filing of a proceeding under the
         Bankruptcy Code by or against any Loan Party. In the case of the
         Affiliate Guarantors, "Obligations" also includes the Guaranteed
         Obligations.

                  "Ordinary Course of Business" refers to an action taken by a
         Person if: (a) such action is consistent with the past practices of
         such Person and is taken in the ordinary course of the normal
         day-to-day operations of such Person; (b) such action is not required
         to be authorized by the board of directors of such Person (or by any
         Person or group of Persons exercising similar authority) and is not
         required to be specifically authorized by the parent company (if any)
         of such Person; and (c) such action is similar in nature and magnitude
         to actions customarily taken, without any authorization by the board
         of directors (or by any Person or group of Persons exercising similar
         authority), in the ordinary course of the normal day-to-day operations
         of other Persons that are in the same line of business as such Person.

                  "Parent" has the meaning assigned to such term in the initial
         recitals to this Agreement.

                  "Pension Plan" has the meaning ascribed to such term in
         Section 6.1(L).

                  "Permitted Business" means (i) the business conducted by
         Borrower and its Subsidiaries on the Closing Date; namely, the
         provision of broad-based telecommunications, engineering and
         construction services to the wireless, wireline, cable (CATV) and
         fiber communication industries, including radio/network engineering,
         RF compliance, site acquisition, site planning, construction and
         project management, equipment installation and optimization,
         structural and architectural design and engineering, ad site
         maintenance; and (ii) such other business as Borrower or any of its
         Subsidiaries may engage hereafter, subject to the prior written
         approval of the Requisite Lenders. The term "Permitted Business" shall
         not include, however, any "build-to-suit" businesses.

                  "Permitted Encumbrance" has the meaning ascribed to such term
         in Section 3.2(A).

                  "Person" means and includes natural persons, corporations,
         limited liability companies, limited partnerships, limited liability
         partnerships, general partnerships, joint stock companies, joint
         ventures, associations, companies, trusts, banks, trust companies,
         land trusts, business trusts or other organizations, whether or not
         legal entities, and governments and agencies and political
         subdivisions thereof and their respective permitted successors and
         assigns (or in the case of a governmental person, the successor
         functional equivalent of such Person).

                  "Pledge Agreement" means a pledge agreement, made in favor of
         Agent to secure payment of the Obligations, in respect of certain
         Equity Interests of


                                     -82-
<PAGE>   88


         Borrower and/or any Subsidiaries, in substantially the form of EXHIBIT
         K; as it may be modified or amended from time to time.

                  "Pledgor" means any Person (other than Agent) party to a
         Pledge Agreement.

                  "Preferred Investment" shall mean the equity investment of
         the Preferred Shareholders in Parent made pursuant to the Preferred
         Investment Documents.

                  "Preferred Investment Documents" shall mean all those
         documents, instruments and agreements, including provisions in
         Parent's articles (or certificate) of incorporation and by-laws,
         existing on the Closing Date, evidencing, concerning or pertaining to
         Parent's Class A Convertible Preferred Stock and Parent's Series C
         Convertible Preferred Stock, as constituted on the Closing Date.

                  "Preferred Shareholders" shall mean Clear Investors, DFW and
         any other holders from time to time of all or portions of the
         Preferred Investment.

                  "Prime Rate" means the rate of interest per annum publicly
         announced from time to time by Wachovia, as its prime rate in effect
         at its principal office in Atlanta, Georgia; each change in the Prime
         Rate shall be effective from and including the date such change is
         publicly announced as being effective. The Prime Rate is but one of
         several interest rate basis used by Wachovia. Wachovia lends at
         interest rates at, above and below the Prime Rate.

                  "Pro Forma" shall have the meaning given to such term in
         Section 5.5(A).

                  "Pro Rata Share" means, for each Lender: (i) in the case of
         the Term Loan and matters pertinent thereto, the percentage obtained
         by dividing such Lender's Term Loan Commitment by all Lenders'
         aggregate Term Loan Commitments; (ii) in the case of Revolving Loans
         and matters pertinent thereto, including Letters of Credit, the
         percentage obtained by dividing such Lender's Revolving Loan
         Commitment by all Lenders' aggregate Revolving Loan Commitments; (iii)
         in the case of Acquisition Loans and matters pertinent thereto, the
         percentage obtained by dividing such Lender's aggregate Acquisition
         Loan Commitment by all Lenders' Acquisition Loan Commitments; and
         (iii) in all other matters, the percentage obtained by dividing such
         Lender's total Commitments by all Lenders' total Commitments.

