CATALINA LIGHTING INC
AMENDED REVOLVING CREDIT AGREEMNT - JULY 23, 2001
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>dex101.txt
<DESCRIPTION>AMENDED REVOLVING CREDIT AGREEMNT - JULY 23, 2001
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                           THIRD AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

                            dated as of July 23, 2001

                                      among

                            CATALINA LIGHTING, INC.,

                         CATALINA INTERNATIONAL LIMITED,

                                formerly known as

                           CATALINA INTERNATIONAL PLC,

                 RING LIMITED (formerly known as RING PLC), and

                   THE LENDERS FROM TIME TO TIME PARTY HERETO,
                                       and

                     SUNTRUST BANK as Administrative Agent.

================================================================================

             SUNTRUST EQUITABLE SECURITIES CORPORATION, as Arranger

================================================================================
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I. DEFINITIONS; CONSTRUCTION...........................................6

   SECTION 1.01. DEFINITIONS...................................................6
   SECTION 1.02. ACCOUNTING TERMS AND DETERMINATION...........................37
   SECTION 1.03. OTHER DEFINITIONAL TERMS.....................................37
   SECTION 1.04. EXHIBITS AND SCHEDULES.......................................37
   SECTION 1.05. PLURAL TERMS.................................................37

ARTICLE II. AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS..................37

   SECTION 2.01. REVOLVING CREDIT COMMITMENTS.................................37
   SECTION 2.02. DOMESTIC REVOLVING COMMITMENT................................38
   SECTION 2.03. STERLING REVOLVING CREDIT COMMITMENT.........................39
   SECTION 2.04. L/C SUBCOMMITMENTS...........................................40
   SECTION 2.05. NOTICE OF ISSUANCE OF L/C; AGREEMENT TO ISSUE................41
   SECTION 2.06. PAYMENT OF AMOUNTS DRAWN UNDER ANY L/C.......................42
   SECTION 2.07. PAYMENT BY REVOLVING LENDERS.................................44
   SECTION 2.08. OBLIGATIONS ABSOLUTE.........................................44
   SECTION 2.09. INDEMNIFICATION; NATURE OF ISSUING BANKS' DUTIES.............45
   SECTION 2.10. DOMESTIC SWINGLINE SUBCOMMITMENT.............................45
   SECTION 2.11. STERLING SWINGLINE SUBCOMMITMENT.............................46
   SECTION 2.12. REDUCTIONS OF REVOLVING CREDIT COMMITMENTS...................47
   SECTION 2.13. USE OF PROCEEDS..............................................48
   SECTION 2.14. UNLAWFUL FINANCIAL ASSISTANCE................................48

ARTICLE III. TERM A LOANS.....................................................48

   SECTION 3.01. TERM A LOANS.................................................48
   SECTION 3.02. USE OF PROCEEDS..............................................49

ARTICLE IV. TERM B LOANS......................................................49

   SECTION 4.01. TERM B LOANS.................................................49
   SECTION 4.02. USE OF PROCEEDS..............................................49

ARTICLE V. GENERAL LOAN TERMS.................................................49

   SECTION 5.01. DISBURSEMENT OF FUNDS........................................49
   SECTION 5.02. INTEREST ON LOANS............................................50
   SECTION 5.03. INTEREST PERIODS.............................................51
   SECTION 5.04. DEFAULT INTEREST.............................................52
   SECTION 5.05. FEES.........................................................52
   SECTION 5.06. VOLUNTARY PREPAYMENTS OF REVOLVING LOANS.....................53
   SECTION 5.07. VOLUNTARY PREPAYMENTS OF TERM LOANS..........................53
   SECTION 5.08. MANDATORY PREPAYMENTS OF LOANS...............................54
   SECTION 5.09. PAYMENTS, ETC................................................56
   SECTION 5.10. APPORTIONMENT OF PAYMENTS; ALLOCATION OF PROCEEDS
                   FROM COLLATERAL............................................58
   SECTION 5.11. SHARING OF PAYMENTS, ETC.....................................59
   SECTION 5.12. INTEREST RATE NOT ASCERTAINABLE; ETC.........................59
   SECTION 5.13. ILLEGALITY...................................................59
   SECTION 5.14. INCREASED COSTS..............................................60
   SECTION 5.15. LENDING OFFICES..............................................61
<PAGE>

   SECTION 5.16. FUNDING LOSSES...............................................61
   SECTION 5.17. ASSUMPTIONS CONCERNING FUNDING OF LIBOR LOANS................61
   SECTION 5.18. CAPITAL ADEQUACY.............................................62
   SECTION 5.19. RIGHT TO REPLACE LENDERS.....................................62
   SECTION 5.20. FAILURE TO PAY IN APPROPRIATE CURRENCY.......................62
   SECTION 5.21. EFFECT OF MONETARY UNION.....................................62

ARTICLE VI. CONDITIONS TO LOANS...............................................63

   SECTION 6.01. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS
                   AGREEMENT..................................................63
   SECTION 6.02. CONDITIONS PRECEDENT TO EACH LOAN AND EACH L/C...............65
   SECTION 6.03. EFFECT OF AMENDMENT AND RESTATEMENT..........................66

ARTICLE VII. REPRESENTATIONS AND WARRANTIES...................................67

   SECTION 7.01. ORGANIZATIONAL EXISTENCE; COMPLIANCE WITH LAW................67
   SECTION 7.02. ORGANIZATIONAL POWER; AUTHORIZATION..........................67
   SECTION 7.03. ENFORCEABLE OBLIGATIONS......................................67
   SECTION 7.04. NO LEGAL BAR.................................................67
   SECTION 7.05. NO MATERIAL LITIGATION.......................................67
   SECTION 7.06. INVESTMENT COMPANY ACT, ETC..................................67
   SECTION 7.07. MARGIN REGULATIONS...........................................68
   SECTION 7.08. COMPLIANCE WITH ENVIRONMENTAL LAWS...........................68
   SECTION 7.09. INSURANCE....................................................68
   SECTION 7.10. NO DEFAULT...................................................68
   SECTION 7.11. NO BURDENSOME RESTRICTIONS...................................68
   SECTION 7.12. TAXES........................................................68
   SECTION 7.13. SUBSIDIARIES.................................................69
   SECTION 7.14. FINANCIAL STATEMENTS.........................................69
   SECTION 7.15. ERISA........................................................69
   SECTION 7.16. PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC...............70
   SECTION 7.17. OWNERSHIP OF PROPERTY........................................71
   SECTION 7.18. INDEBTEDNESS.................................................71
   SECTION 7.19. FINANCIAL CONDITION..........................................71
   SECTION 7.20. LABOR MATTERS................................................71
   SECTION 7.21. PAYMENT OR DIVIDEND RESTRICTIONS.............................71
   SECTION 7.22. REPRESENTATIONS AND WARRANTIES RELATING TO ACCOUNTS..........71
   SECTION 7.23. REPRESENTATIONS AND WARRANTIES RELATING TO INVENTORY.........72
   SECTION 7.24. OWNERSHIP OF STOCK OF THE BORROWERS..........................72
   SECTION 7.25. DISCLOSURE...................................................72
   SECTION 7.26. SUBORDINATION OF SUBORDINATED INDEBTEDNESS...................72

ARTICLE VIII. AFFIRMATIVE COVENANTS...........................................73

   SECTION 8.01. ORGANIZATIONAL EXISTENCE ETC.................................73
   SECTION 8.02. COMPLIANCE WITH LAWS, ETC....................................73
   SECTION 8.03. PAYMENT OF TAXES AND CLAIMS, ETC.............................73
   SECTION 8.04. KEEPING OF BOOKS.............................................73
   SECTION 8.05. VISITATION, INSPECTION, COLLATERAL APPRAISALS AND
                   AUDITS, ETC................................................73
   SECTION 8.06. INSURANCE; MAINTENANCE OF PROPERTIES.........................74
   SECTION 8.07. REPORTING COVENANTS..........................................74
   SECTION 8.08. FINANCIAL COVENANTS..........................................77
   SECTION 8.09. ADDITIONAL CREDIT PARTIES....................................78
   SECTION 8.10. SUBORDINATED DEBT PLACEMENT; EQUITY ISSUANCE.................79
   SECTION 8.11. ACQUISITION FINANCING INDEMNITY..............................79
   SECTION 8.12. HONG KONG REORGANIZATION.....................................79
   SECTION 8.13. MORTGAGE ON TUPELO WAREHOUSE.................................80


                                      -2-
<PAGE>

ARTICLE IX. NEGATIVE COVENANTS................................................80

   SECTION 9.01.   INDEBTEDNESS...............................................80
   SECTION 9.02.   LIENS......................................................81
   SECTION 9.03.   MERGERS, CONSOLIDATIONS, ACQUISITIONS, SALES, ETC..........82
   SECTION 9.04.   INVESTMENTS, LOANS, ETC....................................82
   SECTION 9.05.   LEASE OBLIGATIONS..........................................83
   SECTION 9.06.   RESTRICTED PAYMENTS........................................83
   SECTION 9.07.   SALE AND LEASEBACK TRANSACTIONS............................83
   SECTION 9.08.   TRANSACTIONS WITH AFFILIATES...............................83
   SECTION 9.09.   ERISA......................................................84
   SECTION 9.10.   ADDITIONAL NEGATIVE PLEDGES................................84
   SECTION 9.11.   LIMITATION ON PAYMENT RESTRICTIONS AFFECTING
                    CONSOLIDATED COMPANIES....................................84
   SECTION 9.12.   CONSOLIDATED CAPITAL EXPENDITURES..........................84
   SECTION 9.13.   CHANGE IN BUSINESS.........................................84
   SECTION 9.14.   MODIFICATION OF CORPORATE NAME, CHARTER, ETC...............84
   SECTION 9.15.   CHANGES RELATED TO SUBORDINATED DEBT.......................85

ARTICLE X. EVENTS OF DEFAULT..................................................85

   SECTION 10.01. PAYMENTS....................................................85
   SECTION 10.02. COVENANTS WITHOUT NOTICE....................................85
   SECTION 10.03. OTHER COVENANTS.............................................85
   SECTION 10.04. REPRESENTATIONS.............................................85
   SECTION 10.05. NON-PAYMENTS OF OTHER INDEBTEDNESS..........................85
   SECTION 10.06. DEFAULTS UNDER OTHER AGREEMENTS.............................85
   SECTION 10.07. BANKRUPTCY..................................................86
   SECTION 10.08. ERISA.......................................................86
   SECTION 10.09. JUDGMENT....................................................86
   SECTION 10.10. CHANGE IN CONTROL;..........................................86
   SECTION 10.11. DEFAULT UNDER OTHER CREDIT DOCUMENTS........................86
   SECTION 10.12. DEFAULT UNDER SUBORDINATED DEBT.............................87
   SECTION 10.13. ATTACHMENTS.................................................87

ARTICLE XI. ADMINISTRATIVE AGENT, ISSUING BANK AND SWING LINE LENDER..........87

   SECTION 11.01. APPOINTMENT OF ADMINISTRATIVE AGENT.........................87
   SECTION 11.02. APPOINTMENT OF ISSUING BANKS................................87
   SECTION 11.03. APPOINTMENT OF SWINGLINE LENDERS............................88
   SECTION 11.04. NATURE OF DUTIES OF ADMINISTRATIVE AGENT, ISSUING
                    BANKS AND SWINGLINE LENDERS...............................88
   SECTION 11.05. LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT, THE
                    ISSUING BANKS AND THE SWINGLINE LENDERS...................88
   SECTION 11.06. CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT, THE ISSUING
                    BANKS AND THE SWINGLINE LENDERS...........................88
   SECTION 11.07. RELIANCE BY ADMINISTRATIVE AGENT, ISSUING BANK AND THE
                    SWINGLINE LENDER..........................................89
   SECTION 11.08. INDEMNIFICATION OF ADMINISTRATIVE AGENT, THE ISSUING
                    BANKS AND THE SWINGLINE LENDERS...........................89
   SECTION 11.09. THE ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE
                    SWINGLINE LENDERS IN THEIR INDIVIDUAL CAPACITIES..........90
   SECTION 11.10. HOLDERS OF NOTES............................................90
   SECTION 11.11. SUCCESSOR ADMINISTRATIVE AGENT..............................90

ARTICLE XII. MISCELLANEOUS....................................................91

   SECTION 12.01. NOTICES.....................................................91
   SECTION 12.02. AMENDMENTS, ETC.............................................91
   SECTION 12.03. NO WAIVER; REMEDIES CUMULATIVE..............................92
   SECTION 12.04. PAYMENT OF EXPENSES, ETC....................................92


                                      -3-
<PAGE>

   SECTION 12.05. RIGHT OF SETOFF.............................................93
   SECTION 12.06. BENEFIT OF AGREEMENT........................................93
   SECTION 12.07. EXCHANGE OF NOTES; LOST NOTES...............................94
   SECTION 12.08. GOVERNING LAW; SUBMISSION TO JURISDICTION...................94
   SECTION 12.09. INDEPENDENT NATURE OF LENDERS' RIGHTS.......................95
   SECTION 12.10. COUNTERPARTS................................................95
   SECTION 12.11. SURVIVAL....................................................95
   SECTION 12.12. SEVERABILITY................................................96
   SECTION 12.13. INDEPENDENCE OF COVENANTS...................................96
   SECTION 12.14. CHANGE IN ACCOUNTING PRINCIPLES, FISCAL YEAR OR TAX LAWS....96
   SECTION 12.15. HEADINGS DESCRIPTIVE; ENTIRE AGREEMENT......................96
   SECTION 12.16. MAXIMUM INTEREST RATE.......................................96
   SECTION 12.17. JUDGMENT CURRENCY...........................................96
   SECTION 12.18. DOLLAR EQUIVALENT COMPUTATIONS..............................97
   SECTION 12.19. STERLING EQUIVALENT COMPUTATIONS............................97
   SECTION 12.20. MARKET DISRUPTION...........................................97

Exhibits

Exhibit A     -  Form of Assignment and Acceptance Agreement
Exhibit B     -  Form of Revolving Credit Note
Exhibit C     -  Form of Term A Note
Exhibit D     -  Form of Term B Note
Exhibit E-1   -  Form of Domestic Swingline Note
Exhibit E-2   -  Form of UK Swingline Note
Exhibit F     -  Form of Closing Certificate
Exhibit G     -  Form of Compliance Certificate
Exhibit H     -  Form of Borrowing Base Certificate
Exhibit I     -  Form of Pledged Account Agreement
Exhibit J     -  Form of Domestic Revolving Notice of Borrowing
Exhibit K     -  Form of Domestic Revolving Notice of Conversion/Continuation
Exhibit L     -  Form of Sterling Revolving Notice of Borrowing
Exhibit M     -  Form of Sterling Revolving Notice of Continuation
Exhibit N     -  Form of Sterling Swingline Notice of Borrowing
Exhibit O     -  Form of Domestic Swingline Notice of Borrowing

Schedules

Schedule 1.01 -- Existing L/Cs
Schedule 3.01 -- Term A Loan Amortization
Schedule 4.01 -- Term B Loan Amortization
Schedule 7.05 -- Non-Material Litigation
Schedule 7.08 -- Environmental
Schedule 7.09 -- Insurance
Schedule 7.13 -- Subsidiaries
Schedule 7.15 -- ERISA
Schedule 7.21 -- Payment and Dividend Restrictions
Schedule 7.24 -- Ownership of Stock of the Borrowers
Schedule 9.01 -- Indebtedness
Schedule 9.02 -- Liens
Schedule 9.04 -- Investments
Schedule 9.08 -- Transactions with Affiliates
Schedule 9.10 -- Negative Pledges
Schedule 9.11 -- Payment Restrictions


                                      -4-
<PAGE>

                           THIRD AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

      THIS THIRD AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
(this "Agreement") is made and entered into as of July 23, 2001, by and among
CATALINA LIGHTING, INC., a Florida corporation ("Domestic Borrower"), CATALINA
INTERNATIONAL LIMITED, FORMERLY KNOWN AS CATALINA INTERNATIONAL PLC, a limited
company organized under the laws of England and Wales (Registered in England No.
03949382) ("Holdings Borrower"), and RING LIMITED (formerly known as Ring PLC),
a limited company organized under the laws of England and Wales (Registered in
England No. 29796) ("Sterling Borrower"; Domestic Borrower, Holdings Borrower
and Sterling Borrower are collectively referred to herein as the "Borrowers" and
individually as a "Borrower"), SUNTRUST BANK, a Georgia banking corporation
("SunTrust"), and the other banks and lending institutions that are signatories
to this Agreement and that hereafter become "Lenders" as provided herein
(SunTrust and such other banks and lending institutions, collectively, the
"Lenders"), and SUNTRUST BANK, in its capacities as Administrative Agent for the
Lenders (the "Administrative Agent"), as Domestic Issuing Bank (the "Domestic
Issuing Bank"), as Domestic Swingline Lender (the "Domestic Swingline Lender"),
as UK Issuing Bank (the "UK Issuing Bank"), and as UK Swingline Lender (the "UK
Swingline Lender").

                              W I T N E S S E T H:

      WHEREAS, Domestic Borrower and Holdings Borrower entered into that certain
Revolving Credit and Term Loan Agreement dated as of July 18, 2000, by and among
Domestic Borrower, Holdings Borrower, the Lenders, the Administrative Agent, the
Domestic Issuing Bank, the Domestic Swingline Lender, the UK Issuing Bank and
the UK Swingline Lender (the "Original Credit Agreement"); and

      WHEREAS, the Borrowers, the Lenders, the Administrative Agent, the
Domestic Issuing Bank, the Domestic Swingline Lender, the UK Issuing Bank and
the UK Swingline Lender entered into that certain Amended and Restated Revolving
Credit and Term Loan Agreement dated as of August 18, 2000 (the "August 18, 2000
Amendment and Restatement"); and

      WHEREAS, pursuant to the August 18, 2000 Amendment and Restatement Ring
Limited (formerly known as Ring PLC) became the Sterling Borrower thereunder;
and

      WHEREAS, pursuant to the Original Credit Agreement and the August 18, 2000
Amendment and Restatement, the Lenders established certain credit facilities,
subcommitments and commitments; and

      WHEREAS, the Borrowers, the Lenders, the Administrative Agent, the
Domestic Issuing Bank, the Domestic Swingline Lender, the UK Issuing Bank and
the UK Swingline Lender entered into that certain Amended and Restated Revolving
Credit and Term Loan Agreement dated as of September 22, 2000 (the "September
22, 2000 Amendment and Restatement"); and

      WHEREAS, pursuant to the September 22, 2000 Amendment and Restatement, the
Lenders amended the August 18, 2000 Amendment and Restatement and (i)
established (a) a domestic revolving credit commitment in favor of the Domestic
Borrower in the amount of $20,000,000 and (b) a Sterling revolving credit
commitment in favor of the Sterling Borrower in the amount of the Sterling
Equivalent of $25,000,000 and (ii) maintained outstanding one term loan in the
principal amount of (pound)9,934,432.74 (which was, as of July 18, 2000, the
Sterling Equivalent of $15,000,000) to the Holdings Borrower and (iii)
maintained outstanding one term loan in the amount of $15,000,000 to the
Domestic Borrower; and


                                      -5-
<PAGE>

      WHEREAS, the parties hereto desire to enter into this Agreement to amend
and restate the September 22, 2000 Amendment and Restatement to reflect certain
changes in the terms and conditions of the September 22, 2000 Amendment and
Restatement as more fully set forth herein;

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Borrowers, the Lenders, the Administrative Agent, the
Domestic Issuing Bank, the Domestic Swingline Lender, the UK Issuing Bank and
the UK Swingline Lender, agree as follows:

                                   ARTICLE I.

                            DEFINITIONS; CONSTRUCTION

      Section 1.01. Definitions. In addition to the other terms defined herein,
the following terms used herein shall have the meanings herein specified (to be
equally applicable to both the singular and plural forms of the terms defined):

            "Account Debtor" shall mean any Person who is obligated under an
Account.

            "Accounts" shall mean, for any Person, all "accounts" (as defined in
the UCC), now or hereafter owned or acquired by such Person or in which such
Person now or hereafter has or acquires any rights, and, in any event, shall
mean and include, without limitation, (a) all accounts receivable, contract
rights, book debts, notes, drafts, choses in action and other obligations or
indebtedness owing to such Person arising from the sale or lease of goods or
other property by it or the performance of services by it (including, without
limitation, any such obligation which might be characterized as an account,
contract right or general intangible under the Uniform Commercial Code in effect
in any jurisdiction), (b) all of such Person's rights in, to and under all
purchase and sales orders for goods, services or other property, and all of such
Person's rights to any goods, services or other property represented by any of
the foregoing (including returned or repossessed goods and unpaid sellers'
rights of rescission, replevin, reclamation and rights to stoppage in transit),
(c) all monies due to or to become due to such Person under all contracts for
the sale, lease or exchange of goods or other property or the performance of
services by it (whether or not yet earned by performance on the part of such
Person), and (d) all collateral security and guarantees of any kind given by
such Person with respect to any of the foregoing, in each case whether now in
existence or hereafter arising or acquired.

            "Acquisition" means the July 5, 2000, acquisition by the Holdings
Borrower of Ring Limited (formerly known as Ring PLC).

            "Active Subsidiary" shall mean each Subsidiary of the Domestic
Borrower that has any assets, liabilities or conducts any business whatsoever.

            "Administrative Agent" shall have the meaning assigned to such term
in the opening paragraph hereof.

            "Administrative Agent's Fee" shall mean the "Administrative Agent's
Fee" payable by the Borrowers to the Administrative Agent pursuant to the Fee
Letter.

            "Administrative Agent's Warrant" shall mean that certain Warrant
authorized and issued by the Domestic Borrower to the Administrative Agent to
purchase shares of Common Stock of the Company.

            "Affiliate" of any Person shall mean any other Person directly or
indirectly controlling, controlled by, or under common control with, such
Person, whether through the ownership of voting securities, by contract or
otherwise. For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by", and "under
common control with") as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person.


                                      -6-
<PAGE>

            "Agreement" shall mean this Third Amended and Restated Revolving
Credit and Term Loan Agreement, as the same may be amended, restated,
supplemented and otherwise modified from time to time.

            "Applicable Base Rate Margin" shall mean, for the period commencing
January 1, 2001 and continuing until such time that the Leverage Ratio reflected
by the annual financial statements required under Section 8.07(a) or the
quarterly financial statements for each Fiscal Quarter required under Section
8.07(b) is less than 3.50:1:00 calculated as of the relevant determination date
for the preceding four fiscal quarter period then ending, 2.00% per annum. If
the Leverage Ratio reflected by the annual financial statements required under
Section 8.07(a) or the quarterly financial statements for each Fiscal Quarter
required under Section 8.07(b) becomes less than 3.50:1:00 calculated as of the
relevant determination date for the preceding four fiscal quarter period then
ending, then, at such time, the Applicable Base Rate Margin shall mean the
applicable percentage per annum determined from the chart set forth below:

                                                 The Applicable Base Rate Margin
             If the Leverage Ratio is:                   For the Loans is:
             -------------------------                   -----------------

         Less than 1.50:1.00                                   0.75%

         Greater than or equal to  1.50:1.00
         but less than 2.00:1.00                               1.00%

         Greater than or equal to  2.00:1.00
         but less than 2.50:1.00                               1.25%

         Greater than or equal to  2.50:1.00
         but less than 3.00:1.00                               1.50%

         Greater than or equal to  3.00:1.00
         but less than 3.50:1.00                               1.75%

         Greater than or equal to 3.50:1.00                    2.00%

Each change in the Applicable Base Rate Margin resulting from a change in the
Leverage Ratio shall be effective on the second Business Day immediately
following the date of delivery to the Administrative Agent of the annual
financial statements required under Section 8.07(a), or the quarterly financial
statements for each Fiscal Quarter required under Section 8.07(b), as
applicable, in each case together with the compliance certificate required by
Section 8.07(c), indicating such change; provided, however, that for the period
commencing on the Closing Date and ending on the six month anniversary of the
Closing Date, the Applicable Base Rate Margin shall be 1.75% per annum.
Notwithstanding the foregoing, at any time during which the Domestic Borrower
has failed to deliver such financial statements and certificates when required
by Section 8.07(a), (b), and (c), as applicable, the Applicable Base Rate Margin
shall be 2.00% per annum, which shall not include any increase in the Applicable
Base Rate Margin contemplated in Section 8.09, until such time as the delinquent
financial statements are delivered, at which time the Applicable Base Rate
Margin shall be reset as provided above; provided, further, if the Domestic
Borrower has not authorized the issuance of additional shares of common stock
and reserved for issuance a sufficient number of authorized but unissued shares
of common stock, or other securities or property for which the Warrants may be
exercisable, to permit the Warrant to be exercised in full by December 31, 2001,
the Applicable Base Rate Margin shall be increased by 0.75% per annum (the
"Warrant Interest Increase").


                                      -7-
<PAGE>

            "Applicable Commitment Fee Percentage" shall mean for any period the
applicable percentage per annum determined from the chart set forth below based
on the Leverage Ratio calculated as of the relevant determination date for the
preceding four fiscal quarter period then ending:

                                                The Applicable Commitment
              If the Leverage Ratio is:             Fee Percentage is:
              -------------------------             ------------------

                 Less than 2.50:1.00                       .375%

          Greater than or equal to 2.50:1.00               .50%

Each change in the Applicable Commitment Fee Percentage resulting from a change
in the Leverage Ratio shall be effective on the second Business Day immediately
following the date of delivery to the Administrative Agent of the annual
financial statements required under Section 8.07(a), or the quarterly financial
statements for each Fiscal Quarter required under Section 8.07(b), as
applicable, in each case together with the compliance certificate required by
Section 8.07(c), indicating such change; provided, however, that for the period
commencing on the Closing Date and ending on the six month anniversary of the
Closing Date, the Applicable Commitment Fee Percentage shall be 0.50% per annum.
Notwithstanding the foregoing, at any time during which the Domestic Borrower
has failed to deliver such financial statements and certificates when required
by Section 8.07(a), (b), and (c), as applicable, the Applicable Commitment Fee
Percentage shall be 0.50% per annum, until such time as the delinquent financial
statements are delivered, at which time the Applicable Commitment Fee Percentage
shall be reset as provided above.

