<PAGE>   1
                                                                    Exhibit 4(a)

                               CREDIT AGREEMENT

                                    among

                           FRUIT OF THE LOOM, INC.

                                 as Borrower,

                                     AND

               CERTAIN SUBSIDIARIES OF FRUIT OF THE LOOM, INC.

                                as Guarantors,

                                     AND

                        THE LENDERS IDENTIFIED HEREIN,

                                     AND

                              NATIONSBANK, N.A.

                           as Administrative Agent

                            BANKERS TRUST COMPANY

                             as Syndication Agent

                           THE CHASE MANHATTAN BANK

                                     AND

                           THE BANK OF NOVA SCOTIA

                          as Co-Documentation Agents

                                     and

                             THE BANK OF NEW YORK

                                 as L/C Agent

                        DATED AS OF SEPTEMBER 19, 1997
                                      


<PAGE>   2


                               TABLE OF CONTENTS


<TABLE>
<S>                                                                                              <C>  
SECTION 1 DEFINITIONS AND ACCOUNTING TERMS......................................................  1
      1.1 Definitions...........................................................................  1
      1.2. Computation of Time Periods and Other Definitional Provisions........................ 25
      1.3. Accounting Terms..................................................................... 25

SECTION 2 CREDIT FACILITIES..................................................................... 26
      2.1. Revolving-A Loans.................................................................... 26
      2.2 Letter of Credit Subfacility.......................................................... 26
      2.3 Swing Line Loans Subfacility.......................................................... 32
      2.4 Revolving-B Loans..................................................................... 33
      2.5 Method of Borrowing for Revolving Loans............................................... 34
      2.6 Funding of Revolving Loans............................................................ 34
      2.7 Reductions of Revolving Committed Amounts............................................. 35
      2.8 Term Loans............................................................................ 35
      2.9 Continuations and Conversions......................................................... 37
      2.10 Minimum Amounts of Loans............................................................. 38
      2.11 Notes................................................................................ 38
      2.12 Currency Equivalents................................................................. 39

SECTION 3 GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF
                   CREDIT....................................................................... 39

      3.1. Interest............................................................................. 39
      3.2 Place and Manner of Payments.......................................................... 39
      3.3 Prepayments........................................................................... 40
      3.4 Fees.................................................................................. 41
      3.5 Payment in full at Maturity........................................................... 42
      3.6 Computations of Interest and Fees..................................................... 42
      3.7 Pro Rata Treatment.................................................................... 43
      3.8 Sharing of Payments................................................................... 44
      3.9 Capital Adequacy...................................................................... 45
      3.10 Inability To Determine Eurocurrency Rate or Make Loans in Foreign.................... 45
      Currency.................................................................................. 45
      3.11 Illegality........................................................................... 46
      3.12 Requirements of Law.................................................................. 46
      3.13 Taxes................................................................................ 47
      3.14 Compensation......................................................................... 50
      3.15 Substitution of Lender; Relocation................................................... 50
      3.16 All Borrowers Treated Equally........................................................ 51
SECTION 4 GUARANTY.............................................................................. 51
      4.1 Guaranty of Payment................................................................... 51
      4.2 Obligations Unconditional............................................................. 51
</TABLE>


                                     -i-
<PAGE>   3

<TABLE>
<S>                                                                                            <C>  
      4.3 Modifications........................................................................ 52
      4.4 Waiver of Rights..................................................................... 53
      4.5 Reinstatement........................................................................ 53
      4.6 Remedies............................................................................. 53
      4.7 Limitation of Guaranty............................................................... 54
      4.8 Rights of Contribution............................................................... 54

SECTION 5 CONDITIONS PRECEDENT................................................................. 54
      5.1 Closing Conditions................................................................... 54
      5.2 Conditions to All Extensions of Credit............................................... 56

SECTION 6 REPRESENTATIONS AND WARRANTIES....................................................... 57
      6.1 Financial Condition.................................................................. 57
      6.2 No Material Change................................................................... 58
      6.3 Organization and Good Standing....................................................... 58
      6.4 Due Authorization.................................................................... 58
      6.5 No Conflicts......................................................................... 58
      6.6 Consents............................................................................. 58
      6.7 Enforceable Obligations.............................................................. 59
      6.8 No Default........................................................................... 59
      6.9 Ownership............................................................................ 59
      6.10 Indebtedness........................................................................ 59
      6.11 Litigation.......................................................................... 59
      6.12 Taxes............................................................................... 59
      6.13 Compliance with Law................................................................. 60
      6.14 ERISA............................................................................... 60
      6.15 Subsidiaries........................................................................ 61
      6.16 Use of Proceeds; Margin Stock....................................................... 61
      6.17 Government Regulation............................................................... 62
      6.18 Environmental Matters............................................................... 62
      6.19 Intellectual Property............................................................... 63
      6.20 Solvency............................................................................ 64
      6.21 Investments......................................................................... 64
      6.22 Disclosure.......................................................................... 64
      6.23 Licenses, etc....................................................................... 64
      6.24 No Burdensome Restrictions.......................................................... 64
                                                                                              
SECTION 7 AFFIRMATIVE COVENANTS................................................................ 64
      7.1 Information Covenants................................................................ 65
      7.2 Financial Covenants.................................................................. 68
      7.3 Preservation of Existence and Franchises............................................. 68
      7.4 Books and Records.................................................................... 69
      7.5 Compliance with Law.................................................................. 69
      7.6 Payment of Taxes and Other Indebtedness.............................................. 69
      7.7 Insurance............................................................................ 69
      7.8 Maintenance of Property.............................................................. 69
</TABLE>



                                     -ii-
<PAGE>   4

<TABLE>
<S>                                                                                             <C>  
      7.9 Performance of Obligations........................................................... 70
      7.10 Use of Proceeds..................................................................... 70
      7.11 Audits/Inspections.................................................................. 70
      7.12 Additional Credit Parties........................................................... 70
      7.13 Collateral Effective Date........................................................... 71

SECTION 8 NEGATIVE COVENANTS................................................................... 72
      8.1 Indebtedness......................................................................... 72
      8.2 Liens................................................................................ 73
      8.3 Nature of Business................................................................... 73
      8.4 Consolidation and Merger............................................................. 74
      8.5 Sale or Lease of Assets.............................................................. 74
      8.6 Sale Leasebacks...................................................................... 75
      8.7 Advances, Investments and Loans...................................................... 76
      8.8 Restricted Payments.................................................................. 76
      8.9 Transactions with Affiliates......................................................... 76
      8.10 Fiscal Year; Organizational Documents............................................... 76
      8.11 No Limitations...................................................................... 77
      8.12 No Other Negative Pledges........................................................... 77
      8.13 Receivables Securitization.......................................................... 77
      8.14 Limitation on Non Credit Party Operations........................................... 77

SECTION 9 EVENTS OF DEFAULT.................................................................... 78
      9.1 Events of Default.................................................................... 78
      9.2 Acceleration; Remedies............................................................... 80
      9.3 Allocation of Payments After Event of Default........................................ 81

SECTION 10 AGENCY PROVISIONS................................................................... 83
      10.1 Appointment......................................................................... 83
      10.2 Delegation of Duties................................................................ 83
      10.3 Exculpatory Provisions.............................................................. 83
      10.4 Reliance on Communications.......................................................... 84
      10.5 Notice of Default................................................................... 84
      10.6 Non-Reliance on Agents and Other Lenders............................................ 84
      10.7 Indemnification..................................................................... 85
      10.8 Agents in Their Individual Capacity................................................. 85
      10.9 Successor Agent..................................................................... 86

SECTION 11 MISCELLANEOUS....................................................................... 86
      11.1 Notices............................................................................. 86
      11.2 Right of Set-Off.................................................................... 86
      11.3 Benefit of Agreement................................................................ 87
      11.4 No Waiver; Remedies Cumulative...................................................... 89
      11.5 Payment of Expenses; Indemnification................................................ 89
      11.6 Amendments, Waivers and Consents.................................................... 90
      11.7 Counterparts........................................................................ 91
</TABLE>


                                     -iii-
<PAGE>   5


<TABLE>
<S>                                                                                            <C>  
      11.8 Headings............................................................................ 91
      11.9 Defaulting Lender................................................................... 91
      11.10 Survival of Indemnification and Representations and Warranties..................... 92
      11.11 Governing Law; Jurisdiction........................................................ 92
      11.12 Waiver of Jury Trial............................................................... 93
      11.13 Time. ............................................................................. 93
      11.14 Severability....................................................................... 93
      11.15 Further Assurances................................................................. 93
      11.16 Confidentiality.................................................................... 93
      11.17 Entirety........................................................................... 94
      11.18 Binding Effect..................................................................... 94
      11.19 Survival of Rights; Remedies....................................................... 94
      11.20 Collateral Termination Date........................................................ 94
</TABLE>














                                     -iv-
<PAGE>   6

<TABLE>
   <S>              <C>
   SCHEDULES

   Schedule 1.1(a)  Commitment Percentages
   Schedule 1.2     Receivables Documents
   Schedule 2.2     Existing Letters of Credit
   Schedule 3.1     MLA Cost
   Schedule 6.10    Indebtedness
   Schedule 6.15    Subsidiaries
   Schedule 6.21    Investments
   Schedule 7.13    Representation Regarding Collateral Documents
   Schedule 8.2     Liens
   Schedule 8.6     Existing Sale Leaseback Transactions
   Schedule 8.9     Existing Transactions with Affiliates
   Schedule 8.11    Existing Accounts Receivable Securitization Transactions
   Schedule 11.1    Notices


   EXHIBITS

   Exhibit 2.3(b)   Form of Swing Line Loan Request
   Exhibit 2.5      Form of Notice of Borrowing
   Exhibit 2.9      Form of Notice of Continuation/Conversion
   Exhibit 2.11(a)  Form of Revolving-A Promissory Note
   Exhibit 2.11(b)  Form of Revolving-B Promissory Note
   Exhibit 2.11(c)  Form of Swing Line Loan Note
   Exhibit 2.11(d)  Form of Term Loan Note
   Exhibit 7.1(c)   Form of Officer's Certificate
   Exhibit 7.12     Form of Joinder Agreement
   Exhibit 11.3     Form of Assignment Agreement
</TABLE>











                                     -v-
<PAGE>   7


                               CREDIT AGREEMENT


     THIS CREDIT AGREEMENT (this "Credit Agreement"), is entered into as of
September 19, 1997 among FRUIT OF THE LOOM, INC., a Delaware corporation
("Borrower"), each of the Borrower's Material Domestic Subsidiaries
(individually a "Guarantor" and collectively the "Guarantors"), the Lenders (as
defined herein), and NATIONSBANK, N.A., as Administrative Agent for the
Lenders, Bankers Trust Company, as Syndication Agent, The Chase Manhattan Bank
and The Bank of Nova Scotia, as Co-Documentation Agents and The Bank of New
York, as L/C Agent.

                                    RECITALS

     WHEREAS, the Borrower and the Guarantors have requested the Lenders to
provide a senior credit facility in the amount of $900 million; and

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

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


                                   SECTION 1
                        DEFINITIONS AND ACCOUNTING TERMS

     1.1 DEFINITIONS.

     As used herein, the following terms shall have the meanings herein
specified unless the context otherwise requires.  Defined terms herein shall
include in the singular number the plural and in the plural the singular:

           "Additional Credit Party" means each Person that becomes a Guarantor
     after the Closing Date, as provided in Section 7.12.

           "Adjusted Base Rate" means the Base Rate plus the Applicable
     Percentage.

           "Adjusted Eurocurrency Rate" means the Eurocurrency Rate plus the
     Applicable Percentage.

           "Administrative Agent" means NationsBank, N.A. (or any successor
     thereto) or any successor administrative agent appointed pursuant to
     Section 10.9.



<PAGE>   8

           "Affiliate" means, with respect to any Person, any other Person
      directly or indirectly controlling (including without limitation all
      directors and officers of any other Person directly or indirectly
      controlling such Person), controlled by or under direct or indirect
      common control with such Person.  A Person shall be deemed to control a
      corporation if such Person possesses, directly or indirectly, the power
      (i) to vote 10% or more of the securities having ordinary voting power
      for the election of directors of  such corporation or (ii) to direct or
      cause direction of the management and policies of such corporation,
      whether through the ownership of voting securities, by contract or
      otherwise.

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

           "Agents" mean the Administrative Agent, the Collateral Agent and any
      successors and assigns in either such capacity.

           "Applicable Percentage" means the appropriate applicable percentages
      corresponding to the lowest Pricing Level available, as determined by
      either the Leverage Ratio or the Unsecured Senior Debt Rating in effect
      as of the most recent Calculation Date, as shown below:













                                      2



<PAGE>   9

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                          Applicable                                               Applicable
                                          Percentage      Applicable                  Applicable   Percentage     Applicable     
                                              for        Percentage for  Applicable   Percentage       for        Percentage     
                     Unsecured            Revolving-A     Revolving-B    Percentage   for Letter    Revolving-       for         
Pricing  Leverage      Senior             Eurocurrency    Eurocurrency    for Term       of         A Facility   Revolving-B     
Level    Ratio       Debt Rating             Loans            Loans        Loans      Credit Fees      Fees      Facility Fees   
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>                    <C>             <C>            <C>        <C>            <C>             <C>
I        N/A          >= BBB+ from S&P or    .205%           .24%           .30%       .205%          .095%           .06%         
                      Baa1 from Moody's                                                                                            
-----------------------------------------------------------------------------------------------------------------------------------
II       N/A          >= BBB from S&P or      .25%           .27%           .35%        .25%           .10%           .08%         
                      Baa2 from Moody's                                                                                            
                      but < BBB+ from S&P                                                                                          
                      or Baa1 from                                                                                                 
                      Moody's                                                                                                      
-----------------------------------------------------------------------------------------------------------------------------------
III      >= 2.0 to    >= BBB- from S&P or     .30%           .33%           .45%        .30%           .15%           .12%         
         1.0 but <    Baa3 from Moody's                                                                                            
         2.5 to 1.0   but  BBB from S&P                                                                                            
                      or Baa2 from                                                                                                 
                      Moody's                                                                                                      
-----------------------------------------------------------------------------------------------------------------------------------
IV       >= 2.5 to    >= BB+ from S&P or Ba1  .40%           .45%           .60%        .40%           .20%           .15%         
         1.0 but <    from Moody's but                                                                                             
         3.25 to      BBB- from S&P or                                                                                             
         1.0          Baa3 from Moody's                                                                                            
-----------------------------------------------------------------------------------------------------------------------------------
V        >= 3.25 to   >= BB from S&P or Ba2   .55%           .60%           .80%        .55%           .25%           .20%         
         1.0 but <    from Moody's but                                                                                             
         4.0 to 1.0   BB+ from S&P or Ba1                                                                                          
                      from Moody's                                                                                                 
-----------------------------------------------------------------------------------------------------------------------------------
VI       >=4.0 to     =< BB- from S&P or Ba3  .80%           .85%          1.10%        .80%           .30%           .25%         
         1.0          from Moody's                                                                                    
------------------------------------------------------------------------------------------------------------------------------------


<CAPTION>
-----------------------------------------
                    Applicable                                                                       
                    Percentage                                                                       
                       for                                                                           
Pricing             Base Rate                                                                        
Level                 Loans                                                                          
-----------------------------------------                                                            
<S>                    <C>
I                      0%                                                                            
                                                                                                     
-----------------------------------------                                                                                           
II                     0%                                                                            
                                                                                                     
                                                                                                     
                                                                                                     
                                                                                                     
-----------------------------------------                                                                                           
III                    0%                                                                            
                                                                                                     
                                                                                                     
                                                                                                     
                                                                                                     
-----------------------------------------                                                                                           
IV                     0%                                                                            
                                                                                                     
                                                                                                     
                                                                                                     
-----------------------------------------                                                                                           
V                      0%                                                                            
                                                                                                     
                                                                                                     
                                                                                                     
-----------------------------------------                                                                                           
VI                     0%                                                                            

-----------------------------------------                                                            
</TABLE>



                                       3
<PAGE>   10

     The Applicable Percentage for Loans, the Letter of Credit Fees and the
Facility Fees shall, in each case, be determined and adjusted on the date (each
a "Calculation Date") five Business Days after (x) the date by which the
Borrower is required to provide the officer's certificate in accordance with the
provisions of Section 7.1(c) or (y) the date there is a change in the Unsecured
Senior Debt Rating; provided that the initial Applicable Percentage for Loans,
the Letter of Credit Fees and the Facility Fees shall be based on Pricing Level
III (as shown above) and shall remain at Pricing Level III until the Unsecured
Senior Debt Rating has been (i) changed by S&P and/or Moody's or (ii) reaffirmed
by S&P and, thereafter, the Pricing Level shall be determined by the then
current Leverage Ratio or Unsecured Senior Debt Rating, as applicable; and
provided further that if the Borrower fails to timely provide the officer's
certificate required by Section 7.1(c), the Applicable Percentage for Loans, the
Letter of Credit Fees and the Facility Fees shall be based on the then current
Unsecured Senior Debt Rating until such time that an appropriate officer's
certificate is provided whereupon the Pricing Level shall be determined by the
then current Leverage Ratio or Unsecured Senior Debt Rating, as applicable. 
Each determination of the Applicable Percentage shall be effective from one
Calculation Date until the next Calculation Date.  Any adjustment in the
Applicable Percentage shall be applicable to all existing Loans and Letters of
Credit as well as any new Loans made or Letters of Credit issued.

     In the event the two Unsecured Senior Debt Ratings would provide for two
different Pricing Levels, the Pricing Level determined by reference to the
Unsecured Senior Debt Rating shall be the Pricing Level that is one level lower
(i.e. lower pricing) than the highest (i.e. most expensive) Pricing Level
indicated by the two Unsecured Senior Debt Ratings.

     The Borrower shall promptly deliver to the Administrative Agent, at the
address set forth on Schedule 11.1 and at the Agency Services Address,
information regarding any change in the Unsecured Senior Debt Rating, as
determined by S&P and Moody's, that would change the existing Pricing Level
pursuant to the preceding paragraph.

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

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


                                      4

                                       

<PAGE>   11


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

     "Borrower" means Fruit of the Loom, Inc., a Delaware corporation,
together with any successors and permitted assigns.

     "Business Day" means any day other than a Saturday, a Sunday, a legal
holiday  or a day on which banking institutions are authorized or required by
law or other governmental action to close in Chicago, Illinois, Charlotte, North
Carolina or New York, New York; provided that in the case of Eurocurrency Loans,
such day is also a day on which dealings between banks are carried on in U.S.
dollar deposits in the London interbank market; provided further that in the
case of Loans made in any Foreign Currency, such day is also a day on which
dealings between banks are carried on in U.S. dollar deposits and in such
Foreign Currency in the London interbank market.

     "Calculation Date" has the meaning set forth in the definition of
Applicable Percentage.

     "Capital Expenditures" means all expenditures of the Credit Parties and
their Subsidiaries which, in accordance with GAAP, would be classified as
capital expenditures, including, without limitation, Capital Leases.

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

     "Cash Equivalents" means (a) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twenty-four months from the date of acquisition, (b) U.S. dollar
denominated time and demand deposits and certificates of deposit of (i) any
Lender, (ii) any domestic commercial bank having capital and surplus in excess
of $500,000,000 or (iii) any bank whose short-term commercial paper rating from
S&P is at least A-2 or the equivalent thereof or from Moody's is at least P-2 or
the equivalent thereof (any such bank being an "Approved Bank"), in each case
with maturities of not more than 270 days from the date of acquisition, or
Investments in overnight Nassau time deposits and Eurocurrency deposits in
branches or offices of an Approved Bank, (c) commercial paper and variable or
fixed rate notes issued by any Approved Bank (or by the parent company thereof)
or any variable rate notes issued by, or guaranteed by, any domestic corporation
rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent
thereof) or better by Moody's and maturing within six months of the date of
acquisition, (d) repurchase agreements with a bank or trust company (including
any of the Lenders) or recognized securities dealer having capital and surplus
in excess of $500,000,000 for direct obligations



                                      5


<PAGE>   12


issued by or fully guaranteed by the United States of America in which the      
Borrower shall have a perfected first priority security interest (subject to no
other Liens) and having, on the date of purchase thereof, a fair market value
of at least 100% of the amount of the repurchase obligations and (e)
Investments, classified in accordance with GAAP as current assets, in money
market investment programs registered under the Investment Company Act of 1940,
as amended, which are administered by reputable financial institutions having
capital of at least $500,000,000 and the portfolios of which are limited to
Investments of the character described in the foregoing subdivisions (a)
through (d).

     "Change of Control" means any of the following events: (a) other than as
a result of the share repurchases permitted pursuant to Sections 7.10(e) and
8.8(iii), any "person" or "group" (within the meaning of Section 13(d) or 14(d)
of the Exchange Act) has become, directly or indirectly, the "beneficial owner"
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
Person shall be deemed to have "beneficial ownership" of all shares that any
such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), by way of merger, consolidation
or otherwise, of 35% or more of the voting power of the Voting Stock of the
Borrower on a fully-diluted basis, after giving effect to the conversion and
exercise of all outstanding warrants, options and other securities of the
Borrower (whether or not such securities are then currently convertible or
exercisable), or (b) during any period of two consecutive calendar years,
individuals who at the beginning of such period constituted the board of
directors of the Borrower cease for any reason to constitute a majority of the
directors of the Borrower then in office unless such new directors were elected
by the directors of the Borrower who constituted the board of directors of the
Borrower at the beginning of such period.

     "Closing Date" means the date hereof.

     "Code" means the Internal Revenue Code of 1986 and the rules and
regulations promulgated thereunder, as amended, modified, succeeded or replaced
from time to time.

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

     "Collateral Agent" means NationsBank, N.A. (or any successor thereto) or
any successor collateral agent appointed pursuant to Section 10.9.

     "Collateral Documents" means the Pledge Agreements, and such other
documents executed and delivered in connection with the attachment and
perfection of the Lenders' security interests in the Collateral, including
without limitation, UCC financing statements; provided that it is understood
that such Collateral Documents will be effective only during a Collateral
Period.



                                      6


<PAGE>   13


     "Collateral Effective Date" means any date that the Unsecured Senior
Debt Rating is BB+ or worse from S&P and Ba1 or worse from Moody's.

     "Collateral Period" means the period in time from a Collateral Effective
Date until a subsequent Collateral Termination Date.

     "Collateral Termination Date" means any date after a Collateral
Effective Date that the Unsecured Senior Debt Rating is better than BB+ from S&P
or Ba1 from Moody's.

     "Commission" means the United States Securities and Exchange Commission.

     "Commitments" means the commitment of each Lender with respect to the
Revolving-A Committed Amount, the Revolving-B Committed Amount and the Term Loan
Committed Amount, and the commitment of NationsBank with respect to the Swing
Line Committed Amount.

     "Consolidated Net Tangible Assets" means the total assets shown on the
balance sheet of the Borrower and its consolidated Subsidiaries, determined on a
consolidated basis in accordance with GAAP as of the end of the most recent
fiscal quarter of the Borrower ending at least 45 days prior to the taking of
any action for the purpose of which the determination is being made, less (i)
all current liabilities and minority interests and (ii) goodwill and other
intangibles.

     "Consolidated Total Assets" means, as of any date of determination, the
total assets shown on the balance sheet of the Borrower and its consolidated
Subsidiaries, as determined on a consolidated basis in accordance with GAAP.

     "Credit Documents" means this Credit Agreement, the Notes, any Joinder
Agreement, the Collateral Documents, the LOC Documents, and all other related
agreements and documents issued or delivered hereunder or thereunder or pursuant
hereto or thereto and pertaining to the Loans.

     "Credit Parties" means the Borrower and the Guarantors and "Credit
Party" means any one of them.

     "Credit Party Obligations" means, without duplication, (a) all of the
obligations of the Credit Parties to the Lenders (including the Issuing Lenders)
and the Agents, whenever arising, under this Credit Agreement, the Notes, the
Collateral Documents or any of the other Credit Documents to which the Borrower
or any other Credit Party is a party and (b) all liabilities and obligations
owing from such Credit Party to any Lender, or any Affiliate of a Lender,
arising under Hedging Agreements or Loans actually made by an Affiliate of a
Lender; including, without limitation (to the extent permitted by applicable
law), any amounts that would have accrued but for the automatic stay under the
Bankruptcy Code.


                                      7


<PAGE>   14

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

     "Defaulting Lender" means, at any time, any Lender that, (a) has failed
to make a Loan or purchase a Participation Interest required pursuant to the
terms of this Credit Agreement (but only for so long as such Loan is not made or
such Participation Interest is not purchased), (b) has failed to pay to the
Agents or any Lender an amount owed by such Lender pursuant to the terms of this
Credit Agreement (but only for so long as such amount has not been repaid) or
(c) has been deemed insolvent or has become subject to a bankruptcy or
insolvency proceeding or to a receiver, trustee or similar official.

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

     "Domestic Subsidiary" means each direct and indirect Subsidiary of the
Borrower that (a) is domiciled, incorporated or organized under the laws of any
State of the United States or the District of Columbia or (b) maintains the
major portion of its assets (determined on a consolidated basis) in the United
States of America.

     "EBIT" means, for any period, with respect to the Credit Parties and
their Subsidiaries on a consolidated basis, the sum of (a) Net Income for such
period (excluding the effect of any extraordinary or other non-recurring gains
(including any gain from the sale of property) or non-cash losses to the extent
that any such gain or loss is required in accordance with GAAP to be disclosed
as a separate line item in the financial statements of the Credit Parties) plus
(b) an amount which, in the determination of Net Income for such period, has
been deducted for (i) Interest Expense for such period, (ii) total Federal,
state, foreign or other income taxes for such period, all as determined in
accordance with GAAP, (iii) charges for such period associated with the lawsuit
brought by L.M.P. Corporation against Universal Manufacturing Corporation and
Northwest Industries, Inc., but only to the extent such charges, together with
related charges from prior periods, do not exceed $100 million in the aggregate,
(iv) charges for such period associated with satisfying Guaranty Obligations
incurred for the benefit of Acme Boot Company, Inc., but only to the extent such
charges, together with related charges from prior periods (but only to the
extent such related charges were incurred on or subsequent to the Closing Date),
do not exceed $40 million in the aggregate from the Closing Date and (v) charges
for such period associated with additional compensation or earnouts paid in
connection with the 1994 acquisition of Pro Player, Inc., but only to the extent
such charges, together with related charges from prior periods, do not exceed
$47.1 million in the aggregate.

     "EBITDA" means, for any period, with respect to the Credit Parties and
their Subsidiaries on a consolidated basis, the sum of (a) EBIT plus (b) all
depreciation and amortization for such period, all as determined in accordance
with GAAP.

     "Effective Date" means the date on which the conditions set forth in
Section 5.1 shall have been fulfilled (or waived in the sole discretion of the
Lenders) and on which the



                                      8


<PAGE>   15

initial Loans shall have been made and/or the initial Letters of Credit shall   
have been issued, but in no event later than September 30, 1997.

     "Eligible Assignee" means (a) any Lender or Affiliate or subsidiary of a
Lender and (b) any other commercial bank, financial institution, mutual fund,
institutional lender or "accredited investor" (as defined in Regulation D of the
Securities and Exchange Commission).

     "Environmental Claim" means any investigation, written notice,
violation, written demand, written allegation, action, suit, injunction,
judgment, order, consent decree, penalty, fine, lien, proceeding, or written
claim whether administrative, judicial, or private in nature arising (a)
pursuant to, or in connection with, an actual or alleged violation of, any
Environmental Law, (b) in connection with any Hazardous Material, (c) from any
assessment, abatement, removal, remedial, corrective, or other response action
in connection with an Environmental Law or other order of a Governmental
Authority or (d) from any actual or alleged damage, injury, threat, or harm to
health, safety, natural resources, or the environment.

     "Environmental Laws" means any current or future legal requirement of
any Governmental Authority pertaining to (a) the protection of health, safety,
and the indoor or outdoor environment, (b) the conservation, management, or use
of natural resources and wildlife, (c) the protection or use of surface water
and groundwater, (d) the management, manufacture, possession, presence, use,
generation, transportation, treatment, storage, disposal, release, threatened
release, abatement, removal, remediation or handling of, or exposure to, any
hazardous or toxic substance or material or (e) pollution (including any release
to land surface water and groundwater) and includes, without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 USC
9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984, 42 USC
6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water
Act of 1977, 33 USC 1251 et seq., Clean Air Act of 1966, as amended, 42 USC 7401
et seq., Toxic Substances Control Act of 1976, 15 USC 2601 et seq., Hazardous
Materials Transportation Act, 49 USC App. 1801 et seq., Occupational Safety and
Health Act of 1970, as amended, 29 USC 651 et seq., Oil Pollution Act of 1990,
33 USC 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986,
42 USC 11001 et seq., National Environmental Policy Act of 1969, 42 USC 4321 et
seq., Safe Drinking Water Act of 1974, as amended, 42 USC 300(f) et seq., any
analogous implementing or successor law, and any amendment, rule, regulation,
order, or directive issued thereunder.