                  "Projections" means Borrower's forecasted consolidated: (a)
         balance sheets; (b) profit and loss statements; and (c) cash flow
         statements; each prepared on a division by division and Subsidiary by
         Subsidiary basis on a consistent basis with Borrower's historical
         financial statements, subject to permitted changes in


                                     -83-
<PAGE>   89


         accounting principles; together with appropriate supporting details
         and a statement of underlying assumptions.

                  "Real Property Asset" means, at the time of determination,
         any fee ownership or leasehold interest then owned by any Loan Party
         in any real property.

                  "Recorded Leasehold Interest" means a Leasehold Property with
         respect to which a Recorded Document (as hereinafter defined) has been
         recorded in all places necessary or desirable, in Agent's reasonable
         judgment, to give constructive notice of such Leasehold Property to
         third-party purchasers and encumbrances of the affected real property.
         For purposes of this definition, the term "Recorded Document" means,
         with respect to any Leasehold Property, (a) the lease evidencing such
         Leasehold Property or a memorandum thereof, executed and acknowledged
         by the owner of the affected real property, as lessor, or (b) if such
         Leasehold Property was acquired or subleased from the holder of a
         Recorded Leasehold Interest, the applicable assignment or sublease
         document, executed and acknowledged by such holder, in each case in
         form sufficient to give such constructive notice upon recordation and
         otherwise in form reasonably satisfactory to Agent.

                  "Replacement Lender" has the meaning set forth in Section 1.9.

                  "Related Transactions" means, collectively, (i) the
         Capitalization/Acquisition Transactions, and (ii) the financial
         transactions contemplated hereunder.

                  "Requisite Lenders" means Lenders having (a) sixty-six and
         two-thirds percent (66 2/3%) or more of the sum of the total
         Commitments or, (b) if the Commitments have been terminated, sixty-six
         and two-thirds percent (66 2/3%) or more of the aggregate outstanding
         principal balance of the Loans; provided, however, that whenever the
         number of Lenders is two (2) or less, then, "Requisite Lenders" shall
         mean, instead, all such Lenders.

                  "Revolving Loan Commitments" has the meaning given to such
         term in Section 1.1(A).

                  "Restricted Junior Payment" has the meaning given to such
         term in Section 3.5.

                  "RTC" has the meaning given to such term in the initial
         recitals to this Agreement.

                  "SDI" has the meaning ascribed to such term in the preamble
         to this Agreement.


                                     -84-
<PAGE>   90


                  "Security Agreement" means the Security Agreement, dated as
         of the Closing Date, made by Borrower in favor of Agent, for the
         benefit of Lenders, in substantially the form of EXHIBIT L; as it may
         be modified or amended from time to time.

                  "Security Documents" means all instruments, documents and
         agreements executed by or on behalf of any Loan Party to guaranty or
         provide collateral security with respect to the Obligations including,
         without limitation, the Security Agreement, each Pledge Agreement, any
         guaranty of the Obligations, each Mortgage, and all instruments,
         documents and agreements executed pursuant to the terms of the
         foregoing.

                  "Sellers" means, collectively, (i) those Persons identified
         as such on SCHEDULE 10.1 annexed hereto; and (ii) such other Persons
         as from time to time hereafter are party to any Approved Acquisitions
         as sellers.

                  "Seller DP Obligations" means, collectively, (i) all
         Indebtedness owing by Borrower to Sellers (or their shareholders) on
         the Closing Date in respect of Acquisitions, including the Current
         Acquisitions, consisting of deferred payments (excluding those
         constituting Seller Purchase Debts), in the nature of earn-out
         guaranties, non-compete payments or other like arrangements, whether
         or not evidenced by one or more promissory notes, all as more
         particularly described in SCHEDULE 10.1; and (ii) all similar such
         Indebtedness arising to Sellers (or their shareholders) hereafter in
         connection with Approved Acquisitions, as and to the extent then
         approved by all Lenders.

                  "Seller Debts" means, collectively, (i) Seller DP Obligations
         and (ii) Seller Purchase Debts.

                  "Seller Purchase Debts" means, collectively, (i) all purchase
         money Indebtedness owing by Borrower to Sellers (or their
         shareholders) on the Closing Date in respect of Acquisitions,
         including the Current Acquisitions, whether or not evidenced by one or
         more Promissory Notes, all as more particularly described in SCHEDULE
         10.1 (excluding, however, therefrom any being paid in full on the
         Closing Date); and (ii) all similar such Indebtedness arising
         hereafter to Sellers (or their shareholders) in connection with
         Approved Acquisitions, if and to the extent then approved by all
         Lenders.