            "Applicable LIBOR Margin" shall mean, for the period commencing
January 1, 2001 and continuing until such time that the Leverage Ratio reflected
by the annual financial statements required under Section 8.07(a) or the
quarterly financial statements for each Fiscal Quarter required under Section
8.07(b) is less than 3.50:1:00 calculated as of the relevant determination date
for the preceding four fiscal quarter period then ending, 4.75% per annum. If
the Leverage Ratio reflected by the annual financial statements required under
Section 8.07(a) or the quarterly financial statements for each Fiscal Quarter
required under Section 8.07(b) becomes less than 3.50:1:00 calculated as of the
relevant determination date for the preceding four fiscal quarter period then
ending, then, at such time, the Applicable LIBOR Margin shall mean the
applicable percentage per annum determined from the chart set forth below:

                                                 The Applicable LIBOR Margin For
                If the Leverage Ratio is:                 the Loans is:
                -------------------------                 -------------

         Less than 1.50:1.00                                   1.75%

         Greater than or equal to 1.50:1.00
         but less than 2.00:1.00                               2.00%

         Greater than or equal to 2.00:1.00
         but less than 2.50:1.00                               2.25%

         Greater than or equal to 2.50:1.00
         but less than 3.00:1.00                               2.50%

         Greater than or equal to 3.00:1.00
         but less than 3.50:1.00                               2.75%

         Greater than or equal to 3.50:1.00                    3.00%


                                      -8-
<PAGE>

Each change in the Applicable LIBOR Margin resulting from a change in the
Leverage Ratio shall be effective on the second Business Day immediately
following the date of delivery to the Administrative Agent of the annual
financial statements required under Section 8.07(a), or the quarterly financial
statements for each Fiscal Quarter required under Section 8.07(b), as
applicable, in each case together with the compliance certificate required by
Section 8.07(c), indicating such change; provided, however, that for the period
commencing on the Closing Date and ending on the six month anniversary of the
Closing Date, the Applicable LIBOR Margin shall be 2.75% per annum.
Notwithstanding the foregoing, at any time during which the Domestic Borrower
has failed to deliver such financial statements and certificates when required
by Section 8.07(a), (b), and (c), as applicable, the Applicable LIBOR Margin
shall be 4.75% per annum, which shall not include any increase in the Applicable
LIBOR Margin contemplated in Section 8.09, until such time as the delinquent
financial statements are delivered, at which time the Applicable LIBOR Margin
shall be reset as provided above; provided, further, if the Domestic Borrower
has not authorized the issuance of additional shares of common stock and
reserved for issuance a sufficient number of authorized but unissued shares of
common stock, or other securities or property for which the Warrants may be
exercisable, to permit the Warrant to be exercised in full by December 31, 2001,
the Applicable Base Rate Margin shall be increased by the Warrant Interest
Increase.

            "Arranger" shall mean SunTrust Equitable Securities Corporation.

            "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an Eligible Assignee in accordance with the terms
of this Agreement and substantially in the form of Exhibit A.

            "Bankruptcy Code" shall mean any of the United States Bankruptcy
Code of 1978 (11 USC ss. 1 et seq.), as amended and in effect from time to time.

            "Base Rate" shall mean the higher of (x) the Federal Funds Rate, as
in effect from time to time, plus one-half of one percent (0.50%) per annum and
(y) the rate which the Administrative Agent publicly announces from time to time
to be its prime lending rate, as in effect from time to time; provided that any
change in the Base Rate shall be effective as of the date of such change. The
Administrative Agent's prime lending rate is a reference rate and does not
necessarily represent the lowest or best rate charged to customers. The
Administrative Agent may make commercial loans or other loans at rates of
interest at, above or below the Administrative Agent's prime lending rate.

            "Base Rate Loan" shall mean a Loan made or outstanding as a portion
of the Domestic Revolving Loans or Domestic Swingline Loans, bearing interest
based on the Base Rate.

            "Borrower Representative" shall mean (i) the Domestic Borrower, or
(ii) such other Borrower appointed by the Borrowers to replace the Domestic
Borrower and of whose appointment the Borrowers shall have given prior written
notice to the Administrative Agent and the Lenders.

            "Borrowers" shall have the respective meaning assigned to such term
in the opening paragraph of this Agreement.

            "Borrowing" shall mean the borrowing, continuation or conversion by
any Borrower of Loans of one Type and made pursuant to the same tranche of
commitments (e.g. the Revolving Credit Commitments, (including the Sterling
Revolving Credit Commitments and the Domestic Revolving Credit Commitments), the
Term A Loan Commitments or the Term B Loan Commitments), and if such Loans are
LIBOR Loans, concurrently having the same Interest Period (except as otherwise
provided in Sections 5.13(b) and 5.14) or the continuation or conversion of an
existing Borrowing or Borrowings in whole or in part.

            "Borrowing Availability" shall mean, at any time, (i) the Borrowing
Limit less (ii) the sum of (x) the principal amount of all outstanding Domestic
Revolving Loans, Domestic Swingline Loans, L/C Obligations, (y) the Dollar
Equivalent (determined as of the most recent Determination Date) of the
outstanding principal amount of all Sterling Revolving Loans and Sterling
Swingline Loans and (z) the Dollar Equivalent (determined as of the most recent
Determination Date) of the Whitewash Reserve; provided, however, that for
purposes of


                                      -9-
<PAGE>

determining Borrowing Availability, only 50% of Eligible Trade L/C's and only
50% of NatWest L/C No. 502707, which backs Eligible Trade L/C's issued by
NatWest shall be included in L/C Obligations.

            "Borrowing Base" shall mean, at any time, the sum of (a) up to 80%
of Eligible Accounts, plus (b) up to 50% of Eligible Inventory, plus (c) cash on
deposit in an account with SunTrust or on deposit in an account with one other
bank or financial institution located in England, so long as such accounts are
subject to Pledged Account Agreements. After the occurrence and during the
continuation of an Event of Default the Administrative Agent shall have the
right to adjust advance rates from those set forth above in the exercise of its
commercially reasonable judgement.

            "Borrowing Base Certificate" shall mean a certificate of a Senior
Officer of the Domestic Borrower, substantially in the form of Exhibit H.

            "Borrowing Base Parties" shall mean the Domestic Borrower and each
of its Domestic Subsidiaries that are Credit Parties, Holdings Borrower and the
Sterling Borrower and each of its UK Subsidiaries that are Credit Parties.

            "Borrowing Limit" shall mean, at any time, the lesser of (i) the
aggregate principal amount of the Revolving Credit Commitments at such time and
(ii) the Borrowing Base as reported in the Borrowing Base Certificate most
recently delivered to the Administrative Agent pursuant to Section 8.07(e).

            "Business Day" shall mean (i) with respect to any Borrowing, payment
or rate selection of LIBOR Loans, a day (other than a Saturday or Sunday) (a) on
which banks generally are open in Atlanta, Georgia for the conduct of
substantially all of their commercial lending activities, and (b) on which
dealings in US Dollars and Sterling are carried on in the London interbank and
foreign exchange markets and (ii) for all other purposes, a day (other than a
Saturday or Sunday) on which banks generally are open in Atlanta, Georgia and
London for the conduct of substantially all of their commercial lending
activities.

            "Canadian Revolver" shall mean that certain credit facility by and
between the Catalina Lighting Canada (1992) Inc./ Lumieres Catalina Canada,
(1992) Inc. and National Bank of Canada, dated as of April 17, 1996 as amended,
restated, supplemented or otherwise modified from time to time.

            "Capital Lease Obligations" of any Person shall mean all obligations
of such Person under leases that are required to be classified and accounted for
as capital lease obligations under GAAP.

            "Cash Collateral Account" shall mean a cash collateral account
established by the Domestic Issuing Bank and/or the Sterling Issuing Bank for
deposit of cash collateral to secure the L/C Obligations, which account shall be
designated as the Cash Collateral Account and shall be subject to the sole
dominion and control of the applicable Issuing Bank.

            "Casualty" means any act or occurrence of any kind or nature that
results in damage, loss or destruction to any Collateral.

            "Catalina Industrial" shall mean Catalina Industrial, Ltd., a
corporation organized under the laws of Hong Kong.

            "Change in Control" shall mean and be deemed to occur on the
earliest of, and upon any subsequent occurrence of: (a) with respect to the
Holdings Borrower, Domestic Borrower ceasing to own (both legally and
beneficially) and control beneficially and of record, one hundred percent of the
capital stock of the Holdings Borrower, (b) with respect to the Sterling
Borrower, the Holdings Borrower ceasing to own and control ninety four and
twenty-nine one hundredths percent (94.29%) of the ordinary share capital of the
Sterling Borrower and seventy-three and ninety-eight one hundredths percent
(73.98%) of the convertible preference share capital of the Sterling Borrower,
and (c) with respect to the Domestic Borrower (i) any Person or group (within
the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on
the date hereof, other than Sun


                                      -10-
<PAGE>

Catalina Holdings, LLC or its Affiliates, shall own and control, beneficially
and of record thirty (30%) of the issued and outstanding voting Stock of the
Domestic Borrower, or (ii) a majority of the seats (except in the case of any
vacancy for 30 days or less resulting from the death or resignation of any
director of the Domestic Borrower) on the board of directors of the Domestic
Borrower shall at any time be occupied by persons who were neither (A) nominated
by the board of directors of the Domestic Borrower nor (B) appointed by the
board of directors so nominated.

            "Closing Date" shall mean the date on or before July 23, 2001, on
which the conditions set forth in Section 6.01 and Section 6.02 are satisfied or
waived in accordance with Section 12.02.

            "Code" means The City Code on Takeovers and Mergers issued by the
Panel.

            "Collateral" shall mean all tangible and intangible personal
property of any Credit Party that is the subject of a Lien granted pursuant to a
Credit Document to the Administrative Agent for the benefit of the Lenders to
secure the whole or any part of the Obligations, and shall include without
limitation all Net Casualty/Insurance Proceeds with respect to any of the
foregoing.

            "Collateral Documents" shall mean, collectively, the Security
Agreements, the Pledge Agreements, the Trademark Security Agreements, the Patent
Security Agreement, the Mortgage Debenture (Holdings Borrower), the Perfection
Certificate, the Intercompany Notes, the Pledged Account Agreements, the Tupelo
Warehouse Mortgage Documents, all other instruments and agreements now or
hereafter securing the whole or any part of the Obligations, all UCC-1 financing
statements, stock powers, stock certificates and all other documents,
instruments, agreements and certificates executed and delivered by any Credit
Party to the Administrative Agent on behalf of the Lenders in connection with
the foregoing.

            "Commitment" shall mean, for any Lender, its Revolving Credit
Commitment (including its interest in the Domestic Revolving Credit Commitment,
the Domestic L/C Subcommitment, the Foreign Currency L/C Subcommitment, the
Domestic Swingline Subcommitment, the Sterling Revolving Credit Commitment and
the Sterling Swingline Subcommitment), its Term A Loan Commitment or its Term B
Loan Commitment, as the context may require, and the term "Commitments" shall
mean, collectively, the Revolving Credit Commitments of all Revolving Lenders,
the Domestic L/C Subcommitment of the Domestic Issuing Bank, the Foreign
Currency L/C Subcommitment of the UK Issuing Bank, the Domestic Swingline
Subcommitment of the Domestic Swingline Lender and the Sterling Swingline
Subcommitment of the UK Swingline Lender, the Term A Loan Commitments of all
Term A Lenders and the Term B Loan Commitments of all Term B Lenders.

            "Condemnation" means any taking of title, of use, or of any other
property interest under the exercise of the power of eminent domain, whether
temporarily or permanently, by any Governmental Authority or by any Person
acting under Governmental Authority.

            "Condemnation Award" means any and all judgments, awards of damages
(including, but not limited to, severance and consequential damages), payments,
proceeds, settlements, amounts paid for a taking in lieu of Condemnation, or
other compensation heretofore or hereafter made, including interest thereon, and
the right to receive the same, as a result of, or in connection, with, any
Condemnation or threatened Condemnation.

            "Consolidated Adjusted EBITDA" shall mean (a) for any period ending
after the last day of the fourth Fiscal Quarter of Fiscal Year 2002,
Consolidated EBITDA, and (b) for any period ending on or prior to the last day
of the fourth Fiscal Quarter of Fiscal Year 2002, Consolidated EBITDA, plus the
following (to the extent deducted in determining Consolidated Net Income for
such period and not added back pursuant to the definition of Consolidated
EBITDA):

            (i) for the periods ending on the last day of the last Fiscal
Quarter of Fiscal Year 2001 and Fiscal Year 2002, up to $250,000 for payments
under the non compete agreement with William C. Stewart;


                                      -11-
<PAGE>

            (ii) for the period beginning June 30, 2001 and ending September 30,
2001, the transaction fees and expenses of the Domestic Borrower in connection
with the transactions contemplated hereby, and by the Sun Catalina Subordinated
Note Purchase Agreement, Sun Catalina Stock Purchase Agreement and the SunTrust
Subordinated Note Purchase Agreement to the extent that such fees and expenses
are not capitalized under GAAP; and

            (iii) charges and expenses recorded pursuant to the Termination
Agreements and Separation Agreements to the extent that such charges and
expenses are not capitalized under GAAP.

            "Consolidated Amortization" shall mean, for any period, amortization
expense of the Consolidated Companies determined on a consolidated basis in
accordance with GAAP.

            "Consolidated Capital Expenditures" shall mean, for any period, the
aggregate of expenditures of the Consolidated Companies for the acquisition or
leasing pursuant to capital leases of fixed or capital assets or additions to
property, plants and equipment including, but not limited to, replacements,
capitalized repairs and improvements) which should be capitalized under GAAP
consistently applied. Notwithstanding the foregoing, expenditures attributable
to replacement items shall be included net of any proceeds from the disposal of
the item that was replaced.

            "Consolidated Companies" shall mean, collectively the Domestic
Borrower and all of its Subsidiaries that are or are required to be,
consolidated in accordance with GAAP, and "Consolidated Company" shall mean,
individually, the Domestic Borrower or any of such Subsidiaries.

            "Consolidated Depreciation" shall mean, for any period, depreciation
expense of the Consolidated Companies determined on a consolidated basis in
accordance with GAAP.

            "Consolidated EBITDA" shall mean for any period determined on a
consolidated basis in accordance with GAAP, (a) Consolidated Net Income (Loss)
for such period, plus (b) to the extent deducted in determining Consolidated Net
Income, (i) consolidated income taxes determined in accordance with GAAP for
such period (ii) Consolidated Interest Expense for such period, (iii)
Consolidated Depreciation for such period, (iv) Consolidated Amortization for
such period, and (v) other non-cash charges determined on a consolidated basis
in accordance with GAAP.

            "Consolidated Excess Cash Flow" shall mean, for any Fiscal Year,
Consolidated Adjusted EBITDA (A) minus the sum of (i) Consolidated Interest
Expense paid in cash for such Fiscal Year, (ii) principal payments made on
Consolidated Total Debt (including voluntary and mandatory prepayments of
Consolidated Total Debt made during such Fiscal Year), (iii) Consolidated Tax
Expense for such Fiscal Year, (iv) Consolidated Capital Expenditures made during
(a) Fiscal Year 2002 up to $3,750,000 (b) during Fiscal Year 2003 up to
$4,000,000, (v) fees paid to Sun Capital Partners Management, LLC, (vi) payments
made pursuant to Termination Agreements and Separation Agreements, (vii) payment
of any deferred Ring Preferred Dividends, and (viii) additional cash payments
made by Ring under its pension scheme in an amount not to exceed
(pound)1,100,000.00, (B) plus or minus (i) extraordinary gains and/or losses and
(ii) changes in Consolidated Working Capital from the last day of the prior
Fiscal Year to the last day of such Fiscal Year.

            "Consolidated Interest Expense" shall mean, for any period, all
interest expense of the Consolidated Companies (including without limitation,
interest expense attributable to capitalized leases in accordance with GAAP),
all capitalized interest, all commissions, discounts and other fees and charges
owed with respect to bankers acceptance financing, and total interest expense
(whether shown as interest expense or as loss and expenses on sale of
receivables) under a receivables purchase facility determined on a consolidated
basis in accordance with GAAP.

            "Consolidated Net Income (Loss)" shall mean for any period the net
income (or loss) of the Consolidated Companies determined on a consolidated
basis in accordance with generally accepted accounting principles, excluding (i)
extraordinary items, (ii) any equity interest of the Consolidated Companies in
the


                                      -12-
<PAGE>

unremitted earnings of any Person not a Subsidiary and (iii) the income (or
loss) of any Person accrued prior to the date such Person becomes a Subsidiary
or is merged into a Consolidated Company or such Person's assets are acquired by
any of the Consolidated Companies.

            "Consolidated Tax Expense" shall mean, for any period, cash taxes
relating to income paid by the Consolidated Companies during such period.

            "Consolidated Total Debt" shall mean, as of the date of
determination thereof, (a) without duplication, the sum of all Indebtedness of
the Consolidated Companies described in clause (a) through clause (e), and
clauses (g), (h) and (i) of the definition of Indebtedness set forth herein,
including but not limited to, all obligations under the Credit Documents, less
(ii) fifty percent (50%) of aggregate L/C Obligations of Eligible Trade L/Cs.

            "Consolidated Working Capital" shall mean, as of any date, an amount
equal to the current assets of the Consolidated Companies as of such date
(excluding cash and cash equivalents), less the current liabilities of the
Consolidated Companies as of such date (excluding current maturities of the
Obligations), in each case, determined on a consolidated basis in accordance
with GAAP.

            "Contractual Obligation" of any Person shall mean any provision of
any security issued by such Person or of any agreement, instrument or
undertaking under which such Person is obligated or by which it or any of the
property owned by it is bound.

            "Credit Documents" shall mean, collectively, this Agreement, the
Notes, the Intercompany Notes, the Collateral Documents, the Senior
Subordination Agreement, the Junior Subordination Agreement, the Guaranty
Agreements, the Post-Closing Agreement, all Notices of Borrowing, Notices of
Conversion/Continuation, all Borrowing Base Certificates, the Fee Letter, the
Syndication Agreement, the Nat West L/C Applications, all letter of credit
applications and any and all other instruments, agreements, documents and
writings executed in connection herewith.

            "Credit Party" shall mean any Borrower and any Guarantor (including
all Persons that are currently Guarantors and all Persons who may at any time in
the future become Guarantors).

            "Currency Contracts" shall mean any forward contracts, futures
contracts, foreign exchange contracts, currency swap agreements, and other
similar agreements and arrangements entered into by any Consolidated Company
designed to protect any Consolidated Company against fluctuations in foreign
exchange rates.

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

            "Default Rate" shall have the meaning assigned to such term in
Section 5.04.

            "Determination Date" means with respect to the Term A Loan, which is
a Sterling Loan, and any Sterling Revolving Loan, Sterling Swingline Loan and
any Foreign Currency L/C Obligation:

            (a) in connection with any new extension of credit, the Business Day
which is the earlier of the date such credit is extended or the date the rate is
set, as applicable;

            (b) in connection with the continuation of a Borrowing into a new
Interest Period, the Business Day which is the earlier of the date such
Borrowing is continued or the date the rate is set, as applicable; or

            (c) the date of any reduction of the Revolving Credit Commitments
pursuant to the terms of Article II; and


                                      -13-
<PAGE>

            (d) such additional dates, not more frequently than once a month, as
may be determined by the Administrative Agent.

            "Dollar" and "US Dollar" and the sign "$" shall mean lawful money of
the United States of America.

            "Dollar Equivalent" shall mean, with respect to an amount
denominated in Sterling, the amount of Dollars that would be required to
purchase the amount of Sterling on the date two Business Days prior to such
Determination Date, based upon the spot selling rate at which the Administrative
Agent offers to sell Sterling for Dollars in the interbank foreign exchange
market in New York, New York at approximately 10:00 a.m. (New York, New York
time) for delivery two Business Days later.

            "Domestic Borrower" shall have the meaning assigned to such term in
the opening paragraph to this Agreement.

            "Domestic Borrower Pledge Agreement" shall mean the Pledge Agreement
(Domestic Borrower), dated as of the Original Closing Date pursuant to which the
Domestic Borrower pledges (i) 100% of the Stock of certain of its Domestic
Subsidiaries, and (ii) all Intercompany Notes owing to or held by it, to secure
the Obligations, as amended, restated, supplemented or otherwise modified from
time to time.

            "Domestic Borrower Security Agreement" shall mean the Security
Agreement (Domestic Borrower) dated as of the Original Closing Date by the
Domestic Borrower and each Domestic Subsidiary of the Borrower in favor of the
Administrative Agent, as amended, restated, supplemented or otherwise modified
from time to time.

            "Domestic Borrower Share Pledge" shall mean the Share Pledge
(Domestic Borrower) dated as of the Original Closing Date, between the Domestic
Borrower and the Administrative Agent, pursuant to which the Domestic Borrower
pledges 66% of the Stock of the Holdings Borrower to secure the Obligations, and
pursuant to which the Domestic Borrower pledges 34% of the Stock of the Holdings
Borrower to secure the Sterling Obligations, as amended, restated, modified or
otherwise supplemented from time to time.

            "Domestic Facing Fee" shall have the meaning assigned to such term
in Section 5.05(d).

            "Domestic Issuing Bank" shall have the meaning assigned to such term
in the opening paragraph hereof.

            "Domestic L/Cs" shall mean, collectively (i) the letters of credit
issued in Dollars pursuant to Section 2.04 hereof by the Domestic Issuing Bank
for the account of the Domestic Borrower pursuant to the Domestic L/C
Subcommitment, and (ii) the Existing Domestic L/Cs, and "Domestic L/C" shall
mean any one of them.

            "Domestic L/C Exposure" shall mean, with respect to each Domestic
Revolving Lender, the aggregate outstanding amount of all Domestic L/C
Obligations multiplied by such Domestic Revolving Lender's Pro Rata Share of the
Domestic Revolving Credit Commitments.

            "Domestic L/C Obligations" shall mean the sum of (a) the maximum
aggregate amount available to be drawn (assuming the conditions for drawing
thereunder have been met) under all outstanding Domestic L/Cs on such date of
determination, plus (b) the aggregate amount of all drawings under Domestic L/Cs
honored by the Domestic Issuing Bank but not theretofore reimbursed by the
Domestic Borrower on such date of determination.

            "Domestic L/C Subcommitment" shall mean the commitment of the
Domestic Issuing Bank established pursuant to Section 2.04(a) as a subfacility
of the Domestic Revolving Credit Commitment to issue Domestic L/Cs on behalf of
the Domestic Borrower in an aggregate face amount not to exceed $3,000,000.


                                      -14-
<PAGE>

            "Domestic Obligations" shall mean all amounts owing to the
Administrative Agent, the Domestic Issuing Bank, the Domestic Swingline Lender
or any other Lender by the Domestic Borrower or its Domestic Subsidiaries
pursuant to the terms of this Agreement and all other Credit Documents
including, without limitation, all Loans (other than the Sterling Loans) and
Domestic L/C Obligations (including all principal and interest payments due
thereunder), all fees, expenses, indemnification and reimbursement payments,
indebtedness, liabilities and obligations, direct or indirect, absolute or
contingent, liquidated or unliquidated, now existing or hereafter arising,
together with all renewals, extension, modifications or refinancings thereof.

            "Domestic Revolving Borrowing" shall mean a Borrowing consisting or
to consist of Domestic Revolving Loans.

            "Domestic Revolving Loan" shall mean, for any Domestic Revolving
Lender, a revolving loan made to the Domestic Borrower by such Domestic
Revolving Lender under its Domestic Revolving Credit Commitment pursuant to
Section 2.02 or 2.06.

            "Domestic Revolving Notes" shall mean promissory notes by the
Domestic Borrower payable to the order of each Domestic Revolving Lender, in
substantially the form of Exhibit B, evidencing the Domestic Revolving Loans
made to the Domestic Borrower by such Domestic Revolving Lender pursuant to its
Domestic Revolving Credit Commitment, either as originally executed or as they
may be amended, restated, supplemented, renewed, extended or otherwise modified
from time to time.

            "Domestic Revolving Notice of Borrowing" shall have the meaning
assigned to such term in Section 2.02(c), in the form of Exhibit J attached.

            "Domestic Revolving Notice of Conversion/Continuation" shall have
the meaning assigned to such term in Section 2.02(d), in the form of Exhibit K
attached.

            "Domestic Revolving Credit Commitment" shall mean, at any time for
any Domestic Revolving Lender, the commitment of such Domestic Revolving Lender
established pursuant to Section 2.01 and 2.02 to make Domestic Revolving Loans
to the Domestic Borrower and to purchase participations in the Domestic L/Cs,
and the Domestic Swingline Loans.

            "Domestic Revolving Credit Commitment Amount" shall mean, for any
Domestic Revolving Lender, the "Domestic Revolving Credit Commitment Amount" set
forth under such Domestic Revolving Lender's name on the signature pages to this
Agreement, or with respect to any Person becoming a Domestic Revolving Lender
after the Closing Date, the "Domestic Revolving Credit Commitment Amount"
assigned to such Person in the Assignment and Acceptance Agreement executed by
such Person as an assignee, as the same may be increased or decreased from time
to time as a result of any reduction thereof pursuant to Section 2.12, any
assignment thereof pursuant to Section 12.06, or any amendment thereof pursuant
to Article II. Domestic Revolving Credit Commitment Amount for all Lenders shall
be $21,400,000, as such amount may be reduced pursuant to Section 2.12.

            "Domestic Revolving Lenders" shall mean all Lenders that have agreed
to make, or that hold, any Domestic Revolving Loans.

            "Domestic Subsidiary" shall mean any Subsidiary of the Domestic
Borrower that is organized under the laws of a jurisdiction in the United
States.

            "Domestic Subsidiary Guaranty" shall mean the Subsidiary Guaranty
Agreement (Domestic Subsidiary) dated as of the Original Closing Date executed
by each Domestic Subsidiary pursuant to which the Domestic Subsidiaries shall
guarantee the Obligations, as amended, restated, supplemented or otherwise
modified from time to time.


                                      -15-
<PAGE>

            "Domestic Swingline Exposure" shall mean, for any Domestic Revolving
Lender, the outstanding principal amount of the Domestic Swingline Loans
multiplied by such Domestic Revolving Lender's Pro Rata Share of the Domestic
Revolving Credit Commitments.

            "Domestic Swingline Lender" shall have the meaning set forth in the
opening paragraph hereof.

            "Domestic Swingline Loan" shall mean a swingline loan made by the
Domestic Swingline Lender to the Domestic Borrower under the Domestic Swingline
Subcommitment pursuant to Section 2.10.

            "Domestic Swingline Note" shall mean the promissory note by the
Domestic Borrower payable to the order of the Domestic Swingline Lender, in
substantially the form of Exhibit E-1, evidencing the Domestic Swingline Loans,
either as originally executed or as they may be amended, restated, supplemented,
renewed, extended or otherwise modified from time to time.