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




                                      9


<PAGE>   16


     "ERISA Affiliate" means an entity, whether or not incorporated, which is
under common control with any Credit Party or any of its Subsidiaries within the
meaning of Section 4001(a)(14) of ERISA, or is a member of a group which
includes any Credit Party or any of its Subsidiaries and which is treated as a
single employer under Sections 414(b), (c), (m), or (o) of the Code.

     "Eurocurrency Loan" means a Loan bearing interest based at a rate
determined by reference to the Eurocurrency Rate.

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


                             London Interbank Offered Rate
     Eurocurrency Rate =  -----------------------------------
                          1 - Eurocurrency Reserve Percentage


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

     "Event of Default" means any of the events or circumstances described in
Section 9.1.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, as amended, modified,
succeeded or replaced from time to time.

     "Existing Credit Agreement" means that certain Credit Agreement, dated
as of August 16, 1993, among Fruit of the Loom, Inc., as the borrower, Bankers
Trust Company as Administrative Agent and the other lenders party thereto, as it
has been amended or modified from time to time.

     "Existing Letters of Credit" shall mean the Letters of Credit set forth
on Schedule 2.2.



                                      10


<PAGE>   17

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

     "Facility Fees" means the fees payable to the Lenders pursuant to
Section 3.4(a).

     "Federal Funds Rate" means for any day the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day and (b) if no such rate is so published on such next
preceding Business Day, the Federal Funds Rate for such day shall be the average
rate quoted to the Administrative Agent on such day on such transactions as
determined by the Administrative Agent.

     "Fee Letter" means that certain letter agreement between the Borrower
and the Administrative Agent dated as of July 25, 1997.

     "Financial Officer" means, with respect to any Person, the chief
financial officer, principal accounting officer, a financial vice president,
treasurer or assistant treasurer of such Person.

     "First Tier Foreign Subsidiary" means, at any date of determination,
each Foreign Subsidiary in which any one or more of the Borrower and its
Domestic Subsidiaries owns more than 50%, in the aggregate, of the Voting Stock
of such Foreign Subsidiary.

     "Fixed Charge Coverage Ratio" means the ratio of (a) EBITDA minus
Capital Expenditures to (b) Interest Expense plus Scheduled Funded Debt
Payments.

     "Foreign Currency" means British Pounds Sterling, Swiss Francs, German
Marks, French Francs, Canadian Dollars and Japanese Yen or such other currency
as agreed to between the Borrower and all the Lenders. Each Foreign Currency
must be one (a) that is freely transferable and convertible into Dollars and (b)
in which deposits are generally available to the Lenders in the London interbank
market.

     "Foreign Subsidiaries" means all Subsidiaries of the Borrower that are
not Domestic Subsidiaries.

     "Funded Debt" means, without duplication, the sum of (a) all
Indebtedness of the Credit Parties and their Subsidiaries for borrowed money
(other than any Indebtedness incurred in connection with Permitted Accounts
Receivable Securitizations), (b) all purchase money Indebtedness of the Credit
Parties and their Subsidiaries (other than any



                                      11



<PAGE>   18


Indebtedness incurred in connection with existing synthetic leases, tax 
retention operating leases, off-balance sheet loans or similar off-balance sheet
financing products to the extent such Indebtedness appears on Schedule 6.10 and
refinancings thereof permitted pursuant to Section 8.1(c)), (c) the principal
portion of all obligations of the Borrower and its Subsidiaries under Capital
Leases, (d) all obligations of the Credit Parties and their Subsidiaries
relative to (i) the amount drawn and unreimbursed on all letters of credit and
banker's acceptances issued for the account of any such Person and (ii) the face
amount of all undrawn letters of credit and banker's acceptances issued other
than in the ordinary course of business (it being understood that, to the extent
an undrawn letter of credit supports another obligation consisting of
Indebtedness, in calculating aggregated Indebtedness only such other obligation
shall be included), (e) all Guaranty Obligations of the Credit Parties and their
Subsidiaries with respect to Funded Debt of another Person, (f) all Funded Debt
of another entity secured by a Lien on any property of the Credit Parties and
their Subsidiaries whether or not such Funded Debt has been assumed by a Credit
Party or any of its Subsidiaries, and (g) all Funded Debt of any partnership or
unincorporated joint venture to the extent a Credit Party or one of its
Subsidiaries is legally obligated or has a reasonable expectation of being
liable with respect thereto, net of any assets of such partnership or joint
venture and in an amount equal to the product of (i) the percentage ownership of
such Credit Party or Subsidiary in such partnership or unincorporated joint
venture multiplied by (ii) the Funded Debt of such partnership or unincorporated
joint venture as of the date in question.

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

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

     "Guarantor" means each of the Material Domestic Subsidiaries of the
Borrower (other than a Receivables Subsidiary) and each Additional Credit Party
which has executed a Joinder Agreement, together with their successors and
assigns.

     "Guaranty Obligations" means, with respect to any Person, without
duplication, any obligations (other than endorsements in the ordinary course of
business of negotiable instruments for deposit or collection) guaranteeing any
Indebtedness of any other Person in any manner, whether direct or indirect, and
including without limitation any obligation, whether or not contingent, (a) to
purchase any such Indebtedness or other obligation or any property constituting
security therefor, (b) to advance or provide funds or other support for the
payment or purchase of such indebtedness or obligation or to maintain working
capital, solvency or other balance sheet condition of such other Person
(including, without limitation, maintenance agreements, comfort letters, take or
pay arrangements, put agreements or similar agreements or arrangements) for the
benefit of the holder of Indebtedness of such other Person, (c) to lease or
purchase property, securities or services primarily for the purpose of assuring
the owner of such Indebtedness or (d) to otherwise



                                      12


<PAGE>   19


assure or hold harmless the owner of such Indebtedness or obligation against    
loss in respect thereof.  The amount of any Guaranty Obligation hereunder shall
(subject to any limitations set forth therein) be deemed to be an amount equal
to the lesser at such time of (x) the outstanding principal amount (or maximum
principal amount, if larger) of the Indebtedness in respect of which such
Guaranty Obligation is made or (y) the maximum amount for which such Person may
be liable pursuant to the terms of the instrument embodying such Guaranty
Obligations.

     "Hazardous Materials" means any substance, material or waste defined or
regulated in or under any Environmental Laws.

     "Hedging Agreements" means, collectively, interest rate protection
agreements, foreign currency exchange agreements, commodity purchase or option
agreements or other interest or exchange rate or commodity price hedging
agreements, in each case, entered into or purchased by a Credit Party.

     "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, or upon
which interest payments are customarily made, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property
purchased by such Person to the extent of the value of such property (other than
customary reservations or retentions of title under agreements with suppliers
entered into in the ordinary course of business), (d) all obligations, other
than intercompany items, of such Person issued or assumed as the deferred
purchase price of property or services purchased by such Person which would, in
accordance with GAAP, appear as liabilities on a balance sheet of such Person,
(e) all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on, or payable out of the proceeds of production from, property owned
or acquired by such Person, whether or not the obligations secured thereby have
been assumed, (f) all Guaranty Obligations of such Person, (g) the principal
portion of all obligations of such Person under (i) Capital Leases and (ii) any
synthetic lease, tax retention operating lease, off-balance sheet loan or
similar off-balance sheet financing product of such Person where such
transaction is considered borrowed money indebtedness for tax purposes but is
classified as an operating lease in accordance with GAAP, (h) all net
obligations of such Person in respect of Hedging Agreements, (i) the maximum
amount of all performance and standby letters of credit issued or bankers'
acceptances facilities created for the account of such Person and, without
duplication, all drafts drawn thereunder (to the extent unreimbursed), (j) all
preferred stock issued by such Person and required by the terms thereof to be
redeemed, or for which mandatory sinking fund payments are due prior to the Term
Loan Maturity Date and (k) the aggregate amount of uncollected accounts
receivable of such Person subject at such time to a sale of receivables (or
similar transaction) regardless of whether such transaction is effected without
recourse to such Person or in a manner that would not be reflected on the
balance sheet of such Person in accordance with GAAP.  The Indebtedness of any
Person shall include the Indebtedness of any partnership



                                      13



<PAGE>   20


or unincorporated joint venture in which such Person is legally obligated to    
the extent of the product of (x) the percentage equity interest of such Person
in such partnership or unincorporated joint venture multiplied by (y) the
Indebtedness of such partnership or unincorporated joint venture as of the date
in question.

     "Industrial Development Bonds" means those bonds (and any replacements
thereof) issued from time to time by one or more Governmental Authorities which
are purchased by the Borrower or any of its Subsidiaries in respect of Permitted
IDB Indebtedness.

     "Interest Coverage Ratio" means, for the applicable period, the ratio of
(a) EBIT to (b) Interest Expense.

     "Interest Expense" means, for any period, with respect to the Credit
Parties and their Subsidiaries on a consolidated basis, all net interest
expense, including the interest component under Capital Leases, as determined in
accordance with GAAP.

     "Interest Payment Date" means (a) as to Base Rate Loans and Loans that,
subsequent to the immediately preceding Interest Payment Date, bore interest for
one or more days at a rate determined by reference to the Base Rate, the first
Business Day of each calendar quarter and the Revolving-A Loan Maturity Date,
the Revolving-B Loan Maturity Date or the Term Loan Maturity Date, as
applicable, and (b) as to Eurocurrency Loans, the last day of each applicable
Interest Period or, if earlier, the date such Loan or a portion of such Loan is
prepaid, the Revolving-A Loan Maturity Date, the Revolving-B Loan Maturity Date
or the Term Loan Maturity Date, as applicable, and in addition where the
applicable Interest Period for a Eurocurrency Loan is greater than three months,
then also the date three months from the beginning of the Interest Period and
each three months thereafter.

     "Interest Period" means, as to Eurocurrency Loans, a period of one, two,
three or six months' duration, as the Borrower may elect, commencing, in each
case, on the date of the borrowing (including continuations and conversions
thereof); provided, however, (a) if any Interest Period would end on a day which
is not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day (except that where the next succeeding Business Day
falls in the next succeeding calendar month, then on the next preceding Business
Day), (b) no Interest Period shall extend beyond the Revolving-A Loan Maturity
Date, the Revolving-B Loan Maturity Date or the Term Loan Maturity Date, as
applicable, (c) with regard to the Term Loans, no Interest Period shall extend
beyond any Principal Amortization Payment Date unless the portion of Term Loans
comprised of Base Rate Loans together with the portion of Term Loans comprised
of Eurocurrency Loans with Interest Periods expiring prior to the date such
Principal Amortization Payment is due, is at least equal to the amount of such
Principal Amortization Payment due on such date and (d) where an Interest Period
begins on a day for which there is no numerically corresponding day in the
calendar month in which the Interest Period is to end, such Interest Period
shall end on the last Business Day of such calendar month.




                                      14


<PAGE>   21

     "Investment" in any Person means (a) the acquisition (whether for cash,
property, services, assumption of Indebtedness, securities or otherwise) of
assets, shares of capital stock, bonds, notes, debentures, partnership, joint
ventures or other ownership interests or other securities of such other Person
or (b) any deposit with, or advance, loan or other extension of credit to, such
Person (other than deposits made in connection with the purchase of equipment or
other assets in the ordinary course of business) or (c) any other capital
contribution to or investment in such Person.

     "Issuing Lender" means any Lender that agrees, at the request of the
Borrower, to issue a Letter of Credit pursuant to Section 2.2.

     "Issuing Lender Fees" has the meaning set forth in Section 3.4(b)(ii).

     "Joinder Agreement" means a Joinder Agreement substantially in the form
of Exhibit 7.12.

     "Lender" means any of the Persons identified as a "Lender" on the
signature pages hereto, and any Person which may become a Lender by way of
assignment in accordance with the terms hereof, together with their successors
and permitted assigns.

     "Letter of Credit" means a Letter of Credit issued for the account of a
Credit Party by an Issuing Lender pursuant to Section 2.2, as such Letter of
Credit may be amended, modified, extended or replaced.

     "Letter of Credit Fees" has the meaning assigned to such term in Section
3.4(b)(i).

     "Leverage Ratio" means, as of the end of each fiscal quarter, the ratio
of (a) total Funded Debt on such date to (b) EBITDA for the twelve month period
ending on such date.

     "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, security interest, encumbrance, lien (statutory or otherwise),
preference, priority or charge of any kind, including, without limitation, any
agreement to give any of the foregoing, any conditional sale or other title
retention agreement, and any lease in the nature thereof.

     "Loan" or "Loans" means the Revolving Loans, the Term Loans and the
Swing Line Loans, individually or collectively, as appropriate.

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



                                      15


<PAGE>   22


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

     "LOC Participants" means the Lenders.

     "London Interbank Offered Rate" means, with respect to any Eurocurrency
Loan for the Interest Period applicable thereto, the rate of interest per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Telerate Page 3750 (or any successor page) as the London interbank offered rate
for deposits in Dollars (or the applicable Foreign Currency) at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period; provided,
however, if more than one rate is specified on Telerate Page 3750, the
applicable rate shall be the arithmetic mean of all such rates.  If, for any
reason, such rate is not available, the term "London Interbank Offered Rate"
shall mean, with respect to any Eurocurrency Loan for the Interest Period
applicable thereto, the rate of interest per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as
the London interbank offered rate for deposits in Dollars (or the applicable
Foreign Currency) at approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period for a term comparable to such
Interest Period; provided, however, if more than one rate is specified on
Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of
all such rates.

     "Mandatory Borrowing" has the meaning set forth in Section 2.2(e).

     "Material Adverse Effect" means a material adverse effect on (a) the
operations, financial condition, business or prospects of the Credit Parties and
their Subsidiaries taken as a whole, (b) the ability of the Borrower or the
Credit Parties, taken as a whole, to perform its or their respective obligations
under this Credit Agreement or any of the other Credit Documents, or (c) the
validity or enforceability of this Credit Agreement, any of the other Credit
Documents, or the rights and remedies of the Lenders hereunder or thereunder
taken as a whole.

     "Material Domestic Subsidiary" means any Domestic Subsidiary that is
also a Material Subsidiary.  The Borrower's Material Domestic Subsidiaries
initially shall include, without limitation, Fruit of the Loom, Inc., a New York
corporation.

     "Material First Tier Foreign Subsidiary" mean any First Tier Foreign
Subsidiary that is also a Material Subsidiary.



                                      16


<PAGE>   23

     "Material Subsidiary" means, as of any date of determination, any
Domestic Subsidiary or any First Tier Foreign Subsidiary that, together with its
Subsidiaries on a consolidated basis, (i) during the twelve months preceding
such date of determination accounts for (or to which may be attributed) 5% or
more of the sales, earnings or assets (determined on a consolidated basis) of
the Borrower and its Subsidiaries or (ii) is otherwise necessary for the ongoing
business operations of the Borrower and its Subsidiaries taken as a whole.

     "MLA Cost" means the cost imputed to a Lender of compliance with the
Mandatory Liquid Assets requirements of the Bank of England during the term of
any Loan hereunder, as determined in accordance with Schedule 3.1.

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

     "Multiemployer Plan" means a Plan covered by Title IV of ERISA which is
a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA.

     "Multiple Employer Plan" means a Plan covered by Title IV of ERISA,
other than a Multiemployer Plan, which any Credit Party or any of its
Subsidiaries or any ERISA Affiliate and at least one employer other than a
Credit Party or any of its Subsidiaries or any ERISA Affiliate are contributing
sponsors.

     "NationsBank" means NationsBank, N.A. (or any successor thereto).

     "Net Income" means, for any period, the net income after taxes for such
period of the Credit Parties and their Subsidiaries on a consolidated basis, as
determined in accordance with GAAP.

     "Non-Excluded Taxes" has the meaning set forth in Section 3.13(a).

     "Note" or "Notes" means the Revolving Loan Notes, the Term Loan Notes
and the Swing Line Loan Note, individually or collectively, as appropriate.

     "Notice of Borrowing" means a request by the Borrower for a Revolving
Loan, in the form of Exhibit 2.5.

     "Notice of Continuation/Conversion" means a request by the Borrower to
continue an existing Eurocurrency Loan to a new Interest Period or to convert a
Eurocurrency Loan to a Base Rate Loan (other than a Swing Line Loan) or a Base
Rate Loan (other than a Swing Line Loan) to a Eurocurrency Loan, in the form of
Exhibit 2.9.


                                      17


<PAGE>   24


     "Participation Interest" means the Extension of Credit by a Lender by
way of a purchase of a participation in Letters of Credit or LOC Obligations as
provided in Section 2.2 or in any Loans as provided in Section 2.3 or 3.8.

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

     "Permitted Accounts Receivable Securitization" means a domestic or
foreign program of sales or transfers of Receivables Facility Assets by certain
Subsidiaries of the Borrower to a Receivables Subsidiary and the transfer of
interests in such Receivables Facility Assets by a Receivables Subsidiary,
provided that such program is (a) on the terms and conditions consistent with
the documentation identified on Schedule 1.2, or otherwise on terms and
conditions no more adverse to the Lenders, or (b) consented to in writing by the
Required Lenders.

     "Permitted Acquisition" means the acquisition of (a) all of the capital
stock of another Person or (b) all or substantially all of the assets of another
Person, in each case if such Person is in a similar line of business as
currently engaged in by the Credit Parties; provided that before and after
giving effect to any such acquisition (i) the Credit Parties and their
Subsidiaries are in compliance with all the financial covenants set forth in
Section 7.2 and (ii) no Default or Event of Default has occurred and is
continuing.

     "Permitted IDB Indebtedness" means Indebtedness of one or more Domestic
Subsidiaries created, incurred, assumed or outstanding in connection with
Industrial Development Bond financings for the acquisition, construction and
equipping of manufacturing facilities located in the United States and which
manufacturing facilities are owned or to be owned by either (i) any wholly owned
Subsidiary of the Borrower or (ii) one or more Governmental Authorities and, in
each such case, leased to the Domestic Subsidiary that created, incurred or
assumed such Indebtedness; provided, however, that:

     (A)  the principal amount of such Indebtedness does not exceed the
principal amount of the related Industrial Development Bonds; and

     (B)  the Industrial Development Bond or Bonds issued by such Governmental
Authorities from time to time outstanding at any one time in connection with
such financing(s) are purchased and held by a Subsidiary of the Borrower.

     "Permitted Investments" means Investments which are (a) cash or Cash
Equivalents, (b) accounts receivable created, acquired or made in the ordinary
course of business and payable or dischargeable in accordance with customary
trade terms, (c) inventory, raw materials and general intangibles (to the extent
such general intangible is not a Capital Expenditure) acquired in the ordinary
course of business, (d) Investments by one Credit Party in another Credit Party,
(e) Investments by a Credit Party in Foreign Subsidiaries, not to exceed 3% of
Consolidated Net Tangible Assets, in the aggregate, at any one time


                                      18


<PAGE>   25


outstanding, (f) loans to directors, officers or employees in the ordinary      
course of business for (i) reasonable relocation expenses and (ii) other
reasonable business expenses; provided, however, that loans made pursuant to
this clause (ii) shall not exceed, in the aggregate, $500,000 at any one time
outstanding to any one Person; (g) Investments in Capital Expenditures, (h)
Investments in Permitted Acquisitions, (i) Industrial Development Bonds which
constitute Permitted IDB Indebtedness, (j) Investments required to be made
pursuant to the Assumption and Indemnity Agreement dated December 12, 1986 by
and among Farley/Northwest Industries, Inc., NWI Land Management Corp., True
Specialty Corporation and Velsicol Chemical Corporation, (k) purchases of
capital stock of the Borrower to the extent permitted by the provisions of
Sections 7.10 and 8.8 hereof, (l) Investments in Receivables Facility Assets
that are made in connection with Receivables Facility Attributed Indebtedness
permitted under Section 8.1(h), (m) Investments in synthetic leases, tax
retention operating leases, off-balance sheet loans or similar off-balance
sheet financing products to the extent such financing products are permitted
under the terms of this Credit Agreement, (n) Investments identified on
Schedule 6.21 and (o) other Investments not to exceed, in the aggregate,
$40,000,000 at any one time outstanding.

     "Permitted Liens" means (a) Liens securing Credit Party Obligations, (b) 
Liens for taxes not yet due or Liens for taxes being contested in good faith by 
appropriate proceedings for which adequate reserves determined in accordance
with GAAP have been established (and as to which the property subject to any
such Lien is not yet subject to foreclosure, sale, collection, levy or loss on
account thereof), (c) Liens in respect of property imposed by law arising in
the ordinary course of business such as materialmen's, mechanics',
warehousemen's, carrier's, landlords' and other nonconsensual statutory Liens
which are not yet due and payable or which are being contested in good faith by
appropriate proceedings for which adequate reserves determined in accordance
with GAAP have been established (and as to which the property subject to any
such Lien is not yet subject to foreclosure, sale or loss on account thereof),
(d) pledges or deposits made in the ordinary course of business to secure
payment of worker's compensation insurance, unemployment insurance, pensions or
social security programs, (e) Liens arising from good faith deposits in
connection with or to secure performance of tenders, bids, leases, government
contracts, performance and return-of-money bonds and other similar obligations
incurred in the ordinary course of business (other than obligations in respect
of the payment of borrowed money), (f) Liens arising from good faith deposits
in connection with or to secure performance of statutory obligations and surety
and appeal bonds, (g) easements, rights-of-way, restrictions (including zoning
restrictions), matters of plat, minor defects or irregularities in title and
other similar charges or encumbrances not, in any material respect, impairing
the use of the encumbered property for its intended purposes, (h) judgment
Liens that would not constitute an Event of Default, (i) Liens in connection
with Indebtedness permitted by Section 8.1(f), (j) Liens arising by virtue of
any statutory or common law provision relating to banker's liens, rights of
setoff or similar rights as to deposit accounts or other funds maintained with
a creditor depository institution, (k) Liens on Receivables Facility Assets
transferred (i) to a Receivables Subsidiary or (ii) by a Receivables Subsidiary
to the purchaser of such receivables (and the filing of financing statements in
connection therewith), (l) Liens




                                      19



<PAGE>   26


existing on the date hereof and identified on Schedule 8.2 and any renewals and 
extensions thereof or amendments thereto not otherwise prohibited by the
provisions of this definition; provided that no such Lien shall extend to any
property other than the property subject thereto on the Closing Date and any
additions thereto in the ordinary course of business (so long as the amount of
Indebtedness secured thereby is not increased other than as permitted
hereunder) and (m) Liens not described in clauses (a) through (l) above;
provided, however, that the aggregate amount of Indebtedness secured by Liens
permitted under this clause (m), when added (without duplication) to (i) the
aggregate amount of Indebtedness then outstanding and permitted under Section
8.1(l) and (ii) the aggregate amount of sale leaseback transactions then
outstanding and permitted under Section 8.6, shall not exceed 10% of
Consolidated Net Tangible Assets (it being understood that the calculation of
each such aggregate amount will not include Indebtedness outstanding and
permitted under Sections 8.1(a)-(k), including Indebtedness listed on Schedule
6.10 and refinancings thereof permitted pursuant to Section 8.1(c)).

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

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

     "Pledge Agreements" means any Pledge Agreement executed and delivered by a 
Credit Party in favor of the Collateral Agent, for the benefit of the Lenders,
to secure its obligations under the Credit Documents, as amended, modified,
extended, renewed or replaced from time to time; provided that it is understood
that the Pledge Agreements will be effective only during a Collateral Period.

     "Prime Rate" means the per annum rate of interest established from time to 
time by the Administrative Agent at its principal office in Charlotte, North
Carolina (or such other principal office of the Administrative Agent as
communicated in writing to the Borrower and the Lenders) as its Prime Rate. 
Any change in the interest rate resulting from a change in the Prime Rate shall
become effective as of 12:01 a.m. of the Business Day on which each change in
the Prime Rate is announced by the Administrative Agent.  The Prime Rate is a
reference rate used by the Administrative Agent in determining interest rates
on certain loans and is not intended to be the lowest rate of interest charged
on any extension of credit to any debtor.

     "Principal Amortization Payment" means a principal payment on the Term 
Loans as set forth in Section 2.8(c).



                                      20


<PAGE>   27

     "Principal Amortization Payment Date" means the date a Principal
Amortization Payment is due.

     Documents" means all documentation relating to a Permitted Accounts        
Receivable Securitization.

     "Receivables Facility Assets" means all accounts receivable, together with 
other rights applicable thereto, (whether now existing or arising in the
future) of certain Subsidiaries of the Borrower which are transferred to a
Receivables Subsidiary pursuant to a Permitted Accounts Receivable
Securitization.

     "Receivables Facility Attributed Indebtedness" means at any time the       
aggregate net outstanding amount theretofore paid to a Receivables Subsidiary
in respect of the Receivables Facilities Assets sold or transferred by it in
connection with a Permitted Accounts Receivable Securitization (it being
understood that the amount of Receivables Facility Attributed Indebtedness
outstanding at any time is the principal amount of Indebtedness which would be
outstanding at such time under a Permitted Accounts Receivable Securitization
if the same were structured as a secured lending agreement rather than a
purchase agreement and shall not necessarily be calculated by adding all
amounts paid to the Receivables Subsidiary since its creation).

     "Receivables Subsidiary"  means FTL Receivables Company, a special         
purpose, bankruptcy remote Delaware corporation formed for the sole and
exclusive purpose of engaging in activities in connection with the purchase,
sale and financing of accounts receivable in connection with and pursuant to a
Permitted Accounts Receivable Securitization or any other Subsidiary of the
Borrower established for such purpose.

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

     "Reportable Event" means a "reportable event" as defined in Section 4043   
of ERISA with respect to which the notice requirements to the PBGC have not
been waived.

     "Required Lenders" means Lenders whose aggregate Credit Exposure (as       
hereinafter defined) constitutes at least 51% of the Credit Exposure of all
Lenders at such time; provided, however, that if any Lender shall be a
Defaulting Lender at such time then there shall be excluded from the
determination of Required Lenders the aggregate principal amount of Credit
Exposure of such Lender at such time.  For purposes of the preceding sentence,
the term "Credit Exposure" as applied to each Lender shall mean (a) at any time
prior to the termination of the Commitments, the sum of (i) the Revolving Loan
Commitment Percentage of such Lender multiplied by the Revolving-A Committed
Amount plus (ii) the Revolving Loan Commitment Percentage of such Lender
multiplied by the Revolving-B Committed Amount plus (iii) the Term Loan
Commitment Percentage of


                                      21





<PAGE>   28

such Lender multiplied by the aggregate principal amount of Term Loans  
outstanding at such time and (b) at any time after the termination of the
Commitments, the sum of (i) the principal balance of the outstanding Loans of
such Lender plus (ii) such Lender's Participation Interests in (A) the face
amount of the outstanding Letters of Credit and (B) any outstanding Swing Line
Loans.

     "Requirement of Law" means, as to any Person, the articles or certificate  
of incorporation and by-laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation or final, non-appealable
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or to which any of its
material property is subject.

     "Revolving Loan Commitment Percentage" means, for each Lender, the 
percentage identified as its Revolving Loan Commitment Percentage on Schedule
1.1(a), as such percentage may be modified in connection with any assignment
made in accordance with the provisions of Section 11.3.

     "Revolving-A Committed Amount" means SIX HUNDRED MILLION DOLLARS   
($600,000,000) or such lesser amount as the Revolving-A Committed Amount may be
reduced pursuant to Section 2.7.

     "Revolving-B Committed Amount" means TWO HUNDRED MILLION DOLLARS   
($200,000,000) or such lesser amount as the Revolving-B Committed Amount may be
reduced pursuant to Section 2.7.

     "Revolving Loan Notes" means the Revolving-A Notes and/or the Revolving-B  
Notes.

     "Revolving Loans" means the Revolving-A Loans and/or the Revolving-B Loans.

     "Revolving-A Loans" means the Revolving Loans made by the Lenders pursuant
to Section 2.1.

     "Revolving-B Loans" means the Revolving Loans made by the Lenders pursuant
to Section 2.4.

     "Revolving-A Loan Maturity Date" means September 19, 2002.

     "Revolving-B Loan Maturity Date" means September 18, 1998.

     "Revolving-A Note" or "Revolving-A Notes" means the promissory notes of    
the Borrower in favor of each of the Lenders evidencing the Revolving-A Loans
provided pursuant to Section 2.1, individually or collectively, as appropriate,
as such promissory



                                      22


<PAGE>   29

notes may be amended, modified, supplemented, extended, renewed or replaced f   
rom time to time and as evidenced in the form of Exhibit 2.11(a).

     "Revolving-B Note" or "Revolving-B Notes" means the promissory notes of
the Borrower in favor of each of the Lenders evidencing the Revolving-B Loans
provided pursuant to Section 2.4, individually or collectively, as appropriate,
as such promissory notes may be amended, modified, supplemented, extended,
renewed or replaced from time to time and as evidenced in the form of Exhibit
2.11(b).