                  "Seller Subordination Agreement" means (i) a Subordination
         Agreement, among a Seller, the Agent and the Borrower, to be
         substantially in the form annexed hereto as EXHIBIT M; or (iii) such
         other agreement (which may be incorporated into the document(s)
         evidencing the Seller Debt in question), between or among a Seller,
         the Borrower and the Agent (or to which the Agent or Lenders are
         express third party beneficiaries) pursuant to which such Seller shall
         agree to subordinate its rights and claims against the Loan Party and
         any Collateral on terms and conditions satisfactory to the Agent and
         all Lenders.


                                     -85-
<PAGE>   91


                  "Senior Debt" shall mean Funded Debt, less any portion
         thereof constituting Subordinated Indebtedness, determined on a
         Consolidated basis for Borrower and its Consolidated Subsidiaries, in
         accordance with GAAP. Without limitation, all Loans outstanding and LC
         Exposure shall be included within the foregoing definition, and the
         amount thereof shall equal the higher of (i) total Loans and LC
         Exposure outstanding on the determination date, or (ii) the average
         daily amount of Loans and LC exposure outstanding over the thirty (30)
         days immediately preceding the determination date.

                  "Stratford" means, individually and collectively, Stratford
         Capital Partners, L.P. and Stratford Equity Partners, L.P.

                  "Stratford Agreements" means the Securities Purchase
         Agreement, dated on or about the Closing Date, between Parent and
         Stratford, pertaining to the Stratford Investment, and all documents,
         instruments, certificates and agreements executed and delivered
         between such parties in connection therewith.

                  "Stratford Investment" means not less than Seven Million Five
         Hundred Thousand Dollars ($7,500,000) in redeemable preferred stock of
         Parent purchased, at par, by Stratford on the Closing Date pursuant to
         the Stratford Agreements.

                  "Stratford Subordination Agreement" means the Stratford
         Subordination Agreement, dated as of the Closing Date, among Agent,
         the Loan Parties and Stratford, as such agreement may thereafter be
         amended, supplemented or otherwise modified from time to time. The
         Stratford Subordination Agreement shall be substantially in the form
         of EXHIBIT F annexed hereto.

                  "Subordinated Indebtedness" means (i) the ACS Investment, to
         the extent that payment thereof is the subject of a then effective ACS
         Subordination Agreement; (ii) the Seller Debts, to the extent that the
         payment thereof is the subject of a then effective Seller
         Subordination Agreement; and (iii) other unsecured Indebtedness of
         Borrower or any of its Subsidiaries at any time outstanding which is
         subordinated, in a form, substance and manner satisfactory to Agent
         and the Requisite Lenders, in right of payment and claim, to the
         Obligations and the Collateral, and which is otherwise acceptable, in
         terms of amount, amortization and interest rate, to the Agent and the
         Requisite Lenders.

                  "Subsidiary" means, with respect to any Person, any
         corporation, partnership, association or other business entity of
         which more than fifty percent (50%) of the total voting power of
         shares of stock (or equivalent ownership or controlling interest)
         entitled (without regard to the occurrence of any contingency) to vote
         in the election of directors, managers or trustees thereof is at the
         time owned or controlled, directly or indirectly, by that Person or
         one or more of the other Subsidiaries of that Person or a combination
         thereof. As used herein, the


                                     -86-
<PAGE>   92


         term "Subsidiary" shall, unless the context requires otherwise, mean
         Subsidiaries of Borrower.

                  "Test Period," for purposes of determining financial covenant
         compliance, means each period of twelve (12) trailing fiscal months of
         Borrower ending with the fiscal month in question; provided, however,
         that, during the Annualization Period, the "Test Period" shall be
         deemed to begin, instead, on April 1, 1999 and end with the fiscal
         month in question, and the relevant accounting items shall be
         Annualized.

                  "Title Company" means, collectively, Lawyer's Title Insurance
         Corporation, and one or more other title insurance companies
         reasonably satisfactory to Agent.

                  "TLI" has the meaning given to such term in the initial
         recitals to this Agreement.

                  "Total Debt Coverage" has the meaning ascribed to such term
         in Section 4.2(D).