            "Domestic Swingline Notice of Borrowing" shall have the meaning
assigned to such term in Section 2.10(c).

            "Domestic Swingline Subcommitment" shall mean the commitment of the
Domestic Swingline Lender to make Domestic Swingline Loans to the Domestic
Borrower in an aggregate principal amount not to exceed $3,000,000, and the
commitments of the Domestic Revolving Lenders to purchase participations in such
Domestic Swingline Loans which commitments are established pursuant to Section
2.10 as a subcommitment of the Domestic Revolving Credit Commitments.

            "Dormant Subsidiary" shall mean each Subsidiary of the Domestic
Borrower or the Sterling Borrower that has no assets, no liabilities and does
not conduct business in any way.

            "Eligible Accounts" shall mean all Accounts of the Borrowing Base
Parties other than any Account of the Borrowing Base Parties:

            (a) that does not arise from the sale of goods or the performance of
services in the ordinary course of its business;

            (b) upon which (i) the right to receive payment is not absolute or
is contingent upon the fulfillment of any condition whatsoever or (ii) any
Borrowing Base Party is not able to bring suit or otherwise enforce its remedies
against the Account Debtor through judicial process;

            (c) that is owed by an Account Debtor to which any Borrowing Base
Party is indebted in any way, or which is subject to any defense, right of
setoff or counterclaim by the Account Debtor that is not in the ordinary course
of business, but only to the extent of such indebtedness, defense, setoff or
counterclaim;

            (d) (i) that is not a bona fide, valid and enforceable obligation of
the Account Debtor, (ii) with respect to which, in whole or in part, a check,
promissory note, draft, trade acceptance or other instrument for the payment of
money has been received, presented for payment and returned uncollected for any
reason or (iii) that is subject to any customer dispute, if the amount in
dispute is larger than 20% of the invoice amount for such account;

            (e) with respect to which an invoice has not been sent or is not
subject to an electronic order and receipt;

            (f) that is not owned solely by a Borrowing Base Party;

            (g) that is subject to any right, claim, interest or lien of another
Person, other than a Lien in favor of the Administrative Agent or any holder of
Subordinated Debt;


                                      -16-
<PAGE>

            (h) that is the obligation of an Account Debtor:

            (i) that is the United States of America or any department, agency,
public corporation or other instrumentality thereof, unless the Administrative
Agent has agreed to the contrary in writing and all required procedures for the
effective collateral assignment of such Account under the Federal Assignment of
Claims Act of 1940, as amended, and any other steps necessary to perfect the
Administrative Agent's Lien in such Account, have been complied with to the
Administrative Agent's satisfaction;

            (ii) that (A) is uninsured and (B) either (i) does not maintain its
chief executive office in the United States, the United Kingdom or another
member of the European Union, (ii) is not organized under the laws of the United
States, the United Kingdom the European Union or any state or other political
subdivision thereof, or (iii) is the government of any foreign country or
sovereign state or any state, province, municipality or other political
subdivision thereof, or of any department, agency, public corporation or other
instrumentality thereof, unless such Account is secured by a letter of credit
acceptable to the Administrative Agent;

            (iii) that is an Affiliate, director, officer or employee of a
Borrowing Base Party, other than an entity that is an Affiliate of Sun Catalina
Holdings, LLC; provided, in no event shall any one Account for any Account
Debtor that is an Affiliate of Sun Catalina Holdings, LLC exceed 10% of the net
amount of all Accounts and in no event shall the aggregate amount of all
Accounts for Account Debtors that are Affiliates of Sun Catalina Holdings, LLC
exceed 30% of the net amount of all Accounts; provided, further, that upon the
request of the Administrative Agent, Borrowers shall supply to Administrative
Agent a report of all Accounts for such Account Debtors that are Affiliates of
Sun Catalina Holdings, LLC listing the percentage of the net amount of all
Accounts that each such Account comprises; or

            (iv) with whom a Borrowing Base Party has any agreement or
understanding for discounts or deductions from the Account only to the extent of
such discount or deduction, except for discounts or allowances which are made in
the ordinary course of business for prompt payment or volume purchases and which
discounts or allowances are reflected in the calculation of the face value of
each invoice related to such Account;

            (i) that arises with respect to goods which are delivered on a
cash-on-delivery basis or placed on consignment, guaranteed sale or other terms
by reason of which the payment by the Account Debtor may be conditional;

            (j) that is an obligation for which the total unpaid Accounts of the
Account Debtor exceed 15% of the net amount of all Accounts, to the extent of
such excess, other than Accounts for which the Account Debtor is Home Depot,
Inc., Wal-Mart, Inc., Lowes, Inc., Focus/Do It All, Kmart, Staples, Office
Depot, or Kingfisher Ltd. and its subsidiaries;

            (k) that is in default; provided, that an Account shall be deemed in
default if (i) the Account is not paid within the lesser of 90 days from its due
date or 130 days from its original invoice date; (ii) the Account Debtor
obligated on such Account suspends business, becomes insolvent, files a petition
for bankruptcy, makes a general assignment for the benefit of creditors, or
fails to pay its debts generally as they come due; (iii) a petition is filed by
or against any Account Debtor obligated upon such Account under any bankruptcy
law or any other national, state or provincial receivership, insolvency relief
or other law or laws for the relief of debtors or (iv) a receiver or trustee for
the Account Debtor or any of its assets is appointed;

            (l) that is the obligation of an Account Debtor for whom 50% or more
of the Accounts upon which such Account Debtor is obligated are not Eligible
Accounts;

            (m) that arises from any bill-and-hold arrangement or other
arrangement for the sale of goods which remain in the possession or control of
any Borrowing Base Party;


                                      -17-
<PAGE>

            (n) as to which the Administrative Agent does not have a
first-priority perfected security interest;

            (o) with respect to which any of the representations, warranties,
covenants, and agreements contained in the Credit Documents are not true and
correct; or

            (p) that represents interest payments or service charges owing to
any Borrowing Base Party;

provided, that the Administrative Agent shall have the right to create and
adjust eligibility standards from time to time in its commercially reasonable
credit judgment.

            "Eligible Assignee" shall mean (i) a commercial bank or savings and
loan association and having total assets in excess of $500,000,000; (ii) a
finance company, insurance company or other financial institution, lender or
fund (whether a corporation, partnership or other entity) which is engaged in
making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business, and having total assets in excess of at least
$500,000,000; (iii) any Lender or any Affiliate of any Lender; or (iv) any other
Person consented to by the Administrative Agent and, so long as no Default or
Event of Default has occurred and is continuing, by the Borrower Representative
(such approval by the Administrative Agent or the Borrower Representative not to
be unreasonably withheld or delayed and such approval to be deemed given by the
Borrower Representative if no objection is received by the assigning Lender and
the Administrative Agent from the Borrower Representative within two Business
Days after notice of such proposed assignment has been provided by the assigning
Lender to the Borrower Representative); provided however, that no Borrower nor
any Affiliate of any Borrower shall qualify as an Eligible Assignee.

            "Eligible Inventory" shall mean all Inventory including discontinued
items net of writedown, of the Borrowing Base Parties other than Inventory of
the Borrowing Base Parties that:

            (a) consists of work-in-process (including, without limitation, raw
materials, supplies, packaging);

            (b) is not owned solely by such Borrowing Base Party or that is
subject to any right, claim, interest or Lien of another Person, other than a
Lien in favor of the Administrative Agent or any holder of Subordinated Debt;

            (c) is (i) not located in the United States or Puerto Rico, in the
case of Inventory of the Domestic Borrower and its Domestic Subsidiaries that
are Credit Parties, or not located in the United Kingdom in the case of
Inventory of the Sterling Borrower and its UK Subsidiaries that are Credit
Parties; (ii) not located on real property owned by the Domestic Borrower or one
of its Domestic Subsidiaries unless, if such property is leased by the Domestic
Borrower or one of its Domestic Subsidiaries, the landlord thereof, and any
bailee, warehouseman or similar party that will be in possession of such
Inventory, has executed and delivered to the Administrative Agent an agreement
in favor of the Administrative Agent, in form and substance acceptable to the
Administrative Agent, waiving any lien or other rights that such person may hold
in regard to the property of the Domestic Borrower or any such Domestic
Subsidiary located on such premises and containing such other provisions as the
Agent may require or (iii) is located at any site if the aggregate book value of
all Inventory of any such Borrowing Base Party at such location is less than
$50,000;

            (d) is in transit and is covered by an insurance policy for which
the Administrative Agent is not named as the loss payee and additional insured,
as applicable;

            (e) is covered by a negotiable document of title, unless such
document and evidence of acceptable insurance covering such Inventory has been
delivered to the Administrative Agent with all necessary endorsements;


                                      -18-
<PAGE>

            (f) is obsolete, unsalable, shopworn, seconds, damaged, unfit for
further processing, is of substandard quality or is not of good and merchantable
quality, free from any defects;

            (g) consists of used items held for resale, goods that have been
returned by the buyer and are saleable in the ordinary course of business, or
other goods that are not of a type held for sale in the ordinary course of such
Borrowing Base Party's business;

            (h) does not meet all standards imposed by any Governmental
Authority, including with respect to its production, acquisition or importation
(as the case may be);

            (i) is placed on consignment with another Person or is held by any
Borrowing Base Party on consignment from another Person, or has been sent to a
subcontractor by any Borrowing Base Party;

            (j) is held for rental or lease by or on behalf of any Borrowing
Base Party;

            (k) is produced in violation of the Fair Labor Standards Act and
subject to the "hot goods" provisions contained in 29 USC ss. 215 or any
successor statute or section;

            (l) with respect to which any of the representations, warranties,
covenants, and agreements contained in the Credit Documents are not true and
correct; or

            (m) is subject to any licensing, patent, royalty, trademark, trade
name or copyright agreement with any third parties (other than any licensing,
patent, trademark, trade name and copyright agreement with Westinghouse), unless
the license, agreement or other appropriate agreement has been assigned to the
Administrative Agent;

provided, that the Administrative Agent shall have the right to create and
adjust eligibility standards from time to time in its commercially reasonable
credit judgment.

            "Eligible Trade L/Cs" shall mean trade letters of credit that secure
the obligation of any Borrowing Base Party to purchase Inventory, the terms of
which letters of credit must require as conditions of payment under such letters
of credit (i) that the Inventory subject to such letter of credit be inspected
by such Borrowing Base Party or Borrowing Base Party's agent prior to shipping,
and (ii) that such Inventory be accepted by such Borrowing Base Party or
Borrowing Base Party's agent; provided, however, until the one hundred twentieth
day after the Closing Date all trade letters of credit shall be Eligible Trade
L/Cs.

            "Environmental Laws" shall mean all federal, state, provincial,
local and other foreign statutes and codes or regulations, rules or ordinances
issued, promulgated, or approved thereunder, now or hereafter in effect
(including, without limitation, those with respect to asbestos or asbestos
containing material or exposure to asbestos or asbestos containing material),
relating to pollution or protection of the environment and relating to public
health and safety, including without limitation those relating to (a) emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals or industrial toxic or hazardous constituents, substances or wastes,
including without limitation, any Hazardous Substance, petroleum including crude
oil or any fraction thereof, any petroleum product or other waste, chemicals or
substances regulated by any Environmental Law into the environment (including
without limitation, ambient air, surface water, ground water, land surface or
subsurface strata), (b) the manufacture, processing, distribution, use,
generation, treatment, storage, disposal, transport or handling of any Hazardous
Substance, petroleum including crude oil or any fraction thereof, any petroleum
product or other waste, chemicals or substances regulated by any Environmental
Law, and (c) underground storage tanks and related piping, and emissions,
discharges and releases or threatened releases therefrom, such Environmental
Laws to include, without limitation (i) the Clean Air Act (42 U. S. C. ss. 7401
et seq.), (ii) the Clean Water Act (33 U. S. C. ss. 1251 et seq.), (iii) the
Resource Conservation and Recovery Act (42 US C. ss. 6901 et seq.), (iv) the
Toxic Substances Control Act (15 USC ss. 2601 et seq.), and (v) the
Comprehensive Environmental Response Compensation and Liability Act, as amended
by the Superfund Amendments and Reauthorization Act (42 US C. ss. 9601 et seq.).


                                      -19-
<PAGE>

            "Equipment" shall mean all equipment, machinery, apparatus,
fittings, fixtures and other tangible personal property (other than Inventory)
of every kind and description now or hereafter used in the business operations
of any Credit Party or now or hereafter owned by any Credit Party or in which
any Credit Party now or hereafter has an interest, and all parts, accessories
and special tools and all increases and accessions thereto and substitutions and
replacements therefor.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended and in effect from time to time.

            "ERISA Affiliate" shall mean, with respect to any Person, each trade
or business (whether or not incorporated) that is considered to be a single
employer with such Person within the meaning of the Tax Code and the regulations
promulgated thereunder.

            "Euro" or "Euros" means the single currency of the participating
member states of the European Union as constituted by the Treaty on European
Union and as referred to in the EMU legislation.

            "Event of Default" shall have the meaning provided in Article X.

            "Existing Domestic L/Cs" shall mean the letters of credit listed on
Schedule 1.01 issued for the account of the Domestic Borrower by the Domestic
Issuing Bank prior to the Original Closing Date.

            "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with member banks
of the Federal Reserve System arranged by Federal funds brokers, as published
for such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent.

            "Fee Letter" shall mean that certain Fee Letter, dated July 23,
2001, executed by SunTrust and the Borrowers.

            "Fees" shall mean, collectively, the Revolving Credit Commitment
Fee, the L/C Fees, the Facing Fees, the Administrative Agent's Fee, the Upfront
Fee and each other fee referred to in the Fee Letter.

            "Finance Parties" means the Administrative Agent, the Lenders and
the Arranger.

            "Fiscal Month" shall mean a fiscal month of the Domestic Borrower.

            "Fiscal Quarter" shall mean a fiscal quarter of the Domestic
Borrower.

            "Fiscal Year" shall mean a fiscal year of the Domestic Borrower.

            "Fixed Charge Coverage Ratio" shall mean for any period, the ratio
of (a) the greater of (i) Consolidated Adjusted EBITDA minus Consolidated
Capital Expenditures, minus Consolidated Tax Expense paid during such period,
and (ii) zero, to (b) Consolidated Interest Expense (excluding non-cash
interest) paid during such period plus Consolidated Total Debt (excluding L/Cs,
payments made under the Revolving Loans, payments made under Canadian Revolver
and payments made under the Hong Kong Revolver) and Capital Leases plus Ring
Preferred Dividends paid in cash during such period, in each case measured for
the four Fiscal Quarter period ending on such date of determination, or if such
date of determination is not the last day of any Fiscal Quarter, then ending
immediately prior to such date of determination; provided that for purposes of
determining the Fixed Charge Coverage Ratio, Consolidated Capital Expenditures
shall specifically exclude the Permitted Hong Kong Capital Expenditures.


                                      -20-
<PAGE>

            "Foreign Currency L/Cs" shall mean, collectively, the letters of
credit issued in Freely Available Foreign Currencies pursuant to Section 2.04
hereof by the UK Issuing Bank for the account of the Sterling Borrower pursuant
to the Foreign Currency L/C Subcommitment, and "Foreign Currency L/C" shall mean
any one of them.

            "Foreign Currency L/C Exposure" shall mean, with respect to each
Sterling Revolving Lender, the aggregate outstanding amount of all Foreign
Currency L/C Obligations multiplied by such Sterling Revolving Lender's Pro Rata
Share of the Sterling Revolving Credit Commitments.

            "Foreign Currency L/C Obligations" shall mean the sum of (a) the
maximum aggregate amount available to be drawn (assuming the conditions for
drawing thereunder have been met) under all outstanding Foreign Currency L/Cs on
the date of determination, plus (b) the aggregate amount of all drawings under
Foreign Currency L/Cs honored by the UK Issuing Bank but not theretofore
reimbursed by the Sterling Borrower on such date of determination.

            "Foreign Currency L/C Subcommitment" shall mean the commitment of
the UK Issuing Bank established pursuant to Section 2.04(b) as a subfacility of
the Sterling Revolving Credit Commitment to issue Foreign Currency L/Cs for the
account of the Sterling Borrower in an aggregate face amount not to exceed the
Sterling Equivalent of $20,000,000.

            "Foreign Plan" shall mean any pension, profit sharing, deferred
compensation, or other employee benefit plan, program or arrangement maintained
by any Foreign Subsidiary which, under applicable local law, is required to be
funded through a trust or other funding vehicle.

            "Foreign Subsidiary" shall mean shall mean any Subsidiary of the
Domestic Borrower that is organized under the laws of a jurisdiction other than
one of the fifty states of the United States or the District of Columbia.

            "Freely Available Foreign Currencies" shall mean, at any time,
Sterling, Dollars and any other currency, but shall not include Euros, that is
determined by the Administrative Agent and the UK Issuing Bank to be freely
available to financial institutions on foreign exchange markets in New York and
London at such time.

            "GAAP" shall mean generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination.

            "Go-Gro Industries" shall mean Go-Gro Industries Limited, a
corporation organized and incorporated under the laws of Hong Kong.

            "Governmental Approvals" means all authorizations, consents,
approvals, licenses and exemptions of, registrations and filings with, and
reports to, all Governmental Authorities.

            "Governmental Authority" means any national, state or local
government (whether domestic or foreign), any political subdivision thereof or
any other governmental, quasi-governmental, judicial, public or statutory
instrumentality, authority, body, agency, bureau or entity (including, without
limitation, the FDIC, the Comptroller of the Currency, the Federal Reserve Board
or the London Stock Exchange, any central bank or any comparable authority or
the Securities and Exchange Commission) or any court or any arbitrator with
authority to bind a party at law.

            "Guarantor" shall mean each Person now or hereafter party to a
Guaranty Agreement and their respective successors and permitted assigns.


                                      -21-
<PAGE>

            "Guaranty" shall mean any contractual obligation, contingent or
otherwise, of a Person with respect to any Indebtedness or other obligation or
liability of another Person, including without limitation, any such
Indebtedness, obligation or liability directly or indirectly guaranteed,
endorsed, co-made or discounted or sold with recourse by that Person, or in
respect of which that Person is otherwise directly or indirectly liable,
including contractual obligations (contingent or otherwise) arising through any
agreement to purchase, repurchase, or otherwise acquire such Indebtedness,
obligation or liability or any security therefor, or any agreement to provide
funds for the payment or discharge thereof (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise), or to maintain
solvency, assets, level of income, or other financial condition, or to make any
payment other than for value received. The amount of any guaranty shall be
deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which guaranty is made or, if not so stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

            "Guaranty Agreements" shall mean the Holdings Borrower Guaranty, the
Sterling Borrower Guaranty, the Parent Guaranty, the Domestic Subsidiary
Guaranty and the UK Subsidiary Guaranty, and each other Guaranty of any of the
Obligations now or hereafter executed, as each may be amended, restated,
supplemented or otherwise modified.

            "Hazardous Substances" shall mean any substance (a) the presence of
which requires notification, investigation or remediation under any
Environmental Law, (b) which is defined as a "hazardous waste", "hazardous
material", "hazardous substance", "pollutant" or "contaminant" under any
Environmental Law, including, 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 ss. 9601 et seq.),
(c) which is toxic, explosive, corrosive, flammable, infectious, radioactive,
carcinogenic, mutagenic or otherwise hazardous and is regulated by any
Governmental Authority under any Environmental Law, (d) which contains petroleum
(including, without limitation, crude oil or any fraction thereof), petroleum
hydrocarbons or other volatile organic compounds, polychlorinated biphenyls
(PCBs) or asbestos or urea formaldehyde foam insulation, or (e) which contains
or remits radioactive particles, waves or material, including, without
limitation, radon gas.

            "Holdings Borrower" shall have the meaning set forth in the opening
paragraph to this Agreement.

            "Holdings Borrower Guaranty" shall mean the Guaranty, dated as of
the Original Closing Date, by the Holdings Borrower pursuant to which the
Holdings Borrower guarantees the Sterling Borrower Obligations, as amended,
restated supplemented or otherwise modified from time to time.

            "Holdings Borrower Obligations" shall mean all amounts owing to the
Administrative Agent and the Lenders by the Holdings Borrower pursuant to the
terms of this Agreement and all other Credit Documents, including without
limitation the principal of and accrued and unpaid interest on all Term A Loans
and all Fees, expenses, indemnification and reimbursement payments, payable by
the Holdings Borrower, in each case whether direct or indirect, absolute or
contingent, liquidated or unliquidated, now existing or hereafter arising
hereunder or thereunder.

            "Hong Kong" shall mean the Hong Kong Special Administrative Region
of the People's Republic of China.

            "Hong Kong Group" shall mean (i) prior to the Hong Kong
Reorganization, the Consolidated Companies that are organized under the laws of
Hong Kong or the People's Republic of China and are Subsidiaries of either
Catalina Industrial or Trade World, and (ii) after the Hong Kong Reorganization,
the Consolidated Companies that are organized under the laws of Hong Kong or the
People's Republic of China and are Subsidiaries of Go-Gro Industries.

            "Hong Kong Reorganization" shall mean the proposed reorganization of
Catalina Industrial, Trade World Industrial, Catalina Asia and Go-Gro Industries
according to the Plan of Reorganization adopted on May 8,


                                      -22-
<PAGE>

2000. Said Plan of Reorganization is pursuant to Section 368(a)(1)(D) of the
Internal Revenue code of 1986, as amended. The Plan calls for the
purchase/transfer of the assets of Catalina Industrial, Trade World Industrial
and Catalina Asia in exchange for cash/stock of Go-Gro Industries. After the
exchange, Catalina Industrial and Trade World Industrial will distribute all
Go-Gro Industries stock received to Domestic Borrower and then dissolve.
Domestic Borrower will then own 100% of Go-Gro Industries at the completion of
the Plan.

            "Hong Kong Revolver" shall mean that certain working capital
facility by and between the Go-Gro Industries and Standard Chartered Bank, dated
as of July 17, 2000, as amended, restated, supplemented or otherwise modified
from time to time.

            "Hong Kong Share Pledge" shall mean (i) prior to the Hong Kong
Reorganization, the Share Pledge dated as of the Original Closing Date, between
the Domestic Borrower and the Administrative Agent, pursuant to which the
Domestic Borrower pledges 66% of the Stock of Trade World Industrial and
Catalina Industrial to secure the Obligations, and pursuant to which the
Domestic Borrower also pledges the remaining 34% of the Stock of Trade World
Industrial and Catalina Industrial to secure the Sterling Obligations, and (ii)
after the Hong Kong Reorganization, the Share Pledge referred to in clause (i)
above as amended such that the Domestic Borrower pledges 66% of the Stock of
Go-Gro Industries to secure the Obligations and also pledges the remaining 34%
of the Stock of Go-Gro Industries to secure the Sterling Obligations, as further
amended, restated, supplemented or otherwise modified from time to time.

            "Indebtedness" of any Person shall mean, without duplication (a) all
obligations of such Person for borrowed money; (b) all obligations of such
Person evidenced by bonds, debentures, notes, drafts, bankers' acceptances or
other similar instruments, (c) all obligations of such Person to pay the
deferred purchase price of property or services (other than trade accounts
payable that are not past due by more than ninety (90) days and other
obligations accrued in the ordinary course of business and earn-outs or similar
arrangements), (d) all obligations of such Person under leases required to be
capitalized under GAAP, (e) all obligations or liabilities of others secured by
any Lien upon property of such Person whether or not such obligation or
liability is assumed, (f) all obligations of such Person under Interest Rate
Contracts or Currency Contracts, (g) all obligations of such Person in respect
of letters of credit (including all contingent reimbursement obligations,
whether or not any draws under such letters of credit have been presented for
payment) and all drafts, bankers acceptances or similar instruments issued in
connection therewith, (h) all Guaranties of Indebtedness of the type described
in clauses (a) through (g) of this definition of Indebtedness, (i) the aggregate
development, construction and acquisition cost of property leased to such Person
pursuant to a Synthetic Lease and all obligations of such Person with respect to
asset securitization programs, and (j) without duplication, all obligations and
liabilities of such Person that are required by GAAP to be shown as liabilities
on a balance sheet of such Person (other than reserves required under GAAP).

            "Intercompany Note" shall have the meaning assigned to such term in
Section 9.01(h).

            "Interest Period" shall have the meaning set forth in Section 5.03.

            "Interest Rate Contracts" shall mean any forward contracts, futures
contracts, interest rate exchange agreements, interest rate cap agreements,
interest rate collar agreements, and other similar agreements and arrangements
entered into by any Consolidated Company designed to protect any Consolidated
Company against fluctuations in interest rates, which agreements and
arrangements shall be valued on a mark to market basis in accordance with GAAP.

            "Inventory" shall mean, for any Person, all "inventory" (as defined
in the UCC) now or hereafter owned or acquired by such Person or in which such
Person now or hereafter has or acquires any rights, wherever located, and, in
any event, including inventory, merchandise, goods and other personal property
which are held by or on behalf of such Person for sale or lease or are furnished
or are to be furnished under a contract of service, or which constitute raw
materials, work in process or materials used or consumed or to be used or
consumed in such Person's business or in the processing, production, packaging,
promotion, delivery or shipping of the same, including other supplies.


                                      -23-
<PAGE>

            "Investment" shall mean, when used with respect to any Person, any
direct or indirect advance, loan or other extension of credit (other than the
creation of receivables in the ordinary course of business) or capital
contribution by such Person (by means of transfers of property to others or
payments for property or services for the account or use of others, or
otherwise) to any other Person, or any direct or indirect purchase or other
acquisition by such Person of, or of a beneficial interest in, capital stock,
partnership interests, bonds, notes, debentures or other securities issued by
any other Person.

            "Issuing Bank" shall mean the Domestic Issuing Bank or the UK
Issuing Bank and "Issuing Banks" shall mean collectively, the Domestic Issuing
Bank and the UK Issuing Bank.

            "Junior Hong Kong Share Pledges" shall mean (i) prior to the Hong
Kong Reorganization, those certain share pledges between Domestic Borrower and
Subordinated Noteholders, dated as of the Closing Date, pursuant to which the
Domestic Borrower pledges 66% of the voting Stock of Trade World Industrial and
Catalina Industrial and 100% of the non-voting Stock of Trade World Industrial
and Catalina Industrial of to secure the Subordinated Debt, and (ii) after the
Hong Kong Reorganization, those certain Share Pledges referred to in clause (i)
above as amended such that Domestic Borrower pledges 66% of the voting Stock of
Go-Gro Industries and 100% of the non-voting Stock of Go-Gro Industries to
secure the Subordinated Debt.