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

     "Scheduled Funded Debt Payments" means, as of the end of each fiscal 
quarter, with respect to the Credit Parties and their Subsidiaries on a
consolidated basis, the sum of all scheduled payments of principal on Funded
Debt for the applicable period ending on such date (including the principal
component of payments due on Capital Leases during the applicable period ending
on such date); it being understood that Scheduled Funded Debt Payments shall
not include (a) voluntary prepayments permitted, or the mandatory prepayments
required, pursuant to Section 3.3 or (b) scheduled payments to be made with
respect to the 7 Senior Notes due October 15, 1999 issued by the Borrower
pursuant to that certain Indenture, dated as of October 15, 1992, between the
Borrower and The Bank of New York, as Trustee.

     "Securities Act" means the Securities Act of 1933, as amended, and the 
rules and regulations promulgated thereunder.

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

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


                                      23


<PAGE>   30

      the facts and circumstances existing at such time, represents the amount
      that can reasonably be expected to become an actual or matured liability.

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

           "Swing Line Loans" means the loans made by NationsBank pursuant to
      Section 2.3.

           "Swing Line Committed Amount" means TWENTY-FIVE MILLION DOLLARS
      ($25,000,000).

           "Swing Line Loan Request" means a request by the Borrower for a
      Swing Line Loan in substantially the form of Exhibit 2.3(b).

           "Swing Line Loan Note" means the promissory note of the Borrower in
      favor of NationsBank evidencing the Swing Line Loans provided pursuant to
      Section 2.3, as such promissory note may be amended, modified,
      supplemented, extended, renewed or replaced from time to time in and as
      evidenced by the form of Exhibit 2.11(c).

           "Term Loans" means the Term Loans made to the Borrower pursuant to
      Section 2.8(a).

           "Term Loan Commitment Percentage" means, for each Lender, the
      percentage identified as its Term Loan Commitment Percentage on Schedule
      1.1(a), as such percentage may be modified in connection with any
      assignment made in accordance with the provisions of Section 11.3(b).

           "Term Loan Committed Amount" means ONE HUNDRED MILLION DOLLARS
      ($100,000,000).

           "Term Loan Maturity Date" means September 19, 2002.

           "Term Loan Note" or "Term Loan Notes" means the promissory notes of
      the Borrower in favor of each of the Lenders evidencing the Term Loans
      provided pursuant to Section 2.8, individually or collectively, as
      appropriate, as such promissory notes may be amended, modified,
      supplemented, extended, renewed or replaced from time to time as
      evidenced in the form of Exhibit 2.11(d).



                                      24


<PAGE>   31

           "Termination Event" means (a) with respect to any Single Employer
      Plan, the occurrence of a Reportable Event or the substantial cessation
      of operations (within the meaning of Section 4062(e) of ERISA); (b) the
      withdrawal of any Credit Party or any of its Subsidiaries or any ERISA
      Affiliate from a Multiple Employer Plan during a plan year in which it
      was a substantial employer (as such term is defined in Section 4001(a)(2)
      of ERISA), or the termination of a Multiple Employer Plan; (c) the
      distribution of a notice of intent to terminate or the actual termination
      of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (d) the
      institution of proceedings to terminate or the actual termination of a
      Plan by the PBGC under Section 4042 of ERISA; (e) any event or condition
      which might reasonably constitute grounds under Section 4042 of ERISA for
      the termination of, or the appointment of a trustee to administer, any
      Plan; or (f) the complete or partial withdrawal of any Credit Party or
      any of its Subsidiaries or any ERISA Affiliate from a Multiemployer Plan.

           "Unsecured Senior Debt Rating" means the debt rating provided by S&P
      and/or Moody's with respect to unsecured senior long term debt of the
      Borrower.

           "U.S. Dollar Equivalent" means the amount of Dollars that would be
      realized by converting a Foreign Currency into Dollars using the
      arithmetic average of the spot buying rates for such Foreign Currency in
      Dollars as quoted to the Administrative Agent by three foreign exchange
      dealers of recognized standing in the United States selected by the
      Administrative Agent at approximately 10:00 a.m. on any day on which a
      computation thereof is required to be made hereunder.

           "Voting Stock" of a corporation means all classes of the capital
      stock of such corporation then outstanding and normally entitled to vote
      in the election of directors.

      1.2. COMPUTATION OF TIME PERIODS AND OTHER DEFINITIONAL PROVISIONS.

      For purposes of computation of periods of time hereunder, the word "from"
means "from and including" and the words "to" and "until" each mean "to but
excluding."  References in this Agreement to "Articles", "Sections",
"Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits
of or to this Agreement unless otherwise specifically provided.

      1.3. ACCOUNTING TERMS.

      Except as otherwise expressly provided herein, all accounting terms used
herein shall be interpreted, and all financial statements and certificates and
reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis.  All financial statements delivered to the Lenders hereunder shall be
accompanied by a statement from the Borrower that GAAP has not changed since
the most recent financial statements delivered by the Borrower to the Lenders
or if GAAP has changed describing such changes in detail and explaining how     
such changes affect the financial statements.  All calculations made for the
purposes of determining compliance with this Credit Agreement shall (except as



                                      25


<PAGE>   32

otherwise expressly provided herein) be made by application of GAAP applied on
a basis consistent with the most recent annual or quarterly financial
statements delivered pursuant to Section 7.1 (or, prior to the delivery of the
first financial statements pursuant to Section 7.1, consistent with the
financial statements described in Section 5.1(d)); provided, however, if (a)
the Borrower shall object to determining such compliance on such basis at the
time of delivery of such financial statements due to any change in GAAP or the
rules promulgated with respect thereto or (b) either Agent or the Required
Lenders shall so object in writing within 60 days after delivery of such
financial statements (or after the Lenders have been informed of the change in
GAAP affecting such financial statements, if later), then such calculations
shall be made on a basis consistent with the most recent financial statements
delivered by the Borrower to the Lenders as to which no such objection shall
have been made.
                                      
                                  SECTION 2
                              CREDIT FACILITIES

     2.1.  REVOLVING-A LOANS.

     Subject to the terms and conditions set forth herein, each Lender
severally agrees to make revolving loans (each a "Revolving-A Loan" and
collectively the "Revolving-A Loans") to the Borrower, in Dollars or in Foreign
Currency, at any time and from time to time, during the period from and
including the Effective Date to but not including the Revolving-A Loan Maturity
Date (or such earlier date if the Revolving-A Committed Amount has been
terminated as provided herein); provided, however, that (a) the sum of the
aggregate amount of Revolving-A Loans outstanding plus the aggregate amount of
LOC Obligations outstanding plus the aggregate amount of Swing Line Loans
outstanding shall not exceed the Revolving-A Committed Amount, (b) with respect
to each individual Lender, the Lender's pro rata share of outstanding
Revolving-A Loans plus such Lender's pro rata share of outstanding LOC
Obligations plus (other than NationsBank) such Lender's pro rata share of Swing
Line Loans outstanding shall not exceed such Lender's Revolving Loan Commitment
Percentage of the Revolving-A Committed Amount and (c) the sum of the aggregate
amount of Revolving-A Loans outstanding in Foreign Currency plus the aggregate
amount of LOC Obligations outstanding in Foreign Currency shall not exceed the
U.S. Dollar Equivalent of One Hundred Million Dollars ($100,000,000).  Subject
to the terms of this Credit Agreement (including Section 3.3), the Borrower may
borrow, repay and reborrow Revolving-A Loans.

     2.2   LETTER OF CREDIT SUBFACILITY.

           (a) Issuance.  Subject to the terms and conditions hereof and of the
      LOC Documents, if any, and any other terms and conditions which an 
      Issuing Lender may reasonably require (so long as such terms and 
      conditions do not impose any financial obligation on or require any Lien
      (not otherwise contemplated by this Agreement) to be given by any Credit
      Party or conflict with any obligation of, or detract from any action
      which may be taken by, any Credit Party or their Subsidiaries under this
      Agreement), an Issuing Lender shall from time to time upon request issue
      (from the Effective Date to the Revolving-A Loan Maturity Date and in a
      form reasonably acceptable to such Issuing



                                      26



<PAGE>   33

      Lender), in Dollars or any Foreign Currency, and the LOC Participants
      shall participate in, letters of credit (the "Letters of Credit") for the
      account of the Borrower; provided, however, that (i) the aggregate amount
      of LOC Obligations shall not at any time exceed the U.S. Dollar
      Equivalent of TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000), (ii) the
      sum of the aggregate amount of LOC Obligations outstanding in Foreign
      Currency plus the aggregate amount of Revolving-A Loans outstanding in
      Foreign Currency shall not exceed the U.S. Dollar Equivalent of One
      Hundred Million Dollars ($100,000,000), (iii) the sum of the aggregate
      amount of LOC Obligations outstanding plus the aggregate amount of
      Revolving-A Loans outstanding plus Swing Line Loans outstanding shall not
      exceed the Revolving-A Committed Amount and (iv) with respect to each
      individual LOC Participant, the LOC Participant's pro rata share of
      outstanding Revolving-A Loans plus its pro rata share of outstanding LOC
      Obligations plus (other than NationsBank) its pro rata share of Swing
      Line Loans outstanding shall not exceed such LOC Participant's Revolving
      Loan Commitment Percentage of the Revolving-A Committed Amount.  The
      Issuing Lender may require the issuance and expiry date of each Letter of
      Credit to be a day other than (i) a Saturday or a Sunday or (ii) any
      other day on which the letter of credit issuing office of the Issuing
      Lender is authorized or required by law or executive order to close.
      Except as otherwise expressly agreed upon by all the LOC Participants, no
      Letter of Credit shall have an original expiry date more than one year
      from the date of issuance, or, as extended, shall have an expiry date
      extending beyond the Revolving-A Loan Maturity Date.  Each Letter of
      Credit shall be either (x) a standby letter of credit issued to support
      the obligations (including pension or insurance obligations), contingent
      or otherwise, of the Borrower or any of its Subsidiaries, or (y) a
      commercial letter of credit in respect of the purchase of goods or
      services by the Borrower or any of its Subsidiaries in the ordinary
      course of business.  Each Letter of Credit shall comply with the related
      LOC Documents.

           (b) Notice and Reports.  The request for the issuance of a Letter of
      Credit shall be submitted to an Issuing Lender at least three Business
      Days prior to the requested date of issuance unless otherwise agreed to
      between the Borrower and the Issuing Lender. Each Issuing Lender will (i)
      immediately notify the Administrative Agent regarding the issuance of a
      Letter of Credit and the terms thereof and (ii) at least monthly and more
      frequently upon request, provide to the Administrative Agent for
      dissemination to the Lenders a detailed report specifying the Letters of
      Credit which are then issued and outstanding and any activity with
      respect thereto which may have occurred since the date of the prior
      report, and including therein, among other things, the account party, the
      beneficiary, the face amount (including, if applicable, the U.S. Dollar
      Equivalent of such face amount), and the expiry date as well as any
      payments or expirations which may have occurred.  Each Issuing Lender
      will further provide to the Administrative Agent, promptly upon request,
      copies of the Letters of Credit and the other LOC Documents.

           (c)   Participations.

                 (i) On the Effective Date, each LOC Participant shall
            automatically acquire a participation in the liability of the
            applicable Issuing Lender under each



                                      27



<PAGE>   34

            Existing Letter of Credit in an amount equal to its Revolving Loan
            Commitment Percentage of such Existing Letters of Credit.  Each
            Existing Letter of Credit shall be deemed for all purposes of this
            Credit Agreement and the other Credit Documents to be a Letter of
            Credit.

                 (ii) Each LOC Participant, upon issuance of a Letter of
            Credit, shall be deemed to have purchased without recourse a risk
            participation from the applicable Issuing Lender in such Letter of
            Credit and each LOC Document related thereto and the rights and
            obligations arising thereunder and any collateral relating thereto,
            in each case in an amount equal to its Revolving Loan Commitment
            Percentage of the obligations under such Letter of Credit, and
            shall absolutely, unconditionally and irrevocably assume, as
            primary obligor and not as surety, and be obligated to pay to such
            Issuing Lender therefor and discharge when due, its Revolving Loan
            Commitment Percentage of the obligations arising under such Letter
            of Credit.  Without limiting the scope and nature of each LOC
            Participant's participation in any Letter of Credit, to the extent
            that such Issuing Lender has not been reimbursed as required
            hereunder or under any such Letter of Credit, each such LOC
            Participant shall pay to such Issuing Lender its Revolving Loan
            Commitment Percentage of such unreimbursed drawing in same day
            funds on the day of notification by such Issuing Lender of an
            unreimbursed drawing pursuant to the provisions of subsection (d)
            hereof.  The obligation of each LOC Participant to so reimburse
            each Issuing Lender shall be absolute and unconditional and shall
            not be affected by the occurrence of a Default, an Event of Default
            or any other occurrence or event.  Any such reimbursement shall not
            relieve or otherwise impair the obligation of the Borrower or any
            other Credit Party to reimburse an Issuing Lender under any Letter
            of Credit, together with interest as hereinafter provided.

            (d) Reimbursement.  In the event of any drawing under any Letter of
      Credit, the applicable Issuing Lender will promptly notify the Borrower.
      Unless the Borrower shall immediately notify such Issuing Lender of its
      intent to otherwise reimburse such Issuing Lender, the Borrower shall be
      deemed to have requested a Revolving-A Loan at the Adjusted Base Rate in
      the amount of the drawing as provided in subsection (e) hereof, the
      proceeds of which will be used to satisfy the reimbursement obligations.
      The Borrower shall reimburse the applicable Issuing Lender on the day any
      drawing under any Letter of Credit is paid either with the proceeds of a
      Revolving-A Loan obtained hereunder or otherwise in same day funds as
      provided herein or in the LOC Documents.  If the Borrower shall fail to
      reimburse an Issuing Lender as provided hereinabove, the unreimbursed
      amount of such drawing shall bear interest at a per annum rate equal to
      the Base Rate plus the Applicable Percentage for the Base Rate Loans that
      are Revolving-A Loans plus two percent (2%).  The Borrower's
      reimbursement obligations hereunder shall be absolute and unconditional
      under all circumstances irrespective of (but without waiver of) any
      rights of set-off, counterclaim or defense to payment the applicable
      account party or the Borrower may claim or have against the applicable
      Issuing Lender, the Agent, the Lenders, the beneficiary of the Letter of 
      Credit drawn upon or any other Person, including without limitation, any 
      defense



                                      28


<PAGE>   35

      based on any failure of the applicable account party, the Borrower or any
      other Credit Party to receive consideration or the legality, validity,
      regularity or unenforceability of the Letter of Credit.  Each Issuing
      Lender will promptly notify the LOC Participants of the amount of any
      unreimbursed drawing and each LOC Participant shall promptly (or if the
      Letter of Credit is in Foreign Currency within two Business Days) pay to
      the applicable Issuing Lender, in Dollars (or in the applicable Foreign
      Currency) and in immediately available funds, the amount of such LOC
      Participant's Revolving Loan Commitment Percentage of such unreimbursed
      drawing.  Such payment shall be made on the day such notice is received
      by such Lender from an Issuing Lender if such notice is received at or
      before 2:00 p.m., otherwise such payment shall be made at or before 12:00
      noon on the Business Day next succeeding the day such notice is received.
      If such LOC Participant does not pay such amount to the applicable
      Issuing Lender in full upon such request, such LOC Participant shall, on
      demand, pay to the applicable Issuing Lender interest on the unpaid
      amount during the period from the date the LOC Participant received the
      notice regarding the unreimbursed drawing until such LOC Participant pays
      such amount to such Issuing Lender in full at a rate per annum equal to,
      if paid within two Business Days of the date of drawing, the Federal
      Funds Rate and thereafter at a rate equal to the Base Rate.  Each LOC
      Participant's obligation to make such payment to an Issuing Lender, and
      the right of an Issuing Lender to receive the same, shall be absolute and
      unconditional, shall not be affected by any circumstance whatsoever and
      without regard to the termination of this Credit Agreement or the
      Commitments hereunder, the existence of a Default or Event of Default or
      the acceleration of the obligations hereunder and shall be made without
      any offset, abatement, withholding or reduction whatsoever.
      Simultaneously with the making of each such payment by a LOC Participant
      to an Issuing Lender, such LOC Participant shall, automatically and
      without any further action on the part of an Issuing Lender or such LOC
      Participant, acquire a participation in an amount equal to such payment
      (excluding the portion of such payment constituting interest owing to an
      Issuing Lender) in the related unreimbursed drawing portion of the LOC
      Obligation and in the interest thereon and in the related LOC Documents,
      and shall have a claim against the Borrower and the other Credit Parties
      with respect thereto.

           (e) Repayment with Revolving-A Loans.  On any day on which the
      Borrower shall have requested, or been deemed to have requested, a
      Revolving-A Loan borrowing to reimburse a drawing under a Letter of
      Credit, the Administrative Agent shall give notice to the applicable
      Lenders that a Revolving-A Loan has been requested or deemed requested in
      connection with a drawing under a Letter of Credit, in which case a
      Revolving-A Loan borrowing comprised solely of Base Rate Loans (each such
      borrowing, a "Mandatory Borrowing") shall be immediately made from all
      applicable Lenders (without giving effect to any termination of the
      Commitments pursuant to Section 9.2) pro rata based on each Lender's
      respective Revolving Loan Commitment Percentage and the proceeds thereof
      shall be paid directly to the applicable Issuing Lender for application
      to the respective LOC Obligations.  Each such Lender hereby irrevocably
      agrees to make such Revolving-A Loans upon any such request or deemed     
      request on account of each such Mandatory Borrowing in the amount and in
      the manner specified in the preceding sentence and on the same such date


                                      29


<PAGE>   36

      notwithstanding (i) the amount of Mandatory Borrowing may not comply with
      the minimum amount for borrowings of Revolving-A Loans otherwise required
      hereunder, (ii) whether any conditions specified in Section 5 are then
      satisfied, (iii) whether a Default or Event of Default then exists, (iv)
      failure of any such request or deemed request for Revolving-A Loans to be
      made by the time otherwise required hereunder, (v) the date of such
      Mandatory Borrowing, or (vi) any reduction in the Revolving-A Committed
      Amount or any termination of the Commitments.  Such funding of Revolving
      A Loans shall be made on the day notice of such Mandatory Borrowing is
      received by such Lender from an Issuing Lender if such notice is received
      at or before 2:00 p.m., otherwise such payment shall be made at or before
      12:00 noon on the Business Day next succeeding the day such notice is
      received.  In the event that any Mandatory Borrowing cannot for any
      reason be made on the date otherwise required above (including, without
      limitation, as a result of the commencement of a proceeding under the
      Bankruptcy Code with respect to the Borrower or any other Credit Party),
      then each such Lender hereby agrees that it shall forthwith fund (as of
      the date the Mandatory Borrowing would otherwise have occurred, but
      adjusted for any payments received from the Borrower on or after such
      date and prior to such purchase) its Participation Interest in the
      outstanding LOC Obligations; provided, further, that in the event any
      Lender shall fail to fund its Participation Interest on the day the
      Mandatory Borrowing would otherwise have occurred, then the amount of
      such Lender's unfunded Participation Interest therein shall bear interest
      payable to the applicable Issuing Lender upon demand, at the rate equal
      to, if paid within two Business Days of such date, the Federal Funds
      Rate, and thereafter at a rate equal to the Base Rate.

           (f) Modification and Extension.  The issuance of any supplement,
      modification, amendment, or extensions to any Letter of Credit shall, for
      purposes hereof, be treated in all respects the same as the issuance of a
      new Letter of Credit hereunder.

           (g) Uniform Customs and Practices.  An Issuing Lender may have the
      Letters of Credit be subject to The Uniform Customs and Practice for
      Documentary Credits, as published as of the date of issue by the
      International Chamber of Commerce (Publication No. 500 or the most recent
      publication, the "UCP"), in which case the UCP may be incorporated
      therein and deemed in all respects to be a part thereof.

           (h) Responsibility of Issuing Lenders. It is expressly understood
      and agreed as between the Lenders that the obligations of the Issuing
      Lenders hereunder to the LOC Participants are only those expressly set
      forth in this Credit Agreement and that the Issuing Lenders shall be
      entitled to assume that the conditions precedent set forth in Section 5
      have been satisfied unless it shall have acquired actual knowledge that
      any such condition precedent has not been satisfied; provided, however,
      that nothing set forth in this Section 2.2 shall be deemed to prejudice
      the right of any LOC Participant to recover from an Issuing Lender any
      amounts made available by such LOC Participant to such Issuing Lender
      pursuant to this Section 2.2 in the event that it is determined by a
      court of competent jurisdiction that the issuance of or payment with      
      respect to a Letter of Credit constituted gross negligence or willful
      misconduct on the part of such Issuing Lender.



                                      30



<PAGE>   37

           (i) Conflict with LOC Documents.  In the event of any conflict
      between this Credit Agreement and any LOC Document, this Credit Agreement
      shall govern.

           (j) Indemnification of Issuing Lenders.

                 (i) In addition to its other obligations under this Credit
            Agreement, the Borrower hereby agrees to protect, indemnify, pay
            and save the Issuing Lenders harmless from and against any and all
            claims, demands, liabilities, damages, losses, costs, charges and
            expenses (including reasonable, documented attorneys' fees) that
            the Issuing Lenders may incur or be subject to as a consequence,
            direct or indirect, of (A) the issuance of any Letter of Credit or
            (B) the failure of an Issuing Lender to honor a drawing under a
            Letter of Credit as a result of any act or omission, whether
            rightful or wrongful, of any present or future de jure or de facto
            government or governmental authority (all such acts or omissions,
            herein called "Government Acts").

                 (ii) As between the Borrower and an Issuing Lender, the
            Borrower shall assume all risks of the acts, omissions or misuse of
            any Letter of Credit by the beneficiary thereof.  An Issuing Lender
            shall not be responsible for (except in the case of (A), (B) and
            (C) below if such Issuing Lender has actual knowledge to the
            contrary):  (A) the form, validity, sufficiency, accuracy,
            genuineness or legal effect of any document submitted by any party
            in connection with the application for and issuance of any Letter
            of Credit, even if it should in fact prove to be in any or all
            respects invalid, insufficient, inaccurate, fraudulent or forged;
            (B) the validity or sufficiency of any instrument transferring or
            assigning or purporting to transfer or assign any Letter of Credit
            or the rights or benefits thereunder or proceeds thereof, in whole
            or in part, that may prove to be invalid or ineffective for any
            reason; (C) failure of the beneficiary of a Letter of Credit to
            comply fully with conditions required in order to draw upon a
            Letter of Credit; (D) errors, omissions, interruptions or delays in
            transmission or delivery of any messages, by mail, cable,
            telegraph, telex or otherwise, whether or not they be in cipher;
            (E) errors in interpretation of technical terms; (F) any loss or
            delay in the transmission or otherwise of any document required in
            order to make a drawing under a Letter of Credit or of the proceeds
            thereof; and (G) any consequences arising from causes beyond the
            control of an Issuing Lender, including, without limitation, any
            Government Acts.  None of the above shall affect, impair, or
            prevent the vesting of an Issuing Lender's rights or powers
            hereunder.

                 (iii) In furtherance and extension and not in limitation of
            the specific provisions hereinabove set forth, any action taken or
            omitted by an Issuing Lender, under or in connection with any
            Letter of Credit or the related certificates, if taken or omitted
            in good faith and not deemed to constitute gross negligence or
            willful misconduct, shall not put an Issuing Lender under any
            resulting liability to the



                                      31



<PAGE>   38

            Borrower or any other Credit Party.  It is the intention of the
            parties that this Credit Agreement shall be construed and applied
            to protect and indemnify the Issuing Lenders against any and all
            risks involved in the issuance of the Letters of Credit, all of
            which risks are hereby assumed by the Borrower, including, without
            limitation, any and all risks of the acts or omissions, whether
            rightful or wrongful, of any present or future Government Acts.  An
            Issuing Lender shall not, in any way, be liable for any failure by
            such Issuing Lender or anyone else to pay any drawing under any
            Letter of Credit as a result of any Government Acts or any other
            cause beyond the control of such Issuing Lender.

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

                 (v) Notwithstanding anything to the contrary contained in this
            subsection (j), neither the Borrower nor any LOC Participant shall
            have any obligation to indemnify the Issuing Lenders in respect of
            any liability incurred by an Issuing Lender arising solely out of
            the gross negligence or willful misconduct of an Issuing Lender, as
            determined by a court of competent jurisdiction.  Nothing in this
            Agreement shall relieve an Issuing Lender of any liability to the
            Borrower or any LOC Participant in respect of any action taken by
            such Issuing Lender which action constitutes gross negligence or
            willful misconduct of such Issuing Lender or a violation of the UCP
            or Uniform Commercial Code (as applicable), as determined by a
            court of competent jurisdiction.

      2.3 SWING LINE LOANS SUBFACILITY.

           (a) Swing Line Loans.  NationsBank hereby agrees, on the terms and
      subject to the conditions set forth herein and in the other Credit
      Documents, to make loans to the Borrower, in Dollars, at any time and
      from time to time during the period from and including the Effective Date
      to but not including the Revolving-A Loan Maturity Date (each such loan,
      a "Swing Line Loan" and collectively, the "Swing Line Loans"); provided
      that (i) the aggregate principal amount of the Swing Line Loans
      outstanding at any one time shall not exceed the Swing Line Committed
      Amount and (ii) the sum of the aggregate amount of Swing Line Loans
      outstanding plus the aggregate amount of Revolving-A Loans outstanding
      plus the aggregate amount of LOC Obligations outstanding shall not exceed
      the Revolving-A Committed Amount.  Prior to the Revolving-A Loan Maturity
      Date, Swing Line Loans may be repaid and reborrowed by the Borrower in
      accordance with the provisions hereof.



                                      32


<PAGE>   39

           (b) Method of Borrowing and Funding Swing Line Loans.  By no later
      than 1:00 p.m., on the date of the requested borrowing of Swing Line
      Loans, the Borrower shall provide telephonic notice to NationsBank,
      followed promptly by a written Swing Line Loan Request in the form of
      Exhibit 2.3(b) (which may be submitted via telecopy), each of such
      telephonic notice and such written Swing Line Loan Request setting forth
      (i) the amount of the requested Swing Line Loan and (ii) the date of the
      requested Swing Line Loan and complying in all respects with Section 5.2.
      NationsBank shall initiate the transfer of funds representing the Swing
      Line Loan advance to the Borrower by 3:00 p.m. on the Business Day of the
      requested borrowing.

           (c) Repayment and Participations of Swing Line Loans.  The Borrower
      agrees to repay all Swing Line Loans within one Business Day of demand
      therefor by NationsBank.  Each repayment of a Swing Line Loan may be
      accomplished by requesting Revolving-A Loans which request is not subject
      to the conditions set forth in Section 5.2.  In the event that the
      Borrower shall fail to timely repay any Swing Line Loan, and in any event
      upon (i) a request by NationsBank, (ii) the occurrence of an Event of
      Default described in Section 9.1(f) or (iii) the acceleration of any Loan
      or termination of any Commitment pursuant to Section 9.2, each other
      Lender shall irrevocably and unconditionally purchase from NationsBank,
      without recourse or warranty, an undivided interest and participation in
      such Swing Line Loan in an amount equal to such other Lender's Revolving
      Loan Commitment Percentage thereof, by directly purchasing a
      participation in such Swing Line Loan in such amount (regardless of
      whether the conditions precedent thereto set forth in Section 5.2 hereof
      are then satisfied, whether or not the Borrower has submitted a Notice of
      Borrowing and whether or not the Commitments are then in effect, any
      Event of Default exists or all the Loans have been accelerated) and
      paying the proceeds thereof to NationsBank at the address provided on
      Schedule 11.1, or at such other address as NationsBank may designate, in
      Dollars and in immediately available funds.  If such amount is not in
      fact made available to NationsBank by any Lender, NationsBank shall be
      entitled to recover such amount on demand from such Lender, together with
      accrued interest thereon for each day from the date of demand thereof, at
      the Federal Funds Rate.  If such Lender does not pay such amount
      forthwith upon NationsBank's demand therefor, and until such time as such
      Lender makes the required payment, NationsBank shall be deemed to
      continue to have outstanding Swing Line Loans in the amount of such
      unpaid participation obligation for all purposes of the Credit Documents
      other than those provisions requiring the other Lenders to purchase a
      participation therein.  Further, such Lender shall be deemed to have
      assigned any and all payments made of principal and interest on its
      Loans, and any other amounts due to it hereunder to NationsBank to fund
      Swing Line Loans in the amount of the participation in Swing Line Loans
      that such Lender failed to purchase pursuant to this Section 2.3(c) until
      such amount has been purchased (as a result of such assignment or
      otherwise).

      2.4 REVOLVING-B LOANS.



                                      33



<PAGE>   40

     Subject to the terms and conditions set forth herein, each Lender
severally agrees to make revolving loans (each a "Revolving-B Loan" and
collectively the "Revolving-B Loans") to the Borrower, in Dollars, at any time
and from time to time, during the period from and including the Effective Date
to but not including the Revolving-B Loan Maturity Date (or such earlier date
if the Revolving-B Committed Amount has been terminated as provided herein);
provided, however, that (a) with respect to each individual Lender, the
Lender's pro rata share of outstanding Revolving-B Loans shall not exceed such
Lender's Revolving Loan Commitment Percentage of the Revolving-B Committed
Amount and (b) the aggregate amount of Revolving-B Loans outstanding shall not
exceed the Revolving-B Committed Amount.  Subject to the terms of this Credit
Agreement (including Section 3.3), the Borrower may borrow, repay and reborrow
Revolving-B Loans.