                  "Total Debt" shall mean Funded Debt outstanding at the end of
         each fiscal month, determined on a Consolidated basis for Borrower and
         its Consolidated Subsidiaries, in accordance with GAAP. Without
         limitation, all Loans outstanding on the date of determination shall
         be included within the foregoing definition; and "Funded Debt
         outstanding" in respect of Loans shall mean the higher of (i) total
         Loans outstanding on the determination date, or (ii) the average daily
         amount of Loans outstanding over the thirty (30) consecutive days
         immediately preceding the date of determination.

                  "Tower" has the meaning ascribed to such term in the preamble
         to this Agreement.

                  "TWR" has the meaning ascribed to such term in the preamble
         to this Agreement.

                  "Y2K Compliant" has the meaning given to such term in Section
         2.5(A).

                  10.2 Other Definitional Provisions. References to "Sections",
"subsections", "Exhibits" and "Schedules" shall be to Sections, subsections,
Exhibits and Schedules, respectively, of this Agreement unless otherwise
specifically provided. Any of the terms defined in subsection 10.1 may, unless
the context otherwise requires, be used in the singular or the plural depending
on the reference. In this Agreement, "hereof," "herein," "hereto," "hereunder"
and the like mean and refer to this Agreement as a whole and not merely to the
specific section, paragraph or clause in which the respective word appears;
words importing any gender include the other gender; references to "writing"
include printing, typing, lithography and other means of reproducing words in a
tangible visible form; the words "including," "includes" and "include"


                                     -87-
<PAGE>   93


                  shall be deemed to be followed by the words "without
                  limitation"; references to agreements and other contractual
                  instruments shall be deemed to include subsequent amendments,
                  assignments, and other modifications thereto, but only to the
                  extent such amendments, assignments and other modifications
                  are not prohibited by the terms of this Agreement or any
                  other Loan Document; references to Persons include their
                  respective permitted successors and assigns or, in the case
                  of governmental Persons, Persons succeeding to the relevant
                  functions of such Persons; and all references to statutes and
                  related regulations shall include any amendments of same and
                  any successor statutes and regulations.


                                     -88-
<PAGE>   94


                  IN WITNESS WHEREOF, the undersigned have caused their duly
authorized officers to execute this Agreement under seal as of the date first
above written.

<TABLE>

<S>     <C>                         <C> <C>
                                    "BORROWER"

                                    CLEAR COMMUNICATIONS GROUP, INC. (SEAL)

Attest: /s/ William J. Loughman     By: /s/ Stephen F. Johnston, Sr.
        -----------------------         ----------------------------
        William J. Loughman,            Stephen F. Johnston, Sr.,
        Secretary                       Chief Executive Officer

                                    "AFFILIATE GUARANTORS"

                                    CLEAR HOLDINGS, INC. (SEAL)

Attest: /s/ William J. Loughman     By: /s/ Stephen F. Johnston, Sr.
        -----------------------         ----------------------------
        William J. Loughman,            Stephen F. Johnston, Sr.,
        Secretary                       Chief Executive Officer
</TABLE>


                                     -89-
<PAGE>   95


<TABLE>

<S>     <C>                         <C> <C>
                                    TWR TELECOM, INC. (SEAL)


Attest: /s/ William J. Loughman     By: /s/ Stephen F. Johnston, Sr.
        -----------------------         ----------------------------
        William J. Loughman,            Stephen F. Johnston, Sr.,
        Secretary                       Chief Executive Officer


                                    TWR LIGHTING, INC. (SEAL)


Attest: /s/ William J. Loughman     By: /s/ Stephen F. Johnston, Sr.
        -----------------------         ----------------------------
        William J. Loughman,            Stephen F. Johnston, Sr.,
        Secretary                       Chief Executive Officer


                                    ROOKER TOWER COMPANY (SEAL)

Attest: /s/ William J. Loughman     By: /s/ Stephen F. Johnston, Sr.
        -----------------------         ----------------------------
        William J. Loughman,            Stephen F. Johnston, Sr.,
        Secretary                       Chief Executive Officer


                                    CLEAR PROGRAM MANAGEMENT, INC. (SEAL)


Attest: /s/ William J. Loughman     By: /s/ Stephen F. Johnston, Sr.
        -----------------------         ----------------------------
        William J. Loughman,            Stephen F. Johnston, Sr.,
        Secretary                       Chief Executive Officer


                                    SPECIALTY DRILLING, INC. (SEAL)


Attest: /s/ William J. Loughman     By: /s/ Stephen F. Johnston, Sr.
        -----------------------         ----------------------------
        William J. Loughman,            Stephen F. Johnston, Sr.,
        Secretary                       Chief Executive Officer