            "Junior Subordination Agreement" shall mean that certain Junior
Subordination Agreement, dated as of the Closing Date, by and among the Lenders
and the Agent as the "Senior Lenders", the Subordinated Noteholders, as the
"Subordinated Noteholders", and Management, as amended, restated, supplemented
or modified from time to time.

            "L/Cs" shall mean, collectively, the Domestic L/Cs and the Foreign
Currency L/Cs, and "L/C" shall mean any one of them.

            "L/C Exposure" shall mean the sum of the Domestic L/C Exposure plus
the Dollar Equivalent of the Foreign Currency L/C Exposure.

            "L/C Fees" shall have the meaning set forth in Section 5.05(c) and
(d).

            "L/C Obligations" shall mean the sum of the Domestic L/C Obligations
plus the Dollar Equivalent of the Foreign Currency L/C Obligations.

            "Lenders" shall have the meaning set forth in the opening paragraph
of this Agreement.

            "Lenders' Warrant" shall mean that certain Lenders' Warrant
authorized and issued by the Domestic Borrower to the Lenders to purchase shares
of common Stock of the Domestic Borrower.

            "Lending Office" shall mean, for each Lender, the office that such
Lender may designate in writing from time to time to the Borrower Representative
and the Administrative Agent with respect to each Type of Borrowing.

            "Leverage Ratio" shall mean, as of any date of determination, the
ratio of (a) Consolidated Total Debt to (b) Consolidated Adjusted EBITDA
measured for the four Fiscal Quarter period ending on such date of
determination, or if such date of determination is not the last day of any
Fiscal Quarter, then ending immediately prior to such date of determination.

            "LIBOR" shall mean, for any Borrowing of Loans having a specified
Interest Period:

            (a) with respect to a Borrowing of Domestic Revolving Loans or Term
B Loans, (x) the offered rate for deposits in US Dollars for a period comparable
to the Interest Period and in an amount comparable to the Administrative Agent's
portion of such Borrowing, appearing on the display designated as Page 3750 of
the Telerate Service (or such other page on that service or such other service
designated by the British Banker's


                                      -24-
<PAGE>

Association for the display of such Association's Interest Settlement Rates for
Dollar deposits) as of 11:00 a.m. London, England time on the day that is two
Business Days prior to the first day of the Interest Period or if such Page 3750
is unavailable for any reason at such time, the rate which appears on the
Reuters Screen ISDA Page as of such date and such time; provided, however, that
if the Administrative Agent determines that the relevant foregoing sources are
unavailable for the relevant Interest Period or would not adequately reflect the
cost to the Lenders of making, funding or maintaining their Domestic Revolving
Loans or Term B Loans, LIBOR shall mean the rate of interest determined by the
Administrative Agent to be the average (rounded upward, if necessary, to the
nearest 1/100th of 1%) of the rates per annum at which deposits in Dollars are
offered to the Administrative Agent two (2) Business Days preceding the first
day of such Interest Period by leading banks in the London interbank market as
of 10:00 a.m. (Atlanta, Georgia time) for delivery on the first day of such
Interest Period, for the number of days comprised therein and in an amount
comparable to the amount of the LIBOR Loan of the Administrative Agent.

            (b) with respect to a Borrowing of Sterling Revolving Loans or Term
A Loans, (x) the offered rate for deposits in Sterling for a period comparable
to the Interest Period and in an amount comparable to the Administrative Agent's
portion of such Borrowing, appearing on the display designated as Page 3750 of
the Telerate Service (or such other page on that service or such other service
designated by the British Banker's Association for the display of such
Association's Interest Settlement Rates for Sterling deposits) as of 11:00 a.m.
(London, England time) on the first day of the Interest Period or if such Page
3750 is unavailable for any reason at such time, the rate which appears on the
Reuters Screen ISDA Page as of such date and such time; provided, however, that
if the Administrative Agent determines that the relevant foregoing sources are
unavailable for the relevant Interest Period or would not adequately reflect the
cost to the Lenders of making, funding or maintaining their Sterling Revolving
Loans or Term A Loans, LIBOR shall mean the rate of interest determined by the
Administrative Agent to be the average (rounded upward, if necessary, to the
nearest 1/100th of 1%) of the rates per annum at which deposits in Sterling are
offered to the Administrative Agent on first day of such Interest Period by
leading banks in the London interbank market as of 10:00 a.m. (Atlanta, Georgia
time) for delivery on the first day of such Interest Period, for the number of
days comprised therein and in an amount comparable to the amount of the LIBOR
Loan of the Administrative Agent; in any case, plus, a percentage sufficient to
compensate the Lenders for the cost of complying with any reserve, liquidity
and/or special deposit requirements of the Bank of England directly or
indirectly affecting the maintenance of funding of such Borrowing.

            "LIBOR Loan" shall mean a Loan bearing interest based on LIBOR.

            "Lien" shall mean any mortgage, pledge, security interest, lien,
charge, hypothecation, assignment, deposit arrangement, title retention,
preferential right, trust or other arrangement having the practical effect of
the foregoing and shall include the interest of a vendor or lessor under any
conditional sale agreement, capitalized lease or other title retention agreement
and the filing of a financing statement under the UCC (excluding precautionary
filings or financing statements under the Uniform Commercial Code which cover
property that is made available to or used by a Consolidated Company pursuant to
the terms of a lease that is not a Capital Lease or a Synthetic Lease).

            "Loans" shall mean, collectively, the Domestic Revolving Loans, the
Domestic Swingline Loans, the Sterling Loans, and the Term B Loans and "Loan"
shall mean any one of them.

            "London Stock Exchange" means the London Stock Exchange PLC.

            "Management" shall mean Robert Hersh, Nathan Katz, Dean Rappaport
and David Sasnett.

            "Management Services Contract " shall mean that certain Management
Services Contract by and between Domestic Borrower and Sun Capital Partners
Management, LLC, as in effect on the Closing Date.

            "Margin Cap" shall have the meaning assigned to such term in Section
5.04.


                                      -25-
<PAGE>

            "Margin Regulations" shall mean Regulation T, Regulation U and
Regulation X of the Board of Governors of the Federal Reserve System, as the
same may be in effect from time to time.

            "Material Foreign Subsidiary" shall mean each Foreign Subsidiary of
the Domestic Borrower, now existing or hereafter acquired, that at any time
during the term of this Agreement, owns or acquires total assets having a book
value in excess of $5,000,000.

            "Materially Adverse Effect" shall mean any materially adverse change
in, or material adverse effect upon, (i) the business, results of operations,
financial condition, assets, liabilities or prospects of the Domestic Borrower
or of the Consolidated Companies taken as a whole, (ii) the ability of any
Credit Party to perform its obligations under the Credit Documents, (iii) the
rights and remedies of the Administrative Agent, any Issuing Bank, any Swingline
Lender or any Lender under any Credit Document, (iv) the legality, validity or
enforceability of any Credit Documents, or (v) the creation, attachment,
perfection or priority of any Lien granted pursuant to any Collateral Document.

            "Maximum Permissible Rate" shall mean, with respect to interest
payable in any amount, the rate of interest on such amount that, if exceeded,
could under any applicable law or regulation, result in (i) similar criminal
penalties being imposed on any Lender or (ii) any Lender being unable to enforce
payment of (or if collected, to retain) all or part of such amount or the
interest payable thereon.

            "Mortgage Debenture (Holdings Borrower)" shall mean the Mortgage
Debenture (Holdings Borrower) dated as of the Original Closing Date, between the
Holdings Borrower and the Administrative Agent, pursuant to which the Holdings
Borrower charged all of its assets (including all issued and outstanding share
capital of Sterling Borrower owned by Holdings Borrower) to secure the Sterling
Obligations, as amended, restated, modified or otherwise supplemented from time
to time.

            "Multiemployer Plan" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

            "NatWest L/C's" shall mean those certain Letters of Credit issued by
SunTrust in favor of National Westminster Bank PLC ("NatWest") described as
follows: (a) L/C No. F 502707 in the original amount of (pound)8,000,000 (the
Sterling Equivalent of $11,912,000), as of August 18, 2000), as it may be
reduced, relating to letters of credit issued by NatWest on behalf of the
Sterling Borrower and (b) L/C No. F 502708 in the original amount of
(pound)5,000,000 (the Sterling Equivalent of $7,445,000, as of August 18, 2000),
as it may be reduced, relating to NatWest overdraft and foreign exchange
facilities and a guarantee issued by NatWest on behalf of the Sterling Borrower.

            "NatWest L/C Applications" shall mean those certain Applications and
Agreements for Standby Irrevocable Letters of Credit relating to the Nat West
L/C's dated as of August 18, 2000 entered into by Catalina International
Limited, formerly known as Catalina International PLC and Ring Limited (formerly
known as Ring PLC) and guaranteed by Catalina Lighting, Inc. delivered to
SunTrust.

            "Net Cash Proceeds" shall mean, (a) with respect to any sale or
disposition by any Consolidated Company of any of its assets, the gross amount
of cash proceeds received by such Consolidated Company (including any cash
proceeds received from time to time as payments for the deferred purchase price
of such assets or as principal payments on any promissory notes or other
instruments made or issued to such Consolidated Company in payment of such
assets) less the amount of all commissions and other reasonable and customary
transaction costs, fees and expenses properly attributable to such transaction
and paid by Consolidated Company in cash in connection therewith to (i) any
Person that is not an Affiliate of any of the Consolidated Companies and (ii)
Sun Capital Partners Management, LLC pursuant to and in accordance with the
Management Services Contract, (b) all Net Casualty/Insurance Proceeds, and (c)
with respect to the issuance by the Domestic Borrower of any Stock or debt
securities, the gross proceeds received by the Domestic Borrower from such
issuance less the amount of all underwriting discounts and commissions and other
reasonable costs, fees and expenses paid by the Domestic Borrower in cash in
connection therewith to any Person that is not an Affiliate.


                                      -26-
<PAGE>

            "Net Casualty/Insurance Proceeds" when used with respect to any
Condemnation Awards or insurance proceeds allocable to the Collateral, means the
gross proceeds from any Casualty or Condemnation remaining after payment of all
expenses (including attorney's fees incurred in collection of such gross
proceeds).

            "Non-Core UK Share Pledge" shall mean the share pledges between
Sterling Borrower and the Subordinated Noteholders, dated as of the Closing
Date, pursuant to which the Sterling Borrower pledges the Stock of each of
Lancer Products Limited, a corporation organized under the laws of England and
Wales (Registered in England No. 1358125), Grove Products (Caravan Accessories)
Limited, a corporation organized under the laws of England and Wales (Registered
in England No. 1148888), P H Products Limited, a corporation organized under the
laws of England and Wales (Registered in England No. 3344286), Arctic Products
Limited, a corporation organized under the laws of England and Wales (Registered
in England No. 1582704), Van Line Limited, a corporation organized under the
laws of England and Wales (Registered in England No. 1601077), Lighten Point
Corporation Europe Limited, a corporation organized under the laws of England
and Wales (Registered in England No. 1457632), BMAC Limited, a corporation
organized under the laws of England and Wales (Registered in England No. 226513)
to secure the Subordinated Debt.

            "Notes" shall mean, collectively, the Revolving Notes, the Swingline
Notes and the Term Notes.

            "Obligations" shall mean all Domestic Obligations and all Sterling
Obligations.

            "Original Closing Date" shall mean July 18, 2000.

            "Panel" means The English Panel on Takeovers and Mergers.

            "Parent Guaranty" shall mean the Parent Guaranty, dated as of the
Original Closing Date, by the Domestic Borrower pursuant to which the Domestic
Borrower guarantees the Sterling Obligations, as amended, restated supplemented
or otherwise modified from time to time.

            "Patent Security Agreements" shall mean, collectively, (i) that
certain Collateral Assignment and Security Agreement (Patents), dated as of the
Original Closing Date, by and between the Domestic Borrower and the
Administrative Agent, and (ii) each other Collateral Assignment and Security
Agreement (Patents), by and between any Credit Party and the Administrative
Agent, each as amended, restated, supplemented or otherwise modified from time
to time.

            "Payment Office" shall mean (i) with respect to the Administrative
Agent, the office of the Administrative Agent specified as its "Payment Office"
on the signature page of the Administrative Agent to this Agreement, or such
other location as to which the Administrative Agent shall have given written
notice to the Borrower Representative and the other Lenders and (ii) with
respect to the UK Swingline Lender, the office of the UK Swingline Lender
specified as its "Payment Office" on the signature page of the UK Swingline
Lender to this Agreement, or the Assignment and Acceptance Agreement to which
the UK Swingline Lender is a party, or such other location as to which the UK
Swingline Lender shall have given written notice to the Borrower Representative
and the other Lenders, and (iii) with respect to the Domestic Swingline Lender,
the office of the Domestic Swingline Lender specified as its "Payment Office" on
the signature page of the Domestic Swingline Lender to this Agreement, or the
Assignment and Acceptance Agreement to which the Domestic Swingline Lender is a
party, or such other location as to which the Domestic Swingline Lender shall
have given written notice to the Borrower Representative and the other Lenders.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation or any
successor thereto.

            "Perfection Certificate" shall mean that certain certificate dated
as of even date herewith, setting forth the corporate names, chief executive
office or principal places of business and other current locations of the Credit
Parties and such other information as the Administrative Agent deems reasonably
pertinent to the perfection of security interests, completed and supplemented
with the schedules and attachments contemplated thereby to the satisfaction of
the Administrative Agent, and duly executed by an officer of each Credit Party.


                                      -27-
<PAGE>

            "Permitted Hong Kong Capital Expenditures" shall mean the actual
Capital Expenditures of the Hong Kong Group during the Calendar Year ending
December 31, 2000 and during the Calendar Year ending December 31, 2001,
provided, however, Permitted Hong Kong Capital Expenditures shall not include
any Capital Expenditures of the Hong Kong Group in an amount in excess of
$5,000,000 for the Calendar Year ending December 31, 2000 or $5,000,000 for the
Calendar Year ending December 31, 2001.

            "Permitted Liens" shall mean those Liens expressly permitted by
Section 9.02.

            "Person" shall mean any individual, partnership, firm, corporation,
association, joint venture, limited liability company, trust or other entity, or
any government or political subdivision or agency, department or instrumentality
thereof.

            "Plan" shall mean any "employee benefit plan" (as defined in Section
3(3) of ERISA), including, but not limited to, any defined benefit pension plan,
profit sharing plan, money purchase pension plan, savings or thrift plan, stock
bonus plan, employee stock ownership plan, Multiemployer Plan, or any plan,
fund, program, arrangement or practice providing for medical (including
post-retirement medical), hospitalization, accident, sickness, disability, or
life insurance benefits, but shall exclude any Foreign Plan.

            "Pledge Agreements" shall mean the Domestic Borrower Pledge
Agreement, the Hong Kong Pledge Agreement, the Mortgage Debenture (Holdings
Borrower) and any other pledge agreement executed by any Credit Party in favor
of the Administrative Agent.

            "Pledged Account Agreement" shall mean a Pledged Account Agreement,
substantially in the form of Exhibit I, among a depository bank at which a
Borrowing Base Party has a deposit account, a Borrowing Base Party and the
Administrative Agent, as amended, restated, modified or otherwise supplemented
from time to time.

            "Post-Closing Agreement" shall mean the Post-Closing Agreement,
dated as of the date hereof, among Borrowers, the Administrative Agent, the
Lenders, the Domestic Swingline Lender, the UK Swingline Lender, the Domestic
Issuing Bank, and the UK Issuing Bank.

            "Pro Forma Balance Sheet" means the consolidated balance sheet of
the Consolidated Companies as of the Original Closing Date after giving pro
forma effect to the Acquisition and the transactions contemplated by the
Original Credit Agreement.

            "Projections" mean the Domestic Borrower's (a) balance sheet, (b)
profit and loss statement, and (c) cash flow statement, all prepared based on a
consolidated basis for the Consolidated Companies and otherwise consistent with
the historical financial statements of the Domestic Borrower together with
appropriate supporting details and a statement of underlying assumptions. The
Projections shall include future payments of known contingent liabilities
reflected on the Pro Forma Balance Sheet and reflect projections for the five
year period beginning on June 30, 2000 on a year by year basis.

            "Pro Rata Share" shall mean (i) with respect to the Domestic
Revolving Credit Commitment of each Domestic Revolving Lender, each Dollar Loan
to be made by, each Domestic L/C Obligation and Domestic Swingline Loan to be
participated in by, and each payment (including without limitation, each payment
of principal, interest or fees) to be made to each Domestic Revolving Lender
with respect thereto, the percentage designated as such Domestic Revolving
Lender's Pro Rata Share of the Domestic Revolving Credit Commitments set forth
under the name of such Domestic Revolving Lender on the respective signature
page for such Domestic Revolving Lender to this Agreement, or with respect to
any Person becoming a Domestic Revolving Lender after the Closing Date, the "Pro
Rata Share" set forth in the Assignment and Acceptance Agreement executed by
such Person as assignee, as the same may be increased or decreased from time to
time as a result of any assignment thereof pursuant to Section 12.06 or any
amendment thereof pursuant to Section 12.02, (ii) with respect to the Sterling
Revolving Credit Commitment of each Sterling Revolving Lender, each Sterling
Loan to be made by, each Sterling L/C Obligation and Sterling Swingline Loan to
be participated in by and each payment (including without


                                      -28-
<PAGE>

limitation, each payment of principal, interest or fees) to be made to each
Sterling Revolving Lender with respect thereto the percentage designated as such
Sterling Revolving Lender's Pro Rata Share of the Sterling Revolving Credit
Commitments set forth under the name of such Sterling Revolving Lender on the
respective signature page for such Sterling Revolving Lender to this Agreement,
or with respect to any Person becoming a Sterling Revolving Lender after the
Closing Date, the "Pro Rata Share" set forth in the Assignment and Acceptance
Agreement executed by such Person as assignee, as the same may be increased or
decreased from time to time as a result of any assignment thereof pursuant to
Section 12.06 or any amendment thereof pursuant to Section 12.02, (iii) with
respect to the Term A Loan Commitment of each Term A Lender, the Term A Loans to
be made by each Term A Lender, and each payment (including, without limitation,
each payment of principal, interest or fees) to be made to each Term A Lender
with respect thereto, the percentage designated as such Term A Lender's Pro Rata
Share of the Term A Loan Commitment as set forth under the name of such Term A
Lender on the respective signature page for such Term A Lender to this Agreement
or, with respect to any Person becoming a Term A Lender after the Closing Date,
the Pro Rata Share of the Term A Loans set forth in the Assignment and
Acceptance Agreement executed by such Person as assignee, as the same may be
increased or decreased from time to time as a result of any assignment thereof
pursuant to Section 12.06 or any amendment thereof pursuant to Section 12.02,
(iv) and with respect to the Term B Loan Commitment of each Term B Lender, the
Term B Loans to be made by each Term B Lender, and each payment (including,
without limitation, each payment of principal, interest or fees) to be made to
each Term B Lender with respect thereto, the percentage designated as such Term
B Lender's Pro Rata Share of the Term B Loan Commitment as set forth under the
name of such Term B Lender on the respective signature page for such Term B
Lender to this Agreement or, with respect to any Person becoming a Term B Lender
after the Closing Date, the Pro Rata Share of the Term B Loans set forth in the
Assignment and Acceptance Agreement executed by such Person as assignee, as the
same may be increased or decreased from time to time as a result of any
assignment thereof pursuant to Section 12.06 or any amendment thereof pursuant
to Section 12.02.

            "Registration Rights Agreement" shall mean that certain Registration
Rights Agreement, dated as of the Closing date, by and among the Lenders, Sun
Catalina Holdings, LLC, SunTrust Banks, Inc. and the Domestic Borrower.

            "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System, as the same may be in effect from time to time.

            "Required Lenders" shall mean (i) at any time on or prior to the
Revolving Credit Termination Date, Lenders holding more than 50% of the sum of
aggregate principal amount of all Domestic Revolving Credit Commitments and all
Sterling Revolving Credit Commitments and the aggregate outstanding principal
amount of the Term Loans; and (ii) at any time after the Revolving Credit
Termination Date, Lenders holding more than 50% of the aggregate outstanding
principal amount of all Loans (including the aggregate outstanding amount of
participations in Swingline Loans) and the aggregate outstanding amount of
participations in L/C Obligations; provided, that for purposes of this
definition of "Required Lenders", any Lender that fails to fund any Loan or any
participation in a Domestic L/C or Sterling L/C or a Swingline Loan, without
providing notice to the Administrative Agent that in its determination one or
more of the conditions precedent to such funding has not been met, shall be
deemed to have no Commitments and no outstanding Loans unless and until the
earlier to occur of (x) all other Obligations have been paid in full, (y) such
failure to fulfill its Obligations to fund is cured and (z) the Obligations
shall have been declared or shall have immediately become due and payable and
all Commitments have been terminated.

            "Requirement of Law" for any Person shall mean the articles or
certificate of incorporation and bylaws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation, or
determination of a Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.

            "Restricted Payment" shall have the meaning set forth in Section
9.06.


                                      -29-
<PAGE>

            "Reuters Screen" shall mean, when used in connection with any
designated page for LIBOR, the display page so designated on the Reuter Monitor
Money Rates Service (or such other page as may replace that page on that service
for the purpose of displaying rates comparable to LIBOR).

            "Revolving Credit Commitment" shall mean, at any time for any
Lender, the sum of such Lender's Domestic Revolving Credit Commitment and its
Sterling Revolving Credit Commitment.

            "Revolving Credit Commitment Amount" shall mean, for any Lender, the
"Revolving Credit Commitment Amount" set forth under such Lender's name on the
signature pages to this Agreement, or with respect to any Person becoming a
Revolving Lender after the Closing Date, the "Revolving Credit Commitment
Amount" assigned to such Person in the Assignment and Acceptance Agreement
executed by such Person as an assignee, as the same may be increased or
decreased from time to time as a result of any reduction thereof pursuant to
Article II, any assignment thereof pursuant to Section 12.06, or any amendment
thereof pursuant to Section 12.02.

            "Revolving Credit Commitment Fee" shall have the meaning assigned to
such term in Section 5.05(b).

            "Revolving Credit Notes" shall mean the Sterling Revolving Notes and
the Domestic Revolving Notes.

            "Revolving Credit Termination Date" shall mean the earlier of (i)
December 31, 2003, and (ii) the date on which all amounts outstanding under this
Agreement have been declared or have automatically become due and payable
(whether by acceleration or otherwise).

            "Revolving Lenders" shall mean all Lenders that have Revolving
Credit Commitments, are owed Revolving Loans or have purchased participations in
the L/C Obligations or the Swingline Loans.

            "Revolving Loan" shall mean a Domestic Revolving Loan or a Sterling
Revolving Loan, as the case may be.

            "Ring Preferred Dividends" shall mean dividends payable after the
Closing Date in accordance with the organizational documents of the Sterling
Borrower to the holders of the preference shares of the Sterling Borrower as
such documents are in effect on the Closing Date.

            "Sale-Leaseback Transaction" shall mean a financing transaction
whereby a Borrower or a Subsidiary sells one or more of its assets to a
financial institution and leases back, as lessee such assets.

            "Security Agreements" means the Domestic Borrower Security
Agreement, the UK Security Agreement, and any other agreement pursuant to which
any Credit Party grants a security interest to the Administrative Agent or its
designee.

            "Senior Officer" shall mean any one of the following of the Domestic
Borrower, regardless of title: the chief executive officer, the chief operating
officer, the chief financial officer or the treasurer.

            "Senior Subordination Agreement" shall mean that certain Senior
Subordination Agreement, dated as of the date hereof, by and among the Lenders
and the Agent as the "Senior Lenders" and the Subordinated Noteholders, as the
"Subordinated Noteholders", as amended, restated, supplemented or modified from
time to time.

            "Separation Agreements" shall mean, collectively, (i) that certain
Separation Agreement, dated as of the date hereof, by and between Domestic
Borrower and Nathan Katz; and (ii) that certain Separation Agreement, dated as
of the date hereof, by and between Domestic Borrower and Dean Rappaport, in each
case as amended, restated, supplemented or otherwise modified from time to time.


                                      -30-
<PAGE>

            "Shares" means 21,521,298 ordinary shares in the capital of the
Sterling Borrower together with 6,590,592 convertible preference shares in the
capital of the Sterling Borrower.

            "Sterling" or "(pound)" shall mean the lawful money of the United
Kingdom of Great Britain and Northern Ireland.

            "Sterling Borrower" shall mean Ring Limited, a limited company
organized under the laws of England and Wales (Registered in England No. 29796),
and its successor and assigns.

            "Sterling Borrower Group" shall mean the Sterling Borrower and its
Subsidiaries.

            "Sterling Borrower Guaranty" shall mean the Guaranty to be entered
into by the Sterling Borrower in accordance with Section 8.09(c) pursuant to
which the Sterling Borrower guarantees the Holdings Borrower Obligations, as
amended, restated, supplemented or otherwise modified from time to time.

            "Sterling Borrower Obligations" shall mean all amounts owing to the
Administrative Agent, the Sterling Revolving Lenders, the UK Issuing Bank and
the UK Swingline Bank by the Sterling Borrower pursuant to the terms of this
Agreement and all other Credit Documents including without limitation the
principal of and accrued and unpaid interest on all Sterling Revolving Loans,
Sterling Swingline Loans and all Fees, expenses, indemnification and
reimbursement payments, payable by the Sterling Borrower, in each case whether
direct or indirect, absolute or contingent, liquidated or unliquidated, now
existing or hereafter arising hereunder or thereunder.

            "Sterling Borrowing" shall mean a Borrowing consisting or to consist
of Sterling Loans.

            "Sterling Equivalent" shall mean, with respect to any amount in
Dollars or any Freely Available Foreign Currency, as applicable, the amount in
Sterling that could be purchased with such amount of Dollars or any Freely
Available Foreign Currency, as applicable, using the foreign exchange rate(s)
specified in the definition of the term "Dollar Equivalent", as determined by
the Administrative Agent.

            "Sterling Loans" shall mean, collectively, the Sterling Revolving
Loans, Sterling Swingline Loans and Term A Loans.

            "Sterling L/Cs" shall mean, collectively, the letters of credit
issued in Sterling pursuant to Section 2.04 hereof by the UK Issuing Bank for
the account of the Sterling Borrower pursuant to the Sterling L/C Subcommitment,
and "Sterling L/C" shall mean any one of them.