     2.5 METHOD OF BORROWING FOR REVOLVING LOANS.

     By no later than 12:00 noon (a) on the date of the requested borrowing of
Revolving Loans that will be Base Rate Loans or (b) three Business Days prior
to the date of the requested borrowing of Revolving Loans that will be
Eurocurrency Loans, the Borrower shall provide telephonic notice to the
Administrative Agent, followed promptly by a written Notice of Borrowing in the
form of Exhibit 2.5 (which may be submitted via telecopy), each of such
telephonic notice and such written Notice of Borrowing setting forth (i) the
amount requested, (ii) whether the Revolving Loans are Revolving-A Loans or
Revolving-B Loans, (iii) whether such Revolving Loans shall accrue interest at
the Adjusted Base Rate or the Adjusted Eurocurrency Rate, (iv) with respect to
Revolving Loans that will be Eurocurrency Loans, the Interest Period applicable
thereto, (v) if such Revolving Loans are Revolving-A Loans, whether such
Revolving-A Loans requested are in Dollars or in a Foreign Currency and (vi)
certification that the Borrower has complied in all respects with Section 5.2.
All Revolving Loans made on the Effective Date, other than those requested
pursuant to the Notice from the Borrower dated September 17, 1997 regarding
Loans to be made in Foreign Currency on the Effective Date shall be Base Rate
Loans.  Thereafter, Revolving Loans may be converted to Eurocurrency Loans in
accordance with Section 2.9.

     2.6 FUNDING OF REVOLVING LOANS.

     Upon receipt of a Notice of Borrowing, the Administrative Agent shall
promptly inform the Lenders as to the terms thereof.  Each Lender shall make
its Revolving Loan Commitment Percentage of the requested Revolving Loans
available to the Administrative Agent by 2:00 p.m. on the date specified in the
Notice of Borrowing by deposit, in Dollars or the applicable Foreign Currency,
of immediately available funds at the offices of the Administrative Agent at
its principal office in Charlotte, North Carolina or at such other address as
the Administrative Agent may designate in writing.  The amount of the requested
Revolving Loans will then be made available to the Borrower by the
Administrative Agent by crediting the account of the Borrower on the books of
such office of the Administrative Agent, to the extent the amount of such
Revolving Loans are made available to the Administrative Agent.

     No Lender shall be responsible for the failure or delay by any other
Lender in its obligation to make Revolving Loans hereunder; provided, however,
that the failure of any Lender to fulfill its



                                      34


<PAGE>   41

obligations hereunder shall not relieve any other Lender of its obligations
hereunder.  Unless the Administrative Agent shall have been notified by any
Lender prior to the date of any such Revolving Loan that such Lender does not
intend to make available to the Administrative Agent its portion of the
Revolving Loans to be made on such date, the Administrative Agent may assume
that such Lender has made such amount available to the Administrative Agent on
the date of such Revolving Loans, and the Administrative Agent in reliance upon
such assumption, may (in its sole discretion but without any obligation to do
so) make available to the Borrower a corresponding amount.  If such
corresponding amount is not in fact made available to the Administrative Agent,
the Administrative Agent shall be able to recover such corresponding amount
from such Lender.  If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agent's demand therefor, the Administrative
Agent will promptly notify the Borrower, and the Borrower shall immediately pay
such corresponding amount to the Administrative Agent.  The Administrative
Agent shall also be entitled to recover from the Lender or the Borrower, as the
case may be, interest on such corresponding amount in respect of each day from
the date such corresponding amount was made available by the Administrative
Agent to the Borrower to the date such corresponding amount is recovered by the
Administrative Agent at a per annum rate equal to (i) from the Borrower at the
applicable rate for such Revolving Loan pursuant to the Notice of Borrowing and
(ii) from a Lender at the Federal Funds Rate.

     2.7 REDUCTIONS OF REVOLVING COMMITTED AMOUNTS.

     Upon at least three Business Days' notice, the Borrower shall have the
right to permanently reduce all or part of the aggregate unused amount of the
Revolving-A Committed Amount or the Revolving-B Committed Amount at any time or
from time to time; provided that (a) each partial reduction shall be in an
aggregate amount at least equal to $5,000,000 and in integral multiples of
$1,000,000 above such amount, (b) no reduction shall be made which would reduce
the Revolving-A Committed Amount to an amount less than the aggregate amount of
outstanding Revolving-A Loans plus the aggregate amount of outstanding LOC
Obligations plus the aggregate amount of Swing Line Loans outstanding and (c)
no reduction shall be made which would reduce the Revolving-B Committed Amount
to an amount less than the aggregate amount of outstanding Revolving-B Loans.
Any reduction in (or termination of) a Revolving Committed Amount shall be
permanent and may not be reinstated.

     2.8 TERM LOANS.

           (a) Term Loan.  Subject to the terms and conditions set forth
      herein, each Lender severally agrees, on the Effective Date, to make a
      term loan (collectively, the "Term Loans") to the Borrower, in Dollars,
      in an amount equal to such Lender's Term Loan Commitment Percentage of
      the Term Loan Committed Amount; provided that the aggregate amount of
      such Term Loans made on the Effective Date shall not exceed the Term Loan
      Committed Amount.  Once repaid, Term Loans cannot be reborrowed.

           (b) Funding of Term Loans.  On the Effective Date, each applicable
      Lender will make its Term Loan Commitment Percentage of the Term Loan
      Committed Amount



                                      35


<PAGE>   42

      available to the Administrative Agent by deposit, in Dollars and in
      immediately available funds, at the offices of the Administrative Agent
      at its principal office in Charlotte, North Carolina or at such other
      address as the Administrative Agent may designate in writing.  The amount
      of the Term Loans will then be made available to the Borrower by the
      Administrative Agent by crediting the account of the Borrower on the
      books of such office of the Administrative Agent, to the extent the
      amount of such Term Loans are made available to the Administrative Agent.
      All Term Loans on the Effective Date shall be Base Rate Loans.
      Thereafter, all or any portion of the Term Loans may be converted into
      Eurocurrency Loans in accordance with the terms of Section 2.9.

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



                                      36


<PAGE>   43

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

<TABLE>
<CAPTION>

               Principal Amortization          Term Loan Principal
                Payment Dates                  Amortization Payment
               ----------------------          --------------------
               <S>                                  <C>
               January 1, 1998                      $5,000,000
               April 1, 1998                        $5,000,000
               July 1, 1998                         $5,000,000
               October 1, 1998                      $5,000,000
               January 1, 1999                      $5,000,000
               April 1, 1999                        $5,000,000
               July 1, 1999                         $5,000,000
               October 1, 1999                      $5,000,000
               January 1, 2000                      $5,000,000
               April 1, 2000                        $5,000,000
               July 1, 2000                         $5,000,000
               October 1, 2000                      $5,000,000
               January 1, 2001                      $5,000,000
               April 1, 2001                        $5,000,000
               July 1, 2001                         $5,000,000
               October 1, 2001                      $5,000,000
               January 1, 2002                      $5,000,000
               April 1, 2002                        $5,000,000
               July 1, 2002                         $5,000,000
               September 19, 2002                   $5,000,000

               Total                                $100,000,000
</TABLE>


      2.9  CONTINUATIONS AND CONVERSIONS.

     Subject to the terms of Section 5.2, the Borrower shall have the option,
on any Business Day, to continue existing Eurocurrency Loans for a subsequent
Interest Period, to convert Base Rate Loans (other than Swing Line Loans) into
Eurocurrency Loans or to convert Eurocurrency Loans into Base Rate Loans (other
than Swing Line Loans); provided, however, that (a) each such continuation or
conversion must be requested by the Borrower pursuant to telephonic notice to
the Administrative Agent, followed promptly by a written Notice of
Continuation/Conversion, in the form of Exhibit 2.9 (which may be submitted via
telecopy), each of such telephonic notice and such written Notice of
Continuation/Conversion in compliance with the terms set forth below, (b)
except as provided in Section 3.11, Eurocurrency Loans may only be continued or
converted into Base Rate Loans on the last day of the Interest Period
applicable thereto, (c) Eurocurrency Loans may not be continued nor may Base
Rate Loans be converted into Eurocurrency Loans during the existence and
continuation of an Event of Default and (d) any request to continue a
Eurocurrency Loan that fails to comply with the terms hereof or any failure to
request a continuation of a Eurocurrency Loan at the end of an Interest Period
shall constitute a conversion to a Base Rate Loan on the last day of the
applicable Interest Period.  Each continuation or conversion must be requested
by the Borrower no later than 12:00 noon (i) on the date for a requested
conversion of a Eurocurrency Loan to a Base Rate Loan or (ii) three Business
Days prior to the date for a requested continuation of a Eurocurrency Loan or
conversion of a Base Rate Loan to a Eurocurrency Loan, in each case pursuant to
telephonic notice and a written Notice of Continuation/Conversion (which may be
submitted via telecopy) submitted to the Administrative Agent, each of which
shall set forth (x) whether the Borrower wishes to continue or convert such 
Loans, (y) whether the Loans to be continued or converted are Revolving-A
Loans, Revolving-B Loans or Term Loans and (z) if the request is to continue a
Eurocurrency Loan or convert a Base Rate Loan to a Eurocurrency Loan,



                                      37



<PAGE>   44

the Interest Period applicable thereto.  Notwithstanding the foregoing,
Revolving-A Loans made in Foreign Currency may not be continued or converted
pursuant to this Section 2.9 but instead must be repaid at the end of the
applicable Interest Period in the Foreign Currency in which such Loan was made.

     2.10 MINIMUM AMOUNTS OF LOANS.

     Each request for a borrowing, conversion or continuation shall be subject
to the requirements that (a) each Eurocurrency Loan shall be in a minimum
amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof,
(b) each Revolving-A Loan made in a Foreign Currency shall be in a minimum
amount of the U.S. Dollar Equivalents of $5,000,000 and in integral multiples
of the U.S. Dollar Equivalents of $1,000,000 in excess thereof, (c) each Base
Rate Loan (other than a Swing Line Loan or a Revolving-A Loan made in a Foreign
Currency) shall be in a minimum amount of the lesser of $1,000,000 (and
integral multiples of $500,000 in excess thereof) or the remaining amount
available under the applicable Revolving Committed Amount or the Term Loan
Committed Amount, as applicable, (d) each Swing Line Loan shall be in a minimum
amount of $100,000 and in integral multiples of $100,000 in excess thereof or
the remaining amount of the Swing Line Committed Amount and (e) no more than 15
Eurocurrency Loans shall be outstanding hereunder at any one time.  For the
purposes of this Section, all Eurocurrency Loans with the same Interest Periods
that begin and end on the same date shall be considered as one Eurocurrency
Loan, but Eurocurrency Loans with different Interest Periods, even if they
begin on the same date, shall be considered as separate Eurocurrency Loans.

     2.11 NOTES.

           (a) Revolving-A Promissory Notes.  The Revolving-A Loans made by
      each Lender shall be evidenced by a duly executed promissory note of the
      Borrower to each applicable Lender in substantially the form of Exhibit
      2.11(a).

           (b) Revolving-B Promissory Notes.  The Revolving-B Loans made by
      each Lender shall be evidenced by a duly executed promissory note of the
      Borrower to each applicable Lender in the face amount of its Revolving
      Loan Commitment Percentage of the Revolving-B Committed Amount in
      substantially the form of Exhibit 2.11(b).

           (c) Swing Line Note.  The Swing Line Loans made by NationsBank shall
      be evidenced by a duly executed promissory note of the Borrower to
      NationsBank in the face amount of the Swing Line Committed Amount and in
      substantially the form of Exhibit 2.11(c).

           (d) Term Loan Notes.  The Term Loan made by each Lender shall be
      evidenced by a duly executed promissory note of the Borrower to each
      applicable Lender in the face amount of its Term Loan Commitment
      Percentage of the Term Loan Committed Amount in substantially the form of
      Exhibit 2.11(d).



                                      38



<PAGE>   45

     2.12 CURRENCY EQUIVALENTS.

     For purposes of determining compliance with Section 2.1, Section 2.2(a)
and Section 3.3(b), the amount of each Revolving-A Loan and each Letter of
Credit outstanding in a Foreign Currency: (a) shall be converted to its U.S.
Dollar Equivalent on (i) the date of each Notice of Borrowing, Notice of
Continuation/Conversion or request for a Letter of Credit with respect thereto
and (ii) on any other date requested by the Required Lenders and (b) from and
after any such date, shall be deemed to remain equivalent to the U.S. Dollar
Equivalent determined in accordance with clause (a) notwithstanding any
fluctuation in exchange rates occurring thereafter.

                                      
                                  SECTION 3
         GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

     3.1.  INTEREST.

           (a) Interest Rate.  All Base Rate Loans shall accrue interest at the
      Adjusted Base Rate and all Eurocurrency Loans shall accrue interest at
      the Adjusted Eurocurrency Rate.

           (b) Default Rate of Interest.  Upon the occurrence, and during the
      continuance, of an Event of Default, the principal of and, to the extent
      permitted by law, interest on the Loans and any other amounts owing
      hereunder or under the other Credit Documents (including without
      limitation fees and expenses) shall bear interest, payable on demand, at
      a per annum rate equal to 2% plus the rate which would otherwise be
      applicable (or if no rate is applicable, then the rate for Revolving-A
      Loans that are Base Rate Loans plus two percent (2%) per annum).

           (c) Interest Payments.  Interest on Loans shall be due and payable
      in arrears on each Interest Payment Date.  If an Interest Payment Date
      falls on a date which is not a Business Day, such Interest Payment Date
      shall be deemed to be the next succeeding Business Day, except that in
      the case of Eurocurrency Loans where the next succeeding Business Day
      falls in the next succeeding calendar month, then on the next preceding
      day.

           (d) Additional Interest.  Any Loan made in British Pounds Sterling
      shall have added to the interest otherwise applicable to such Loan the
      MLA Cost associated with such Loan.  Such MLA Cost and the calculation
      thereof shall be reflected in an invoice sent by the Administrative Agent
      to the Borrower in connection with any demand for payment of such MLA
      Cost.

      3.2 PLACE AND MANNER OF PAYMENTS.

      All payments of principal, interest, fees, expenses and other amounts to
be made by a Credit Party under this Agreement shall be received not later than
3:00 p.m. on the date when due, in


                                      39



<PAGE>   46

Dollars (or, in the case of Revolving-A Loans or Letters of Credit issued in
Foreign Currency, in the applicable Foreign Currency), without set-off,
counterclaim, withholding or other reduction except as permitted in Section
3.13, and in immediately available funds, by the Administrative Agent at its
offices in Charlotte, North Carolina.  Payments received after such time shall
be deemed to have been received on the next Business Day.  The Borrower shall,
at the time it makes any payment under this Agreement, specify to the
Administrative Agent, the Loans, Letters of Credit, fees or other amounts
payable by the Borrower hereunder to which such payment is to be applied (and
in the event that it fails to specify, or if such application would be
inconsistent with the terms hereof, the Administrative Agent shall, subject to
Section 3.7, distribute such payment to the Lenders in such manner as the
Administrative Agent may deem appropriate).  The Administrative Agent will
distribute such payments to the applicable Lenders on the same Business Day if
any such payment is received prior to 3:00 p.m.; otherwise the Administrative
Agent will distribute such payment to the applicable Lenders prior to 12:00
noon on the next succeeding Business Day.  Whenever any payment hereunder shall
be stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day (subject to accrual of
interest and fees for the period of such extension), except that in the case of
Eurocurrency Loans, if the extension would cause the payment to be made in the
next following calendar month, then such payment shall instead be made on the
next preceding Business Day.

      3.3 PREPAYMENTS.

           (a) Voluntary Prepayments.  The Borrower shall have the right to
      prepay Loans in whole or in part from time to time without premium or
      penalty; provided, however, that (i) Eurocurrency Loans may only be
      prepaid on three Business Days' prior written notice to the
      Administrative Agent and any prepayment of Eurocurrency Loans will be
      subject to Section 3.14, (ii) each such partial prepayment of Loans shall
      be in the minimum principal amount of (A) $5,000,000 for Revolving Loans
      and Term Loans (and integral multiples of $1,000,000 in excess thereof)
      or with respect to Revolving-A Loans made in Foreign Currency, the U.S.
      Dollar Equivalent thereof and (B) $100,000 for Swing Line Loans (and
      integral multiples of $100,000 in excess thereof) and (iii) voluntary
      prepayments with respect to the Term Loans shall be applied pro rata
      among the remaining Principal Amortization Payments.

            (b) Mandatory Prepayments.

                 (i) Revolving-A Committed Amount; Revolving-B Committed
            Amount.  If at any time (A) the sum of the aggregate amount of
            Revolving-A Loans outstanding plus LOC Obligations outstanding plus
            Swing Line Loans outstanding exceeds the Revolving-A Committed
            Amount, or (B) the sum of Revolving-B Loans outstanding exceeds the
            Revolving-B Committed Amount, or (C) the sum of Revolving-A Loans
            made in Foreign Currency plus the LOC Obligations issued in Foreign
            Currency exceeds $100 million, the Borrower shall immediately make  
            a principal payment to the Administrative Agent in the manner and
            in an amount necessary to be in compliance with Section 2.1, 2.2 or
            2.4, as applicable.


                                      40



<PAGE>   47

                 (ii) Application of Prepayments.  All amounts required to be
            paid pursuant to Section 3.3(b)(i)(A) shall be applied first to
            Revolving-A Loans (first to Base Rate Loans and then to
            Eurocurrency Loans in direct order of Interest Period maturities),
            second to Swing Line Loans and third to a cash collateral account
            in respect of LOC Obligations.  All amounts required to be paid
            pursuant to Section 3.3(b)(i)(B) shall be applied first to Base
            Rate Loans and then to Eurocurrency Loans in direct order of
            Interest Period maturities.

      3.4  FEES.

           (a) Facility Fees.  In consideration of the Revolving-A Committed
      Amount and the Revolving-B Committed Amount being made available by the
      Lenders hereunder, the Borrower agrees to pay to the Administrative
      Agent, for the pro rata benefit of each applicable Lender (based on each
      Lender's Revolving Loan Commitment Percentage of the Revolving-A
      Committed Amount or the Revolving-B Committed Amount, as applicable), a
      fee equal to the sum of (i) the Applicable Percentage for Revolving-A
      Facility Fees on the Revolving-A Committed Amount (whether used or
      unused) and (ii) the Applicable Percentage for Revolving-B Facility Fees
      on the Revolving-B Committed Amount (whether used or unused) (the
      "Facility Fees").  The Facility Fees shall commence to accrue on the
      Effective Date and shall be due and payable in arrears on the first
      Business Day of each fiscal quarter of the Borrower (as well as on the
      Revolving-A Loan Maturity Date, the Revolving-B Loan Maturity Date and on
      any date that a Revolving Committed Amount is reduced) for the
      immediately preceding fiscal quarter (or portion thereof), beginning with
      the first of such dates to occur after the Closing Date.

            (b)  Letter of Credit Fees.

                 (i) Letter of Credit Fees.  In consideration of the issuance
            of Letters of Credit hereunder, the Borrower agrees to pay to the
            Administrative Agent for the pro rata benefit of the applicable
            Lenders (based on each Lender's Revolving Loan Commitment
            Percentage of the Revolving-A Committed Amount), a fee (the "Letter
            of Credit Fees") equal to the Applicable Percentage for the Letter
            of Credit Fees on the average daily maximum amount available to be
            drawn under each such Letter of Credit from the date of issuance
            through the date of expiration.  The Letter of Credit Fees will be
            payable in arrears on the first day of each fiscal quarter of the
            Borrower (as well as on the Revolving-A Loan Maturity Date) for the
            immediately preceding fiscal quarter (or portion thereof),
            beginning with the first of such dates to occur after the Closing
            Date.

                 (ii) Issuing Lender Fees.  In addition to the Letter of Credit
            Fees payable pursuant to subsection (i) above, the Borrower shall
            pay to an Issuing Lender for its own account, without sharing by    
            the other Lenders, (A) a fee equal to (x) if the Leverage Ratio and
            the Unsecured Senior Debt Rating provide that Pricing Level I,



                                      41


<PAGE>   48

            II, III, IV or V is applicable on the date of issuance of the
            Letter of Credit (as set forth in the definition of Applicable
            Percentage), one-eighth of one percent (.125%) per annum on the
            total sum of all Letters of Credit issued by such Issuing Lender,
            or (y) if the Leverage Ratio and the Unsecured Senior Debt Rating
            provide that Pricing Level VI is applicable on the date of issuance
            of the Letter of Credit (as set forth in the definition of
            Applicable Percentage), one-fifth of one percent (.20%) per annum
            on the total sum of all Letters of Credit issued by such Issuing
            Lender, such fee to be paid in arrears on the first day of each
            fiscal quarter of the Borrower (as well as on the Revolving-A Loan
            Maturity Date) for the immediately preceding fiscal quarter (or
            portion thereof) and (B) the customary charges from time to time to
            such Issuing Lender for its services in connection with the
            issuance, amendment, payment, transfer, administration,
            cancellation and conversion of such Letters of Credit
            (collectively, the "Issuing Lender Fees").

            (c) Administrative Fees.  The Borrower agrees to pay to the
      Administrative Agent, for its own account, an annual fee in accordance
      with the terms of the Fee Letter.

     3.5 PAYMENT IN FULL AT MATURITY.

     On (a) the Revolving-A Loan Maturity Date, the entire outstanding
principal balance of all Revolving-A Loans, all Swing Line Loans and all LOC
Obligations shall be due and payable in full, unless accelerated sooner
pursuant to Section 9.2, (b) the Revolving-B Loan Maturity Date, the entire
outstanding principal balance of all Revolving-B Loans shall be due and payable
in full, unless accelerated sooner pursuant to Section 9.2 and (c) the Term
Loan Maturity Date, the entire outstanding principal balance of all Term Loans
shall be due and payable in full, unless accelerated sooner pursuant to Section
9.2, in each case together with accrued but unpaid interest and all other sums
owing with respect thereto.

     3.6   COMPUTATIONS OF INTEREST AND FEES.

           (a) All computations of interest and fees hereunder shall be made on
      the basis of the actual number of days elapsed over a year of 360 days.
      Interest shall accrue from and include the date of borrowing (or
      continuation or conversion) but exclude the date of payment.

           (b) It is the intent of the Lenders and the Credit Parties to
      conform to and contract in strict compliance with applicable usury law
      from time to time in effect.  All agreements between the Lenders and the
      Borrower are hereby limited by the provisions of this paragraph which
      shall override and control all such agreements, whether now existing or
      hereafter arising and whether written or oral.  In no way, nor in any
      event or contingency (including but not limited to prepayment or
      acceleration of the maturity of any obligation), shall the interest
      taken, reserved, contracted for, charged, or received under this Credit
      Agreement, under the Notes or otherwise, exceed the maximum nonusurious
      amount permissible under applicable law.  If, from any possible
      construction of any of the Credit


                                      42


<PAGE>   49

      Documents or any other document, interest would otherwise be payable in
      excess of the maximum nonusurious amount, any such construction shall be
      subject to the provisions of this paragraph and such documents shall be
      automatically reduced to the maximum nonusurious amount permitted under
      applicable law, without the necessity of execution of any amendment or
      new document.  If any Lender shall ever receive anything of value which
      is characterized as interest on the Loans under applicable law and which
      would, apart from this provision, be in excess of the maximum lawful
      amount, an amount equal to the amount which would have been excessive
      interest shall, without penalty, be applied to the reduction of the
      principal amount owing on the Loans and not to the payment of interest,
      or refunded to the Borrower or the other payor thereof if and to the
      extent such amount which would have been excessive exceeds such unpaid
      principal amount of the Loans.  The right to demand payment of the Loans
      or any other indebtedness evidenced by any of the Credit Documents does
      not include the right to accelerate the payment of any interest which has
      not otherwise accrued on the date of such demand, and the Lenders do not
      intend to charge or receive any unearned interest in the event of such
      demand.  All interest paid or agreed to be paid to the Lenders with
      respect to the Loans shall, to the extent permitted by applicable law, be
      amortized, prorated, allocated, and spread throughout the full stated
      term (including any renewal or extension) of the Loans so that the amount
      of interest on account of such indebtedness does not exceed the maximum
      nonusurious amount permitted by applicable law.


      3.7  PRO RATA TREATMENT.

      Except to the extent otherwise provided herein:

           (a) Loans.  Each Loan borrowing (including, without limitation, each
      Mandatory Borrowing), each payment or prepayment of principal of any
      Loan, each payment of fees (other than the Issuing Lender Fees retained
      by an Issuing Lender for its own account and the Administrative Fees
      retained by the Administrative Agent for its own account), each reduction
      of the Revolving-A Committed Amount or the Revolving-B Committed Amount,
      and each conversion or continuation of any Loan, shall (except as
      otherwise provided in Section 3.11) be allocated pro rata among the
      relevant Lenders in accordance with the respective Revolving Loan
      Commitment Percentages or Term Loan Commitment Percentages, as
      applicable, of such Lenders (or, if the Commitments of such Lenders have
      expired or been terminated, in accordance with the respective principal
      amounts of the outstanding Loans and Participation Interests of such
      Lenders); provided that, if any Lender shall have failed to pay its
      applicable pro rata share of any Loan, then any amount to which such
      Lender would otherwise be entitled pursuant to this subsection (a) shall
      instead be payable to the Administrative Agent until the share of such
      Loan not funded by such Lender has been repaid; provided further, that in
      the event any amount paid to any Lender pursuant to this subsection (a)
      is rescinded or must otherwise be returned by the Administrative Agent,
      each Lender shall, upon the request of the Administrative Agent,
      repay to the Administrative Agent the amount so paid to such Lender, with
      interest for the period commencing on the date such payment is returned
      by the Administrative Agent until



                                      43


<PAGE>   50

      the date the Administrative Agent receives such repayment at a rate per
      annum equal to, during the period to but excluding the date two Business
      Days after such request, the Federal Funds Rate, and thereafter, the Base
      Rate plus two percent (2%) per annum; and

           (b) Letters of Credit.  Each payment of unreimbursed drawings in
      respect of LOC Obligations shall be allocated to each LOC Participant pro
      rata in accordance with its Revolving Loan Commitment Percentage;
      provided that, if any LOC Participant shall have failed to pay its
      applicable pro rata share of any drawing under any Letter of Credit, then
      any amount to which such LOC Participant would otherwise be entitled
      pursuant to this subsection (b) shall instead be payable to the
      applicable Issuing Lender until the share of such unreimbursed drawing
      not funded by such Lender has been repaid; provided further, that in the
      event any amount paid to any LOC Participant pursuant to this subsection
      (b) is rescinded or must otherwise be returned by such Issuing Lender,
      each LOC Participant shall, upon the request of such Issuing Lender,
      repay to the Administrative Agent for the account of such Issuing Lender
      the amount so paid to such LOC Participant, with interest for the period
      commencing on the date such payment is returned by such Issuing Lender
      until the date such Issuing Lender receives such repayment at a rate per
      annum equal to, during the period to but excluding the date two Business
      Days after such request, the Federal Funds Rate, and thereafter, the Base
      Rate plus two percent (2%) per annum.

      3.8 SHARING OF PAYMENTS.

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



                                      44



<PAGE>   51

Agent shall fail to remit to an Agent or any other Lender an amount payable by
such Lender or such Agent to such Agent or such other Lender pursuant to this
Credit Agreement on the date when such amount is due, such payments shall be
made together with interest thereon for each date from the date such amount is
due until the date such amount is paid to such Agent or such other Lender at a
rate per annum equal to the Federal Funds Rate.  If under any applicable
bankruptcy, insolvency or other similar law, any Lender receives a secured
claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall,
to the extent practicable, exercise its rights in respect of such secured claim
in a manner consistent with the rights of the Lenders under this Section 3.8 to
share in the benefits of any recovery on such secured claim.

     3.9 CAPITAL ADEQUACY.

     If, after the date hereof, any Lender has determined that the adoption or
the becoming effective of, or any change in, or any change by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof in the interpretation or administration of, any
applicable law, rule or regulation regarding capital adequacy, or compliance by
such Lender, or its parent corporation, with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on such Lender's (or parent corporation's) capital
or assets as a consequence of its commitments or obligations hereunder to a
level below that which such Lender, or its parent corporation, could have
achieved but for such adoption, effectiveness, change or compliance (taking
into consideration such Lender's (or parent corporation's) policies with
respect to capital adequacy), then, upon notice from such Lender to the
Borrower, the Borrower shall be obligated to pay to such Lender such additional
amount or amounts as will compensate such Lender on an after-tax basis (after
taking into account applicable deductions and credits in respect of the amount
indemnified) for such reduction.  Each determination by any such Lender of
amounts owing under this Section shall, absent manifest error, be conclusive
and binding on the parties hereto.  This covenant shall survive the termination
of this Credit Agreement and the payment of the Loans and all other amounts
payable hereunder.