                                    CELLULAR TECHNOLOGY
                                    INTERNATIONAL, INC. (SEAL)


Attest: /s/ William J. Loughman     By: /s/ Stephen F. Johnston, Sr.
        -----------------------         ----------------------------
        William J. Loughman,            Stephen F. Johnston, Sr.,
        Secretary                       Chief Executive Officer
</TABLE>


                                     -90-
<PAGE>   96


<TABLE>

<S>     <C>                         <C> <C>
                                    COMMUNICATIONS DEVELOPMENT
                                    SYSTEMS, INC. (SEAL)

Attest: /s/ William J. Loughman     By: /s/ Stephen F. Johnston, Sr.
        -----------------------         ----------------------------
        William J. Loughman,            Stephen F. Johnston, Sr.,
        Secretary                       Chief Executive Officer


                                         CLEAR TOWER CORPORATION


Attest: /s/ William J. Loughman     By: /s/ Stephen F. Johnston, Sr.
        -----------------------         ----------------------------
        William J. Loughman,            Stephen F. Johnston, Sr.,
        Secretary                       Chief Executive Officer


                                    ISDC, INC         (SEAL)


Attest: /s/ William J. Loughman     By: /s/ Stephen F. Johnston, Sr.
        -----------------------         ----------------------------
        William J. Loughman,            Stephen F. Johnston, Sr.,
        Secretary                       Chief Executive Officer
</TABLE>


                                     -91-
<PAGE>   97


<TABLE>

<S>                          <C>                <C>
Total Commitments $15,000,000                   "LENDERS"
Revolving Loan Commitment:   $6,900,000
Term Loan Commitment:        $6,300,000         WACHOVIA BANK, N.A., as
Acquisition Loan Commitment: $1,800,000         Agent and Lender


                                                By: /s/ Laura Galliano
                                                    -------------------
                                                    Laurie Galliano,
                                                    Vice President


                                                Address for Notices:

                                                Specialized Finance Division
                                                191 Peachtree Street
                                                30th Floor
                                                Atlanta, GA  30303
                                                Attn:  Laurie Galliano,
                                                       Vice President
</TABLE>


                                     -92-
<PAGE>   98


<TABLE>

<S>                          <C>                <C>
Total Commitments $10,000,000
Revolving Loan Commitment:   $4,600,000
Term Loan Commitment:        $4,200,000         FIRST UNION NATIONAL BANK
Acquisition Loan Commitment: $1,200,000

                                                By: /s/ Irene Barton
                                                    -----------------
                                                    Irene Barton
                                                    Vice President


                                                Address for Notices:

                                                999 Peachtree Street
                                                6th Floor GA 9071
                                                Atlanta, GA  30309
                                                Attn:  Irene Barton, V.P.
                                                Telecopy (404) 225-4066
</TABLE>




                                     -93-
<PAGE>   99


                         LIST OF EXHIBITS AND SCHEDULES

<TABLE>
<CAPTION>

Exhibits
--------

<S>                             <C>       <C>
Exhibit A                       -         Notice of Borrowing
Exhibit B                       -         Joinder Agreement
Exhibit C                       -         Compliance Certificate
Exhibit D                       -         ACS Subordination Agreement
Exhibit E                       -         Affiliate Subordination Agreement
Exhibit F                       -         Stratford Subordination Agreement
Exhibit G                       -         Acquisition Report
Exhibit H                       -         Acquisition Compliance Certificate
Exhibit I                       -         Landlord's Agreement
Exhibit J                       -         Lender Addition Agreement
Exhibit K                       -         Pledge Agreement
Exhibit L                       -         Security Agreement
Exhibit M                       -         Seller Subordination Agreement
Exhibit N                       -         Environmental Indemnity Agreement
Exhibit O                       -         Notes


Schedules
---------

Schedule 3.1                    -         Indebtedness
Schedule 3.2                    -         Liens
Schedule 3.3                    -         Investments
Schedule 3.4                    -         Contingent Obligations
Schedule 3.8                    -         Transactions with Affiliates
Schedule 5.4(A)                 -         Jurisdictions of Organization
Schedule 5.4(B)                 -         Capitalization
Schedule 5.4(D)                 -         Foreign Qualifications
Schedule 5.6                    -         Intellectual Property
Schedule 5.7                    -         Investigations and Audits
Schedule 5.8                    -         Employee Matters
Schedule 5.13                   -         Environmental Matters
Schedule 7.1                    -         Closing Date Mortgaged Properties
Schedule 10.1                   -         Existing Sellers and Seller Debts
</TABLE>