            "Sterling L/C Exposure" shall mean, with respect to each Sterling
Revolving Lender, the aggregate outstanding amount of all Sterling L/C
Obligations multiplied by such Sterling Revolving Lender's Pro Rata Share of the
Sterling Revolving Credit Commitments.

            "Sterling L/C Obligations" shall mean the sum of (a) the maximum
aggregate amount available to be drawn (assuming the conditions for drawing
thereunder have been met) under all outstanding Sterling L/Cs on the date of
determination, plus (b) the aggregate amount of all drawings under Sterling L/Cs
honored by the UK Issuing Bank but not theretofore reimbursed by the Sterling
Borrower on such date of determination.

            "Sterling L/C Subcommitment" shall mean the commitment of the UK
Issuing Bank established pursuant to Section 2.04(b) as a subfacility of the
Sterling Revolving Credit Commitment to issue Sterling L/Cs for the account of
the Sterling Borrower in an aggregate face amount not to exceed the Sterling
Equivalent of $20,000,000.

            "Sterling Notes" shall mean the Sterling Revolving Notes, the
Sterling Swingline Note, and the Term A Notes.


                                      -31-
<PAGE>

            "Sterling Obligations" shall mean the Sterling Borrower Obligations
and the Holdings Borrower Obligations; provided that, in relation to the
definition of UK Subsidiary Guaranty it shall not incorporate the Holdings
Borrower Obligations until such time as Section 8.09(c) has been complied with.

            "Sterling Revolving Borrowing" shall mean a Borrowing consisting or
to consist of Sterling Revolving Loans.

            "Sterling Revolving Credit Commitment" shall mean, at any time for
any Sterling Revolving Lender, the commitment of such Sterling Revolving Lender
established pursuant to Section 2.01 and 2.03 to make Sterling Revolving Loans
to the Sterling Borrower and to purchase participations in the Sterling L/Cs and
the Sterling Swingline Loans.

            "Sterling Revolving Credit Commitment Amount" shall mean, for any
Sterling Revolving Lender, the "Sterling Revolving Credit Commitment Amount" set
forth under such Sterling Revolving Lender's name on the signature pages to this
Agreement, or with respect to any Person becoming a Sterling Revolving Lender
after the Closing Date, the "Sterling Revolving Credit Commitment Amount"
assigned to such Person in the Assignment and Acceptance Agreement executed by
such Person as an assignee, as the same may be increased or decreased from time
to time as a result of any reduction thereof pursuant to Section 2.12, any
assignment thereof pursuant to Section 12.06, or any amendment thereof pursuant
to Article II. Sterling Revolving Credit Commitment Amount for all Lenders shall
be the Sterling Equivalent of $23,600,000, as such amount may be reduced
pursuant to Section 2.12.

            "Sterling Revolving Lender" shall mean all Sterling Lenders that
have agreed to make, or that hold, any Sterling Revolving Loan.

            "Sterling Revolving Loan" shall mean, for any Sterling Revolving
Lender, a revolving loan made in Sterling by such Sterling Revolving Lender to
the Sterling Borrower under its Sterling Revolving Credit Commitment pursuant to
Section 2.03 or Section 2.06.

            "Sterling Revolving Notes" shall mean the promissory notes, one by
the Sterling Borrower payable to the order of each Sterling Revolving Lender, in
substantially the form of Exhibit B, evidencing the Sterling Revolving Loans
made by such Sterling Revolving Lender to the Sterling Borrower pursuant to the
Sterling Revolving Credit Commitment, either as originally executed or as they
may be amended, restated, supplemented, renewed, extended or otherwise modified
from time to time.

            "Sterling Revolving Notice of Borrowing" shall have the meaning
assigned to such term in Section 2.03(c), in the form of Exhibit L attached.

            "Sterling Revolving Notice of Continuation" shall have the meaning
assigned to such term in Section 2.03(d), in the form of Exhibit M attached.

            "Sterling Revolving Commitment Amount" shall mean the Sterling
Equivalent of $23,600,000, as such amount may be reduced pursuant to Section
2.12.

            "Sterling Swingline Exposure" shall mean, for any Lender, the
outstanding principal amount of the Sterling Swingline Loans multiplied by such
Lender's Pro Rata Share of the Sterling Revolving Credit Commitments.

            "Sterling Swingline Loan" shall mean a swingline loan made by the UK
Swingline Lender to the Sterling Borrower under the Sterling Swingline
Subcommitment pursuant to Article II.

            "Sterling Swingline Note" shall mean the promissory note by the
Sterling Borrower payable to the order of the UK Swingline Lender, in
substantially the form of Exhibit E-2, evidencing the Sterling Swingline


                                      -32-
<PAGE>

Loans, either as originally executed or as they may be amended, restated,
supplemented, renewed, extended or otherwise modified from time to time.

            "Sterling Swingline Notice of Borrowing" shall have the meaning
assigned to such term in Section 2.11(c), in the form of Exhibit N attached.

            "Sterling Swingline Subcommitment" shall mean the commitment of the
UK Swingline Lender to make Sterling Swingline Loans to the Sterling Borrower in
an aggregate principal amount not to exceed the Sterling Equivalent of
$3,000,000, and the commitments of the Sterling Revolving Lenders to purchase
participations in such Sterling Swingline Loans which commitment of the UK
Swingline Lender and the commitments of the Sterling Revolving Lenders are
established pursuant to Section 2.11 as a subcommitment of the Sterling
Revolving Credit Commitments.

            "Stock" shall mean (i) with respect to any Person that is a
corporation company, any and all shares, interests or equivalents in capital
stock or shares (whether voting or nonvoting, and whether common or preferred)
of such corporation or company, and (ii) with respect to any Person that is not
a corporation or company, any and all partnership, membership, limited liability
company or other equity interests of such Person; and in each case, any and all
warrants, rights, or options to purchase any of the foregoing.

            "Subordinated Debt" shall mean, collectively, (a) all Indebtedness
arising under the Subordinated Note Documents, and (b) all Indebtedness of the
Consolidated Companies subordinated to all Obligations of the Credit Parties on
terms and conditions, including without limitation, with respect to interest
rates, payment terms, maturities, amortization schedules, covenants, defaults,
remedies, and subordination provisions, satisfactory to the Agent and the
Required Lenders in their sole and absolute discretion as evidenced by the
written approval of the Agent and Required Lenders.

            "Subordinated Note Documents" shall mean, collectively, (i) the Sun
Catalina Subordinated Note Purchase Agreement, the Subordinated Notes and all
other "Investment Documents" as defined therein and (ii) the SunTrust
Subordinated Note Purchase Agreement and all other "Investment Documents" as
defined therein, respectively.

            "Subordinated Noteholders" shall mean Sun Catalina Holdings, LLC and
SunTrust Banks, Inc., and their respective successors and assigns.

            "Sun Catalina Subordinated Note Purchase Agreement" shall mean that
certain Amended and Restated Note Purchase Agreement, dated as of the date
hereof, by and among the Domestic Borrower and the Sun Catalina Holdings, LLC,
as amended, restated, supplemented or otherwise modified from time to time in
accordance with this Agreement.

            "SunTrust Subordinated Note Purchase Agreement" shall mean that
certain Note Purchase Agreement, dated as of the date hereof, by and among the
Domestic Borrower and the SunTrust Banks, Inc., as amended, restated,
supplemented or otherwise modified from time to time in accordance with this
Agreement.

            "Subordinated Notes" shall mean the promissory notes issued by the
Borrower to the Subordinated Noteholders from time to time pursuant to the Sun
Catalina Subordinated Note Purchase Agreement and the SunTrust Subordinated Note
Purchase Agreement, together with all replacements and substitutions therefor,
in each case as amended, restated, supplemented or otherwise modified from time
to time in accordance with this Agreement.

            "Subsidiary" shall mean, with respect to any Person, any corporation
or other entity (including, without limitation, partnerships, limited liability
companies, joint ventures, and associations) regardless of its jurisdiction of
organization or formation, at least a majority of the total combined voting
power of all classes of voting stock or other ownership interests of which
shall, at the time as of which any determination is being made, be owned by such
first Person, either directly or indirectly through one or more other
Subsidiaries.


                                      -33-
<PAGE>

            "Swingline Exposure" shall mean the Domestic Swingline Exposure and
the Sterling Swingline Exposure.

            "Swingline Lender" shall mean the Domestic Swingline Lender or the
UK Swingline Lender and "Swingline Lenders" shall mean, collectively, the
Domestic Swingline Lender and the UK Swingline Lender.

            "Swingline Loan" shall mean a Domestic Swingline Loan or a Sterling
Swingline Loan.

            "Swingline Note" shall mean the Domestic Swingline Note or the
Sterling Swingline Note.

            "Syndication Agreement" shall mean the Amended and Restated
Syndication Agreement dated as of August 18, 2000 between the Borrower, the
Arranger and the Administrative Agent, as amended, modified or otherwise
supplemented from time to time.

            "Synthetic Lease" shall mean a so-called "synthetic" lease that is
not treated as a capital lease under GAAP, but that is treated as a financing
under the Tax Code.

            "Synthetic Lease Obligations" shall mean, collectively, the payment
obligations of any Consolidated Company pursuant to a Synthetic Lease.

            "Tax Code" shall mean the Internal Revenue Code of 1986, as amended,
and any successor statute of similar impact, together with the regulations
thereunder, as in effect from time to time.

            "Taxes" shall mean any present or future taxes, levies, imposts,
duties, fees, assessments, deductions, withholdings or other charges of whatever
nature, including without limitation, income, receipts, excise, property, sales,
transfer, license, payroll, withholding, social security and franchise taxes now
or hereafter imposed or levied by the United States of America, or any state,
local or foreign government (including without limitation the United Kingdom of
Great Britain and Northern Ireland) or by any department, agency or other
political subdivision or taxing authority thereof or therein and all interest,
penalties, additions to tax and similar liabilities with respect thereto.

            "Term A Lenders" shall mean all Lenders that hold a Term A Loan.

            "Term A Loan" shall mean, for any Term A Lender, the term loan made
in Sterling to the Holdings Borrower by such Term A Lender pursuant to Section
3.01.

            "Term A Loan Commitment" shall mean, for any Term A Lender, its
commitment in Sterling established pursuant to Section 3.01(a) to make a Term A
Loan to the Holdings Borrower, which aggregate amount for all Lenders, is
(pound)9,934,432.74 (which is, as of July 18, 2000, the Sterling Equivalent of
$15,000,000).

            "Term A Loan Commitment Amount" shall mean, for any Term A Lender,
the "Term A Loan Commitment Amount" in Sterling set forth under such Term A
Lender's name on the signature pages of this Agreement.

            "Term A Loan Maturity Date" shall mean the earlier of (i) December
31, 2003, and (ii) the date on which all amounts outstanding under this
Agreement have been declared or have automatically become due and payable
(whether by acceleration or otherwise).

            "Term A Note" shall mean a promissory note in Sterling made by the
Holdings Borrower payable to the order of a Term A Lender, in substantially the
form of Exhibit C, evidencing the Term A Loan made by such Term A Lender to the
Holdings Borrower, either as originally executed or as it may be from time to
time amended, restated, supplemented, renewed, extended or otherwise modified
from time to time.

            "Term B Lenders" shall mean all Lenders that hold a Term B Loan.


                                      -34-
<PAGE>

            "Term B Loan" shall mean, for any Term B Lender, the term loan made
to the Domestic Borrower by such Term B Lender pursuant to Section 4.01.

            "Term B Loan Commitment" shall mean, for any Lender, its commitment
established pursuant to Section 4.01(a) to make the Term B Loan to the Domestic
Borrower, which aggregate amount for all Lenders is $15,000,000.

            "Term B Loan Commitment Amount" shall mean, for any Term B Lender,
the "Term B Loan Commitment Amount" set forth under such Term B Lender's name on
the signature pages of this Agreement.

            "Term B Loan Maturity Date" shall mean the earlier of (i) December
31, 2003, and (ii) the date on which all amounts outstanding under this
Agreement have been declared or have automatically become due and payable
(whether by acceleration or otherwise).

            "Term B Note" shall mean a promissory note made by the Domestic
Borrower payable to the order of a Term B Lender, in substantially the form of
Exhibit D, evidencing the Term B Loan made by such Term B Lender to the Domestic
Borrower, either as originally executed or as it may be from time to time
amended, restated, supplemented, renewed, extended or otherwise modified from
time to time.

            "Termination Agreements" shall mean, collectively, (i) that certain
Termination Agreement, dated as of the date hereof, by and between Domestic
Borrower and Robert Hersh; (ii) that certain Termination Agreement, dated as of
the date hereof, by and between Domestic Borrower and Nathan Katz; (iii) that
certain Termination Agreement, dated as of the date hereof, by and between
Domestic Borrower and Dean Rappaport; and (iv) that certain Termination
Agreement, dated as of the date hereof, by and between Domestic Borrower and
David Sasnett, in each case as amended, restated, supplemented or otherwise
modified from time to time.

            "Term Lenders" shall mean, collectively, the Term A Lenders and the
Term B Lenders.

            "Term Loans" shall mean, collectively, the Term A Loan and the Term
B Loan.

            "Term Notes" shall mean, collectively, the Term A Notes and the Term
B Notes.

            "Total Revolving Credit Commitment Amount" shall mean the aggregate
principal amount of the Revolving Credit Commitment Amount of all Revolving
Lenders, which as of the Closing Date is $45,000,000.

            "Total Term A Loan Commitment Amount" shall mean the aggregate
principal amount of the Term A Loan Commitment Amount of all Term A Lenders,
which, as of the Original Closing Date is (pound)9,934,432.74, which is, as of
the Original Closing Date, the Sterling Equivalent of $15,000,000.

            "Total Term B Loan Commitment Amount" shall mean the aggregate
principal amount of the Term B Loan Commitment Amount of all Lenders, which as
of the Original Closing Date is $15,000,000.

            "Trade World Industrial" shall mean Trade World Industrial Ltd., a
corporation organized under the laws of Hong Kong.

            "Trademark Security Agreements" shall mean, collectively, (i) that
certain Collateral Assignment and Security Agreement (Trademarks), dated as of
the Original Closing Date, by and between Domestic Borrower and the
Administrative Agent, (ii) that certain Collateral Assignment and Security
Agreement (Trademarks) by and between Catalina Industries, Inc. and the
Administrative Agent, and (iii) each other Collateral Assignment and Security
Agreement (Trademarks), by and between any Credit Party and the Agent, each as
amended, restated, supplemented or otherwise modified from time to time.

            "Type" of Borrowing shall mean a Borrowing made as Base Rate Loans
or LIBOR Loans, as the case may be.


                                      -35-
<PAGE>

            "Tupelo Warehouse" shall mean the warehouse and related real and
personal property of the Domestic Borrower located at One Catalina Way, Tupelo,
Mississippi.

            "Tupelo Warehouse Mortgage Documents" means, collectively, the
following in respect of the Tupelo Warehouse: (i) each deed of trust, mortgage,
deed to secure debt or similar instrument conveying to the Administrative Agent,
or to a trustee for its benefit, a Lien on the Tupelo Warehouse, (ii) each
assignment of leases and rents or similar instrument conveying to the
Administrative Agent, or to a trustee for its benefit, an assignment of all
rents and leases derived from the Tupelo Warehouse; and (iii) all other
documents, instruments and agreements as required to be executed and/or
delivered pursuant to the terms hereof or thereof, in order to give effect to,
or supplement, the foregoing.

            "UK Issuing Bank" shall have the meaning assigned to such term in
the opening paragraph hereof.

            "UK Security Accession Agreement" shall have the meaning ascribed to
it in the UK Security Agreement.

            "UK Security Agreement" shall mean the Debenture (Sterling Borrower
and UK Subsidiaries) dated as of the Original Closing Date by the Sterling
Borrower and each UK Subsidiary in favor of the Administrative Agent as amended,
restated, supplemented or otherwise modified from time to time whether pursuant
to Section 8.09(c) or otherwise.

            "UK Security Amendment Agreement" shall mean the UK Security
Amendment Agreement (Sterling Borrower and UK Subsidiaries) to be entered into
pursuant to Section 8.09(c) whereby the definition of "Secured Obligations" will
be amended as set out therein.

            "UK Subsidiary" shall mean any Subsidiary of the Sterling Borrower
or the Holdings Borrower (other than the Sterling Borrower) that is organized
under the laws of the United Kingdom.

            "UK Subsidiary Guaranty" shall mean the Guaranty Agreement (UK
Subsidiary), dated as of the Original Closing Date, made by each UK Subsidiary
pursuant to which each UK Subsidiary guarantees the Sterling Obligations, as
amended, restated, supplemented or otherwise modified from time to time, whether
pursuant to Section 8.09(c) or otherwise.

            "UK Subsidiary Guaranty Accession Agreement" shall have the meaning
ascribed to it in the UK Subsidiary Guaranty.

            "Uniform Commercial Code" or "UCC" means the Uniform Commercial Code
as in effect from time to time in the State of Georgia.

            "United States" shall mean the United States of America, any of the
fifty states thereof, and the District of Columbia.

            "Upfront Fee" shall mean the certain fee payable by the Borrowers to
the Lenders pursuant to the Fee Letter.

            "Warrant Interest Increase" shall have the meaning assigned to such
term in the definition of Applicable Base Rate Margin.

            "Warrants" shall mean each of those certain Warrants, dated as of
the Closing Date, exercisable for 329,149 shares of common stock of the Domestic
Borrower issued to each of the Senior Lenders and the Agent.

            "Whitewash Interest Increase" shall have the meaning assigned to
such term in Section 8.09(c)(i).


                                      -36-
<PAGE>

            "Whitewash Procedure" shall mean any action or procedure required to
be carried out by any member of the Sterling Borrower Group under the Companies
Act 1985 (including, without limitation, the de-listing and conversion of the
Sterling Borrower to a private limited company or any other procedure
necessitated by Sections 155 to 158 of the Companies Act 1985) to enable the
Holdings Borrower to comply with its obligations under Section 8.09.

            "Whitewash Reserve" shall be a reserve established on any date that
a mandatory prepayment of the Term A Loan would be required under Section
5.08(e) but for the fact that the Whitewash Procedure has not been completed by
Sterling Borrower and its Subsidiaries, such reserve to be an amount equal to
the mandatory prepayment; provided, that for the purposes of determining the
Borrowing Limit on any date that a mandatory prepayment is required pursuant to
Section 5.08(e), and solely for the purposes of facilitating Borrowing under the
Sterling Revolving Credit Commitment and to make a mandatory prepayment of the
Term A Loan, the amount of the Whitewash Reserve shall be deemed to be zero.

      Section 1.02. Accounting Terms and Determination. Unless otherwise defined
or specified herein, all accounting terms shall be construed herein, all
accounting determinations hereunder shall be made, all financial statements
required to be delivered hereunder shall be prepared, and all financial records
shall be maintained in accordance with, GAAP.

      Section 1.03. Other Definitional Terms. The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement, and Article, Section, Schedule, Exhibit and like references are to
this Agreement unless otherwise specified.

      Section 1.04. Exhibits and Schedules. All Exhibits and Schedules attached
hereto are by reference made a part hereof.

      Section 1.05. Plural Terms. Capitalized terms used in the singular shall
import the plural and vice versa.

                                  ARTICLE II.

                AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS

      Section 2.01. Revolving Credit Commitments. Subject to and upon the terms
and conditions herein set forth, (x) each Revolving Lender hereby severally
establishes in favor of the Domestic Borrower and the Sterling Borrower its
respective Revolving Credit Commitment pursuant to which such Revolving Lender
agrees to make Domestic Revolving Loans to the Domestic Borrower within the
Domestic Revolving Credit Commitment in accordance with Section 2.02 for the
purposes set forth in Section 2.13, to make Sterling Revolving Loans to the
Sterling Borrower within the Sterling Revolving Credit Commitment in accordance
with Section 2.03 for the purposes set forth in Section 2.13, to purchase
participation interests in the Domestic L/Cs issued by the Domestic Issuing Bank
for the account of the Domestic Borrower in accordance with this Article II, to
purchase participation interests in the Foreign Currency L/Cs issued by the UK
Issuing Bank for the account of the Sterling Borrower in accordance with this
Article II, to purchase participation interests in the Domestic Swingline Loans
made to the Domestic Borrower by the Domestic Swingline Lender pursuant to this
Article II, and to purchase participation interests in the Sterling Swingline
Loans made to the Sterling Borrower by the UK Swingline Lender pursuant to this
Article II, (y) the Domestic Issuing Bank establishes in favor of the Domestic
Borrower a letter of credit subcommitment within the Domestic Revolving Credit
Commitment pursuant to which the Domestic Issuing Bank agrees to issue Domestic
L/Cs in accordance with this Article II, and the UK Issuing Bank establishes in
favor of the Sterling Borrower a letter of credit subcommitment within the
Sterling Revolving Credit Commitment pursuant to which the UK Issuing Bank
agrees to issue Foreign L/Cs in accordance with this Article II, and (z) the
Domestic Swingline Lender establishes in favor of the Domestic Borrower a
swingline subcommitment within the Domestic Revolving Credit Commitment pursuant
to which the Domestic Swingline Lender agrees to make Domestic Swingline Loans
in accordance with this Article II, and the


                                      -37-
<PAGE>

UK Swingline Lender establishes in favor of the Sterling Borrower a swingline
subcommitment within the Sterling Revolving Credit Commitment pursuant to which
the UK Swingline Lender agrees to make Sterling Swingline Loans in accordance
with this Article II; provided, however, that in no event may the aggregate
principal amount of all outstanding Domestic Revolving Loans, the Dollar
Equivalent of all outstanding Sterling Revolving Loans (determined as of the
most recent Determination Date), the aggregate principal amount of all
outstanding Domestic Swingline Loans, the Dollar Equivalent (determined as of
the most recent Determination Date) of all outstanding Sterling Swingline Loans
and the aggregate amount of all L/C Obligations exceed the Total Revolving
Credit Commitment Amount from time to time in effect.

      Section 2.02. Domestic Revolving Commitment.

            (a) Subject to and upon the terms and conditions herein set forth
(including the limitation set forth in Section 2.01), each Domestic Revolving
Lender severally agrees to make to the Domestic Borrower, from time to time
prior to the Revolving Credit Termination Date, Domestic Revolving Loans in an
aggregate principal amount outstanding at any time not to exceed an amount equal
to:

                  (A) such Domestic Revolving Lender's Pro Rata Share of the
      Domestic Revolving Credit Commitment Amount minus (B) the Domestic
      Revolving Lender's aggregate outstanding Domestic Revolving Loans, minus
      (C) such Domestic Revolving Lender's Domestic L/C Exposure minus (D) such
      Domestic Revolving Lender's Domestic Swingline Exposure;

provided, however, that the conditions set forth in Sections 2.01, 6.01 and 6.02
have been fulfilled before and after giving effect to each Borrowing of Domestic
Revolving Loans; and provided further that at no time may the amount of all
Domestic Revolving Loans plus the amount of all Domestic L/C Obligations plus
the amount all Domestic Swingline Loans exceed the Domestic Revolving Credit
Commitment Amount. For the purpose of determining the unutilized portion of the
Domestic Revolving Credit Commitment of each Domestic Revolving Lender on the
date of a requested Borrowing under the Domestic Revolving Credit Commitments,
the amount of Domestic Revolving Loans then being requested shall be aggregated
with the amount of all other Domestic Revolving Loans, Domestic Swingline Loans
and Domestic L/C Obligations then outstanding; and provided further that the
aggregate amount of all Domestic Revolving Loans and Domestic L/C's outstanding,
including the amount of any Domestic Revolving Loan or Domestic L/C then being
requested and the amount of all outstanding Domestic Revolving Loans Domestic
Swingline Loan, L/C Obligations, and the Dollar Equivalent of all outstanding
Sterling Revolving Loans and Sterling Swingline Loan shall not exceed the
Borrowing Limit. The Domestic Borrower shall be entitled to repay and reborrow
Domestic Loans in accordance with the provisions of this Agreement.

            (b) Each Domestic Revolving Loan shall, at the option of the
Domestic Borrower, be made or continued as, or converted into, part of one or
more Borrowings that shall consist entirely of Base Rate Loans or LIBOR Loans.
The aggregate principal amount of each Borrowing of Domestic Revolving Loans
shall be not less than $500,000 or a greater integral multiple of $100,000. At
no time shall the total number of Borrowings of the Revolving Loans comprised of
LIBOR Loans at any one time outstanding exceed ten in any case.

            (c) Whenever the Domestic Borrower desires to make a Borrowing of
Domestic Revolving Loans (other than one resulting from a conversion or
continuation pursuant to Section 2.02(d)), the Borrower Representative shall
give the Administrative Agent prior written notice (or telephonic notice
promptly confirmed in writing) of such Borrowing (a "Domestic Revolving Notice
of Borrowing" in the form of Exhibit J attached) at the Payment Office (x) prior
to 11:30 a.m. (Atlanta, Georgia time) on the date of such requested Borrowing in
the case of Base Rate Loans and (y) prior to 11:30 a.m. (Atlanta, Georgia time)
three (3) Business Days prior to the requested date of such Borrowing in the
case of LIBOR Loans. Notices received after the times set forth above shall be
deemed received on the next Business Day. The Administrative Agent shall
promptly notify each Domestic Revolving Lender upon its receipt of a Domestic
Revolving Notice of Borrowing. Each Domestic Revolving Notice of Borrowing shall
be irrevocable and shall specify (i) the aggregate principal amount of such
Borrowing, (ii) the date of such Borrowing (which shall be a Business Day),
(iii) whether such Borrowing is to consist of Base Rate Loans or LIBOR Loans,
and (iv) in the case of LIBOR Loans, the Interest Period to be applicable
thereto.