     3.10  INABILITY TO DETERMINE EUROCURRENCY RATE OR MAKE LOANS IN FOREIGN
           CURRENCY.

     If the Administrative Agent shall have determined in good faith (which
determination shall be conclusive and binding upon the Borrower) that, (a) by
reason of circumstances affecting the relevant market, adequate and reasonable
means do not exist for ascertaining the Eurocurrency Rate or (b) Loans cannot
be made in a Foreign Currency, the Administrative Agent shall give telecopy or
telephonic notice thereof to the Borrower and the Lenders as soon as
practicable thereafter, and will also give prompt written notice to the
Borrower when such conditions no longer exist.  If such notice is given in
connection with (a) above (i) any Eurocurrency Loans requested to be made on
the first day of such Interest Period shall be made as Base Rate Loans, (ii)
any Loans that were to have been converted on the first day of such Interest
Period to or continued as Eurocurrency Loans shall be converted to or continued
as Base Rate Loans and (iii) any outstanding Eurocurrency Loans shall be 
converted, on the first day of such Interest Period, to Base Rate Loans.  Until
such notice



                                      45



<PAGE>   52

has been withdrawn by the Administrative Agent, no further Eurocurrency Loans
shall be made or continued as such, nor shall the Borrower have the right to
convert Base Rate Loans to Eurocurrency Loans.  If such notice is given in
connection with (b) above, any request for a Loan in such Foreign Currency
shall be a request for such loan to be made in Dollars.

     3.11 ILLEGALITY.

     Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application
thereof occurring after the Closing Date shall make it unlawful for any Lender
to make or maintain Eurocurrency Loans as contemplated by this Credit
Agreement, (a) such Lender shall promptly give written notice of such
circumstances to the Borrower and the Administrative Agent (which notice shall
be withdrawn whenever such circumstances no longer exist), (b) the commitment
of such Lender hereunder to make Eurocurrency Loans, continue Eurocurrency
Loans as such and convert a Base Rate Loan to Eurocurrency Loans shall
forthwith be canceled and, until such time as it shall no longer be unlawful
for such Lender to make or maintain Eurocurrency Loans, such Lender shall then
have a commitment only to make a Base Rate Loan when a Eurocurrency Loan is
requested and (c) such Lender's Loans then outstanding as Eurocurrency Loans,
if any, shall be converted automatically to Base Rate Loans on the respective
last days of the then current Interest Periods with respect to such Loans or
within such earlier period as required by law.  If any such conversion of a
Eurocurrency Loan occurs on a day which is not the last day of the then current
Interest Period with respect thereto, the Borrower shall pay to such Lender
such amounts, if any, as may be required pursuant to Section 3.14; provided,
however, that no such conversion shall be required to occur before the end of
an Interest Period unless otherwise required by law.

     3.12 REQUIREMENTS OF LAW.

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

           (a) shall subject such Lender to any tax of any kind whatsoever with
      respect to any Letter of Credit, any Eurocurrency Loans made by it or its
      obligation to make Eurocurrency Loans, or change the basis of taxation of
      payments to such Lender in respect thereof (except for Non-Excluded Taxes
      covered by Section 3.13 (including Non-Excluded Taxes imposed solely by
      reason of any failure of such Lender to comply with its obligations under
      Section 3.13(b)) and changes in taxes measured by or imposed upon the
      overall net income, or franchise tax (imposed in lieu of such net income
      tax), of such Lender or its applicable lending office, branch, or any
      affiliate thereof);

           (b) shall impose, modify or hold applicable any reserve, special
      deposit, compulsory loan or similar requirement against assets held by,
      deposits or other liabilities in


                                      46



<PAGE>   53

      or for the account of, advances, loans or other extensions of credit by,
      or any other acquisition of funds by, any office of such Lender which is
      not otherwise included in the determination of the Eurocurrency Rate
      hereunder; or

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

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting
into, continuing or maintaining Eurocurrency Loans or issuing or participating
in Letters of Credit or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, upon notice to the Borrower from such Lender,
through the Administrative Agent, in accordance herewith, the Borrower shall be
obligated to promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender on an after-tax basis (after taking into
account applicable deductions and credits in respect of the amount indemnified)
for such increased cost or reduced amount receivable, provided that, in any
such case, the Borrower may elect to convert the Eurocurrency Loans made by
such Lender hereunder to Base Rate Loans by giving the Administrative Agent at
least one Business Day's notice of such election, in which case the Borrower
shall promptly pay to such Lender, upon demand, without duplication, such
amounts, if any, as may be required pursuant to Section 3.14; provided,
however, that no such conversion shall be required to occur before the end of
an Interest Period unless otherwise required by law.  If any Lender becomes
entitled to claim any additional amounts pursuant to this Section 3.12, it
shall provide prompt notice thereof to the Borrower, through the Administrative
Agent, certifying (x) that one of the events described in this Section 3.12 has
occurred and describing in reasonable detail the nature of such event, (y) as
to the increased cost or reduced amount resulting from such event and (z) as to
the additional amount demanded by such Lender and a reasonably detailed
explanation of the calculation thereof.  Such a certificate as to any
additional amounts payable pursuant to this Section 3.12 submitted by such
Lender, through the Administrative Agent, to the Borrower shall be conclusive
and binding on the parties hereto in the absence of manifest error.  This
covenant shall survive the termination of this Credit Agreement and the payment
of the Loans and all other amounts payable hereunder.

      3.13 TAXES.

           (a) Except as provided below in this Section 3.13, all payments made
      by the Borrower under this Credit Agreement and any Notes shall be made
      free and clear of, and without deduction or withholding for or on account
      of, any present or future income, stamp or other taxes, levies, imposts,
      duties, charges, fees, deductions or withholdings, now or hereafter
      imposed, levied, collected, withheld or assessed by any court, or
      governmental body, agency or other official, excluding taxes measured by
      or imposed upon the overall net income of any Lender or its applicable
      lending office, or any branch or affiliate thereof, and all franchise
      taxes, branch taxes, taxes on doing business or taxes on the overall
      capital or net worth of any Lender or its applicable lending office, or
      any branch or affiliate thereof, in each case imposed in lieu of net      
      income taxes: (i) by the jurisdiction under the laws of which such
      Lender, applicable lending office, branch or affiliate is organized or is
      located,


                                      47



<PAGE>   54

      or in which its principal executive office is located, or any nation
      within which such jurisdiction is located or any political subdivision
      thereof; or (ii) by reason of any connection between the jurisdiction
      imposing such tax and such Lender, applicable lending office, branch or
      affiliate other than a connection arising solely from such Lender having
      executed, delivered or performed its obligations, or received payment
      under or enforced, this Credit Agreement or any Notes.  If any such
      non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
      withholdings ("Non-Excluded Taxes") are required to be withheld from any
      amounts payable to an Agent or any Lender hereunder or under any Notes,
      (A) the amounts so payable to an Agent or such Lender shall be increased
      to the extent necessary to yield to an Agent or such Lender (after
      payment of all Non-Excluded Taxes) interest or any such other amounts
      payable hereunder at the rates or in the amounts specified in this Credit
      Agreement and any Notes, provided, however, that the Borrower shall be
      entitled to deduct and withhold any Non-Excluded Taxes and shall not be
      required to increase any such amounts payable to any Lender that is not
      organized under the laws of the United States of America or a state
      thereof if such Lender fails to comply with the requirements of paragraph
      (b) of this Section 3.13 whenever any Non-Excluded Taxes are payable by
      the Borrower, and (B) as promptly as possible after requested the
      Borrower shall send to such Agent for its own account or for the account
      of such Lender, as the case may be, a certified copy of an original
      official receipt received by the Borrower showing payment thereof.  If
      the Borrower fails to pay any Non-Excluded Taxes when due to the
      appropriate taxing authority or fails to remit to the Administrative
      Agent the required receipts or other required documentary evidence, the
      Borrower shall indemnify the Agents and any Lender for any incremental
      taxes, interest or penalties that may become payable by an Agent or any
      Lender as a result of any such failure.  The agreements in this
      subsection shall survive the termination of this Credit Agreement and the
      payment of the Loans and all other amounts payable hereunder.

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

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

                     (B) deliver to the Borrower and the Administrative Agent 
            two further copies of any such form or certification on or before   
            the date that any such form or certification expires or becomes
            obsolete and after the occurrence of any



                                      48



<PAGE>   55

            event requiring a change in the most recent form previously 
            delivered by it to the Borrower; and

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

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

      Notwithstanding the above, if any change in treaty, law or regulation has
      occurred after the date such Person becomes a Lender hereunder which
      renders all such forms inapplicable or which would prevent such Lender
      from duly completing and delivering any such form with respect to it and
      such Lender so advises the Borrower and the Administrative Agent then
      such Lender shall be exempt from such requirements.  Each Person that
      shall become a Lender or a participant of a Lender pursuant to Section
      11.3 shall, upon the effectiveness of the related transfer, be required
      to provide all of the forms, certifications and statements required
      pursuant to this subsection (b); provided that in the case of a
      participant of a Lender, the obligations of such participant of a Lender
      pursuant to this subsection (b) shall be determined as if the participant
      of a Lender were a Lender except that such participant of a Lender shall
      furnish all such required forms, certifications and statements to the
      Lender from which the related participation shall have been purchased.



                                      49


<PAGE>   56

     3.14 COMPENSATION.

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

     3.15 SUBSTITUTION OF LENDER; RELOCATION.

     In the event a Lender makes a request to the Borrower for compensation in
accordance with Section 3.9, 3.11 3.12, 3.13 or 3.14, or due to any of the
circumstances described in any of such Sections, claims it is unable to make or
maintain Eurocurrency Loans, then, provided that no Event of Default has
occurred and is continuing at such time, the Borrower may, at its option either

           (a) at its own expense (such expense to include any transfer fee
      payable to the Administrative Agent under Section 11.3(b) and any expense
      pursuant to Section 3.14), and in its sole discretion require such Lender
      to transfer and assign in whole (but not in part), without recourse (in
      accordance with and subject to the terms and conditions of Section
      11.3(b), all of its interests, rights and obligations under this Credit
      Agreement to an assignee (which is reasonably acceptable to the Required
      Lenders) which shall assume such assigned obligations (which assignee may
      be another Lender, if a Lender accepts such assignment); provided that
      (i) such assignment shall not conflict with any law, rule or regulation
      or order of any court or other governmental authority, and (ii) the
      Borrower or such assignee shall have paid to the assigning Lender in
      immediately available funds the principal of and interest accrued to the
      date of such payment on the portion of the Loans hereunder held by such
      assigning Lender and all other amounts owed to such assigning Lender
      hereunder, or

           (b) request that such Lender use its reasonable efforts (consistent
      with legal and regulatory restrictions) to avoid the need for paying such
      compensation or such inability,



                                      50


<PAGE>   57

      including changing the jurisdiction of its applicable lending office;     
      provided, however, that the taking of such action would not, in the sole
      judgment of such Lender, be disadvantageous to such Lender and provided
      further that, if and to the extent the Borrower shall make the request
      described in this paragraph (b) and such request shall be denied, such
      denial shall not preclude the Borrower from exercising its rights under
      paragraph (a) above.

      3.16 ALL BORROWERS TREATED EQUALLY.

      Each Lender agrees that it will not make a request for compensation
pursuant to any of Sections 3.9, 3.11, 3.12, 3.13 or 3.14, or claim it is
unable to make or maintain Eurocurrency Loans, unless such Lender at such time
is making a similar claim for compensation or inability of all its borrowers
which are similarly situated.


                                  SECTION 4
                                   GUARANTY

      4.1 GUARANTY OF PAYMENT.

      Subject to Section 4.7 below, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Lender, each Affiliate of Lender
that enters into a Hedging Agreement or that actually makes a Loan hereunder,
and the Agents the prompt payment of the Credit Party Obligations in full when
due (whether at stated maturity, as a mandatory prepayment, by acceleration or
otherwise).  The Guarantors additionally, jointly and severally,
unconditionally guarantee to each Lender, each Affiliate of a Lender that
enters into a Hedging Agreement or that actually makes a Loan hereunder, and
the Agents the timely performance of all other obligations under the Credit
Documents and such Hedging Agreements. This Guaranty is a guaranty of payment
and not of collection and is a continuing guaranty and shall apply to all
Credit Party Obligations whenever arising.

      4.2 OBLIGATIONS UNCONDITIONAL.
      
      The obligations of the Guarantors hereunder are absolute and
unconditional, irrespective of the value, genuineness, validity, regularity or
enforceability of any of the Credit Documents or the Hedging Agreements, or any
other agreement or instrument referred to therein, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever
which might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor.  Each Guarantor agrees that this Guaranty may be enforced
by the Lenders without the necessity at any time of resorting to or exhausting
any security or collateral and without the necessity at any time of having
recourse to the Notes or any other of the Credit Documents or any collateral,
if any, hereafter securing the Credit Party Obligations or otherwise and each
Guarantor hereby waives the right to require the Lenders to proceed against the
Borrower or any other Person (including a co-guarantor) or to require the       
Lenders to pursue any other remedy or enforce any other right.  Each Guarantor
further agrees that it shall have no right of subrogation, indemnity,
reimbursement or



                                      51



<PAGE>   58

contribution against the Borrower or any other Guarantor of the Credit Party
Obligations for amounts paid under this Guaranty until such time as the Lenders
(and any Affiliates of Lenders entering into Hedging Agreements or that
actually makes a Loan hereunder) have been paid in full, all Commitments under
the Credit Agreement have been terminated and no Person or Governmental
Authority shall have any right to request any return or reimbursement of funds
from the Lenders in connection with monies received under the Credit Documents.
Each Guarantor further agrees that nothing contained herein shall prevent the
Lenders from suing on the Notes or any of the other Credit Documents or any of
the Hedging Agreements or foreclosing its security interest in or Lien on any
collateral, if any, securing the Credit Party Obligations or from exercising
any other rights available to it under this Credit Agreement, the Notes, any
other of the Credit Documents, or any other instrument of security, if any, and
the exercise of any of the aforesaid rights and the completion of any
foreclosure proceedings shall not constitute a discharge of any of any
Guarantor's obligations hereunder; it being the purpose and intent of each
Guarantor that its obligations hereunder shall be absolute, independent and
unconditional under any and all circumstances.  Neither any Guarantor's
obligations under this Guaranty nor any remedy for the enforcement thereof
shall be impaired, modified, changed or released in any manner whatsoever by an
impairment, modification, change, release or limitation of the liability of the
Borrower or by reason of the bankruptcy or insolvency of the Borrower.  Each
Guarantor waives any and all notice of the creation, renewal, extension or
accrual of any of the Credit Party Obligations and notice of or proof of
reliance of by any Agent or any Lender upon this Guaranty or acceptance of this
Guaranty.  The Credit Party Obligations, and any of them, shall conclusively be
deemed to have been created, contracted or incurred, or renewed, extended,
amended or waived, in reliance upon this Guaranty.  All dealings between the
Borrower and any of the Guarantors, on the one hand, and the Agents and the
Lenders, on the other hand, likewise shall be conclusively presumed to have
been had or consummated in reliance upon this Guaranty.

     4.3   MODIFICATIONS.

     Each Guarantor agrees that (a) all or any part of the security which
hereafter may be held for the Credit Party Obligations, if any, may be
exchanged, compromised or surrendered from time to time; (b) the Lenders shall
not have any obligation to protect, perfect, secure or insure any such security
interests, liens or encumbrances which hereafter may be held, if any, for the
Credit Party Obligations or the properties subject thereto; (c) the time or
place of payment of the Credit Party Obligations may be changed or extended, in
whole or in part, to a time certain or otherwise, and may be renewed or
accelerated, in whole or in part; (d) the Borrower and any other party liable
for payment under the Credit Documents may be granted indulgences generally;
(e) any of the provisions of the Notes or any of the other Credit Documents may
be modified, amended or waived; (f) any party (including any co-guarantor)
liable for the payment thereof may be granted indulgences or be released; and
(g) any deposit balance for the credit of the Borrower or any other party
liable for the payment of the Credit Party Obligations or liable upon any
security therefor may be released, in whole or in part, at, before or after the
stated, extended or accelerated maturity of the Credit Party Obligations, all
without notice to or further assent by such Guarantor, which shall remain 
bound thereon, notwithstanding any such exchange, compromise, surrender, 
extension, renewal, acceleration, modification, indulgence or release.



                                      52


<PAGE>   59

     4.4 WAIVER OF RIGHTS.

     Each Guarantor expressly waives to the fullest extent permitted by
applicable law:  (a) notice of acceptance of this Guaranty by the Lenders and
of all extensions of credit to the Borrower by the Lenders; (b) presentment and
demand for payment or performance of any of the Credit Party Obligations; (c)
protest and notice of dishonor or of default (except as specifically required
in the Credit Agreement) with respect to the Credit Party Obligations or with
respect to any security therefor; (d) notice of the Lenders obtaining,
amending, substituting for, releasing, waiving or modifying any security
interest, lien or encumbrance, if any, hereafter securing the Credit Party
Obligations, or the Lenders' subordinating, compromising, discharging or
releasing such security interests, liens or encumbrances, if any; (e) all other
notices to which such Guarantor might otherwise be entitled; and (f) demand for
payment under this Guaranty.

     4.5 REINSTATEMENT.

     The obligations of the Guarantors under this Section 4 shall be
automatically reinstated if and to the extent that for any reason any payment
by or on behalf of any Person in respect of the Credit Party Obligations is
rescinded or must be otherwise restored by any holder of any of the Credit
Party Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and each Guarantor agrees that it will indemnify
the Agents and each Lender on demand for all reasonable, documented costs and
expenses (including, without limitation, reasonable, documented fees of
counsel) incurred by an 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.

     4.6 REMEDIES.

     The Guarantors agree that, as between the Guarantors, on the one hand, and
the Agents and the Lenders, on the other hand, the Credit Party Obligations may
be declared to be forthwith due and payable as provided in Section 9.2 (and
shall be deemed to have become automatically due and payable in the
circumstances provided in Section 9.2) notwithstanding any stay, injunction or
other prohibition preventing such declaration (or preventing such Credit Party
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or such Credit Party
Obligations being deemed to have become automatically due and payable), such
Credit Party Obligations (whether or not due and payable by any other Person)
shall forthwith become due and payable by the Guarantors.  The Guarantors
acknowledge and agree that, during any Collateral Period, their obligations
hereunder shall be secured in accordance with the terms of the Collateral
Documents and that, during any such Collateral Period, the Lenders may exercise
their remedies thereunder in accordance with the terms thereof.


                                      53


<PAGE>   60


     4.7 LIMITATION OF GUARANTY.

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

     4.8 RIGHTS OF CONTRIBUTION.

     The Credit Parties agree among themselves that, in connection with
payments made hereunder, each Credit Party shall have contribution rights
against the other Credit Parties as permitted under applicable law.  Such
contribution rights shall be subordinate and subject in right of payment to the
obligations of the Credit Parties under the Credit Documents and no Credit
Party shall exercise such rights of contribution until all Credit Party
Obligations have been paid in full and the Commitments terminated.

                                   SECTION 5
                              CONDITIONS PRECEDENT

     5.1 CLOSING CONDITIONS.

     The obligation of the Lenders to enter into this Credit Agreement and make
the initial Extension of Credit is subject to satisfaction of the following
conditions:

           (a) Executed Credit Documents.  Receipt by the Administrative Agent
      of duly executed copies of:  (i) this Credit Agreement; (ii) the Notes;
      (iii) the Pledge Agreements; and (iv) all other Credit Documents, each in
      form and substance reasonably acceptable to the Agents in their sole
      discretion.

           (b) Corporate Documents.  Receipt by the Administrative Agent of the
      following:

                 (i) Charter Documents.  Copies of the articles or certificates
            of incorporation or other charter documents of each Credit Party
            certified to be true and complete as of a recent date by the
            appropriate Governmental Authority of the state or other
            jurisdiction of its incorporation and certified by a secretary or
            assistant secretary of such Credit Party to be true and correct as
            of the Effective Date.

                 (ii) Bylaws.  A copy of the bylaws of each Credit Party
            certified by a secretary or assistant secretary of such Credit
            Party to be true and correct as of the Effective Date.



                                      54



<PAGE>   61

                 (iii) Resolutions.  Copies of resolutions of the Board of
            Directors of each Credit Party approving and adopting the Credit
            Documents to which it is a party, the transactions contemplated
            therein and authorizing execution and delivery thereof,  certified
            by a secretary or assistant secretary of such Credit Party to be
            true and correct and in force and effect as of the Effective Date.

                 (iv)  Good Standing.  Copies of (A) certificates of good
            standing, existence or its equivalent with respect to each Credit
            Party certified as of a recent date by the appropriate Governmental
            Authorities of the state or other jurisdiction of incorporation and
            each other jurisdiction in which the failure to so qualify and be
            in good standing would reasonably be expected to have a Material
            Adverse Effect on the business or operations of a Credit Party in
            such jurisdiction and (B) to the extent available and not otherwise
            covered by the certificate described in subclause (A), a
            certificate indicating payment of all corporate franchise taxes
            certified as of a recent date by the appropriate governmental
            taxing authorities.

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

            (c) Opinion of Counsel.  Receipt by the Administrative Agent of an
      opinion, or opinions (which shall cover, among other things, authority,
      legality, validity, binding effect, and enforceability), reasonably
      satisfactory to the Administrative Agent, addressed to the Administrative
      Agent on behalf of the Lenders and dated as of the Effective Date, from
      domestic legal counsel to the Credit Parties.

            (d) Financial Statements.  Receipt by the Administrative Agent and
      the Lenders of the consolidated financial statements of the Borrower and
      its Subsidiaries, including balance sheets and income and cash flow
      statements, for the fiscal years ended December 31, 1995 and December 31,
      1996 as summarized on the Borrower's Form 10-K filed with the Commission
      for each of such years.

            (e) Litigation.  There shall not exist any pending or threatened
      action, suit, investigation or proceeding against a Credit Party or any
      of its Subsidiaries of which an authorized officer of the Borrower has
      knowledge that would have or would reasonably be expected to have a
      Material Adverse Effect.

            (f) Officer's Certificates.  The Administrative Agent shall have
      received a certificate or certificates executed by a Financial Officer of
      the Borrower on behalf of the Borrower and its Subsidiaries as of the
      Effective Date stating that (i) the Borrower and each of the Borrower's
      Subsidiaries are in compliance with all existing financial obligations,
      if the failure to comply with same would have or would be reasonably      
      expected to have a Material Adverse Effect, (ii) no action, suit,
      investigation or proceeding is pending or, to such Financial Officer's
      knowledge, threatened in any court or before any arbitrator or



                                      55

<PAGE>   62

     governmental instrumentality that purports to effect the Borrower, any of  
     the Borrower's Subsidiaries or any transaction contemplated by the Credit
     Documents, if such action, suit, investigation or proceeding would have or
     would be reasonably expected to have a Material Adverse Effect, (iii) the
     financial statements and information delivered to the Administrative Agent
     on or before the Effective Date were prepared in good faith and using
     reasonable assumptions and (iv) immediately after giving effect to this
     Credit Agreement, the other Credit Documents and all the transactions
     contemplated therein to occur on such date, (A) no Default or Event of
     Default exists, (B) all representations and warranties contained herein
     and in the other Credit Documents, specifically including the
     representation made in Section 6.20, are true and correct in all material
     respects on and as of the date made, and (C) the Credit Parties are in
     compliance with each of the financial covenants set forth in Section 7.2.

           (g) Fees and Expenses.  Payment by the Credit Parties of all fees
     and expenses owed by them to the Lenders and the Agents.

           (h) Existing Credit Agreement.  Receipt by the Administrative Agent
     of evidence that all obligations under the Existing Credit Agreement have
     been paid in full and all commitments thereunder terminated.

           (i) Material Adverse Change.  There shall not have occurred (unless
     disclosed by the Borrower in the Form 10-Q of the Borrower filed with the
     Commission for the quarter ended June 30, 1997) a material adverse change
     since December 31, 1996 in the business, assets, operations, condition
     (financial or otherwise) or prospects of the Borrower and its
     Subsidiaries or in the facts and information regarding such entities.
     Each of the Administrative Agent and each Lender hereby acknowledges and
     agrees that no information disclosed pursuant to such Form 10-Q in and of
     itself constitutes a material adverse change.

           (j) Other.  Receipt by the Lenders of such other documents, 
instruments, agreements or information as reasonably and timely requested by 
any Lender.

     5.2 CONDITIONS TO ALL EXTENSIONS OF CREDIT.

     In addition to the conditions precedent stated elsewhere herein, the
Lenders shall not be obligated to make new Loans nor shall an Issuing Lender be
required to issue or extend a Letter of Credit unless:

           (a) Notice.  The Borrower shall have delivered (i) in the case of
     any new Revolving Loan, a Notice of Borrowing, duly executed and
     completed, by the time specified in Section 2.5, (ii) in the case of any
     Swing Line Loan, a Swing Line Loan Request, duly executed and completed,
     by the time specified in Section 2.3, and (iii) in the case of any Letter
     of Credit, to the applicable Issuing Lender an appropriate request for
     issuance in accordance with the provisions of Section 2.2;



                                      56


<PAGE>   63

           (b) Representations and Warranties.  The representations and
      warranties made by the Credit Parties in any Credit Document are true and
      correct in all material respects at and as if made as of such date except
      to the extent they expressly relate to an earlier date;

           (c) No Default.  No Default or Event of Default shall exist or be
      continuing either prior to or after giving effect thereto;

           (d) Availability.  Immediately after giving effect to the making of
      a Revolving-A Loan or a Swing Line Loan (and, in each case, the
      application of the proceeds thereof) or to the issuance of a Letter of
      Credit, as the case may be, the sum of the Revolving-A Loans outstanding
      plus LOC Obligations outstanding plus Swing Line Loans outstanding shall
      not exceed the Revolving-A Commitment Amount.  Immediately after giving
      effect to the making of a Revolving-B Loan (and the application of the
      proceeds thereof) the sum of Revolving-B Loans outstanding shall not
      exceed the Revolving-B Commitment Amount.

The delivery of each Notice of Borrowing, Swing Line Loan Request and each
request for a Letter of Credit shall constitute a representation and warranty
by the Borrower of the correctness of the matters specified in subsections (b),
(c) and (d) above.

                                   SECTION 6
                         REPRESENTATIONS AND WARRANTIES

     The Credit Parties hereby represent to the Agents and each Lender that:

     6.1   FINANCIAL CONDITION.

           (a) The financial statements delivered to the Lenders prior to the
      Effective Date and pursuant to Section 7.1(a) and (b):  (i) have been
      prepared in accordance with GAAP and (ii) present fairly in all material
      respects the consolidated financial condition, results of operations and
      cash flows of the Credit Parties and their Subsidiaries as of such date
      and for such periods.

           (b) Since December 31, 1996, there has been no sale, transfer or
      other disposition by any Credit Party or any of their Subsidiaries of any
      material part of the business or property of the Credit Parties, taken as
      a whole, and no purchase or other acquisition by any of them of any
      business or property (including any capital stock of any other Person)
      material in relation to the consolidated financial condition of the
      Credit Parties, taken as a whole, in each case, which, is not (i)
      reflected in the most recent financial statements delivered to the
      Lenders pursuant to Section 7.1 or in the notes thereto or (ii) otherwise
      permitted by the terms of this Credit Agreement and communicated to the
      Administrative Agent.




                                      57


<PAGE>   64

     6.2 NO MATERIAL CHANGE.

     Since the Effective Date, there has been no development or event relating
to or affecting a Credit Party or any of their Subsidiaries which has had or
would be reasonably expected to have a Material Adverse Effect.

     6.3 ORGANIZATION AND GOOD STANDING.

     Each Credit Party and each of its Subsidiaries (a) is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
(or other jurisdiction) of its incorporation, (b) is duly qualified and in good
standing as a foreign corporation and authorized to do business in every
jurisdiction unless the failure to be so qualified, in good standing or
authorized would not be reasonably expected to have a Material Adverse Effect
and (c) has the requisite corporate power and authority to own its properties
and to carry on its business as now conducted and as proposed to be conducted.

     6.4 DUE AUTHORIZATION.

     Each Credit Party (a) has the requisite corporate power and authority to
execute, deliver and perform this Credit Agreement and the other Credit
Documents to which it is a party and to incur the obligations herein and
therein provided for and (b) is duly authorized to, and has been authorized by
all necessary corporate action, to execute, deliver and perform this Credit
Agreement and the other Credit Documents to which it is a party.

     6.5 NO CONFLICTS.

     Neither the execution and delivery of the Credit Documents, nor the
consummation of the transactions contemplated therein, nor performance of and
compliance with the terms and provisions thereof by such Credit Party will (a)
violate or conflict with any provision of its articles or certificate of
incorporation or bylaws, (b) violate, contravene or materially conflict with
any Requirement of Law or any other law, regulation (including, without
limitation, Regulation U or Regulation X), order, writ, judgment, injunction,
decree or permit applicable to it, if such violation would have or would be
reasonably expected to have a Material Adverse Effect, (c) violate, contravene
or conflict with contractual provisions of, or cause an event of default under,
any indenture, loan agreement, mortgage, deed of trust, contract or other
agreement or instrument to which it is a party or by which it may be bound, the
violation of which would have or would be reasonably expected to have a
Material Adverse Effect, or (d) result in or require the creation of any Lien
(other than those contemplated in or created in connection with the Credit
Documents) upon or with respect to its properties.


     6.6 CONSENTS.

     Except for consents, approvals and authorizations which have been
obtained, and unless the failure to obtain any such consents, approvals or
authorizations would not have or be reasonably


                                      58



<PAGE>   65

expected to have a Material Adverse Effect, no consent, approval, authorization
or order of, or filing, registration or qualification with, any court or
Governmental Authority or third party in respect of any Credit Party is
required in connection with the execution, delivery or performance of this
Credit Agreement or any of the other Credit Documents by such Credit Party.

     6.7 ENFORCEABLE OBLIGATIONS.

     This Credit Agreement and the other Credit Documents have been duly
executed and delivered and constitute legal, valid and binding obligations of
each Credit Party enforceable against such Credit Party in accordance with
their respective terms, except as may be limited by bankruptcy or insolvency
laws or similar laws affecting creditors' rights generally or by general
equitable principles.

     6.8 NO DEFAULT.

     No Credit Party, nor any of its Subsidiaries, is in default in any respect
under any contract, lease, loan agreement, indenture, mortgage, security
agreement or other agreement or obligation to which it is a party or by which
any of its properties is bound which default would have or would be reasonably
expected to have a Material Adverse Effect.  No Default or Event of Default has
occurred or exists except as previously disclosed in writing to the Lenders.

     6.9 OWNERSHIP.

     Each Credit Party, and each of its Subsidiaries, is the owner of, and has
good and marketable title to, all of its respective assets (other than those
assets consisting of leasehold estates) and none of such assets is subject to
any Lien other than Permitted Liens.

     6.10 INDEBTEDNESS.

     The Credit Parties and their Subsidiaries have no Indebtedness except (a)
as disclosed in the financial statements referenced in Section 6.1, (b) as set
forth on Schedule 6.10 and (c) as otherwise permitted by this Credit Agreement.

     6.11 LITIGATION.

     There are no actions, suits or legal, equitable, arbitration or
administrative proceedings, pending or, to the knowledge of any Credit Party,
threatened against, the Borrower or any of its Subsidiaries which would have or
would be reasonably expected to have a Material Adverse Effect.

     6.12 TAXES.

     Each Credit Party, and each of its Subsidiaries, has filed, or caused to
be filed, all tax returns (federal, state, local and foreign) required to be
filed (except those for which an extension is in full force and effect) and
paid (a) all amounts of taxes shown thereon to be due (including




                                      59


<PAGE>   66

interest and penalties) and (b) all other taxes, fees, assessments and other
governmental charges (including mortgage recording taxes, documentary stamp
taxes and intangibles taxes) owing by it, except for such taxes (i) which are
not yet delinquent or (ii) that are being contested in good faith and by proper
proceedings, and against which adequate reserves are being maintained in
accordance with GAAP.  No Credit Party is aware of any proposed tax assessments
against it.

      6.13 COMPLIANCE WITH LAW.

      Each Credit Party, and each of its Subsidiaries, is in compliance with all
Requirements of Law and all other laws, rules, regulations, orders and decrees
(including without limitation Environmental Laws) applicable to it, or to its
properties, unless such failure to comply would not have or would not be
reasonably expected to have a Material Adverse Effect.

      6.14 ERISA.

      Except as would not result or be reasonably expected to result in a
Material Adverse Effect:

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

           (b) The actuarial present value of all "benefit liabilities" under
      each Single Employer Plan (determined within the meaning of Section
      401(a)(2) of the Code, utilizing the actuarial assumptions used to fund
      such Plans), whether or not vested, did not, as of the last annual
      valuation date prior to the date on which this representation is made or
      deemed made, exceed the current value of the assets of such Plan
      allocable to such accrued liabilities.

           (c) Neither the Borrower, nor any of its Subsidiaries nor any ERISA
      Affiliate has incurred, or, to the best knowledge of the Credit Parties,
      are reasonably expected to incur, any withdrawal liability under ERISA to
      any Multiemployer Plan or Multiple Employer Plan.  Neither the Borrower,
      nor any of its Subsidiaries nor any ERISA Affiliate has received any
      notification that any Multiemployer Plan is in reorganization (within the
      meaning of Section 4241 of ERISA), is insolvent (within the meaning of
      Section 4245 of ERISA), or has been terminated (within the meaning of     
      Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge
      of the Credit Parties, reasonably expected to be in reorganization,
      insolvent, or terminated.



                                      60


<PAGE>   67

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

           (e) The present value (determined using actuarial and other
      assumptions which are reasonable with respect to the benefits provided
      and the employees participating) of the liability of the Borrower and its
      Subsidiaries and each ERISA Affiliate for post-retirement welfare
      benefits to be provided to their current and former employees under Plans
      which are welfare benefit plans (as defined in Section 3(1) of ERISA),
      net of all assets under all such Plans allocable to such benefits, are
      reflected on the financial statements referenced in Section 6.1 in
      accordance with FASB 106.

           (f) Each Plan which is a welfare plan (as defined in Section 3(1) of
      ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code
      apply has been administered in compliance in all material respects with
      such sections.

      6.15 SUBSIDIARIES.

      Set forth on Schedule 6.15 is a complete and accurate list of all
Subsidiaries of each Credit Party.  During any Collateral Period, information
on Schedule 6.15 shall be amended to include jurisdiction of incorporation, the
number of shares of each class of capital stock or other equity interests
outstanding, the number and percentage of outstanding shares of each class
owned (directly or indirectly) by such Credit Party; and the number and effect,
if exercised, of all outstanding options, warrants, rights of conversion or
purchase and all other similar rights with respect thereto.  The outstanding
capital stock and other equity interests of all such Subsidiaries is validly
issued, fully paid and non-assessable, except as indicated otherwise on such
Schedule 6.15, and is owned by each such Credit Party, directly or indirectly,
free and clear of all Liens (other than those arising under or contemplated in
connection with the Credit Documents).  Such amended Schedule 6.15 also will
set forth whether any Credit Party or any Subsidiary thereof has outstanding
any securities convertible into or exchangeable for its capital stock or if any
such Person has outstanding any rights to subscribe for or to purchase, or any
options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its capital stock. Schedule 6.15 may be updated from
time to time by the Borrower by giving written notice thereof to the
Administrative Agent.

      6.16 USE OF PROCEEDS; MARGIN STOCK.

      The proceeds of the Loans hereunder will be used solely for the purposes
specified in  Section 7.10.  None of the proceeds of the Loans will be used for
the purpose of purchasing or



                                      61


<PAGE>   68

carrying any "margin stock" as defined in Regulation U, Regulation X or
Regulation G, or for the purpose of reducing or retiring any Indebtedness which
was originally incurred to purchase or carry "margin stock"  or any "margin
security" or for any other purpose which might constitute this transaction a
"purpose credit" within the meaning of Regulation U, Regulation X, Regulation G
or Regulation T unless the Administrative Agent has received an opinion of
counsel reasonably satisfactory to it that such use of proceeds will not cause
a violation Regulation U, Regulation X, Regulation G or Regulation T.

     6.17 GOVERNMENT REGULATION.

     No Credit Party, nor any of its Subsidiaries, is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act,
the Investment Company Act of 1940 or the Interstate Commerce Act, each as
amended.  In addition, no Credit Party is  an "investment company" registered
or required to be registered under the Investment Company Act of 1940, as
amended, or controlled by such a company, or  a "holding company," or a
"Subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "Subsidiary" of a "holding company," within the meaning of the
Public Utility Holding Company Act of 1935, as amended.  No director, executive
officer or principal shareholder of the Borrower or any of its Subsidiaries is
a director, executive officer or principal shareholder of any Lender.  For the
purposes hereof the terms "director", "executive officer" and "principal
shareholder" (when used with reference to any Lender) have the respective
meanings assigned thereto in Regulation O issued by the Board of Governors of
the Federal Reserve System.

     6.18 ENVIRONMENTAL MATTERS.

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

                 (i) Each of the real properties owned by the Credit Parties
            (the "Real Properties") and all operations at the Real Properties
            are in compliance with all applicable Environmental Laws, and there
            is no violation of any Environmental Law with respect to the Real
            Properties or the businesses operated by the Borrower or any of its
            Subsidiaries (the "Businesses"), and there are no conditions
            relating to the Businesses or Real Properties that would be
            reasonably expected to give rise to liability under any applicable
            Environmental Laws.

                 (ii) No Credit Party has received any written notice of, or
            inquiry from any Governmental Authority regarding, any violation,
            alleged violation, non-compliance, liability or potential liability
            regarding Hazardous Materials or compliance with Environmental Laws
            with regard to any of the Real Properties or the Businesses, nor
            does the Borrower or any of its Subsidiaries have knowledge or
            reason to believe that any such notice is being threatened.


                                      62


<PAGE>   69

                 (iii) Hazardous Materials have not been transported or
            disposed of from the Real Properties, or generated, treated, stored
            or disposed of at, on or under any of the Real Properties or any
            other location, in each case by, or on behalf or with the
            permission of, the Borrower or any of its Subsidiaries in a manner
            that would be reasonably expected to give rise to a Material
            Adverse Effect.

                 (iv) No judicial proceeding or governmental or administrative
            action is pending or, to the knowledge of the Borrower or any of
            its Subsidiaries, threatened, under any Environmental Law to which
            the Borrower or any of its Subsidiaries is or, to the best
            knowledge of Borrower, will be named as a party, nor are there any
            consent decrees or other decrees, consent orders, administrative
            orders or other orders, or other administrative or judicial
            requirements outstanding under any Environmental Law with respect
            to the Borrower or any of its Subsidiaries, the Real Properties or
            the Businesses, in any amount reportable under the federal
            Comprehensive Environmental Response, Compensation and Liability
            Act or any analogous state law, except releases in compliance with
            any Environmental Laws.

                 (v) There has been no release or, to the best knowledge of
            Borrower, threat of release of Hazardous Materials at or from the
            Real Properties, or arising from or related to the operations
            (including, without limitation, disposal) of the Borrower or any of
            its Subsidiaries in connection with the Real Properties or
            otherwise in connection with the Businesses.

                 (vi) None of the Real Properties contains, or has previously
            contained, any Hazardous Materials at, on or under the Real
            Properties in amounts or concentrations that, if released,
            constitute or constituted a violation of, or would give rise to
            liability under, Environmental Laws and would be reasonably
            expected to have a Material Adverse Effect.

                 (vii) No Credit Party, nor any of its Subsidiaries, has
            assumed any liability of any Person (other than another Credit
            Party, or one of its Subsidiaries) under any Environmental Law.

            (b) The Borrower has adopted procedures that are designed to (i)
      ensure that each Credit Party, any of its operations and each of the
      properties owned or leased by each Credit Party remains in compliance
      with applicable Environmental Laws, to the extent that the failure to
      comply with such Environmental Laws would have or would be reasonably
      expected to have a Material Adverse Effect, and (ii) minimize any
      liabilities or potential liabilities that each Credit Party, any of its
      operations and each of the properties owned or leased by each Credit
      Party may have under applicable Environmental Laws.


      6.19 INTELLECTUAL PROPERTY.



                                      63

<PAGE>   70

     Each Credit Party owns, or has the legal right to use, all patents,
trademarks, tradenames, copyrights, technology, know-how and processes (the
"Intellectual Property") necessary for each of them to conduct its business as
currently conducted except for those the failure to own or have such legal
right to use would not have or would not be reasonably expected to have a
Material Adverse Effect.

     6.20 SOLVENCY.

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

     6.21 INVESTMENTS.

     All Investments of each Credit Party and its Subsidiaries are (a) as set
forth on Schedule 6.21, (b) Permitted Investments or (c) otherwise permitted by
the terms of this Credit Agreement.

     6.22 DISCLOSURE.

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

     6.23 LICENSES, ETC.

     The Credit Parties have obtained and hold in full force and effect, all
franchises, licenses, permits, certificates, authorizations, qualifications,
accreditations, easements, rights of way and other rights, consents and
approvals which are necessary for the operation of their respective businesses
as presently conducted, except where the failure to obtain same would not be
reasonably expected to have a Material Adverse Effect.

     6.24 NO BURDENSOME RESTRICTIONS.

     No Credit Party, nor any of its Subsidiaries, is a party to any agreement
or instrument or subject to any other obligation or any charter or corporate
restriction or any provision of any applicable law, rule or regulation which,
individually or in the aggregate, would have or be reasonably expected to have
a Material Adverse Effect.

                                   SECTION 7
                             AFFIRMATIVE COVENANTS


     Each Credit Party hereby covenants and agrees that so long as this Credit
Agreement is in effect and until the Loans and LOC Obligations, together with
interest and fees and other




                                      64


<PAGE>   71

obligations hereunder, have been paid in full and the Commitments and Letters
of Credit hereunder shall have terminated:

      7.1 INFORMATION COVENANTS.

      The Borrower will furnish, or cause to be furnished, to the Administrative
Agent and each of the Lenders:

           (a) Annual Financial Statements.  As soon as available, and in any
      event within 120 days after the close of each fiscal year of the
      Borrower, a consolidated balance sheet and income statement of the
      Borrower and its Subsidiaries, as of the end of such fiscal year,
      together with related consolidated statements of operations and of cash
      flows for such fiscal year, setting forth in comparative form
      consolidated figures for the preceding fiscal year, all such consolidated
      financial information described above to be in reasonable form and detail
      and audited by independent certified public accountants of recognized
      national standing reasonably acceptable to the Agents and whose opinion
      shall be to the effect that such financial statements have been prepared
      in accordance with GAAP (except for changes with which such accountants
      concur) and shall not be limited as to the scope of the audit or
      qualified in any manner.

           (b) Quarterly Financial Statements.  As soon as available, and in
      any event within 60 days after the close of each of the first three
      fiscal quarters of the Borrower, a consolidated balance sheet and income
      statement of the Borrower and its Subsidiaries, as of the end of such
      fiscal quarter, together with related consolidated statements of
      operations and of cash flows for such fiscal quarter in each case setting
      forth in comparative form consolidated figures for the corresponding
      period of the preceding fiscal year (except for the consolidated balance
      sheet, which will be compared to the consolidated balance sheet as of the
      end of the immediately preceding fiscal year), all such financial
      information described above to be in reasonable form and detail and
      reasonably acceptable to the Agent, and accompanied by a certificate of a
      Financial Officer of the Borrower to the effect that such quarterly
      financial statements fairly present in all material respects the
      financial condition of the Borrower and its Subsidiaries and have been
      prepared in accordance with GAAP, subject to changes resulting from audit
      and normal year-end audit adjustments.

           (c) Officer's Certificate.  At the time of delivery of the financial
      statements provided for in Sections 7.1(a) and 7.1(b) above, a
      certificate of a Financial Officer of the Borrower substantially in the
      form of Exhibit 7.1(c), (i) demonstrating compliance with the financial
      covenants contained in Section 7.2 by calculation thereof as of the end
      of each such fiscal period, (ii) demonstrating compliance with any other
      terms of the Credit Agreement as requested by the Agents and (iii)
      stating that no Default or Event of Default exists, or if any Default or
      Event of Default does exist, specifying the nature and extent thereof and
      what action the Borrower proposes to take with respect thereto.


                                      65



<PAGE>   72

           (d) Accountant's Certificate.  Within the period for delivery of the
      annual financial statements provided in Section 7.1(a), a certificate of
      the accountants conducting the annual audit stating that they have
      reviewed this Credit Agreement and stating further whether, in the course
      of their audit, they have (based on the financial statements prepared in
      accordance with then existing GAAP) become aware of any Default or Event
      of Default and, if any such Default or Event of Default exists,
      specifying the nature and extent thereof.

           (e) Reports.  Promptly upon or at least within 20 Business Day after
      transmission or receipt thereof, (a) copies of any filings and
      registrations with, and reports to or from, the Securities and Exchange
      Commission, or any successor agency, and copies of all financial
      statements, proxy statements, notices and reports as the Borrower or any
      of its Subsidiaries shall send to its shareholders generally or to a
      holder of public Indebtedness of the Borrower or any of its Subsidiaries
      in its capacity as such a holder and (b) upon the written request of the
      Administrative Agent, all reports and written information to and from the
      United States Environmental Protection Agency, or any state or local
      agency responsible for environmental  matters, the United States
      Occupational Health and Safety Administration, or any state or local
      agency responsible for health and safety matters, or any successor
      agencies or authorities concerning environmental, health or safety
      matters; provided, however, that no such information set forth in this
      subclause (b) shall be requested unless the Agent knows or has reason to
      believe that such information will reveal a liability or potential
      liability in excess of $10,000,000.

           (f) Notices.  Upon the Borrower obtaining knowledge thereof, the
      Borrower will give written notice to the Administrative Agent immediately
      of (a) the occurrence of an event or condition consisting of a Default or
      Event of Default, specifying the nature and existence thereof and what
      action the Borrower proposes to take with respect thereto, and (b) the
      occurrence of any of the following with respect to the Borrower or any of
      its Subsidiaries (i) the pendency or commencement of any litigation,
      arbitral or governmental proceeding against the Borrower or any of its
      Subsidiaries which if adversely determined would have or would be
      reasonably expected to have a Material Adverse Effect, or (ii) the
      institution of any proceedings against the Borrower or any of its
      Subsidiaries with respect to, or the receipt of notice by such Person of
      potential liability or responsibility for, violation, or alleged
      violation, of any federal, state or local law, rule or regulation,
      including but not limited to, Environmental Laws, the violation of which
      would have or would be reasonably expected to have a Material Adverse
      Effect.

           (g) ERISA.  Upon any of the Credit Parties or any ERISA Affiliate
      obtaining knowledge thereof, the Borrower will give written notice to the
      Administrative Agent and each of the Lenders promptly (and in any event
      within five Business Days) of: (i) any event or condition, including, but
      not limited to, any Reportable Event, that constitutes, or would be
      reasonably expected to lead to, a Termination Event; (ii) with respect to
      any Multiemployer Plan, the receipt of notice as prescribed in ERISA or
      otherwise of any withdrawal liability assessed against the Borrowers or   
      any of their ERISA Affiliates, or of a determination that any
      Multiemployer Plan is in reorganization or insolvent (both within the



                                      66



<PAGE>   73

      meaning of Title IV of ERISA); (iii) the failure to make full payment on
      or before the due date (including extensions) thereof of all amounts
      which the Borrower or any of its Subsidiaries or ERISA Affiliates is
      required to contribute to each Plan pursuant to its terms and as required
      to meet the minimum funding standard set forth in ERISA and the Code with
      respect thereto; or (iv) any change in the funding status of any Plan
      that would be reasonably expected to have a Material Adverse Effect;
      together, with a description of any such event or condition or a copy of
      any such notice and a statement by a Financial Officer of the Borrower
      briefly setting forth the details regarding such event, condition, or
      notice, and the action, if any, which has been or is being taken or is
      proposed to be taken by the Credit Parties with respect thereto.
      Promptly upon request, the Borrower shall furnish the Administrative
      Agent and each of the Lenders with such additional information concerning
      any Plan as may be reasonably requested, including, but not limited to,
      copies of each annual report/return (Form 5500 series), as well as all
      schedules and attachments thereto required to be filed with the
      Department of Labor and/or the Internal Revenue Service pursuant to ERISA
      and the Code, respectively, for each "plan year" (within the meaning of
      Section 3(39) of ERISA).

            (h) Environmental.

                 (i) Subsequent to a notice from any Governmental Authority
            that describes an event or circumstance which, if determined
            adversely to the applicable Credit Party, would have or would be
            reasonably expected to have a Material Adverse Effect or during the
            existence of an Event of Default, and upon the written request of
            an Agent, the Borrower will furnish or cause to be furnished to the
            Administrative Agent, at the Borrower's expense, a report of an
            environmental assessment of reasonable scope, form and depth,
            including, where appropriate, invasive soil or groundwater
            sampling, by a consultant reasonably acceptable to the Agents as to
            the nature and extent of the presence of any Hazardous Materials on
            any property owned, leased or operated by a Credit Party and as to
            the compliance by the Credit Parties with Environmental Laws.  If
            the Borrower fails to deliver such an environmental report within
            seventy-five (75) days after receipt of such written request, then
            the Agents may arrange for same, and the Borrower hereby grants to
            the Agents and their representatives access to the Real Properties
            and a license of a scope reasonably necessary to undertake such an
            assessment (including, where appropriate, invasive soil or
            groundwater sampling).  The reasonable, documented cost of any
            assessment arranged for by the Agents pursuant to this provision
            will be payable by the Borrower on demand and, during any
            Collateral Period, added to the obligations secured by the
            Collateral Documents.

                 (ii) Each Credit Party will conduct and complete all
            investigations, studies, sampling, and testing and all remedial,
            removal, and other actions necessary to address all Hazardous
            Materials on, from, or affecting any real property owned or
            leased by a Credit Party to the extent necessary to be in
            compliance with all Environmental Laws and all other applicable
            federal, state, and local laws,



                                      67


<PAGE>   74

            regulations, rules and policies and with the orders and directives
            of all Governmental Authorities exercising jurisdiction over such
            real property to the extent any failure would have or be reasonably
            expected to have a Material Adverse Effect.

            (i) Other Information.  With reasonable promptness upon any such
      request, such other information regarding the business, properties or
      financial condition of the Credit Parties and their Subsidiaries as an
      Agent may reasonably request.

      7.2 FINANCIAL COVENANTS.

      As of the end of each fiscal quarter set forth below, the Leverage Ratio,
Interest Coverage Ratio and Fixed Charge Coverage Ratio shall satisfy the
following minimum and maximum requirements:


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                               Minimum Fixed
                                        Minimum Interest      Charge Coverage
                                         Coverage Ratio            Ratio
                                        (for the twelve-      (for the twelve-
Fiscal Quarter           Maximum       month period ending   month period ending
Ending:               Leverage Ratio      on such date)        on such date)
================================================================================
<S>                     <C>               <C>                    <C>
September 30, 1997      4.0 to 1.0        1.75 to 1.0            2.0 to 1.0
--------------------------------------------------------------------------------
December 31, 1997       4.0 to 1.0        1.75 to 1.0            2.0 to 1.0
--------------------------------------------------------------------------------
March 31, 1998          4.0 to 1.0        2.00 to 1.0            2.0 to 1.0
--------------------------------------------------------------------------------
June 30, 1998           4.0 to 1.0        2.25 to 1.0            2.0 to 1.0
--------------------------------------------------------------------------------
September 30, 1998     3.75 to 1.0        2.25 to 1.0            2.0 to 1.0
--------------------------------------------------------------------------------
December 31, 1998       3.5 to 1.0         3.0 to 1.0           2.25 to 1.0
--------------------------------------------------------------------------------
March 31, 1999          3.5 to 1.0         3.0 to 1.0           2.25 to 1.0
--------------------------------------------------------------------------------
June 30, 1999           3.5 to 1.0         3.0 to 1.0           2.25 to 1.0
--------------------------------------------------------------------------------
September 30, 1999     3.25 to 1.0         3.0 to 1.0           2.25 to 1.0
--------------------------------------------------------------------------------
December 31, 1999      3.25 to 1.0         3.0 to 1.0           2.25 to 1.0
--------------------------------------------------------------------------------
March 31, 2000         3.25 to 1.0         3.0 to 1.0           2.25 to 1.0
--------------------------------------------------------------------------------
June 30, 2000          3.25 to 1.0         3.0 to 1.0           2.25 to 1.0
--------------------------------------------------------------------------------
September 30, 2000      3.0 to 1.0         3.0 to 1.0           2.25 to 1.0
--------------------------------------------------------------------------------
December 31, 2000
and thereafter          3.0 to 1.0         3.0 to 1.0           2.25 to 1.0
--------------------------------------------------------------------------------
</TABLE>

      7.3 PRESERVATION OF EXISTENCE AND FRANCHISES.

      Each of the Credit Parties will do all things necessary to preserve and
keep in full force and effect its existence, rights, franchises and authority
except as permitted by Sections 8.4 or 8.5.



                                      68



<PAGE>   75



     7.4  BOOKS AND RECORDS.

     Each of the Credit Parties will keep complete and accurate books and
records of its transactions in accordance with good accounting practices on the
basis of GAAP.

     7.5  COMPLIANCE WITH LAW.

     Each of the Credit Parties will comply with all material laws, rules,
regulations and orders, and all applicable material restrictions imposed by all
Governmental Authorities, applicable to it and its property (including, without
limitation, Environmental Laws), except to the extent that any non-compliance
would not have or be reasonably expected to have a Material Adverse Effect.

     7.6  PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

     Each of the Credit Parties will pay, settle or discharge (a) all taxes,
assessments and governmental charges or levies imposed upon it, or upon its
income or profits, or upon any of its properties, before they shall become
delinquent, (b) all lawful claims (including claims for labor, materials and
supplies) which, if unpaid, would be reasonably expected to give rise to a Lien
upon any of its properties, and (c)  all of its other Indebtedness as it shall
become due; provided, however, that a Credit Party shall not be required to pay
any such tax, assessment, charge, levy, claim or Indebtedness which is being
contested in good faith by appropriate proceedings and as to which adequate
reserves therefor have been established in accordance with GAAP, unless the
failure to make any such payment (i) would give rise to an immediate right to
foreclose or collect on a Lien securing such amounts or (ii) would have or
would be reasonably expected to have a Material Adverse Effect.

     7.7  INSURANCE.

     Each of the Credit Parties will at all times maintain in full force and
effect insurance (including worker's compensation insurance, liability
insurance, casualty insurance and business interruption insurance) in such
amounts, covering such risks and liabilities and with such deductibles or
self-insurance retentions as are in accordance with normal industry practice.

     7.8  MAINTENANCE OF PROPERTY.

     Each of the Credit Parties will maintain and preserve its properties and
equipment in good repair, working order and condition, normal wear and tear
excepted, except to the extent any of such property no longer is necessary to
the operation of the business of the applicable Credit Party, and will make, or
cause to be made, in such properties and equipment from time to time all
repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto as may be needed or proper, to the extent and in the
manner customary for companies in similar businesses.



                                      69
                                      

<PAGE>   76



     7.9  PERFORMANCE OF OBLIGATIONS.

     Each of the Credit Parties will perform in all respects all of its
obligations  under the terms of all agreements, indentures, mortgages, security
agreements or other debt instruments to which it is a party or by which it is
bound, except to the extent that the failure to perform any of such obligations
would not have or be reasonably expected to have a Material Adverse Effect.

     7.10  USE OF PROCEEDS.

     The Credit Parties will use the proceeds of the Loans solely (a) to
refinance existing Indebtedness owing under the Existing Credit Agreement and
other existing Indebtedness described on Schedule 6.10, (b) to pay related fees
and expenses in connection with the execution and delivery of the Credit
Documents, (c) to provide working capital, (d) to make Capital Expenditures and
(e) for general corporate purposes, including, but not limited to acquisitions
and the repurchase of shares as permitted by this Credit Agreement.  The Credit
Parties will use the Letters of Credit solely for the purposes set forth in
Section 2.2(a).

     7.11  AUDITS/INSPECTIONS.

     Upon reasonable notice and during normal business hours, each Credit Party
will permit representatives appointed by the Administrative Agent, including,
without limitation, independent accountants, agents, attorneys and appraisers,
to visit and inspect such Credit Party's property, including its books and
records, its accounts receivable and inventory, its facilities and its other
business assets, and to make photocopies or photographs thereof and to write
down and record any information such representative obtains and shall permit
such Agent or its representatives to investigate and verify the accuracy of
information provided to the Lenders, and to discuss all such matters with the
executive officers, pertinent employees and representatives of the Credit
Parties; provided, however, that (a) so long as neither (x) an Event of Default
shall have occurred and be continuing nor (y) a Collateral Period shall have
begun and be continuing, (i) no verification of accuracy of information shall
include contacting the account debtors under any accounts receivable of any
Credit Party and (ii) such visits and inspections shall not (A) disrupt the
normal business operations of any Credit Party, (B) be conducted by more than 5
Persons at any one time or (C) occur more frequently than annually and (b) all
information obtained during any such visit or inspection shall be subject to
the provisions of Section 11.16 hereof.