                                      -38-
<PAGE>

            (d) Whenever the Domestic Borrower desires to convert all or a
portion of an outstanding Domestic Revolving Borrowing consisting of Base Rate
Loans into a Domestic Revolving Borrowing consisting of LIBOR Loans or to
continue outstanding a Domestic Revolving Borrowing consisting of LIBOR Loans
for a new Interest Period, the Borrower Representative shall give the
Administrative Agent prior written notice (or telephonic notice promptly
confirmed in writing) of each such Borrowing to be converted into or continued
as LIBOR Loans (a "Domestic Revolving Notice of Conversion/Continuation") prior
to 11:30 am. (Atlanta, Georgia time) three (3) Business Days prior to the
requested date of continuation or conversion. Notice received after such time
shall be deemed received on the next Business Day. The Administrative Agent
shall promptly notify each Domestic Revolving Lender upon its receipt of a
Domestic Revolving Notice of Conversion/Continuation. Each such Domestic
Revolving Notice of Conversion/Continuation shall be irrevocable and shall
specify (i) the aggregate principal amount of the Borrowing to be converted or
continued, (ii) the date of such conversion or continuation and (iii) the
Interest Period to be applicable thereto. If, upon the expiration of any
Interest Period in respect of any Domestic Revolving Borrowing consisting of
LIBOR Loans, the Borrower Representative shall have failed to deliver the
Domestic Revolving Notice of Conversion/Continuation, the Domestic Borrower
shall be deemed to have elected to convert such Borrowing to a Borrowing
consisting of Base Rate Loans. So long as any Default or Event of Default shall
have occurred and be continuing, no Domestic Revolving Borrowing may be
converted into or continued (upon expiration of the current Interest Period) as
LIBOR Loans unless the Administrative Agent and each of the Domestic Revolving
Lenders shall have otherwise consented in writing. No conversion of any Domestic
Revolving Borrowing of LIBOR Loans shall be permitted except on the last day of
the Interest Period in respect thereof.

            (e) The Domestic Borrower's obligation to pay the principal of, and
interest on, the Domestic Revolving Loans to each Domestic Revolving Lender
shall be evidenced by the records of the Administrative Agent and such Domestic
Revolving Lender and by the Domestic Revolving Note payable to such Domestic
Revolving Lender (or its the assignor) completed in conformity with this
Agreement.

            (f) The entire outstanding principal amount of the Domestic
Revolving Loans, together with all accrued but unpaid interest thereon, shall be
due and payable in full on the Revolving Credit Termination Date.

      Section 2.03. Sterling Revolving Credit Commitment.

            (a) Subject to and upon the terms and conditions herein set forth
(including the limitation set forth in Section 2.01), each Sterling Revolving
Lender severally agrees to make to the Sterling Borrower, from time to time
prior to the Revolving Credit Termination Date, Sterling Revolving Loans in an
aggregate principal amount outstanding at any time not to exceed an amount equal
to:

                  (A) such Sterling Revolving Lender's Pro Rata Share of the
Sterling Revolving Credit Commitment Amount minus (B) the Dollar Equivalent
(determined as of the most recent Determination Date) of the Revolving Lender's
aggregate outstanding Sterling Revolving Loans, minus (C) the Dollar Equivalent
(determined as of the most recent Determination Date) of such Sterling Lender's
Foreign Currency L/C Exposure minus (D) the Dollar Equivalent (determined as of
the most recent Determination Date) of such Sterling Revolving Lender's Sterling
Swingline Exposure;

provided, however, that the conditions set forth in Sections 2.01, 6.01 and 6.02
have been fulfilled before and after giving effect to each Borrowing of Sterling
Revolving Loans; and provided further that at no time may the Dollar Equivalent
(determined as of the most recent Determination Date) of all Sterling Revolving
Loans plus the Dollar Equivalent of all Foreign Currency L/C Obligations plus
the Dollar Equivalent of all Sterling Swingline Loans exceed the Sterling
Revolving Credit Commitment Amount. For the purpose of determining the
unutilized portion of the Sterling Revolving Credit Commitment of each Sterling
Revolving Lender on the date of a requested Borrowing under the Sterling
Revolving Credit Commitment, the Dollar Equivalent of the Sterling Borrowing
then being requested shall be aggregated with the Dollar Equivalent (as of the
most recent Determination Date) of all other Sterling Revolving Loans, Sterling
Swingline Loan, and Foreign Currency L/C Obligations then outstanding; and
provided further that the aggregate amount of all Sterling Revolving Loans and
Foreign Currency L/C's outstanding, including the amount of any Sterling
Borrowing or L/C then being requested and the amount of all


                                      -39-
<PAGE>

Sterling Revolving Loans and Sterling Swingline Loan (determined as of the most
recent Determination Date), L/C Obligations, Domestic Revolving Loans and
Domestic Swingline Loans shall not exceed the Borrowing Limit. The Sterling
Borrower shall be entitled to repay and reborrow Sterling Revolving Loans in
accordance with the provisions of this Agreement.

            (b) Each Sterling Revolving Loan shall be made or continued as part
of one or more Borrowings that shall consist entirely of LIBOR Loans. The
aggregate principal amount of each Borrowing of Sterling Revolving Loans shall
be not less than (pound)500,000 or a greater integral multiple of
(pound)100,000. At no time shall the total number of Revolving Loans comprised
of LIBOR Loans at any one time outstanding exceed ten.

            (c) Whenever the Sterling Borrower desires to make a Borrowing of
Sterling Revolving Loans (other than one resulting from a continuation pursuant
to Section 2.03(d)), the Borrower Representative shall give the Administrative
Agent prior written notice (or telephonic notice promptly confirmed in writing)
of such Borrowing (a "Sterling Revolving Notice of Borrowing" in the form of
Exhibit L attached) at the Payment Office prior to 11:30 a.m. (Atlanta, Georgia
time) three (3) Business Days prior to the requested date of such Borrowing.
Notices received after the times set forth above shall be deemed received on the
next Business Day. The Administrative Agent shall promptly notify each Sterling
Revolving Lender upon its receipt of a Sterling Revolving Notice of Borrowing.
Each Sterling Revolving Notice of Borrowing shall be irrevocable and shall
specify (i) the aggregate principal amount of such Borrowing in Sterling, (ii)
the date of such Borrowing (which shall be a Business Day), and (iii) the
Interest Period to be applicable thereto.

            (d) Whenever the Sterling Borrower desires to continue all or a
portion of an outstanding Sterling Revolving Borrowing consisting of LIBOR Loans
for a new Interest Period, the Borrower Representative shall give the
Administrative Agent prior written notice (or telephonic notice promptly
confirmed in writing) of each such Sterling Revolving Borrowing to be continued
as LIBOR Loans (a "Sterling Revolving Notice of Continuation" in the form of
Exhibit M attached) (x) prior to 11:30 am. (Atlanta, Georgia time) three (3)
Business Days prior to the requested date of continuation. Notice received after
such time shall be deemed received on the next Business Day. The Administrative
Agent shall promptly notify each Sterling Revolving Lender upon its receipt of a
Sterling Revolving Notice of Continuation. Each such Sterling Revolving Notice
of Continuation shall be irrevocable and shall specify (i) the aggregate
principal amount of the Sterling Revolving Borrowing to be converted or
continued, (ii) the date of such continuation and (iii) the Interest Period to
be applicable thereto. If, upon the expiration of any Interest Period in respect
of any Sterling Revolving Borrowing consisting of LIBOR Loans, the Borrower
Representative shall have failed to deliver a Sterling Revolving Notice of
Continuation, the Sterling Borrower shall be deemed to have elected to continue
such Borrowing to a Borrowing consisting of LIBOR Loans for an Interest Period
of one month. So long as any Default or Event of Default shall have occurred and
be continuing, no Sterling Revolving Borrowing may be continued (upon expiration
of the current Interest Period) as LIBOR Loans unless the Administrative Agent
and each of the Revolving Lenders shall have otherwise consented in writing.
Absent such consent, such Borrowings must be paid. No continuation of any
Sterling Revolving Borrowing of LIBOR Loans shall be permitted except on the
last day of the Interest Period in respect thereof.

            (e) The Sterling Borrower's obligation to pay the principal of, and
interest on, the Sterling Revolving Loans to each Sterling Revolving Lender
shall be evidenced by the records of the Administrative Agent and such Sterling
Revolving Lender and by the Sterling Revolving Note payable to such Sterling
Revolving Lender (or its the assignor) completed in conformity with this
Agreement.

            (f) The entire outstanding principal amount of the Sterling
Revolving Loans, together with all accrued but unpaid interest thereon, shall be
due and payable in full on the Revolving Credit Termination Date in Sterling.

      Section 2.04. L/C Subcommitments.

            (a) Domestic L/C Subcommitment. Subject to, and upon the terms and
conditions hereof, the Domestic Borrower may request, in accordance with the
provisions of this Section 2.04 and Section 2.05, that the


                                      -40-
<PAGE>

Domestic Issuing Bank issue one or more Domestic L/Cs for the account of the
Domestic Borrower; provided that (i) no Domestic L/C shall have an expiration
date that is later than five (5) Business Days prior to the Revolving Credit
Termination Date; (ii) each Domestic L/C issued by the Domestic Issuing Bank
shall be in a stated amount of at least $20,000, and (iii) the Domestic Borrower
shall not request that the Domestic Issuing Bank issue a Domestic L/C if, after
giving effect to such issuance, (A) the aggregate amount of the Domestic L/C
Obligations would exceed the Domestic L/C Subcommitment, or (B) the aggregate
amount of all L/C Obligations, plus the aggregate principal amount of all
outstanding Domestic Revolving Loans, plus the Dollar Equivalent (as of the
relevant Determination Date) of the aggregate outstanding Sterling Revolving
Loans, plus the aggregate outstanding amount of all Domestic Swingline Loans
plus the Dollar Equivalent (as of the relevant Determination Date) of the
aggregate principal amount of all outstanding Sterling Swingline Loans would
exceed the Borrowing Limit, or (C) the aggregate amount of Domestic L/C
Obligations plus the aggregate amount of all Domestic Swingline Loans, plus the
aggregate outstanding Domestic Revolving Loans, would exceed the Domestic
Revolving Credit Commitment Amount. Upon the issuance of each Domestic L/C, each
Domestic Revolving Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Domestic Issuing Bank without
recourse a participation in such Domestic L/C equal to such Revolving Lender's
Pro Rata Share of the aggregate amount available to be drawn under such Domestic
L/C. Each issuance of a Domestic L/C shall be deemed to utilize the Domestic
Revolving Credit Commitment of each Domestic Revolving Lender by an amount equal
to the amount of such participation.

            (b) Sterling L/C Subcommitment. Subject to, and upon the terms and
conditions hereof, the Sterling Borrower may request, in accordance with the
provisions of this Section 2.04 and Section 2.05, that the UK Issuing Bank issue
one or more Foreign Currency L/Cs for the account of the Sterling Borrower;
provided that (i) no Foreign Currency L/C shall have an expiration date that is
later than five (5) Business Days prior to the Revolving Credit Termination
Date; (ii) each Foreign Currency L/C issued by the UK Issuing Bank shall be in a
stated amount of at least (pound)13,000, and (iii) the Sterling Borrower shall
not request that the UK Issuing Bank issue a Foreign Currency L/C if, after
giving effect to such issuance, (A) the aggregate amount of the Dollar
Equivalent (as of the relevant Determination Date) of the Foreign Currency L/C
Obligations would exceed the Foreign Currency L/C Subcommitment, (B) the
aggregate amount of all L/C Obligations, plus the aggregate principal amount of
all outstanding Domestic Revolving Loans, plus the Dollar Equivalent (as of the
relevant Determination Date) of the aggregate outstanding Sterling Revolving
Loans, plus the aggregate outstanding amount of all Domestic Swingline Loans
plus the Dollar Equivalent (as of the relevant Determination Date) of the
aggregate principal amount of all outstanding Sterling Swingline Loans would
exceed the Borrowing Limit, or (C) the aggregate amount of the Dollar Equivalent
of Foreign Currency L/C Obligations, plus the Dollar Equivalent (as of the
relevant Determination Date) of the aggregate principal amount of all
outstanding Sterling Swingline Loans, plus the Dollar Equivalent (as of the
relevant Determination Date) of the aggregate outstanding Sterling Revolving
Loans, would exceed the Sterling Revolving Credit Commitment Amount. Upon the
issuance of each Foreign Currency L/C, each Sterling Revolving Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the UK Issuing Bank without recourse a participation in such Foreign Currency
L/C equal to such Sterling Revolving Lender's Pro Rata Share of the aggregate
amount available to be drawn under such Foreign Currency L/C. Each issuance of a
Foreign Currency L/C shall be deemed to utilize the Sterling Revolving Credit
Commitment of each Sterling Revolving Lender by an amount equal to the amount of
such participation.

      Section 2.05. Notice of Issuance of L/C; Agreement to Issue.

            (a) Whenever the Domestic Borrower desires the issuance of a
Domestic L/C, the Borrower Representative shall, in addition to any application
and documentation procedures required by the Domestic Issuing Bank for the
issuance of such L/C, deliver to the Administrative Agent and the Domestic
Issuing Bank, a written notice no later than 11:30 a.m. (Atlanta, Georgia time)
at least three (3) Business Days in advance of the proposed date of issuance
(which amount shall be specified in US Dollars). Whenever the Sterling Borrower
desires the issuance of a Foreign Currency L/C, the Borrower Representative
shall, in addition to any application and documentation procedures required by
the UK Issuing Bank for the issuance of such Foreign Currency L/C, deliver to
the Administrative Agent and the UK Issuing Bank a written notice no later than
11:30 a.m. (Atlanta, Georgia time) at least three (3) Business Days in advance
of the proposed date of issuance (which amount shall be specified in the
appropriate Freely Available Foreign Currency). Any UK Subsidiary of the
Sterling Borrower may


                                      -41-
<PAGE>

make an application and deliver notice to the UK Issuing Bank for issuance of a
Foreign Currency L/C, and such Foreign Currency L/C shall be issued in the name
of such UK Subsidiary. Notwithstanding the fact that such Foreign Currency L/C
shall be issued in the name of such UK Subsidiary, the Sterling Borrower shall
be obligated to indemnify the UK Issuing Bank for such Foreign Currency L/C in
the manner prescribed in Section 2.09 as if such Foreign Currency L/C was issued
in the name of the Sterling Borrower. Each such notice, whether given by the
Sterling Borrower or any of its UK Subsidiaries shall specify (i) the proposed
date of issuance (which shall be a Business Day); (ii) the face amount of the
L/C (which amount shall be specified in the applicable Freely Available Foreign
Currency); (iii) the expiration date of the L/C; and (iv) the name and address
of the beneficiary with respect to such L/C, and shall attach a precise
description of the documentation and a verbatim text of any certificate to be
presented by the beneficiary of such L/C which would require the Domestic
Issuing Bank or UK Issuing Bank, as the case may be, to make payment under the
L/C, provided that the Domestic Issuing Bank or UK Issuing Bank, as the case may
be, may require changes in any such documents and certificates in accordance
with its customary letter of credit practices, and provided further, that no L/C
shall require payment against a conforming draft to be made thereunder on the
same Business Day that such draft is presented if such presentation is made
after 11:30 a.m. (Atlanta, Georgia time) in the case of a Domestic L/C or within
two Business Days in the case of a Foreign Currency L/C. To the extent any
application and notice shall be inconsistent with the terms of this Agreement,
then the terms of this Agreement shall prevail. Absent such inconsistency, the
terms of the application and notice and this Agreement shall remain in full
force and effect. In determining whether to pay under any L/C, the applicable
Issuing Bank shall be responsible only to determine that the documents and
certificate required to be delivered under its L/C have been delivered, and that
they comply on their face with the requirements of the L/C. Promptly after
receiving the notice of issuance of a L/C, the Administrative Agent shall notify
each Domestic Revolving Lender or Sterling Revolving Lender, as the case may be,
of such Revolving Lender's respective participation therein, determined in
accordance with its respective Pro Rata Share of the respective Revolving
Domestic or Sterling Credit Commitments on the date of the issuance of such L/C.

            (b) The Domestic Issuing Bank agrees, subject to the terms and
conditions set forth in this Agreement, to issue for the account of the Domestic
Borrower one or more Domestic L/Cs, each in a face amount equal to the face
amount requested under Section 2.05(a) above, following its receipt of a notice
and the application and other documents required by Section 2.05(a). The UK
Issuing Bank agrees, subject to the terms and conditions set forth in this
Agreement, to issue for the account of the Sterling Borrower one or more Foreign
Currency L/Cs, each in a face amount equal to the face amount requested under
Section 2.05(a) above, following its receipt of a notice and the application and
other documents required by Section 2.05(a). Immediately upon the issuance of
each L/C, each Domestic Revolving Lender or Sterling Revolving Lender shall be
deemed to, and hereby agrees to, have irrevocably purchased from the Domestic
Issuing Bank or the UK Issuing Bank, as the case may be, a participation in such
L/C and any drawing thereunder in an amount equal to such Revolving Lender's Pro
Rata Share of the Domestic Revolving Credit Commitments or the Sterling
Revolving Credit Commitments, as the case may be, multiplied by the face amount
of such L/C.

            (c) Each Domestic Revolving Lender hereby purchases a participation
in the Existing Domestic L/Cs and any drawings thereunder in an amount equal to
such Lender's Pro Rata Share of the Domestic Revolving Credit Commitments
multiplied by the face amount of such Existing Domestic L/Cs.

            (d) Each Sterling Revolving Lender hereby purchases a participation
in the Existing Foreign Currency L/Cs and any drawings thereunder in an amount
equal to such Lender's Pro Rata Share of the Sterling Revolving Credit
Commitments multiplied by the face amount of such Existing Foreign Currency
L/Cs.

      Section 2.06. Payment of Amounts drawn under any L/C.

            (a) In the event of any request for a drawing under a Domestic L/C
by the beneficiary thereof, the Domestic Issuing Bank shall notify the Domestic
Borrower, the Administrative Agent and the Domestic Revolving Lenders on or
before the date on which the Domestic Issuing Bank intends to honor such
drawing, and the Domestic Borrower agrees to reimburse the Domestic Issuing Bank
on the day on which such drawing is honored in an amount, in same day funds,
equal to the amount of such drawing, provided that anything contained in this
Agreement to the contrary notwithstanding, unless the Domestic Borrower shall
have notified the Domestic


                                      -42-
<PAGE>

Issuing Bank and the Administrative Agent prior to 11:30 a.m. (Atlanta, Georgia
time) on the Business Day immediately prior to the date on which such drawing is
honored, that the Domestic Borrower intends to reimburse the Domestic Issuing
Bank for the amount of such drawing with funds other than the proceeds of
Domestic Revolving Loans, the Domestic Borrower shall be deemed to have timely
given a Domestic Revolving Notice of Borrowing to the Administrative Agent
requesting Domestic Revolving Loans which are Base Rate Loans on the date on
which such drawing is honored in an amount equal to the amount of such drawing,
and the Domestic Revolving Lenders shall by 1:00 p.m. (Atlanta, Georgia time) on
the date of such drawing, make Domestic Revolving Loans which are Base Rate
Loans in the amount of such drawing, the proceeds of which shall be applied
directly by the Administrative Agent to reimburse the Domestic Issuing Bank for
the amount of such drawing, provided that for the purposes solely of such
Domestic Revolving Borrowing, the conditions and requirements set forth in
Sections 2.01, 2.02, 6.01 and 6.02 hereof shall not be applicable, and provided
further that if for any reason proceeds of the Domestic Revolving Loans are not
received by the Domestic Issuing Bank on such date in the amount equal to the
amount of such drawing, the Domestic Borrower shall reimburse the Domestic
Issuing Bank on the Business Day immediately following the date of such drawing
in an amount, in US Dollars and immediately available funds, equal to the excess
of the amount of such drawing over the amount of such Domestic Revolving Loans,
if any, which are so received, plus accrued interest on the amount at the
applicable rate of interest for Base Rate Loans.

            (b) In the event of any request for a drawing under a Foreign
Currency L/C by the beneficiary thereof, the UK Issuing Bank shall notify the
Sterling Borrower, the Administrative Agent and the Sterling Revolving Lenders
on or before the date on which the UK Issuing Bank intends to honor such
drawing, and the Sterling Borrower agrees to reimburse the UK Issuing Bank on
the day on which such drawing is honored in an amount, in same day funds in the
Freely Available Foreign Currency the L/C is issued under, equal to the amount
of such drawing, provided that anything contained in this Agreement to the
contrary notwithstanding, unless the Sterling Borrower shall have notified the
UK Issuing Bank and the Administrative Agent prior to 11:30 a.m. (Atlanta,
Georgia time) on the Business Day three (3) Business Days prior to the date on
which such drawing is honored, that the Sterling Borrower intends to reimburse
the UK Issuing Bank for the amount of such drawing with funds other than the
proceeds of Sterling Revolving Loans, the Sterling Borrower shall be deemed to
have timely given a Sterling Revolving Notice of Borrowing to the Administrative
Agent requesting Sterling Revolving Loans on the date on which such drawing is
honored in an amount equal to the Sterling Equivalent of the amount of such
drawing, and the Sterling Revolving Lenders shall by 1:00 p.m (Atlanta, Georgia
time) on the date of such drawing, make Sterling Revolving Loans in the Sterling
Equivalent of the amount of such drawing, the proceeds of which shall be applied
directly by the Administrative Agent to reimburse the UK Issuing Bank for the
Sterling Equivalent of the amount of such drawing, provided that for the
purposes solely of such Sterling Revolving Borrowing, the conditions and
requirements set forth in Sections 2.01, 2.03, 6.01 and 6.02 hereof shall not be
applicable, and provided further that if for any reason proceeds of the Sterling
Revolving Loans are not received by the UK Issuing Bank on such date in the
amount equal to the Sterling Equivalent of the amount of such drawing, the
Sterling Borrower shall reimburse the UK Issuing Bank on the Business Day
immediately following the date of such drawing in an amount, in Sterling and
immediately available funds, equal to the excess of the Sterling Equivalent of
the amount of such drawing over the amount of such Sterling Revolving Loans, if
any, which are so received, plus accrued interest on the amount at the
applicable rate of interest for Sterling Revolving Loans.

            (c) Notwithstanding any provision of this Agreement to the contrary,
to the extent that any L/C or portion thereof remains outstanding on the
Revolving Credit Termination Date, the parties hereby agree that the beneficiary
or beneficiaries thereof shall be deemed to have made a drawing of all available
amounts pursuant to such L/Cs on the Revolving Credit Termination Date, which
amounts shall be reimbursed (i) in the case of a Domestic L/C, to the Domestic
Issuing Bank by the Domestic Borrower directly (and not through a Domestic
Revolving Borrowing under the Domestic Revolving Credit Commitments as
contemplated in Section 2.06(a)), (ii) in the case of a Foreign Currency L/C, to
the UK Issuing Bank by the Sterling Borrower directly (and not through a
Sterling Revolving Borrowing under the Sterling Revolving Credit Commitments as
contemplated in Section 2.06(b)), and thereafter held by such Issuing Bank as
cash collateral for its remaining obligations pursuant to such L/C in such
Issuing Bank's Cash Collateral Account.


                                      -43-
<PAGE>

      Section 2.07. Payment by Revolving Lenders. In the event that the Domestic
Borrower or the Sterling Borrower shall fail to reimburse the Domestic Issuing
Bank or UK Issuing Bank, as applicable, as provided in Section 2.06 by borrowing
Domestic Revolving Loans or Sterling Revolving Loans, as applicable, or
otherwise providing an amount equal to the amount of any drawing honored by such
Issuing Bank, such Issuing Bank shall promptly notify the Administrative Agent
who shall promptly notify respective Domestic or Sterling Revolving Lender of
the unreimbursed amount of such drawing and of such Revolving Lender's Pro Rata
Share thereof. Each respective Domestic or Sterling Revolving Lender shall make
available to the Administrative Agent an amount equal to its respective
participation, in US Dollars in the case of Domestic L/Cs, and in the
appropriate Freely Available Foreign Currency in the case of Foreign L/Cs, and
in immediately available funds, at the Payment Office of the Administrative
Agent not later than 1:00 p.m. (Atlanta, Georgia time) in the case of
participations in Domestic L/Cs on the Business Day after the date notified by
the Administrative Agent, and, in the case of participations in Foreign Currency
L/C's, not later than three (3) Business Days after the date notified by the
Administrative Agent, and the Administrative Agent shall promptly make such
amounts available to the applicable Issuing Bank. In the event that any such
Domestic or Sterling Revolving Lender fails to make available to the
Administrative Agent the amount of such Domestic or Sterling Revolving Lender's
respective participation in such L/C, such Issuing Bank shall be entitled to
recover such amount on demand from such Domestic or Sterling Revolving Lender
together with interest at the Federal Funds Rate for the first two Business Days
after demand and thereafter at the Base Rate. Each Issuing Bank shall distribute
to the Administrative Agent all payments received by such Issuing Bank from the
Domestic Borrower and Sterling Borrower in reimbursement of drawings honored by
such Issuing Bank under such L/C when such payments are received. The
Administrative Agent shall promptly distribute to each respective Domestic or
Sterling Revolving Lender (other than the Issuing Banks) that has paid all
amounts payable under this Section with respect to any L/C, such Revolving
Lender's applicable Pro Rata Share of such payments.

      Section 2.08. Obligations Absolute. The obligation of the Domestic
Borrower to reimburse the Domestic Issuing Bank for drawings made under Domestic
L/Cs issued for the account of the Domestic Borrower, the obligation of the
Sterling Borrower to reimburse the UK Issuing Bank for drawings made under
Sterling L/C's issued for the account of the Sterling Borrower, and the
applicable Domestic and Sterling Revolving Lenders' obligation to honor their
participations purchased therein, shall be unconditional and irrevocable and
shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including without limitation, the following circumstances:

            (a) Any lack of validity or enforceability of any L/C;

            (b) The existence of any claim, set-off, defense or other right
which the Domestic Borrower, the Sterling Borrower or any Subsidiary or
Affiliate of the Domestic Borrower or the Sterling Borrower may have at any time
against a beneficiary or any transferee of any L/C (or any Persons or entities
for whom any such beneficiary or transferee may be acting), any Lender or any
other Person, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction (including without limitation
any underlying transaction between the Domestic Borrower, the Sterling Borrower
or any of their Subsidiaries and Affiliates and the beneficiary for which such
L/C was issued);

            (c) Any draft, demand, certificate or any other document presented
under any L/C proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect;

            (d) Payment by either Issuing Bank under any L/C against
presentation of a demand, draft or certificate or other document which does not
comply with the terms of such L/C;

            (e) Any other circumstance or happening whatsoever which is similar
to any of the foregoing; or

            (f) The fact that a Default or an Event of Default shall have
occurred and be continuing.


                                      -44-
<PAGE>

      Section 2.09. Indemnification; Nature of Issuing Banks' Duties.

            (a) In addition to amounts payable elsewhere pursuant to this
Agreement, without duplication, the Domestic Borrower hereby agrees to protect,
indemnify, pay and save the Domestic Issuing Bank, the Administrative Agent and
each Domestic Revolving Lender harmless from and against any and all claims,
demands, liabilities, damages, losses, costs, charges and reasonable expenses
(including reasonable attorney's fees and disbursements) which the Domestic
Issuing Bank, the Administrative Agent or any Domestic Revolving Lender may
incur or be subject to as a consequence, direct or indirect, of (i) the issuance
of any L/C for the account of the Domestic Borrower; or (ii) the failure of the
Domestic Issuing Bank to honor a drawing under any L/C due to any act or
omission (whether rightful or wrongful) of any present or future de jure or de
facto government or governmental authority.