     7.12  ADDITIONAL CREDIT PARTIES.

     At the time any Person becomes a Material Domestic Subsidiary of a
Credit Party, the Borrower shall so notify the Administrative Agent and
promptly thereafter (but in any event within 30 days after the date thereof)
shall (a) cause such Person to execute a Joinder Agreement in substantially the
same form as Exhibit 7.12, (b) execute an appropriate pledge agreement in
substantially the form of the Pledge Agreements and otherwise in a form
reasonably acceptable to the Collateral Agent, which pledge agreement will be
effective only during a Collateral Period and which will obligate the Borrower
to, upon the occurrence of a Collateral Effective Date (or within


                                      
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30 days of the notice referred to above if a Collateral Period shall have begun
and shall then be continuing), cause all of the capital stock of such Person to
be delivered to the Collateral Agent (together with undated stock powers, if
applicable, signed in blank) and pledged to the Collateral Agent, (c) if such
Person has any Subsidiaries, cause such Person to execute a pledge agreement in
substantially the form of the Pledge Agreements and otherwise in a form
reasonably acceptable to the Collateral Agent, which pledge agreement will be
effective only during a Collateral Period and which will obligate such Person
to, upon the occurrence of a Collateral Effective Date (or within 30 days of
the notice referred to above if a Collateral Period shall have begun and shall
then be continuing), cause all of the capital stock of its Domestic
Subsidiaries and 65% of the capital stock of its Material First Tier Foreign
Subsidiaries to be delivered to the Collateral Agent (together with undated
stock powers, if applicable, signed in blank) and pledged to the Collateral
Agent, and (d) deliver, or cause such Person to deliver, such other
documentation as the Collateral Agent may reasonably request in connection with
the foregoing, including, without limitation, certified resolutions and other
organizational and authorizing documents of such Person, favorable opinions of
counsel to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to
above) and, if a Collateral Period shall have begun and shall then be
continuing, appropriate UCC-1 financing statements, all in form, content and
scope reasonably satisfactory to the Collateral Agent.

     7.13  COLLATERAL EFFECTIVE DATE.

     Upon the occurrence of a Collateral Effective Date and during the ensuing
Collateral Period, the Pledge Agreements shall be in full force and effect and
the Collateral Agent, on behalf of the Lenders, shall have a Lien on the
Collateral described in the Pledge Agreements and there shall be added to
Section 6 a new representation and warranty in the form set forth on Schedule
7.13 hereof.  Within ten Business Days following the Collateral Effective Date,
the Borrower shall deliver to the Collateral Agent, in form and substance
reasonably satisfactory to the Collateral Agent:

           (a)  all stock certificates evidencing the stock pledged to the
     Collateral Agent pursuant to the Pledge Agreements, together with duly
     executed in blank undated stock powers attached thereto;

           (b)  duly executed UCC financing statements for each appropriate
     jurisdiction as is necessary, in the Collateral Agent's sole discretion,
     to perfect the Lenders' security interest in the Collateral; and

           (c)  an opinion of counsel addressed to the Collateral Agent, on 
     behalf of the Lenders, covering such issues as reasonably requested by the
     Collateral Agent, including the attachment and perfection of the liens.


                                      
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<PAGE>   78


                                      
                                  SECTION 8
                              NEGATIVE COVENANTS

     Each Credit Party hereby covenants and agrees that so long as this Credit
Agreement is in effect and until the Loans and LOC Obligations, together with
interest, fees and other obligations hereunder, have been paid in full and the
Commitments and Letters of Credit hereunder shall have terminated:

     8.1  INDEBTEDNESS.

     No Credit Party will, nor will it permit any of its Subsidiaries to,
contract, create, incur, assume or permit to exist any Indebtedness, except:

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

          (b)  Indebtedness in respect of standby and documentary letters of
     credit obtained in the ordinary course of business;

          (c)  Indebtedness existing as of the Closing Date as referenced in
     Section 6.10 (and renewals, refinancings, replacements or extensions
     thereof on terms and conditions no more favorable, in the aggregate, to
     the holder of such Indebtedness, than such existing Indebtedness and in a
     principal amount not in excess of that outstanding as of the date of such
     renewal, refinancing, replacement or extension plus any financed fees and
     expenses, including without limitation prepayment premiums and break
     funding fees, incurred by the applicable Credit Party in connection with
     any such renewal, refinancing, replacement or extension; provided,
     however, that, with respect to any Indebtedness which is being renewed,
     refinanced, replaced or extended, the principal amount thereof which is
     permitted to be renewed, refinanced, replaced or extended pursuant to the
     terms of this clause (c) shall be an amount equal to the aggregate
     commitments of the lenders under the documents evidencing the Indebtedness
     which is being so renewed, refinanced, replaced or extended plus any
     financed fees and expenses, including without limitation prepayment
     premiums and break funding fees, incurred by the applicable Credit Party
     in connection with any such renewal, refinancing, replacement or
     extension);

          (d)  Indebtedness in respect of current accounts payable and accrued
     expenses incurred in the ordinary course of business and to the extent not
     current, accounts payable and accrued expenses that are subject to bona
     fide dispute;

          (e)  Indebtedness owing by one Credit Party, or a Subsidiary of a 
     Credit Party, to another Credit Party, or a Subsidiary of a Credit Party;

          (f)  purchase money Indebtedness (including Capital Leases) incurred  
     by a Credit Party or any of its Subsidiaries to finance the purchase of
     fixed assets (including


                                      
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<PAGE>   79


     equipment); provided that (i) the total of all such Indebtedness for
     all such Persons taken together shall not exceed an aggregate principal
     amount of $5,000,000 at any one time outstanding; (ii) such Indebtedness
     when incurred shall not exceed the purchase price of the asset(s)
     financed; and (iii) no such Indebtedness shall be refinanced for a
     principal amount in excess of the principal balance outstanding thereon at
     the time of such refinancing;

          (g)  Indebtedness arising from Hedging Agreements entered into in the
     ordinary course and not for speculative purposes;

          (h)  Receivables Facility Attributed Indebtedness not to exceed $275
     million, in the aggregate, at any one time outstanding;

          (i)  Indebtedness in the form of unsecured public notes as long as,
     substantially concurrently with the issuance thereof, (i) the lesser of
     (A) $100 million and (B) the proceeds thereof are used to repay the Term
     Loans and (ii) the remainder of the proceeds thereof, if any, will be used
     to pay down existing Indebtedness (without reducing any revolving
     Commitments);

          (j)  Permitted IDB Indebtedness;

          (k)  Guaranty Obligations of any Credit Party, or a Subsidiary of a
     Credit Party, with respect to any Indebtedness of another Credit Party, or
     a Subsidiary of a Credit Party, permitted under this Section 8.1; and

          (l)  other unsecured Indebtedness; provided, however, that the        
     aggregate amount of Indebtedness permitted under this Section 8.1(l), when
     added (without duplication) to (i) the aggregate amount of Indebtedness
     then outstanding secured by Liens and permitted under clause (m) of the
     definition of Permitted Liens and (ii) the aggregate amount of sale
     leaseback transactions then outstanding and permitted under Section 8.6,
     shall not exceed 10% of Consolidated Net Tangible Assets (it being
     understood that the calculation of each such aggregate amount will not
     include Indebtedness outstanding and permitted under Sections 8.1(a)-(k),
     including Indebtedness listed on Schedule 6.10 and refinancings thereof
     permitted pursuant to Section 8.1(c)).

     8.2  LIENS.

     No Credit Party will, nor will it permit its Subsidiaries to, contract,
create, incur, assume or permit to exist any Lien with respect to any of its
property or assets of any kind (whether real or personal, tangible or
intangible), whether now owned or after acquired, except for Permitted Liens.

     8.3  NATURE OF BUSINESS.

     No Credit Party will, nor will it permit its Subsidiaries to, alter the
character of its business from that, or substantially similar to that,
conducted as of the Closing Date or engage in any


                                      
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<PAGE>   80


business other than the business conducted as of the Closing Date with
reasonable extensions and expansions of such business.

     8.4  CONSOLIDATION AND MERGER.

     No Credit Party will, nor will it permit any Subsidiary to, enter into any
transaction of merger or consolidation or liquidate, wind up or dissolve
itself; provided that a Credit Party or a Subsidiary of a Credit Party may
merge or consolidate with or into another Person if the following conditions
are satisfied:

          (a)  the Administrative Agent is given prior written notice of such
     action;

          (b)  if the merger or consolidation involves a Credit Party, the      
     Person formed by such consolidation or into which a Credit Party is merged
     shall either (i) be such Credit Party or (ii) be a Domestic Subsidiary and
     shall expressly assume in writing all of the obligations of such Credit
     Party under the Credit Documents; provided that if the transaction is
     between the Borrower and another Person, the Borrower must be the
     surviving entity;

          (c)  if the merger or consolidation involves a Material First Tier
     Foreign Subsidiary, and if a Collateral Period shall have begun and shall
     then be continuing, the Lenders receive 65% of the Voting Stock of the
     surviving Material First Tier Foreign Subsidiary, if any;

          (d)  to the extent otherwise required by Section 7.12, the Credit
     Parties execute and deliver such documents, instruments and certificates
     as the Administrative Agent may request (including, if necessary, to
     maintain its perfection and priority in the collateral pledged pursuant to
     the Collateral Documents);

          (e)  immediately after giving effect to such transaction, no Default 
     or Event of Default shall have occurred and be continuing; and

          (f)  the Borrower delivers to the Administrative Agent an officer's
     certificate demonstrating compliance with clause (b) or (c) above, as
     applicable, and an opinion of counsel stating that such consolidation or
     merger and any written agreement entered into in connection therewith,
     comply with this Section 8.4.

     8.5  SALE OR LEASE OF ASSETS.

     No Credit Party will, nor will it permit its Subsidiaries to, convey,
sell, lease, transfer or otherwise dispose of, in one transaction or a series
of transactions, all or any part of its business or assets whether now owned or
hereafter acquired, including, without limitation, inventory,
receivables, equipment, real property interests (whether owned or leasehold),
and securities, other than (a) any inventory sold or otherwise disposed of in
the ordinary course of business; (b) the sale,



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<PAGE>   81



lease, transfer or other disposal by a Credit Party (other than the Borrower)
of any or all of its assets to the Borrower or to another Credit Party or
pursuant to a Sale Leaseback permitted pursuant to Section 8.6; (c) obsolete,
slow-moving, idle or worn-out assets no longer used or useful in its business;
(d) the transfer of assets which constitute a Permitted Investment; (e) sales
of Receivable Facility Assets in accordance with the terms of a Permitted
Accounts Receivable Securitization; (f) licensing of trademarks, patents or
other intellectual property by a Credit Party in the ordinary course of
business (so long as such licensing does not prevent a Credit Party, or a
Subsidiary of a Credit Party, from using any intellectual property material to
its business); (g) a merger or consolidation permitted pursuant to Section 8.4;
(h) if applicable, in connection with any Indebtedness permitted pursuant to
Section 8.1 or Liens permitted pursuant to Section 8.2; (i) any transfer of the
business or assets of a Credit Party or any its Subsidiaries having a value of
less than $5 million; or (j) such other transfer of assets if (i) such transfer
is for fair market value, (ii) at the time of such transfer no Default or Event
of Default exists and is continuing, (iii) as a result of such transfer no
Material Adverse Effect would occur or be reasonably likely to occur and (iv)
the proceeds from such transfer are, within three months from the date of such
transfer, reinvested in similar assets or in a business of a type similar to
that which the Credit Parties and their Subsidiaries are already engaged or
used to prepay the Loans; provided, however, that transfers permitted under
clauses (i) and (j) of this Section 8.5 shall not, in the aggregate, exceed 35%
of Consolidated Total Assets as of the Closing Date.  For the purposes of this
Section 8.5, no Permitted Accounts Receivable Securitization shall be
considered a transaction which is subject to the provisions of this Section
8.5.

     8.6  SALE LEASEBACKS.

     No Credit Party will, nor will it permit its Subsidiaries to, directly or
indirectly become or remain liable as lessee or as guarantor or other surety
with respect to any lease of any property (whether real or personal or mixed),
whether now owned or hereafter acquired, (a) which such Credit Party has sold
or transferred or is to sell or transfer to any other Person other than a
Credit Party or (b) which such Credit Party intends to use for substantially
the same purpose as any other property which has been sold or is to be sold or
transferred by such Credit Party to any Person in connection with such lease,
other than (i) any transaction which exists as of the date hereof and listed on
Schedule 8.6 hereof, and any refinancings, renewals, extensions or replacements
thereof and (ii) other sale leaseback transactions; provided, however, that the
aggregate amount of sale leaseback transactions permitted under this clause
(ii), when added (without duplication) to (A) the aggregate amount of
Indebtedness then outstanding and permitted under Section 8.1(l) and (B) the
aggregate amount of Indebtedness then outstanding secured by Liens and
permitted under clause (m) of the definition of Permitted Liens, shall not
exceed 10% of Consolidated Net Tangible Assets (it being understood that the
calculation of each such aggregate amount will not include Indebtedness
outstanding and permitted under Sections 8.1(a)-(k), including Indebtedness
listed on Schedule 6.10 and refinancings thereof permitted pursuant to Section
8.1(c)).


                                      
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<PAGE>   82



     8.7  ADVANCES, INVESTMENTS AND LOANS.

     No Credit Party will, nor will it permit its Subsidiaries to, make any
Investments except for Permitted Investments.

     8.8  RESTRICTED PAYMENTS.

     No Credit Party will, nor will it permit its Subsidiaries to, directly or
indirectly, do the following (collectively, "Restricted Payments") (a) declare
or pay any dividends or make any other distribution upon any shares of its
capital stock of any class or (b) purchase, redeem or otherwise acquire or
retire or make any provisions for redemption, acquisition or retirement of any
shares of its capital stock of any class or any warrants or options to purchase
any such shares; provided that (i) any Subsidiary of the Borrower may pay
dividends to its parent, (ii) the Borrower may pay dividends within 60 days
after the date of declaration thereof if at such date of declaration such
dividend would have otherwise complied with this Section 8.8 and (iii) as long
as (A) no Event of Default exists or is caused as a result thereof and (B)
after giving effect thereto, the Borrower is in pro forma compliance with the
financial covenants set forth in Section 7.2, the Borrower or any of its
Subsidiaries may make Restricted Payments in an aggregate amount for all such
Persons not to exceed (x) from the date hereof until December 31, 1998, $300
million, (y) from December 31, 1998 until September 30, 1999, an additional $50
million, and (z) on and after September 30, 1999, an additional $50 million.

     8.9  TRANSACTIONS WITH AFFILIATES.

     No Credit Party will, nor will it permit its Subsidiaries to, enter into
any transaction or series of transactions, whether or not in the ordinary
course of business, with any officer, director, shareholder, Subsidiary or
Affiliate other than transactions (a) listed on Schedule 8.9, and any renewals,
replacements, refinancings or extension thereof, (b) on terms and conditions
substantially as favorable as would be obtainable in a comparable arm's-length
transaction with a Person other than an officer, director, shareholder,
Subsidiary or Affiliate or, if such transaction is not one which by its nature
could be obtained from such Person, is on fair and reasonable terms and (c) in
the ordinary course of business or, if not in the ordinary course of business,
that are set forth in writing and the board of directors of the Borrower or
such Subsidiary, as applicable, has determined in good faith that such business
or transaction or series of transactions meets the applicable criteria set
forth in subclause (b) preceding.

     8.10  FISCAL YEAR; ORGANIZATIONAL DOCUMENTS.

     No Credit Party will, nor will it permit its Subsidiaries to, (a) change
its fiscal year or (b) change its articles or certificate of incorporation or
its bylaws in any manner that would reasonably be likely to adversely affect
the rights of the Lenders.



                                      76
                                      


<PAGE>   83


     8.11  NO LIMITATIONS.

     No Credit Party will, nor will it permit its Subsidiaries to (other than a
Receivables Subsidiary in connection with a Permitted Accounts Receivable
Securitization and other transactions listed on Schedule 8.11 and any permitted
renewals, replacements, refinancings or extensions thereof), directly or
indirectly, create or otherwise cause, incur, assume, suffer or permit to exist
or become effective any consensual encumbrance or restriction of any kind on
the ability of any such Person to (a) pay dividends or make any other
distribution on any of such Person's capital stock, (b) pay any Indebtedness
owed to the Borrower or any other Credit Party, (c) make loans or advances to
any other Credit Party or (d) transfer any of its property to any other Credit
Party, except for encumbrances or restrictions existing under or by reason of
(i) customary non-assignment or net worth provisions in any lease governing a
leasehold interest, (ii) any agreement or other instrument of a Person existing
at the time it becomes a Subsidiary of the Borrower; provided that such
encumbrance or restriction is not applicable to any other Person, or any
property of any other Person, other than such Person becoming a Subsidiary of
the Borrower and was not entered into in contemplation of such Person becoming
a Subsidiary of the Borrower, and (iii) this Credit Agreement and the other
Credit Documents.

     8.12  NO OTHER NEGATIVE PLEDGES.

     Other than with respect to Foreign Subsidiaries and in connection with
Indebtedness incurred by such Foreign Subsidiaries as permitted hereunder, no
Credit Party will, nor will it permit its Subsidiaries to, enter into, assume
or become subject to any agreement prohibiting or otherwise restricting the
creation or assumption of any Lien upon its properties or assets, whether now
owned or hereafter acquired, or requiring the grant of any security for such
obligation if security is given for some other obligation.

     8.13  RECEIVABLES SECURITIZATION.

     No Credit Party will, nor will it permit its Subsidiaries to, amend,
modify or waive the terms of any of the Receivables Documents in a manner that
would be adverse to the Lenders; provided, however, that an increase in the
amount thereof shall not by itself be deemed to be adverse to the Lenders so
long as the Credit Parties are in compliance with Section 8.1(h).

     8.14  LIMITATION ON NON CREDIT PARTY OPERATIONS.

     No Credit Party will, nor will it permit any of its Subsidiaries to, allow
the Foreign Subsidiaries, together with the Domestic Subsidiaries that are not
Guarantors, to have assets which in the aggregate constitute more than 50% of
Consolidated Total Assets at any time.


                                      
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<PAGE>   84

                                      
                                  SECTION 9
                              EVENTS OF DEFAULT

     9.1  EVENTS OF DEFAULT.

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

          (a)  Payment.  Any Credit Party shall default in the payment (i) when
     due of any principal of any of the Loans or any reimbursement obligation
     arising from drawings under Letters of Credit or (ii) within five Business
     Days of when due of any interest on the Loans or any fees or other amounts
     owing hereunder, under any of the other Credit Documents or in connection
     herewith.

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

          (c)  Covenants.  Any Credit Party shall:

               (i)   default in the due performance or observance of any term,
          covenant or agreement contained in Sections 7.2, 7.4, 7.10,
          7.11, 7.12, or 8.1 through 8.13 inclusive; or

               (ii)  default in the due performance or observance by it of any
          term, covenant or agreement contained in Section 7.1(a), (b), (c),
          (d) or (f) and such default shall continue unremedied for a period of
          five days after the earlier of an executive officer of the Borrower
          becoming aware of such default or notice thereof is given by an
          Agent; or

               (iii) default in the due performance or observance by it of any
          term, covenant or agreement (other than those referred to in
          subsections (a), (b) or (c)(i) or (ii) of this Section 9.1) contained
          in this Credit Agreement and such default shall continue unremedied
          for a period of at least 30 days after the earlier of an executive
          officer of the Borrower becoming aware of such default or notice
          thereof given by an Agent.

          (d)  Other Credit Documents.  (i) Any Credit Party shall default in   
     the due performance or observance of any term, covenant or agreement in
     any of the other Credit Documents and such default shall continue
     unremedied for a period of at least 30 days after the earlier of an
     executive officer of the Borrower becoming aware of such default or notice
     thereof given by the Agent, or (ii) any Credit Document shall fail to be
     in full force and



                                      78
                                      

<PAGE>   85


     effect or any Credit Party shall so assert or any Credit Document shall
     fail to give the Agents and/or the Lenders the security interests, liens,
     rights, powers and privileges purported to be created thereby.

          (e)  Guaranties.  The guaranty given by the Credit Parties hereunder 
     or by any Additional Credit Party hereafter or any provision thereof shall
     cease to be in full force and effect, or any guarantor thereunder or any
     Person acting by or on behalf of such guarantor shall deny or disaffirm
     such Guarantor's obligations under such guaranty.

          (f)  Bankruptcy, etc.  The occurrence of any of the following with
     respect to the Borrower or any of its Material Subsidiaries (i) a court or
     governmental agency having jurisdiction in the premises shall enter a
     decree or order for relief in respect of the Borrower or any of such
     Subsidiaries in an involuntary case under any applicable bankruptcy,
     insolvency or other similar law now or hereafter in effect, or appoint a
     receiver, liquidator, assignee, custodian, trustee, sequestrator or
     similar official of the Borrower or any of such Subsidiaries or for any
     substantial part of its property or ordering the winding up or liquidation
     of its affairs; or (ii) an involuntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect is
     commenced against the Borrower or any of such Subsidiaries and such
     petition remains unstayed and in effect for a period of 60 consecutive
     days; or (iii) the Borrower or any of such Subsidiaries shall commence a
     voluntary case under any applicable bankruptcy, insolvency or other
     similar law now or hereafter in effect, or consent to the entry of an
     order for relief in an involuntary case under any such law, or consent to
     the appointment or taking possession by a receiver, liquidator, assignee,
     custodian, trustee, sequestrator or similar official of such Person or any
     substantial part of its property or make any general assignment for the
     benefit of creditors; or (iv) the Borrower or any of such Subsidiaries
     shall admit in writing its inability to pay its debts generally as they
     become due or any action shall be taken by such Person in furtherance of
     any of the aforesaid purposes.

          (g)  Defaults under Other Agreements.  With respect to any    
     Indebtedness (other than Indebtedness outstanding under this Credit
     Agreement) of the Borrower or any of its Subsidiaries in an aggregate
     principal amount in excess of $10,000,000, (i) a Credit Party shall (A)
     default in any payment (beyond the applicable grace period with respect
     thereto, if any) with respect to any such Indebtedness, or (B) default
     (after giving effect to any applicable grace period) in the observance or
     performance relating to such Indebtedness or contained in any instrument
     or agreement evidencing, securing or relating thereto, or any other event
     or condition shall occur or condition exist, the effect of which default
     or other event or condition is to cause, or permit, the holder or holders
     of such Indebtedness (or trustee or agent on behalf of such holders) to
     cause (determined without regard to whether any notice or lapse of time is
     required) any such Indebtedness to become due prior to its stated
     maturity; or (ii) any such Indebtedness shall be declared due and payable,
     or required to be prepaid other than by a regularly scheduled required
     prepayment prior to the stated maturity thereof; or (iii) any such
     Indebtedness shall mature and remain unpaid.


                                      
                                      79
                                      
<PAGE>   86


          (h)  Judgments.  One or more judgments, orders, or decrees shall be
     entered against any one or more of the Credit Parties and its Subsidiaries
     involving a liability of $10,000,000 or more, in the aggregate (to the
     extent not paid or covered by insurance provided by a carrier who has
     acknowledged coverage), and such judgments, orders or decrees (i) are the
     subject of any enforcement proceeding commenced by any creditor or (ii)
     shall continue unsatisfied, undischarged, unbonded or unstayed for a
     period ending on the first to occur of (A) the last day on which such
     judgment, order or decree becomes final and unappealable or (B) 60 days.

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

          (j)  Ownership.  There shall occur a Change of Control.

          (k)  Receivables Documents Default.  Any event (after the expiration 
     of any applicable grace periods) as specified in the Receivables Documents
     shall entitle the Persons (other than a Receivables Subsidiary) financing
     accounts receivable pursuant to a Permitted Accounts Receivable
     Securitization to terminate or permanently cease funding the financing of
     accounts receivable pursuant to a Permitted Accounts Receivable
     Securitization.

     9.2  ACCELERATION; REMEDIES.

     Upon the occurrence and during the continuation of an Event of Default,
and at any time thereafter unless and until such Event of Default has been
waived in writing by the Required


                                      
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<PAGE>   87


Lenders (or the Lenders as may be required hereunder), the Administrative Agent
shall, upon the request and direction of the Required Lenders, take the
following actions without prejudice to the rights of the Agents or any Lender
to enforce its claims against the Credit Parties, except as otherwise
specifically provided for herein:

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

          (b)  Acceleration of Loans.  Declare the unpaid amount of all Credit
     Party Obligations to be due whereupon the same shall be immediately due
     and payable without presentment, demand, protest or other notice of any
     kind, all of which are hereby waived by the Credit Parties.

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

          (d)  Enforcement of Rights.  Enforce any and all rights and interests
     created and existing under the Credit Documents, including, without
     limitation, all rights and remedies existing under the Collateral
     Documents, all rights and remedies against a Guarantor and all rights of
     set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section
9.1(f) shall occur, then the Commitments shall automatically terminate and all
Loans, all reimbursement obligations under Letters of Credit, all accrued
interest in respect thereof, all accrued and unpaid fees and other indebtedness
or obligations owing to the Lenders hereunder shall immediately become due and
payable without the giving of any notice or other action by the Agents or the
Lenders, which notice or other action is expressly waived by the Credit
Parties.

Notwithstanding the fact that enforcement powers reside primarily with the
Administrative Agent, each Lender has, to the extent permitted by law, a
separate right of payment and shall be considered a separate "creditor" holding
a separate "claim" within the meaning of Section 101(5) of the Bankruptcy Code
or any other insolvency statute.

     9.3  ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT.

     Notwithstanding any other provisions of this Credit Agreement, after the
occurrence and during the continuance of an Event of Default, all amounts
collected or received by an Agent or any Lender on account of amounts 
outstanding under any of the Credit Documents or in respect of the Collateral 
shall be paid over or delivered as follows:

                                      
                                      
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<PAGE>   88


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

          SECOND, to payment of any fees owed to an Agent or an Issuing Lender;

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

          FOURTH, to the payment of all accrued fees and interest payable to the
     Lenders hereunder;

          FIFTH, to the payment of the outstanding principal amount of the Loans
     and unreimbursed drawings under Letters of Credit and to the payment or
     cash collateralization of the outstanding LOC Obligations, pro rata as set
     forth below;

          SIXTH,  to any principal amounts outstanding under Hedging Agreements,
     pro rata, as set forth below;

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

          EIGHTH, to the payment of the surplus, if any, to whomever may be
     lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; (b) each of the Lenders shall receive an amount equal to
its pro rata share (based on the proportion that the then outstanding Loans,
LOC Obligations and obligations under Hedging Agreements held by such Lender
bears to the aggregate then outstanding Loans, LOC Obligations and obligations
under Hedging Agreements) of amounts available to be applied pursuant to
clauses "THIRD," "FOURTH," "FIFTH," "SIXTH" and "SEVENTH" above; and (c) to the
extent that any amounts available for distribution pursuant to clause "FIFTH"
above are attributable to the issued but undrawn amount of outstanding Letters
of Credit, such amounts shall be held by the Collateral Agent in a cash
collateral account and applied (x) first, to reimburse the Issuing Lenders from
time to time for any drawings under such Letters of Credit and (y) then,
following the expiration of all Letters of Credit, to all other obligations of
the types described in clauses "FIFTH," "SIXTH" and "SEVENTH" above in the
manner provided in this Section 9.3.


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                                  SECTION 10
                              AGENCY PROVISIONS

     10.1 APPOINTMENT.

     Each Lender hereby designates and appoints NationsBank, N.A. as
Administrative Agent and Collateral Agent of such Lender to act as specified
herein and the other Credit Documents, and each such Lender hereby authorizes
the Agents, as the agents for such Lender, to take such action on its behalf
under the provisions of this Credit Agreement and the other Credit Documents
and to exercise such powers and perform such duties as are expressly delegated
by the terms hereof and of the other Credit Documents, together with such other
powers as are reasonably incidental thereto.  Notwithstanding any provision to
the contrary elsewhere herein and in the other Credit Documents, the Agents
shall not have any duties or responsibilities, except those expressly set forth
herein and therein, or any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Credit Agreement or any of the other Credit
Documents, or shall otherwise exist against the Agents.  The provisions of this
Section are solely for the benefit of the Agents and the Lenders and none of
the Credit Parties shall have any rights as a third party beneficiary of the
provisions hereof.  In performing its functions and duties under this Credit
Agreement and the other Credit Documents, each Agent shall act solely as an
agent of the Lenders and does not assume and shall not be deemed to have
assumed any obligation or relationship of agency or trust with or for any
Credit Party.

     10.2 DELEGATION OF DUTIES.

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

     10.3 EXCULPATORY PROVISIONS.

     Neither the Agents nor any of their officers, directors, employees,
agents, attorneys-in-fact or affiliates shall be (a) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in
connection with this Credit Agreement or any of the other Credit Documents
(except for its or such Person's own gross negligence or willful misconduct),
(b) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by or on behalf of any of the
Credit Parties in this Credit Agreement or in any of the other Credit Documents
or in any certificate, report, document, financial statement or other written
or oral statement referred to or provided for in, or received by an Agent under
or in connection with this Credit Agreement or the other Credit Documents, or
for any failure of any of the Credit Parties to perform its obligations under
this Credit Agreement or the other Credit Documents, (c) responsible for the
effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of this Credit Agreement or any of the other Credit Documents or 
(d) responsible to ascertain or inquire as to the performance or observance 
of any of the terms, conditions, provisions, covenants or agreements


                                      
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<PAGE>   90


contained in this Credit Agreement or the other Credit Documents or as to the
use of the proceeds of the Loans or the use of the Letters of Credit or of the
existence or possible existence of any Default or Event of Default or to
inspect the properties, books or records of the Credit Parties.  The Agents are
not trustees for the Lenders and owe no fiduciary duty to the Lenders.