            (b) In addition to amounts payable elsewhere pursuant to this
Agreement, without duplication, the Sterling Borrower hereby agrees to protect,
indemnify, pay and save the UK Issuing Bank, the Administrative Agent and each
Sterling Revolving Lender harmless from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and reasonable expenses (including
reasonable attorney's fees and disbursements) which the UK Issuing Bank, the
Administrative Agent or any Sterling Revolving Lender may incur or be subject to
as a consequence, direct or indirect, of (i) the issuance of any L/C for the
account of the Sterling Borrower; or (ii) the failure of the UK Issuing Bank to
honor a drawing under any L/C due to any act or omission (whether rightful or
wrongful) of any present or future de jure or de facto government or
governmental authority.

            (c) Notwithstanding any other provision contained in this Agreement,
neither Issuing Bank shall be obligated to issue any L/C if the issuance of such
L/C shall have become unlawful or prohibited by compliance by such Issuing Bank
in good faith with any law, governmental rule, guideline, request, order,
injunction, judgment or decree (whether or not having the force of law).

      Section 2.10. Domestic Swingline Subcommitment.

            (a) Subject to and upon the terms and conditions herein set forth,
the Domestic Swingline Lender agrees to make to the Domestic Borrower, from time
to time prior to the Revolving Credit Termination Date, Domestic Swingline Loans
in an aggregate principal amount outstanding at any time not to exceed the
Domestic Swingline Subcommitment; provided, however, that the conditions set
forth in Sections 2.01(a), 2.02, 6.01 and 6.02 have been fulfilled before and
after giving effect to each Borrowing of Domestic Swingline Loans. The Domestic
Borrower shall be entitled to repay and reborrow Domestic Swingline Loans in
accordance with the provisions of this Agreement.

            (b) Each Domestic Swingline Loan shall be made as a Base Rate Loan.

            (c) Whenever the Domestic Borrower desires to make a Borrowing of
Domestic Swingline Loans, it shall give the Domestic Swingline Lender (with a
copy to the Administrative Agent) written notice (or telephonic notice promptly
confirmed in writing) of such Borrowing (each a "Domestic Swingline Notice of
Borrowing" in the form of Exhibit O attached) prior to 11:00 a.m. (Atlanta,
Georgia time) on the requested date of such Borrowing. Notices received after
the times set forth above shall be deemed received on the next Business Day.
Each Domestic Swingline Notice of Borrowing shall be irrevocable and shall
specify (i) the aggregate principal amount of such Borrowing, and (ii) the date
of such Borrowing (which shall be a Business Day).

            (d) The Domestic Borrower's obligation to pay the principal of, and
interest on, the Domestic Swingline Loans to the Domestic Swingline Lender shall
be evidenced by the records of the Administrative Agent and the Domestic
Swingline Lender and by the Domestic Swingline Note payable to the Domestic
Swingline Lender (or the assignor of the Domestic Swingline Lender) completed in
conformity with this Agreement.

            (e) All outstanding principal amounts of the Domestic Swingline
Loans, and all accrued but unpaid interest thereon, shall be due and payable in
full on the Revolving Credit Termination Date.


                                      -45-
<PAGE>

            (f) At any time on the request of the Domestic Swingline Lender,
each Domestic Revolving Lender other than the Domestic Swingline Lender shall
purchase a participating interest in all outstanding Domestic Swingline Loans in
an amount equal to its Pro Rata Share of such Domestic Swingline Loans, and upon
request of any Domestic Revolving Lender, the Domestic Swingline Lender shall
furnish such Domestic Revolving Lender with a certificate evidencing such
participating interest. Such purchase shall be made one Business Day after such
request is made. On the date of such required purchase, each Domestic Revolving
Lender will immediately transfer to the Domestic Swingline Lender, in
immediately available funds, the amount of its participation. At any time after
the Domestic Swingline Lender has received from any such Domestic Revolving
Lender the funds for its participating interest in a Domestic Swingline Loan, if
the Administrative Agent or the Domestic Swingline Lender receives any payment
on account thereof, the Administrative Agent or the Domestic Swingline Lender,
as the case may be, will distribute to such Domestic Revolving Lender its
participating interest in such amount (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Domestic
Revolving Lender's participating interest was outstanding and funded); provided,
however, that if such payment received by the Administrative Agent or the
Domestic Swingline Lender is required to be returned, such Domestic Revolving
Lender will return to the Administrative Agent or the Domestic Swingline Lender
any portion thereof previously distributed by the Administrative Agent or the
Domestic Swingline Lender to it. Each Domestic Revolving Lender's obligation to
purchase such participating interests shall be absolute and unconditional and
shall not be affected by any circumstance, including without limitation (i) any
setoff, counterclaim, recoupment, defense or other right that such Domestic
Revolving Lender or any other Person may have against the Domestic Swingline
Lender requesting such purchase or any other Person for any reason whatsoever,
(ii) the occurrence or continuation of a Default or an Event of Default or the
termination of the Domestic Revolving Credit Commitments, (iii) any adverse
change in the condition (financial or otherwise) of any Borrower, any of their
Subsidiaries, or any other Person, (iv) any breach of this Agreement by any
Borrower or any other Lender, or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing; provided, however,
that no such obligation shall exist to the extent that the aggregate Domestic
Swingline Loans were advanced in excess of the Domestic Swingline Subcommitment
then in effect.

            (g) The Domestic Swingline Lender, at any time and from time to time
in its sole discretion, may, on behalf of the Domestic Borrower (which hereby
irrevocably authorized and direct the Domestic Swingline Lender to act on its
behalf), give a Domestic Revolving Notice of Borrowing to the Administrative
Agent requesting the Domestic Revolving Lenders (including the Domestic
Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid
principal amount of any Domestic Swingline Loan. Each Domestic Revolving Lender
will make the proceeds of its Base Rate Loan included in such Borrowing
available to the Administrative Agent for the account of the Domestic Swingline
Lender, which will be used solely for the repayment of such Domestic Swingline
Loans.

      Section 2.11. Sterling Swingline Subcommitment.

            (a) Subject to and upon the terms and conditions herein set forth,
the UK Swingline Lender agrees to make to the Sterling Borrower, from time to
time prior to the Revolving Credit Termination Date, Sterling Swingline Loans in
an aggregate principal amount outstanding at any time not to exceed the Sterling
Swingline Subcommitment; provided, however, that the conditions set forth in
Sections 2.01, 2.03, 6.01 and 6.02 have been fulfilled before and after giving
effect to each Borrowing of Sterling Swingline Loans. The Sterling Borrower
shall be entitled to repay and reborrow Sterling Swingline Loans in accordance
with the provisions of this Agreement.

            (b) Each Sterling Swingline Loan shall be made as a LIBOR Loan. The
principal amount of each Sterling Swingline Loan shall be at least
(pound)100,000 or a greater integral multiple of (pound)50,000.

            (c) Whenever the Sterling Borrower desires to make a Borrowing of
Sterling Swingline Loans, it shall give the UK Swingline Lender (with a copy to
the Administrative Agent) written notice (or telephonic notice promptly
confirmed in writing) of such Borrowing (each a "Sterling Swingline Notice of
Borrowing" in the form of Exhibit N attached) prior to 11:00 a.m. (Atlanta,
Georgia time) on the requested date of such Borrowing three (3) days prior to
the date of such Borrowing. Notices received after the times set forth above
shall be


                                      -46-
<PAGE>

deemed received on the next Business Day. Each Sterling Swingline Notice of
Borrowing shall be irrevocable and shall specify (i) the aggregate principal
amount of such Borrowing in Sterling, and (ii) the date of such Borrowing (which
shall be a Business Day).

            (d) The Sterling Borrower's obligation to pay the principal of, and
interest on, the Sterling Swingline Loans in Sterling to the UK Swingline Lender
shall be evidenced by the records of the Administrative Agent and the UK
Swingline Lender and by the Sterling Swingline Note payable to the UK Swingline
Lender (or the assignor of the UK Swingline Lender) completed in conformity with
this Agreement.

            (e) All outstanding principal amounts of the Sterling Swingline
Loans, and all accrued but unpaid interest thereon, shall be due and payable in
full in Sterling on the Revolving Credit Termination Date.

            (f) At any time on the request of the UK Swingline Lender, each
Sterling Revolving Lender other than the UK Swingline Lender shall purchase a
participating interest in all outstanding Sterling Swingline Loans in an amount
equal to its Pro Rata Share of such Sterling Swingline Loans, and upon request
of any Sterling Revolving Lender, the UK Swingline Lender shall furnish such
Sterling Revolving Lender with a certificate evidencing such participating
interest. Such purchase shall be made three Business Days after such request is
made, and shall be made at the end of an Interest Period. On the date of such
required purchase, each Sterling Revolving Lender will immediately transfer to
the UK Swingline Lender, in immediately available funds in Sterling, the amount
of its participation. At any time after the UK Swingline Lender has received
from any such Sterling Revolving Lender the funds for its participating interest
in a Sterling Swingline Loan, if the Administrative Agent or the UK Swingline
Lender receives any payment on account thereof, the Administrative Agent or the
UK Swingline Lender, as the case may be, will distribute to such Sterling
Revolving Lender its participating interest in such amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such Sterling Revolving Lender's participating interest was outstanding
and funded); provided, however, that if such payment received by the
Administrative Agent or the UK Swingline Lender is required to be returned, such
Sterling Revolving Lender will return to the Administrative Agent or the UK
Swingline Lender any portion thereof previously distributed by the
Administrative Agent or the UK Swingline Lender to it. Each Sterling Revolving
Lender's obligation to purchase such participating interests shall be absolute
and unconditional and shall not be affected by any circumstance, including
without limitation (i) any setoff, counterclaim, recoupment, defense or other
right that such Sterling Revolving Lender or any other Person may have against
the UK Swingline Lender requesting such purchase or any other Person for any
reason whatsoever, (ii) the occurrence or continuation of a Default or an Event
of Default or the termination of the Sterling Revolving Credit Commitments,
(iii) any adverse change in the condition (financial or otherwise) of any
Borrower, any of their Subsidiaries, or any other Person, (iv) any breach of
this Agreement by any Borrower or any other Lender, or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing; provided, however, that no such obligation shall exist to the
extent that the aggregate Sterling Swingline Loans were advanced in excess of
the Sterling Swingline Subcommitment then in effect.

            (g) The UK Swingline Lender, at any time and from time to time in
its sole discretion, may, on behalf of the Sterling Borrower (which hereby
irrevocably authorized and direct the UK Swingline Lender to act on its behalf),
give a Notice of Sterling Revolving Borrowing to the Administrative Agent
requesting the Lenders (including the UK Swingline Lender) to make Fourteen Day
LIBOR Loans in an amount equal to the unpaid principal amount of any Sterling
Swingline Loan. Each Lender will make the proceeds of its Fourteen Day LIBOR
Loan included in such Borrowing available to the Administrative Agent for the
account of the UK Swingline Lender, which will be used solely for the repayment
of such Sterling Swingline Loans.

      Section 2.12. Reductions of Revolving Credit Commitments.

            (a) Upon at least five (5) days' prior written notice (or telephonic
notice promptly confirmed in writing) from the Domestic Borrower or the Sterling
Borrower to the Administrative Agent, the Domestic Borrower or the Sterling
Borrower shall have the right, without premium or penalty, to reduce the
respective Domestic or Sterling Revolving Credit Commitments, or any
subcommitment thereof, in part or to terminate the respective Domestic or
Sterling Revolving Credit Commitments, or any subcommitment thereof, in whole,


                                      -47-
<PAGE>

provided that (i) any such reduction or termination shall apply to
proportionately and permanently reduce the designated Revolving Credit
Commitment, or any designated subcommitment thereof, of each applicable Domestic
or Sterling Revolving Lender, (ii) any partial termination pursuant to this
Section 2.12 shall be in an amount of at least the Sterling Equivalent of
$5,000,000 and integral multiples of the Sterling Equivalent of $1,000,000 for
the Sterling Revolving Credit Commitment, and at least $5,000,000 and integral
multiples of $1,000,000 for the Domestic Revolving Credit Commitment, and (iii)
no such reduction shall be permitted which would reduce the Total Revolving
Credit Commitment Amount to an amount less than the aggregate outstanding
principal amount of the sum of Domestic Revolving Loans, Domestic Swingline
Loans, the Dollar Equivalent of all Sterling Revolving Loans (determined as of
the most recent Determination Date), the Dollar Equivalent of all Sterling
Swingline Loans (determined as of the most recent Determination Date) and all
L/C Obligations (determined as of the most recent Determination Date).

      Section 2.13. Use of Proceeds. The proceeds of the Domestic Revolving
Loans and the Domestic Swingline Loans shall have been and shall be used by the
Domestic Borrower (a) to make a capital contribution to the Holdings Borrower,
the proceeds of which shall have been used by the Holdings Borrower to
consummate the Acquisition, (b) to refinance existing Indebtedness of the
Domestic Borrower, (c) to pay expenses related to the transactions contemplated
by this Agreement and (d) to provide ongoing working capital for the Domestic
Borrower. The proceeds of the Sterling Revolving Loans and Sterling Swingline
Loans shall have been used by the Sterling Borrower (a) to refinance existing
Indebtedness of the Sterling Borrower, (b) to pay expenses related to the
transactions contemplated by this Agreement (other than those relating to the
Acquisition) and (c) to provide ongoing working capital for the Sterling
Borrower and its Subsidiaries which are Credit Parties.

      Section 2.14. Unlawful Financial Assistance. None of the Loans shall be
used for any purpose which would be contrary to the provisions of ss. 151 of the
Companies Act of 1985, unless the provisions of ss. 155 to ss. 158 of that Act
are actually complied with.

                                  ARTICLE III.

                                  TERM A LOANS

      Section 3.01. Term A Loans.

            (a) Subject to and upon the terms and conditions herein set forth,
each Term A Lender severally agrees to make a term loan to the Holdings Borrower
on the Original Closing Date in the principal amount equal to such Term A
Lender's Pro Rata Share of the Term A Loan Commitment in Sterling. The Holdings
Borrower shall not be entitled to reborrow any amounts repaid with respect to
the Term A Loan. Interest on the Term A Loan shall accrue as a LIBOR Loan. Such
LIBOR Loan will continue with a three-month Interest Period beginning September
29, 2000.

            (b) During the period commencing on the funding of the Term A Loans
through and including the Term A Loans Maturity Date, the Holdings Borrower
agrees to pay accrued interest in Sterling on the Term A Loans in arrears in
accordance with Section 5.02. During the period commencing on September 30, 2000
and thereafter, the Holdings Borrower agrees to make principal payments on the
last day of each calendar quarter as set forth in the amortization schedule in
Schedule 3.01. The entire outstanding principal amount of the Term A Loans,
together with all accrued and unpaid interest thereon, shall be due and payable
in full on the Term A Loan Maturity Date in Sterling.

            (c) The Holdings Borrower's obligation to pay the principal of, and
interest on, the Term A Loan to each Term A Lender shall be evidenced by the
records of such Term A Lender and by the Term A Note payable to such Term A
Lender (or the assignee thereof) completed in conformity with this Agreement.


                                      -48-
<PAGE>

            (d) As of the July 17, 2001, the outstanding principal balance of
the Term A Loan is (pound) 8,692,628.64, which is the Sterling Equivalent of
$12,256,606.38.

      Section 3.02. Use of Proceeds. The proceeds of the Term A Loans have been
used by the Holdings Borrower to finance the Acquisition.

                                  ARTICLE IV.

                                  TERM B LOANS

      Section 4.01. Term B Loans.

            (a) Subject to and upon the terms and conditions herein set forth,
each Term B Lender severally agrees to make a term loan to the Domestic Borrower
on the Original Closing Date in the principal amount equal to such Term B
Lender's Pro Rata Share of the Term B Loan Commitment Amount. The Domestic
Borrower shall not be entitled to reborrow any amounts repaid with respect to
the Term B Loan. Interest shall accrue on the Term B Loan as a LIBOR Loan. Such
LIBOR Loan will continue with a three-month Interest Period beginning September
29, 2000.

            (b) During the period commencing on the funding of the Term B Loans
through and including the Term B Loan Maturity Date, the Domestic Borrower
agrees to pay accrued interest on the Term B Loans in arrears in accordance with
Section 5.02. During the period commencing on September 30, 2000 and thereafter,
the Domestic Borrower agrees to make principal payments on the last day of each
calendar quarter as set forth in the amortization schedule in Schedule 4.01. The
entire outstanding principal amount of the Term B Loans, together with all
accrued and unpaid interest thereon, shall be due and payable in full on the
Term B Loan Maturity Date.

            (c) The Domestic Borrower's obligation to pay the principal of, and
interest on, the Term B Loan to each Term B Lender shall be evidenced by the
records of such Term B Lender and by the Term B Note payable to such Term B
Lender (or the assignee thereof) completed in conformity with this Agreement.

            (d) As of the July 17, 2001, the outstanding principal balance of
the Term B Loan is $13,125,000.00.

      Section 4.02. Use of Proceeds. The proceeds of the Term B Loans have been
and shall be used by the Domestic Borrower (a) to refinance existing
Indebtedness of the Domestic Borrower, (b) to pay expenses related to the
transactions contemplated by this Agreement, (c) other general corporate
purposes, and (d) to make a capital contribution to the Holdings Borrower in
order to finance the Acquisition.

                                   ARTICLE V.

                               GENERAL LOAN TERMS

      Section 5.01. Disbursement of Funds.

            (a) Not later than 2:00 p.m. (Atlanta, Georgia time) on the date of
any requested Domestic or Sterling Borrowing , each respective Lender, as
applicable, will make available its Pro Rata Share of the amount of such
Domestic or Sterling Borrowing in immediately available funds at the Payment
Office. The Administrative Agent will make available to the Borrower requesting
such Borrowing the aggregate of the amounts (if any) so made available by such
Lenders to the Administrative Agent in a timely manner by crediting such amounts
to such


                                      -49-
<PAGE>

Borrower's demand deposit account maintained with the Administrative Agent or,
at the Borrower Representative's option, by effecting a wire transfer of such
amounts to any other account specified by the Borrower Representative to the
Administrative Agent in writing, by the close of business on such Business Day.
In the event that any such Lender does not make its Pro Rata Share of such
Borrowing available to the Administrative Agent by the time prescribed above,
but such amount is received by the Administrative Agent later that day, such
amount may be credited to such Borrower in the manner described in the preceding
sentence on the next Business Day (with interest on such amount to begin
accruing hereunder on such next Business Day).

            (b) Unless the Administrative Agent shall have been notified by any
Lender prior to the date of a Borrowing of Revolving Loans or Term Loans that
such Lender does not intend to make available to the Administrative Agent such
Lender's portion of the Borrowing to be made on such date, the Administrative
Agent may assume that such Lender has made such amount available to the
Administrative Agent on such date and the Administrative Agent may make
available to the applicable Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent
by such Lender on the date of Borrowing, the Administrative Agent shall be
entitled to recover such corresponding amount on demand from such Lender
together with interest at the Federal Funds Rate if such Lender pays the
Administrative Agent within two Business Days after demand, and otherwise at the
Base Rate. If such Lender does not pay such corresponding amount forthwith upon
the Agent's demand therefor, the Agent shall promptly notify the Borrower
Representative, and the applicable Borrower shall immediately pay such
corresponding amount to the Agent together with interest at the rate specified
for the Borrowing. Nothing in this subsection shall be deemed to relieve any
Lender from its obligation to fund its Commitments hereunder or to prejudice any
rights which any Borrower may have against any Lender as a result of any default
by such Lender hereunder.

            (c) All Borrowings comprising the Revolving Loans shall be made by
the Domestic Revolving Lenders and the Sterling Revolving Lenders on the basis
of their Pro Rata Shares of the Domestic Revolving Credit Commitments and the
Sterling Revolving Commitments, respectively. All Borrowings comprising the Term
Loans shall be made by the Term Lenders on the basis of their Pro Rata Shares of
the Term A Loan Commitments and the Term B Loan Commitments, respectively. No
Lender shall be responsible for any default by any other Lender in its
obligations hereunder, and each Lender shall be obligated to make its Loans
provided to be made by it hereunder, regardless of the failure of any other
Lender to make its Loans hereunder.

            (d) No later than 2:00 p.m. (Atlanta, Georgia time) on the date of
any requested Borrowing of a Domestic Swingline Loan, the Domestic Swingline
Lender will make available such Domestic Swingline Loan to the Domestic Borrower
by crediting such amounts to the Domestic Borrower's demand deposit account
maintained with the Domestic Swingline Lender or at the Domestic Borrower's
option, by effecting a wire transfer of such amounts to any other account of the
Domestic Borrower specified by the Borrower Representative to the Domestic
Swingline Lender in writing, by the opening of business on such Business Day.

            (e) No later than 2:00 p.m. (Atlanta, Georgia time) on the date of
any requested Borrowing of a Sterling Swingline Loan, the UK Swingline Lender
will make available such Sterling Swingline Loan to the Sterling Borrower by
crediting such amounts to the Sterling Borrower's demand deposit account
maintained with the Sterling Swingline Lender or at the Sterling Borrower's
option, by effecting a wire transfer of such amounts to any other account of the
Sterling Borrower specified by the Borrower Representative to the Sterling
Swingline Lender in writing, by the opening of business on such Business Day.

      Section 5.02. Interest on Loans.

            (a) Subject to Section 5.04, Holdings Borrower agrees to pay
interest in respect of all unpaid principal amounts of Term A Loans, the
Sterling Borrower agrees to pay interest in respect of all unpaid principal
amounts of the Sterling Revolving Loans and Sterling Swingline Loans, and the
Domestic Borrower agrees to pay interest in respect of all unpaid principal
amounts of the Domestic Revolving Loans, Domestic Swingline Loans, and the Term
B Loans from the date such principal amounts are advanced to maturity (whether
by acceleration, notice of prepayment or otherwise) at rates per annum equal to
the rates indicated below as applicable to outstanding Loans in accordance with
the terms hereof:


                                      -50-
<PAGE>

            (i) For a Base Rate Loan -- the Base Rate in effect from time to
time plus the Applicable Base Rate Margin then in effect; and

            (ii) For a LIBOR Loan -- LIBOR plus the Applicable LIBOR Margin then
in effect.

            (b) Interest on the principal amount of all Loans shall accrue from
(and including) the date such Loans are made to (but excluding) the date of any
repayment thereof, provided that, if the principal amount of any Loan is repaid
on the same day made, one day's interest shall be paid on such principal.
Interest on all outstanding Base Rate Loans shall be payable monthly in arrears
on the last day of each calendar month. Interest on all outstanding LIBOR Loans
shall be payable on the last day of each Interest Period applicable thereto,
and, in the case of any LIBOR Loan having an Interest Period in excess of three
months, on each day which occurs every three months after the initial date of
such Interest Period. Interest on all Loans shall also be payable on any
conversion of a Loan into a Loan of another Type, prepayment (on the amount
prepaid), at maturity (whether by acceleration notice of prepayment or
otherwise) and, after maturity, on demand.

            (c) The Administrative Agent, upon determining LIBOR for the Loans
for any Interest Period, shall promptly notify the Borrower Representative and
the other Lenders of such rate by telephone (confirmed in writing) or in
writing. Any such determination shall, absent manifest error, be final,
conclusive and binding for all purposes.

      Section 5.03. Interest Periods. In connection with the making or
continuation of, or conversion into, each Borrowing of LIBOR Loans, the Borrower
Representative shall select an interest period (each an "Interest Period") to be
applicable to such Loans, which Interest Period shall be

            (a) either a one, two, three or six month period for Domestic
Revolving Loans;

            (b) either one or three months for the Sterling Revolving Loans;

            (c) Fourteen Days for Sterling Swingline Loans; and

            (d) three months for the Term A Loan and the Term B Loan;

provided that:

            (i) The initial Interest Period for any Borrowing consisting of
LIBOR Loans shall commence on the date of such Borrowing (including the date of
any conversion from a Borrowing consisting of Loans of another Type) and each
Interest Period occurring thereafter in respect of such Borrowing shall commence
on the day on which the next preceding Interest Period expires;

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

            (iii) Any Interest Period in respect of a LIBOR Loan which begins on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period shall, subject to part (iv) below, expire on
the last Business Day of such calendar month;

            (iv) No Interest Period shall extend beyond any date upon which any
prepayment is required to be made on the Loans, unless the aggregate principal
amount of Loans that are not LIBOR Loans, or that have Interest Periods which
will expire on or before the date of the respective payment or prepayment, is
equal to or in excess of the amount of any such principal payments or
prepayments to be made;


                                      -51-
<PAGE>

            (v) The Interest Period for a LIBOR Loan which is converted pursuant
to Section 5.13(b) or Section 5.14 shall commence on the date of such conversion
and shall expire on the date on which the Interest Periods for the LIBOR Loans
of the other Lenders which were not converted expires; and

            (vi) No Interest Period with respect to any Revolving Loan shall
extend beyond the Revolving Credit Termination Date, no Interest Period with
respect to any Term A Loan shall extend beyond the Term A Loan Maturity Date and
no Interest Period with respect to any Term B Loan shall extend beyond the Term
B Loan Maturity Date.

      Section 5.04. Default Interest. If any Event of Default has occurred and
is continuing, the Holdings Borrower agrees to pay interest in respect of the
Term A Loan, the Sterling Borrower agrees to pay interest in respect of the
Sterling Revolving Loans and Sterling Swingline Loans, and the Domestic Borrower
agrees to pay interest in respect of the Domestic Revolving Loans, Domestic
Swingline Loans, the Term B Loan and all other amounts owing hereunder, at the
following rates per annum (such applicable rate, the "Default Rate"):

            (i) in the case of Loans outstanding as LIBOR Loans, at the rate
otherwise applicable for the then-current Interest Period plus an additional two
percent (2%) per annum;

            (ii) in the case of Loans outstanding as Base Rate Loans and all
other Obligations hereunder, at the rate otherwise then in effect for Base Rate
Loans plus an additional two percent (2%) per annum;

provided that no Loan shall bear interest after maturity (whether by
acceleration, notice of prepayment or otherwise) at a rate per annum less than
two percent (2%) per annum in excess of the original rate of interest applicable
thereto at maturity; provided, further, that in no event shall the Applicable
LIBOR Margin be greater than five percent (5%) per annum (the "Margin Cap"), but
the rate may be increased over the Margin Cap as a result of the Whitewash
Interest Increase or a Warrant Interest Increase.