     10.4 RELIANCE ON COMMUNICATIONS.

     The Agents shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to any of the Credit Parties, independent accountants and
other experts selected by the Agents with reasonable care).  The Agents may
deem and treat each of the Lenders as the owner of its interests hereunder for
all purposes unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Administrative Agent in accordance with
Section 11.3(b).  The Agents shall be fully justified in failing or refusing to
take any action under this Credit Agreement or under any of the other Credit
Documents unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or it shall first be indemnified to
its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such
action.  The Agents shall in all cases be fully protected in acting, or in
refraining from acting, hereunder or under any of the other Credit Documents in
accordance with a request of the Required Lenders (or to the extent
specifically provided in Section 11.6, all the Lenders) and such request and
any action taken or failure to act pursuant thereto shall be binding upon all
the Lenders (including their successors and assigns).

     10.5 NOTICE OF DEFAULT.

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

     10.6 NON-RELIANCE ON AGENTS AND OTHER LENDERS.

     Each Lender expressly acknowledges that neither the Agents nor any of
their officers, directors, employees, agents, attorneys-in-fact or affiliates
has made any representations or warranties to it and that no act by the Agents
or any affiliate thereof hereinafter taken, including any review of the affairs
of any Credit Party, shall be deemed to constitute any representation or
warranty by the Agents to any Lender.  Each Lender represents to the Agents
that it has, independently and without reliance upon the Agents or any other
Lender, and based on such


                                      
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<PAGE>   91


documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, assets, operations, property, financial
and other conditions, prospects and creditworthiness of the Credit Parties and
made its own decision to make its Loans hereunder and enter into this Credit
Agreement.  Each Lender also represents that it will, independently and without
reliance upon the Agents or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Credit Agreement, and to make such investigation as it deems necessary to
inform itself as to the  business, assets, operations, property, financial and
other conditions, prospects and creditworthiness of the Credit Parties.  Except
for notices, reports and other documents expressly required to be furnished to
the Lenders by the Administrative Agent hereunder, the Agents shall not have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, assets, property, financial or
other conditions, prospects or creditworthiness of the Credit Parties which may
come into the possession of the Agents or any of their officers, directors,
employees, agents, attorneys-in-fact or affiliates.

     10.7 INDEMNIFICATION.

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

     10.8 AGENTS IN THEIR INDIVIDUAL CAPACITY.

     Each Agent and its affiliates may make loans to, accept deposits from and
generally engage in any kind of business with the Borrower or any other Credit
Party as though such Agent were not an Agent hereunder.  With respect to the 
Loans made and Letters of Credit issued and all obligations owing to it, an 
Agent shall have the same rights and powers under this Credit

                                      
                                      
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Agreement as any Lender and may exercise the same as though they were not an
Agent, and the terms "Lender" and "Lenders" shall include each Agent in its
individual capacity.

     10.9 SUCCESSOR AGENT.

     Any Agent may, at any time, resign upon 20 days written notice to the
Lenders.  Upon any such resignation, the Required Lenders shall have the right
to appoint a successor Agent with the consent of the Borrower (provided that no
consent of the Borrower shall be required during the existence and continuation
of a Default or an Event of Default).  If no successor Agent shall have, within
45 days after the notice of resignation, (a) been appointed by the Required
Lenders and (b) accepted such appointment, then the retiring Agent shall select
a successor Agent; provided that such successor is a Lender hereunder or
qualifies as an Eligible Assignee.  Upon the acceptance of any appointment as
an Agent hereunder by a successor, such successor Agent shall thereupon succeed
to and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations as an Agent, as appropriate, under this Credit Agreement and the
other Credit Documents and the provisions of this Section 10.9 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
an Agent under this Credit Agreement.

                                  SECTION 11
                                MISCELLANEOUS

     11.1 NOTICES.

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

     11.2 RIGHT OF SET-OFF.

     In addition to any rights now or hereafter granted under applicable law
or otherwise, and not by way of limitation of any such rights, upon the
occurrence of an Event of Default and the commencement of remedies described in
Section 9.2, each Lender is authorized at any time and from time to time,
without presentment, demand, protest or other notice of any kind (all of which
rights being hereby expressly waived), to set-off and to appropriate and apply
any and all deposits (general or special) and any other indebtedness at any
time held or owing by such Lender (including, without limitation, branches,
agencies or Affiliates of such Lender wherever located) to or for the credit or
the account of any Credit Party against obligations and liabilities of such
Credit Party to the Lenders hereunder, under the Notes, the other Credit
Documents or otherwise,



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irrespective of whether the Administrative Agent or the Lenders shall have made
any demand hereunder and although such obligations, liabilities or claims, or
any of them, may be contingent or unmatured, and any such set-off shall be
deemed to have been made immediately upon the occurrence of an Event of Default
even though such charge is made or entered on the books of such Lender
subsequent thereto.  The Credit Parties hereby agree that any Person purchasing
a participation in the Loans and Commitments hereunder pursuant to Section
11.3(c) or 3.8 may exercise all rights of set-off with respect to its
participation interest as fully as if such Person were a Lender hereunder.

     11.3 BENEFIT OF AGREEMENT.

          (a) Generally.  This Credit Agreement shall be binding upon and inure
     to the benefit of and be enforceable by the respective successors and
     assigns of the parties hereto; provided that none of the Credit Parties
     may assign and transfer any of its interests (except as permitted by
     Section 8.4 or 8.5) without the prior written consent of the Lenders; and
     provided further that the rights of each Lender to transfer, assign or
     grant participations in its rights and/or obligations hereunder shall be
     limited as set forth below in subsections (b) and (c) of this Section
     11.3.  Notwithstanding the above (including anything set forth in
     subsections (b) and (c) of this Section 11.3), nothing herein shall
     restrict, prevent or prohibit any Lender from (A) pledging its Loans
     hereunder to a Federal Reserve Bank in support of borrowings made by such
     Lender from such Federal Reserve Bank, or (B) granting assignments or
     participations in such Lender's Loans and/or Commitments hereunder to its
     parent company and/or to any Affiliate of such Lender or to any existing
     Lender or Affiliate thereof.

          (b)  Assignments.  Each Lender may, with the prior written consent of
     the Borrower and the Administrative Agent (provided that no consent of the
     Borrower shall be required during the existence and continuation of an
     Event of Default), which consent shall not be unreasonably withheld or
     delayed, assign all or a portion of its rights and obligations hereunder
     pursuant to an assignment agreement substantially in the form of Exhibit
     11.3 to one or more Eligible Assignees; provided that (i) any such
     assignment shall be in a minimum aggregate amount of $5,000,000 of the
     Commitments and in integral multiples of $1,000,000 above such amount (or
     the remaining amount of Commitments held by such Lender),  (ii) each such
     assignment shall be of a constant, not varying, percentage of all of the
     assigning Lender's rights and obligations under the Commitment being
     assigned and (iii) after giving effect to any such assignment, no then
     existing Lender shall hold less than $10,000,000 of the Commitments.  Any
     assignment hereunder shall be effective upon satisfaction of the
     conditions set forth above and delivery to the Administrative Agent of a
     duly executed assignment agreement together with (except in the case of an
     assignment to an Affiliate) a transfer fee of $3,500 payable to the
     Administrative Agent for its own account.  Upon the effectiveness of any
     such assignment, the assignee shall become a "Lender" for all purposes of
     this Credit Agreement and the other Credit Documents and, to the extent of
     such assignment, the assigning Lender shall be relieved of its obligations
     hereunder to the extent of the Loans and Commitment components being
     assigned.  Along


                                      
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     such lines the Borrower agrees that upon notice of any such assignment
     and surrender of the appropriate Note or Notes, it will promptly provide
     to the assigning Lender and to the assignee separate promissory notes in
     the amount of their respective interests substantially in the form of the
     original Note or Notes (but with notation thereon that it is given in
     substitution for and replacement of the original Note or Notes or any
     replacement notes thereof).

     By executing and delivering an assignment agreement in accordance with
     this Section 11.3(b), the assigning Lender thereunder and the assignee
     thereunder shall be deemed to confirm to and agree with each other and the
     other parties hereto as follows: (i) such assigning Lender warrants that
     it is the legal and beneficial owner of the interest being assigned
     thereby free and clear of any adverse claim and the assignee warrants that
     it is an Eligible Assignee; (ii) except as set forth in clause (i) above,
     such assigning Lender makes no representation or warranty and assumes no
     responsibility with respect to any statements, warranties or
     representations made in or in connection with this Credit Agreement, any
     of the other Credit Documents or any other instrument or document
     furnished pursuant hereto or thereto, or the execution, legality,
     validity, enforceability, genuineness, sufficiency or value of this Credit
     Agreement, any of the other Credit Documents or any other instrument or
     document furnished pursuant hereto or thereto or the financial condition
     of any Credit Party or the performance or observance by any Credit Party
     of any of its obligations under this Credit Agreement, any of the other
     Credit Documents or any other instrument or document furnished pursuant
     hereto or thereto; (iii) such assignee represents and warrants that it is
     legally authorized to enter into such assignment agreement; (iv) such
     assignee confirms that it has received a copy of this Credit Agreement,
     the other Credit Documents and such other documents and information as it
     has deemed appropriate to make its own credit analysis and decision to
     enter into such assignment agreement; (v) such assignee will independently
     and without reliance upon the Agents, such assigning Lender or any other
     Lender, and based on such documents and information as it shall deem
     appropriate at the time, continue to make its own credit decisions in
     taking or not taking action under this Credit Agreement and the other
     Credit Documents; (vi) such assignee appoints and authorizes the
     Administrative Agent to take such action on its behalf and to exercise
     such powers under this Credit Agreement or any other Credit Document as
     are delegated to the Administrative Agent by the terms hereof or thereof,
     together with such powers as are reasonably incidental thereto; and (vii)
     such assignee agrees that it will perform in accordance with their terms
     all the obligations which by the terms of this Credit Agreement and the
     other Credit Documents are required to be performed by it as a Lender.

          (c)  Participations.  Each Lender may sell, transfer, grant or assign
     participations in all or any part of such Lender's interests and
     obligations hereunder; provided that (i) such selling Lender shall remain
     a "Lender" for all purposes under this Credit Agreement (such selling
     Lender's obligations under the Credit Documents remaining unchanged) and
     the participant shall not constitute a Lender hereunder, (ii) no such
     participant shall have, or be granted, rights to approve any amendment or
     waiver relating to this Credit Agreement or the other Credit Documents
     except to the extent any such amendment or waiver would (A)


                                      
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<PAGE>   95


     reduce the principal of or rate of interest on or fees in respect of
     any Loans in which the participant is participating or increase any
     Commitments with respect thereto, (B) postpone the date fixed for any
     payment of principal (including the extension of the final maturity of any
     Loan or the date of any mandatory prepayment), interest or fees in which
     the participant is participating, or (C) release all or substantially all
     of the collateral or guaranties (except as expressly provided in the
     Credit Documents) supporting any of the Loans or Commitments in which the
     participant is participating, (iii) sub-participations by the participant
     (except to an Affiliate, parent company or Affiliate of a parent company
     of the participant) shall be prohibited, (iv) any such participations
     shall be in a minimum aggregate amount of $5,000,000 of the Commitments
     and in integral multiples of $1,000,000 in excess thereof and (v) after
     giving effect to any such participation, no then existing Lender shall
     hold less than $10,000,000 of the Commitments.  In the case of any such
     participation, the participant shall not have any rights under this Credit
     Agreement or the other Credit Documents (the participant's rights against
     the selling Lender in respect of such participation to be those set forth
     in the participation agreement with such Lender creating such
     participation) and all amounts payable by the Borrower hereunder shall be
     determined as if such Lender had not sold such participation; provided,
     however, that such participant shall be entitled to receive additional
     amounts under Sections 3.9, 3.12, 3.13 and 3.14 to the same extent that
     the Lender from which such participant acquired its participation would be
     entitled to the benefit of such cost protection provisions.

     11.4 NO WAIVER; REMEDIES CUMULATIVE.

     No failure or delay on the part of an Agent or any Lender in exercising
any right, power or privilege hereunder or under any other Credit Document and
no course of dealing between the Borrower or any Credit Party and the Agents or
any Lender shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder or under any other Credit
Document preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder.  The rights and
remedies provided herein are cumulative and not exclusive of any rights or
remedies which the Agents or any Lender would otherwise have.  No notice to or
demand on any Credit Party in any case shall entitle any Credit Party to any
other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Agents or the Lenders to any other or
further action in any circumstances without notice or demand.

     11.5 PAYMENT OF EXPENSES; INDEMNIFICATION.

     The Credit Parties agree to:  (a) pay all reasonable, documented
out-of-pocket costs and expenses of (i) the Administrative Agent and
NationsBanc Capital Markets, Inc. ("NCMI")  in connection with (A) the
negotiation, preparation, execution and delivery and administration of this
Credit Agreement and the other Credit Documents and the documents and
instruments referred to therein (including, without limitation, the reasonable,
documented fees and expenses of Moore & Van Allen, special counsel to the
Administrative Agent), and (B) any amendment, waiver or consent relating hereto
and thereto including, but not limited to, any such amendments, waivers or



                                      
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consents resulting from or related to any work-out, renegotiation or
restructure relating to the performance by the Credit Parties under this Credit
Agreement and (ii) the Agents and the Lenders in connection with (A)
enforcement of the Credit Documents and the documents and instruments referred
to therein, including, without limitation, in connection with any such
enforcement, the reasonable, documented fees and disbursements of counsel for
the Agents and each of the Lenders, and (B) any bankruptcy or insolvency
proceeding of a Credit Party or any of its Subsidiaries and (b) indemnify each
Agent, NCMI and each Lender, its officers, directors, employees,
representatives and agents from and hold each of them harmless against any and
all losses, liabilities, claims, damages or expenses incurred by any of them as
a result of, or arising out of, or in any way related to, or by reason of, any
investigation, litigation or other proceeding (whether or not any Agent, NCMI
or Lender is a party thereto) related to (i) the entering into and/or
performance of any Credit Document or the use of proceeds of any Loans
(including other extensions of credit) hereunder or the consummation of any
other transactions contemplated in any Credit Document, including, without
limitation, the reasonable, documented fees and disbursements of counsel
incurred in connection with any such investigation, litigation or other
proceeding (but excluding any such losses, liabilities, claims, damages or
expenses to the extent incurred by reason of gross negligence or willful
misconduct on the part of the Person to be indemnified), (ii) any Environmental
Claim and (iii) any claims for Non-Excluded Taxes.

     11.6 AMENDMENTS, WAIVERS AND CONSENTS.

     Neither this Credit Agreement, nor any other Credit Document nor any of
the terms hereof or thereof may be amended, changed, waived, discharged or
terminated unless such amendment, change, waiver, discharge or termination is
in writing and signed by the Required Lenders and the then Credit Parties;
provided that no such amendment, change, waiver, discharge or termination shall
without the consent of each Lender affected thereby:

          (a)  extend the Revolving-A Loan Maturity Date, the Revolving-B Loan
     Maturity Date or the Term Loan Maturity Date or postpone or extend the
     time for any payment or prepayment of principal;

          (b)  reduce the rate or extend the time of payment of interest (other
     than as a result of waiving the applicability of any post-default increase
     in interest rates) thereon or fees or other amounts payable hereunder;

          (c)  reduce or waive the principal amount of any Loan;

          (d)  increase or extend the Commitment of a Lender or the total
     Commitments over the amount thereof in effect (it being understood and
     agreed that a waiver of any Default or Event of Default or a waiver of any
     mandatory reduction in the Commitments shall not constitute a change in
     the terms of any Commitment of any Lender);

          (e)  except upon the occurrence of a Collateral Termination Date,
     release all or substantially all of the Collateral securing the Credit
     Party Obligations hereunder;


                                      
                                      90
                                      

<PAGE>   97



          (f)  release the Borrower from its obligations or release all or
     substantially all of the other Credit Parties from their respective
     obligations under the Credit Documents, unless such Credit Party no longer
     shall be a Material Domestic Subsidiary or Material First Tier Foreign
     Subsidiary, in which case (i) all Liens on the capital stock of such
     Person shall be released and (ii) such Person no longer shall be deemed to
     be a Guarantor or a Credit Party hereunder, all without the consent of any
     Person except the Collateral Agent;

          (g)  amend, modify or waive any provision of this Section or Section
     3.4(a), 3.4(b)(i), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a),
     11.2, 11.3 or 11.5;

          (h)  reduce any percentage specified in, or otherwise modify, the
     definition of Required Lenders; or

          (i)  consent to the assignment or transfer by the Borrower of any of 
     its rights and obligations under (or in respect of) the Credit Documents.

          No provision of Section 10 may be amended or modified without the
     consent of the Administrative Agent.

Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (x) each Lender is entitled to vote
as such Lender sees fit on any reorganization plan that affects the Loans or
the Letters of Credit, and each Lender acknowledges that the provisions of
Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent
provisions set forth herein and (y) the Required Lenders may consent to allow a
Credit Party to use cash collateral in the context of a bankruptcy or
insolvency proceeding.

     11.7  COUNTERPARTS.

     This Credit Agreement may be executed in any number of counterparts, each
of which where so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument.  Delivery of executed
counterparts by telecopy shall be as effective as an original and shall
constitute a representation that an original will be delivered.

     11.8  HEADINGS.

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

     11.9  DEFAULTING LENDER.

     Each Lender understands and agrees that if such Lender is a Defaulting
Lender then notwithstanding the provisions of Section 11.6 it shall not be
entitled to vote on any matter requiring the consent of the Required Lenders or
to object to any matter requiring the consent of all


                                      
                                      91
                                      



<PAGE>   98


the Lenders; provided, however, that all other benefits and obligations under
the Credit Documents shall apply to such Defaulting Lender.

     11.10  SURVIVAL OF INDEMNIFICATION AND REPRESENTATIONS AND WARRANTIES.

     All indemnities set forth herein and all representations and warranties
made herein shall survive the execution and delivery of this Credit Agreement,
the making of the Loans, the issuance of the Letters of Credit and the
repayment of the Loans, LOC Obligations and other obligations and the
termination of the Commitments hereunder.

     11.11  GOVERNING LAW; JURISDICTION.

            (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
     OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY
     AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
     NORTH CAROLINA.  Any legal action or proceeding with respect to this
     Agreement or any other Credit Document may be brought in the courts of the
     State of North Carolina or of the United States for the Western District
     of North Carolina, and, by execution and delivery of this Credit
     Agreement, each Credit Party hereby irrevocably accepts for itself and in
     respect of its property, generally and unconditionally, the jurisdiction
     of such courts.  Each Credit Party further irrevocably consents to the
     service of process out of any of the aforementioned courts in any such
     action or proceeding by the mailing of copies thereof by registered or
     certified mail, postage prepaid, to it at the address for notices pursuant
     to Section 11.1, such service to become effective 15 days after such
     mailing. Nothing herein shall affect the right of a Lender to serve
     process in any other manner permitted by law or to commence legal
     proceedings or to otherwise proceed against a Credit Party in any other
     jurisdiction.  Each Credit Party agrees that a final judgment in any
     action or proceeding shall be conclusive and may be enforced in other
     jurisdictions by suit on the judgment or in any other manner provided by
     law; provided that nothing in this Section 11.11(a) is intended to impair
     a Credit Party's right under applicable law to appeal or seek a stay of
     any judgment.

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


                                      
                                      92
                                      

<PAGE>   99


     11.12  WAIVER OF JURY TRIAL.

     EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

     11.13  TIME.

     All references to time herein shall be references to Eastern Standard Time
or Eastern Daylight time, as the case may be, unless specified otherwise.

     11.14  SEVERABILITY.

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

     11.15  FURTHER ASSURANCES.

     The Credit Parties agree, upon the request of the Agents, to promptly take
such actions, as reasonably requested, as are necessary to carry out the intent
of this Credit Agreement and the other Credit Documents, including, but not
limited to, such actions as are necessary to ensure that, during any Collateral
Period, the Lenders have a perfected security interest in the Collateral
subject to no Liens other than Permitted Liens.

     11.16  CONFIDENTIALITY.

     Each Lender agrees that it will use its reasonable best efforts to keep
confidential and to cause any representative designated under Section 7.11 to
keep confidential any non-public information from time to time supplied to it
under any Credit Document; provided, however, that nothing herein shall prevent
the disclosure of any such information to (a) the extent a Lender in good faith
believes such disclosure is required by Requirement of Law, (b) counsel for a
Lender or to its accountants, (c) bank examiners or auditors or comparable
Persons, (d) any affiliate of a Lender, (e) any other Lender, or any assignee,
transferee or participant, or any potential assignee, transferee or
participant, of all or any portion of any Lender's rights under this Agreement
who is notified of the confidential nature of the information and who agrees,
orally or otherwise, to be bound by the provisions of this Section 11.16 or (f)
any other Person in connection with any litigation to which any one or more of
the Lenders is a party; and provided further that no Lender shall have any
obligation under this Section 11.16 to the extent any such information becomes
available on a non-confidential basis from a source other than a Credit Party
or that any information becomes publicly available other than by a breach of
this Section 11.16.


                                      
                                      93
                                      

<PAGE>   100


     11.17  ENTIRETY.

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

     11.18  BINDING EFFECT.

     This Credit Agreement shall become effective at such time when all of the
conditions set forth in Section 5.1 have been satisfied or waived by the
Lenders and it shall have been executed by the Borrower, the Guarantors and the
Agents, and the Agents shall have received copies hereof (telefaxed or
otherwise) which, when taken together, bear the signatures of each Lender, and
thereafter this Credit Agreement shall be binding upon and inure to the benefit
of the Borrower, the Guarantors, the Agents and each Lender and their
respective successors and assigns.

     11.19  SURVIVAL OF RIGHTS; REMEDIES.

     All rights and remedies of the Agents and/or the Lenders which are
required to survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder only shall survive until all
statutes of limitation which pertain to any actions which might be brought by
the Agents or any Lender with respect to this Agreement or the transactions
contemplated hereby have lapsed.

     11.20  COLLATERAL TERMINATION DATE.

     Upon any Collateral Termination Date and until the occurrence of a
subsequent Collateral Effective Date:

          (a)  The pledges and grants of security interests pursuant to the     
     Pledge Agreements, and the covenants and other agreements contained
     therein, shall no longer be effective and otherwise cease and be of no
     further force and effect;

          (b)  The Collateral Agent shall, at the expense of the Borrower, (i)
     return all items described in Section 7.13 to the applicable Credit Party
     and (ii) execute and deliver such Uniform Commercial Code termination
     statements to evidence the termination described in clause (a) above; and

          (c)  the representation and warranty set forth on Schedule 7.13 no
     longer shall be deemed to be included in this Agreement.


                                      
                                      94
                                      

<PAGE>   101



     Notwithstanding the provisions of this Section 11.20 to the contrary, if,
after a Collateral Termination Date, a Collateral Effective Date shall occur
again, then the provisions of Section 7.13 again shall apply.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      95
                                      







<PAGE>   102


     Each of the parties hereto has caused a counterpart of this Credit
Agreement to be duly executed and delivered as of the date first above written.

BORROWER:

                                       FRUIT OF THE LOOM, INC.,
                                       a Delaware corporation

                                       By:
                                          --------------------------
                                       Name:  Brian J. Hanigan
                                       Title:  Vice President and Treasurer




                                      1
                                      
<PAGE>   103



GUARANTORS:


                                       UNION UNDERWEAR COMPANY, INC.,
                                       a New York corporation



                                       ALICEVILLE COTTON MILL, INC.,
                                       an Alabama corporation



                                       THE B.V.D. LICENSING CORPORATION,
                                       a Delaware corporation



                                       FAYETTE COTTON MILL, INC.,
                                       an Alabama corporation



                                       FOL CARIBBEAN CORPORATION,
                                       a Delaware corporation



                                       FRUIT OF THE LOOM ARKANSAS, INC.,
                                       an Arkansas corporation




                                      
                                      2
                                      
                                      
<PAGE>   104



                                       FRUIT OF THE LOOM CARIBBEAN, INC.,
                                       a Delaware corporation



                                       FRUIT OF THE LOOM, INC.,
                                       a New York corporation



                                       FRUIT OF THE LOOM TEXAS, INC.,
                                       a Texas corporation



                                       FTL SALES COMPANY, INC.,
                                       a New York corporation



                                       GITANO FASHIONS LIMITED,
                                       a Delaware corporation



                                       GREENVILLE MANUFACTURING, INC.,
                                       a Mississippi corporation



                                       JET SEW TECHNOLOGIES, INC.,
                                       a New York corporation



                                      
                                      3
                                      


<PAGE>   105



                                       MARTIN MILLS, INC.,
                                       a Louisiana corporation



                                       PRO PLAYER, INC.,
                                       a New York corporation



                                       RABUN APPAREL, INC.,
                                       a Georgia corporation



                                       RUSSELL HOSIERY MILLS, INC.,
                                       a North Carolina corporation



                                       SALEM SPORTSWEAR CORPORATION,
                                       a Delaware corporation



                                       SHERMAN WAREHOUSE CORPORATION,
                                       a Mississippi corporation



                                      4
                                      

<PAGE>   106



                                       UNION SALES, INC.,
                                       a Delaware corporation



                                       UNION YARN MILLS, INC.,
                                       an Alabama corporation


                                       WHITMIRE MANUFACTURING, INC.,
                                       a South Carolina corporation



                                       WINFIELD COTTON MILL, INC.,
                                       an Alabama corporation



                                       FTL REGIONAL SALES COMPANY, INC.,
                                       a Delaware corporation



                                       LEESBURG YARN MILLS, INC.,
                                       an Alabama corporation



                                       SALEM SPORTSWEAR, INC.,
                                       a New Hampshire corporation


                                       FRUIT OF THE LOOM TRADING COMPANY,
                                       a Delaware corporation



                                      5
                                      

<PAGE>   107



                                       DEKALB KNITTING CORPORATION,
                                       an Alabama corporation

                                       By:
                                          -----------------------------
                                       Name:  Brian J. Hanigan
                                       Title: Vice President and a Financial
                                              Officer of each of the foregoing 
                                              entities identified as a Guarantor



                                      
                                      6
                                      


<PAGE>   108


LENDERS:


                                 NATIONSBANK, N.A.,
                                 individually in its capacity as a Lender and in
                                 its capacity as Administrative Agent and
                                 Collateral Agent


                                 By:
                                    ---------------------------------
                                 Name:  Lisa S. Donoghue
                                 Title: Vice President




                                      
                                      7
                                      

<PAGE>   109



                                 BANKERS TRUST COMPANY


                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------





                                      8
                                      
                                      
<PAGE>   110


                                 THE BANK OF NEW YORK


                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------






                                      
                                      
                                      9
                                      

<PAGE>   111


                                 THE BANK OF NOVA SCOTIA



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------




                                      
                                      10
                                      

<PAGE>   112



                                 THE CHASE MANHATTAN BANK



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------





                                      
                                      11
                                      

<PAGE>   113


                                 ABN AMRO BANK N.V.



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------







                                      12
                                      
                                      
<PAGE>   114


                                 BANK AUSTRIA AG, NEW YORK BRANCH



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------







                                      13
                                      
                                      
<PAGE>   115


                                 BANK OF AMERICA NT & SA



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------






                                      14
                                      
                                      
<PAGE>   116


                                 CAISSE NATIONALE DE CREDIT AGRICOLE



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------




                                      
                                      
                                      15
                                      


<PAGE>   117


                                 CREDIT LYONNAIS CHICAGO BRANCH



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------






                                      16
                                      

<PAGE>   118



                                 CREDIT SUISSE FIRST BOSTON



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------





                                      
                                      17
                                      

<PAGE>   119


                                 THE FIRST NATIONAL BANK OF CHICAGO



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------





                                      18
                                      


<PAGE>   120


                                 THE FUJI BANK, LIMITED



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------




                                      
                                      19
                                      

<PAGE>   121



                                 GULF INTERNATIONAL BANK B.S.C.



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------





                                      20
                                      



<PAGE>   122


                                 HIBERNIA NATIONAL BANK



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------




                                      
                                      21
                                      

<PAGE>   123


                                 THE INDUSTRIAL BANK OF JAPAN, LIMITED



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------




                                      22
                                      
                                      
<PAGE>   124


                                 THE LONG-TERM CREDIT BANK OF JAPAN, LTD.



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------





                                      23
                                      
                                      

<PAGE>   125


                                 THE NORTHERN TRUST COMPANY



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------






                                      24
                                      

<PAGE>   126

                                 COOPERATIEVE CENTRALE RAIFFEISEN-
                                 BOEVENLEENBANK B.A. "RABOBANK
                                 NEDERLAND", NEW YORK BRANCH



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------





                                      
                                      25
                                      

<PAGE>   127


                                 SOCIETE GENERALE



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------





                                      
                                      26
                                      

<PAGE>   128


                                 TORONTO DOMINION (TEXAS), INC.



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------






                                      27
                                      
<PAGE>   129


                                 UNION BANK OF CALIFORNIA, N.A.



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------






                                      28
                                      
<PAGE>   130


                                 THE ASAHI BANK, LTD., NEW YORK BRANCH



                                 By:
                                    ------------------------------
                                 Name:
                                      ----------------------------
                                 Title:
                                       ---------------------------





                                      29