      Section 5.05. Fees.

            (a) On the Closing Date, the Domestic Borrower and the Sterling
Borrower agree to pay the Fees (which have not been previously paid) described
in the Fee Letter on the terms set forth in the Fee Letter.

            (b) The Domestic Borrower and the Sterling Borrower agree to pay to
the Administrative Agent, for the ratable benefit of each Revolving Lender based
upon its respective Pro Rata Share of the Domestic and Sterling Revolving Credit
Commitments, as the case may be a commitment fee (the "Revolving Credit
Commitment Fee"), for the period commencing on the Original Closing Date to and
including the Revolving Credit Termination Date, equal to the average daily
unused portion of the Revolving Credit Commitments multiplied by the Applicable
Commitment Fee Percentage. The Revolving Credit Commitment Fee shall be payable
quarterly in arrears on the last day of each calendar quarter, commencing on
September 30, 2000, and on the Revolving Credit Termination Date. For purposes
of calculating the Revolving Credit Commitment Fee, all outstanding L/C
Obligations shall be considered "usage" of the Revolving Credit Commitments.

            (c) The Domestic Borrower and the Sterling Borrower, as the case may
be, agree to pay to the Administrative Agent, for the ratable benefit of each
Revolving Lender based upon its respective Pro Rata Share of the Domestic and
Sterling Revolving Credit Commitments, as the case may be a letter of credit fee
for standby letters of credit (the "Standby L/C Fee") for the period commencing
on the Original Closing Date to and including the Revolving Credit Termination
Date, equal to the Applicable LIBOR Margin then in effect multiplied by the L/C
Obligations consisting of standby letters of credit; provided, however, that if
an Event of Default has occurred and is continuing, the Standby L/C Fee shall be
increased to an amount equal to two percentage points above the Applicable LIBOR
Margin then in effect multiplied by the L/C Obligations consisting of standby
letters of credit. The Standby L/C Fee shall be payable quarterly in arrears on
the last day of each calendar quarter, commencing on the last day of the
calendar quarter in which the first L/C is issued, and on the Revolving Credit
Termination Date. The Domestic Borrower and the Sterling Borrower, as the case
may be, agree to pay to the Administrative Agent, for the ratable benefit of
each Revolving Lender based upon its respective Pro Rata Share of the Domestic
and


                                      -52-
<PAGE>

Sterling Revolving Credit Commitments, as the case may be a letter of credit fee
for commercial/trade letters of credit (the "Commercial L/C Fee"), payable at
the time of issuance, for the period commencing on the Original Closing Date to
and including the Revolving Credit Termination Date, equal to .25% of the face
amount on issuance and/or increases for each 90 day period and 1% per annum of
the face amount on acceptance of a draw under a L/C plus usual and customary
bank charges for the Issuing Bank's account as agreed upon between Issuing Bank
and the Domestic Borrower or the Sterling Borrower; provided, however, that if
an Event of Default has occurred and is continuing, the Commercial L/C Fee shall
be increased to an amount equal to two percentage points above the fee then in
effect. Fees payable for Foreign Currency L/C's shall be paid in Dollars.

            (d) The Domestic Borrower agrees to pay to the Domestic Issuing Bank
for its own account, a facing fee (the "Domestic Facing Fee") for the period
commencing on the Original Closing Date to and including the Revolving Credit
Termination Date, equal to 0.25% per annum multiplied by the Domestic L/C
Obligations, plus customary issuance and administration fees. The Sterling
Borrower agrees to pay to the UK Issuing Bank for its own account a facing fee
(the "UK Facing Fee" payable in Dollars; together with the Domestic Facing Fee,
the "Facing Fees") for the period commencing on the Original Closing Date to and
including the Revolving Credit Termination Date, equal to 0.25% per annum
multiplied by the Foreign Currency L/C Obligations, plus customary issuance and
administration fees. The Facing Fees shall be payable quarterly in arrears on
the last day of each calendar quarter, commencing on the last day of the
calendar quarter in which the first L/C is issued, and on the Revolving Credit
Termination Date.

      Section 5.06. Voluntary Prepayments of Revolving Loans.

            (a) The Sterling Borrower may, at its option, prepay Borrowings of
Sterling Revolving Loans in Sterling in full or in amounts aggregating (pound)
500,000 or any greater integral multiple of (pound) 100,000, and the Domestic
Borrower may, at its option, prepay Borrowings of Domestic Revolving Loans in
full or in amounts aggregating $500,000 or any greater integral multiple of
$100,000 by paying the principal amount to be prepaid together with interest
accrued and unpaid thereon to the date of prepayment, and if the Domestic
Borrower or the Sterling Borrower elects to prepay a Borrowing consisting of
LIBOR Loans on a date other than the last day of an Interest Period applicable
thereto, all compensation payments required pursuant to Section 5.16. The
Domestic Borrower and Sterling Borrower may designate the Types of Loans and the
specific Borrowings of Revolving Loans that are to be prepaid as part of any
prepayment pursuant to this Section 5.06(a), provided that (i) if any prepayment
of LIBOR Loans made pursuant to a single Borrowing of Domestic Revolving Loans
shall reduce the outstanding Loans made pursuant to such Borrowing to an amount
less than $500,000, such Borrowing shall immediately be converted into Base Rate
Loans, (ii) if any prepayment of LIBOR Loans made pursuant to a single Borrowing
of Sterling Revolving Loans shall reduce the outstanding Loans made pursuant to
such Borrowing to an amount less than (pound) 500,000 such Borrowing shall
immediately be converted into a Sterling Swingline Loan, and (iii) each
prepayment made pursuant to a single Borrowing shall be applied pro rata among
the Loans comprising such Borrowing. In the absence of a designation by the
Borrower Representative, the Administrative Agent shall make such designation in
its sole discretion.

            (b) The Borrower Representative shall give written notice (or
telephonic notice confirmed in writing) to the Administrative Agent of any
intended prepayment of a Borrowing of Revolving Loans pursuant to Section
5.06(a), no later than 11:00 a.m. (Atlanta, Georgia time) in the case of
Domestic Revolving Loans or Sterling Revolving Loans, not less than three (3)
Business Days prior to any prepayment of any Borrowing of Revolving Loans. Such
notice, once given, shall be irrevocable. Upon receipt of such notice of
prepayment, the Administrative Agent shall promptly notify each Revolving Lender
of the contents of such notice and of such Revolving Lender's share of such
prepayment.

      Section 5.07. Voluntary Prepayments of Term Loans.

            (a) The Holdings Borrower may, at its option, prepay the Term A
Loans in full or in amounts aggregating (pound) 1,000,000 or any integral
multiple of (pound) 100,000, by paying the principal amount to be prepaid, plus
all interest accrued and unpaid thereon to the date of prepayment, plus all
compensation payments required by Section 5.16.


                                      -53-
<PAGE>

            (b) The Domestic Borrower may, at its option, prepay the Term B
Loans in full or in amounts aggregating $500,000 or any integral multiple of
$100,000, by paying the principal amount to be prepaid, plus all interest
accrued and unpaid thereon to the date of prepayment, plus all compensation
payments required by Section 5.16.

            (c) The Borrower Representative shall give written notice (or
telephonic notice confirmed in writing) to the Administrative Agent of any
intended prepayment of Term Loans pursuant to Section 5.07(a) or (b) no later
than 11:00 a.m. (Atlanta, Georgia time) in the case of Term B Loans or Term A
Loans, in either case not less than five (5) days (nor more than ninety (90)
days) prior to any prepayment of such Term Loans, which notice shall specify (i)
the date of prepayment (which date shall be the last day of a calendar month),
(ii) whether such prepayment shall be applied to Term A Loans or Term B Loans
and (iii) the principal amount to be prepaid.

            (d) Each payment made pursuant to this Section 5.07 shall be applied
to the Term A Notes or Term B Notes, as the case may be, in accordance with
Section 5.08(e).

      Section 5.08. Mandatory Prepayments of Loans.

            (a) The Borrowers shall prepay the Loans in accordance with Section
5.08(e) below in an amount equal to one hundred percent (100%) of the Net Cash
Proceeds of all sales or dispositions consummated after the Original Closing
Date by the Borrowers and their Subsidiaries of non-current assets (except for
sales and dispositions permitted by Section 9.03). To the extent any prepayment
is required under this Section 5.08(a) such prepayment shall be due no later
than five (5) Business Days after such sale or disposition is effected, along
with a detailed calculation showing all deductions from gross proceeds in order
to arrive at Net Cash Proceeds.

            (b) The Borrowers shall prepay the Loans in accordance with Section
8.10 in an amount equal to one hundred percent (100%) of the Net Cash Proceeds
from (i) the issuance of Subordinated Debt and (ii) equity issuance to Sun
Capital Holdings, LLC. Such prepayment shall be made on the day the Subordinated
Debt transaction and equity issuance are consummated.

            (c) The Borrowers shall prepay the Loans in an amount equal to one
hundred percent (100%) of the Net Cash Proceeds from the issuance by any
Borrower of Stock (except for Stock issued with respect to employee stock
options more particularly described on Schedule 7.24) or debt securities (other
than Subordinated Debt described in Section 5.08 (b) above). Such prepayment
shall be made no later than the Business Day following the date of receipt by
any Borrower of any such Net Cash Proceeds.

            (d) The Borrowers shall, concurrently with the delivery of the
financial information required under Section 8.07(a) with respect to each Fiscal
Year (but in no event later than the date such information is required to be
delivered), commencing with the delivery of the financial information with
respect to Fiscal Year 2002, make a mandatory prepayment of the outstanding
principal amount of the Term Loans pro rata (i) in an amount equal to fifty
percent (50%) of Excess Cash Flow; provided, however, that the Borrowers shall
not be required to prepay the Term Loans pursuant to this Section 5.08(d) with
respect to any Fiscal Year, to the extent any such prepayment would cause the
sum of (A) the amount of prepayments of the Term Loans made during such Fiscal
Year pursuant to this Section 5.08(d), plus (B) the amount of principal
repayments of the Term Loans made during such Fiscal Year pursuant to Section
3.01(c) and 4.01(c), to be (in Sterling and Dollars) in excess of the Dollar
Equivalent of $6,000,000.

            (e) Prepayments required under subsections (a), (b) and (c) of this
Section 5.08 shall be applied as follows: first to the Administrative Agent's
Fee and reimbursable expenses of the Administrative Agent then due and payable
pursuant to any of the Credit Documents; second, to all other Fees and
reimbursable expenses of the Lenders and the Issuing Banks then due and payable
pursuant to any of the Credit Documents, to the Lenders and the Issuing Banks
based on their respective pro rata share of such expenses; third, to the
interest then due and payable on the Term Loans made to the Term Lenders based
on their respective Pro Rata Shares of the aggregate outstanding principal
amounts of the Term Loans, fourth, to the principal balance of the Term Loans
applied against the remaining installments of principal due in respect of the
Term Loans, in the inverse order of maturity,


                                      -54-
<PAGE>

until the same shall have been paid in full, to the Term Lenders based on their
respective Pro Rata Shares of the aggregate outstanding principal amounts of the
Term Loan, fifth, if required pursuant to subsections 5.08(a), (b) and (c)
above, to the interest then due and payable on the Revolving Loans made to the
Revolving Lenders based on their respective Pro Rata Shares of both aggregate
outstanding principal amounts of all Revolving Loans, sixth, if required
pursuant to subsections 5.08(a), (b) and (c) above, to the principal balance of
the Sterling and Domestic Revolving Loans applied against the aggregate
outstanding principal amounts of all Revolving Loans, until the same shall have
been paid in full, pro rata to the Revolving Lenders based on their respective
Pro Rata Shares of the aggregate outstanding principal amounts of all Revolving
Loans; provided, however, in connection with any prepayment required under
Section 5.08(a), if the prepayment of the Term A Loan shall, at the time, be
unlawful because of the failure of the Sterling Borrower and its subsidiaries to
complete the Whitewash Procedure, then such prepayment shall be made immediately
upon the completion of the Whitewash Procedure.

            (f) If at any time the aggregate outstanding principal amount of the
Domestic Revolving Loans, the Dollar Equivalent of the aggregate outstanding
principal amount of Sterling Revolving Loans (as of the most recent
Determination Date), the aggregate amount of L/C Obligations (as of the most
recent Determination Date), the aggregate outstanding principal amount of
Domestic Swingline Loans and the Dollar Equivalent of the aggregate outstanding
principal amount of Sterling Swingline Loans (as of the most recent
Determination Date) exceeds the Borrowing Limit, as reduced pursuant to Section
2.12(a) or otherwise (a "Revolving Credit Deficiency"), the Domestic Borrower
shall immediately repay the Domestic Revolving Loans and the Domestic Swingline
Loans and the Sterling Borrower shall immediately repay the Sterling Revolving
Loans and the Sterling Swingline Loans in an amount equal to such excess,
together with all accrued and unpaid interest on such excess amount and any
amounts due under Section 5.16. Each such prepayment by the Domestic Borrower
shall be applied first to the Domestic Swingline Loans to the full extent
thereof, then to Base Rate Loans comprising Domestic Revolving Loans to the full
extent thereof, and finally to LIBOR Loans comprising Domestic Revolving Loans
to the full extent thereof. Each such prepayment by the Sterling Borrower shall
be applied first to the Sterling Swingline Loans to the full extent thereof, and
finally to Sterling Revolving Loans to the full extent thereof. In the event
that following such repayment of Domestic and Sterling Revolving Loans and
Domestic and Sterling Swingline Loans, there remains a Revolving Credit
Deficiency, (i) the Domestic Borrower shall immediately deliver to the
Administrative Agent an amount in Dollars equal to the amount of such excess, to
be delivered to and held by the Domestic Issuing Bank in the Cash Collateral
Account of the Domestic Issuing Bank, or (ii) the Sterling Borrower shall
immediately deliver to the Administrative Agent an amount in Sterling equal to
the amount of such excess, to be delivered to and held by the UK Issuing Bank in
the Cash Collateral Account of the UK Issuing Bank. In the event that following
such repayment of Revolving Loans and Swingline Loans, and collateralization of
L/C Obligations, a Revolving Credit Deficiency still exists, the Holdings
Borrower shall prepay the Term A Loans, to be applied against installments in
the inverse order of maturity, and the Domestic Borrower shall prepay the Term B
Loans, to be applied against installments in the inverse order of maturity,
until such Revolving Credit Deficiency does not exist. All such payments to the
Lenders pursuant to this Section 5.08(f) in respect of the Loans specified
herein shall be made to the respective Lenders for such loans in accordance with
their respective Pro Rata Shares of such Loans.

            (g) Term A Loans are outstanding in the amount of (pound)
9,934,432.74, which is the Sterling Equivalent of $15,000,000, as of the date of
funding the Term A Loans. If at any Determination Date the aggregate amounts
outstanding under the Term A Loans exceeds the Dollar Equivalent of the
principal amount of the Term A Loans then permitted to be outstanding hereunder,
after giving effect to the Dollar Equivalent of all required payments and
prepayments thereof, then the amount of such excess shall automatically reduce
the Borrowing Availability of the Domestic Borrower and the Sterling Borrower by
the Dollar Equivalent of such excess, and if, after giving effect thereto, there
is then no Borrowing Availability, then the Sterling Borrower and/or the
Domestic Borrower shall pay an aggregate principal amount of Revolving Loans or
Term Loans to reduce the Dollar Equivalent outstanding under all the Loans and
L/C Obligations to be equal to or less than the total Dollar Equivalent of the
Revolving Credit Commitment Amount plus the principal amount of the Term Loans
then permitted to be outstanding hereunder after giving effect to the Dollar
Equivalent of required amortization payments and prepayments thereof (the Dollar
Equivalent of the required amortization payments being shown on Schedule 5.08),
with all accrued interest on such amounts paid plus all compensation payments
required under Section 5.16. Payments shall be applied in the following order:
first to all Domestic and Sterling Swingline


                                      -55-
<PAGE>

Loans; second to all other Sterling and Domestic Revolving Loans; third to cash
collaterlize all L/C Obligations; fourth to Term A Loans, in the inverse order
of installments; fifth to Term B Loans, in inverse order of installments. All
such payments to the Lenders pursuant to this Section 5.08(g) in respect of the
Loans specified herein shall be made to the respective Lenders for such loans in
accordance with their respective Pro Rata Shares of such Loans.

      Section 5.09. Payments, etc.

            (a) All payments and prepayments of principal, interest and fees
with respect to the Loans or L/C's or other Obligations shall be made without
set-off or counterclaim not later than 1:00 p.m. (Atlanta, Georgia time) on the
date when due and in immediately available funds at the Payment Office of the
Administrative Agent and in Dollars or Sterling, as applicable.

            (b) (i) Any and all payments by any Borrower hereunder or under the
Notes shall be made free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or withholdings,
and all liabilities with respect thereto, excluding, in the case of each Lender,
taxes imposed on or measured by its net income and franchise taxes (all such
excluded net income taxes and franchise taxes, collectively referred to as the
"Excluded Taxes"; all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities being collectively referred to in this
Section 5.09(b) as "Taxes"). If any Borrower shall be required by law to deduct
any Taxes from or in respect of any sum payable hereunder or under any Note to
any Lender, (x) the sum so payable shall be increased by such amount (the
"Gross-up Amount") as may be necessary so that after making all required
deductions (including deductions with respect to Taxes and Excluded Taxes owed
by such Lender on the Gross-up Amount payable under this Section 5.09(b)(i))
such Lender receives an amount equal to the sum it would have received had no
such deductions been made, (y) such Borrower shall make such deductions, and (z)
such Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law subject to
section 5.09 (b)(iii) and (iv).

                  (ii) The Borrowers will indemnify each Lender for the full
      amount of Taxes (together with any Taxes or Excluded Taxes owed by such
      Lender applicable to the Gross-up Amount payable under clause (x) of
      Section 5.09(b)(i) or on the indemnification payments made by such
      Borrower under this Section 5.09(b)(ii), but without duplication thereof),
      and any liability (including penalties, interest and expenses) arising
      therefrom or with respect thereto, whether or not such Taxes or such
      Excluded Taxes were correctly or legally asserted, so as to compensate
      such Lender for any loss, cost, expense or liability incurred as a
      consequence of any such Taxes. Payment pursuant to such indemnification
      shall be made within ten (10) days from the date such Lender makes written
      demand therefor. Within thirty (30) days after the date of any Borrower's
      payment of Taxes, such Borrower will furnish to the relevant Lender, at
      its appropriate Lending Office, the original or a certified copy of a
      receipt evidencing payment thereof.

                  (iii) Each Lender that is not a "United States Person" as
defined in the Internal Revenue Code of 1986, as amended) hereby agrees that:

                        (A) it shall, prior to the time it becomes a Lender
            hereunder, deliver to the Borrower Representative and the
            Administrative Agent:

                              (1) for each Lending Office located in the United
                  States, three (3) accurate and complete signed originals of
                  Internal Revenue Service Form W-8ECI or any successor thereto
                  ("Form W-8ECI"), and/or

                              (2) for each Lending Office located outside the
                  United States, three (3) accurate and complete signed
                  originals of Internal Revenue Service Form W-8BEN or any
                  successor thereto ("Form W-8BEN");


                                      -56-
<PAGE>

            in each case indicating that such Lender, on the date of delivery
            thereof, is entitled to receive payments of principal, interest and
            fees for the account of such Lending Office under this Agreement and
            the Notes free from withholding of United States Federal income tax;
            provided, that if the Form W-8ECI or Form W-8BEN, as the case may
            be, supplied by a Lender fails to establish a complete exemption
            from United States withholding tax as of the date such Lender
            becomes a Lender, such Lender shall, within 15 days after a written
            request from the Borrower Representative or the Administrative
            Agent, deliver to the Borrower Representative and the Administrative
            Agent the forms or other documents necessary to establish a complete
            exemption from United States withholding tax as of such date;

                        (B) if at any time such Lender changes its Lending
            Office or selects an additional Lending Office, it shall, at the
            same time or reasonably promptly thereafter (but only to the extent
            the forms previously delivered by it hereunder are no longer
            effective) deliver to the Borrower Representative and the
            Administrative Agent in replacement for the forms previously
            delivered by it hereunder:

                              (1) for such changed or additional applicable
                  Lending Office located in the United States, three (3)
                  accurate and complete signed originals of Form W-8ECI; or

                              (2) otherwise, three (3) accurate and complete
                  signed originals of Form W-8BEN;

            in each case indicating that such Lender is on the date of delivery
            thereof entitled to receive payments of principal, interest and fees
            for the account of such changed or additional Lending Office under
            this Agreement and the Notes, free from withholding of United States
            Federal income tax.

                  (iv) In addition to the documents to be furnished pursuant to
      Section 5.09(b)(iii), each Lender shall promptly deliver to the Borrower
      Representative and the Administrative Agent such other accurate and
      complete forms or similar documentation as such Lender is legally able to
      provide and as may be required from time to time by any applicable law,
      treaty, rule or regulation of any jurisdiction in order to establish such
      Lender's tax status for withholding purposes or as may otherwise be
      appropriate to eliminate or minimize any Taxes, or deduction or
      withholdings of Taxes from, on payments under this Agreement and the
      Notes, including, without limitation, copies of all signed United Kingdom
      Forms REF FD 13, certified by U.K. Inland Revenue and Internal Revenue
      Service exemption forms.

                  (v) Each Lender shall use reasonable efforts to avoid or
      minimize any amounts which might otherwise be payable by any Borrower
      pursuant to this Section 5.09(b), except to the extent that a Lender
      determines that such efforts would be disadvantageous to such Lender, as
      determined by such Lender and which determination, if made in good faith,
      shall be binding and conclusive on all parties hereto.

                  (vi) Without prejudice to the survival of any other agreement
      of any Borrower hereunder, the agreements and obligations of the Borrowers
      and the Lenders contained in this Section 5.09(b) shall survive the
      termination of this Agreement and the payment in full of the principal of,
      premium, if any, interest, and fees hereunder and under the Notes.

            (c) Subject to Section 5.03(ii), whenever any payment to be made
hereunder or under any Note 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 and, with respect to payments of principal, interest thereon shall
be payable at the applicable rate during such extension.


                                      -57-
<PAGE>

            (d) All computations of interest accruing at the Base Rate and LIBOR
(if such LIBOR Loans are made in Sterling) shall be made on the basis of a year
of 365 days for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest is payable (to the
extent computed on the basis of days elapsed), and all computations of Fees and
interest accruing at LIBOR (if such LIBOR Loans are made in Dollars) shall be
made on the basis of a year of 360 days for the actual number of days (including
the first day but excluding the last day) occurring in the period for which such
interest or fees are payable (to the extent computed on the basis of days
elapsed). Interest on the Term Loans shall be calculated from and including the
Original Closing Date but excluding the date of the repayment of all or any
portion thereof. Each determination by the Administrative Agent of the Base Rate
or LIBOR, the interest rates applicable after an Event of Default or any Fee
hereunder shall be made in good faith and, except for manifest error, shall be
final, conclusive and binding for all purposes.

            (e) Payment by any Borrower to the Administrative Agent in
accordance with the terms of this Agreement shall, as to such Borrower,
constitute payment to the applicable Lenders under this Agreement.

            (f) Any Lender not organized under the laws of the United Kingdom
must, prior to the time it becomes a Lender, furnish the Company and
Administrative Agent with forms or certificates as may be appropriate to verify
that such Lender has completed the appropriate forms and certificates and
delivered them to the Internal Revenue Service of the United States to be
processed.

      Section 5.10. Apportionment of Payments; Allocation of Proceeds from
Collateral.

            (a) Aggregate principal and interest payments in respect of Loans
shall be apportioned among all outstanding Loans to which such payments relate,
proportionately to the Lenders' respective Pro Rata Shares of such outstanding
Loans. The Administrative Agent shall promptly distribute to each Lender at its
primary address set forth beside its name on the appropriate signature page
hereof or such other address as any Lender may request, its Pro Rata Share of
all such payments received by the Administrative Agent.

Any payments received by the Administrative Agent as a result of the exercise of
remedies under Collateral Documents shall be applied as follows: first, the
costs and expenses of the Administrative Agent and any Person appointed by the
Administrative Agent or any Credit Party in connection with the exercise of
remedies under the Collateral Documents, second, to the Fees and reimbursable
expenses of the Administrative Agent then due and payable pursuant to any of the
Credit Documents; third, to the reimbursable expenses of the Lenders then due
and payable pursuant to any of the Credit Documents, pro rata to such Lenders
based upon their respective pro rata shares of such expenses; fourth, to the
Fees and interest then due and payable to the Lenders and the Issuing Bank
pursuant to any of the Credit Documents, pro rata to the Lenders and Issuing
Banks based upon their respective pro rata shares of such Fees and interest;
fifth, to the principal balance of the outstanding Swingline Loans, until the
same shall have been paid in full pro rata to the Swingline Lenders; sixth, to
the principal balance of the Revolving Loans and the Term Loans (in inverse
order of maturity), until the same shall have been paid in full, pro rata to the
Revolving Lenders and the Term Lenders based on their respective pro rata shares
of the aggregate Revolving Loans and Term Loans outstanding at the time of
application of proceeds; seventh, to the Cash Collateral Accounts to be held by
the Issuing Banks as cash collateral for the L/C Obligations then outstanding in
an amount equal to the then outstanding L/C Obligations, distributed pro rata to
the Issuing Banks based on their respective outstanding L/C Obligations, and
eighth, to the payment of any amounts then due and payable to any Lender under
any Interest Rate Contracts to which any Credit Party is a party and any Lender
is a counterparty, pro rata to the Lenders based on their respective pro rata
shares of all such obligations owed to the Lenders at such time. In the
application of the foregoing, all payments received by the Administrative Agent
as a result of the exercise of remedies under the Collateral Documents shall be
applied in such a manner that the expenses related to and proceeds of such
realization and the pro rata allocations shall be allocated to the fullest
extent possible to the Obligations specifically secured by the respective
Collateral Documents. For the avoidance of doubt, it is the intention that
expenses, proceeds and pro rata calculations relating to Collateral Documents
securing repayment of Sterling Obligations for the benefit of Sterling Lenders
shall be allocated to the Sterling Obligations. For the avoidance of doubt, it
is the intention that expenses, proceeds and pro rata calculations relating to
Collateral


                                      -58-
<PAGE>

Documents securing repayment of both Domestic and Sterling Obligations for the
benefit of both Sterling Lenders and Domestic Lenders shall be allocated to the
aggregate of such Sterling and Domestic Obligations.

      Section 5.11. Sharing of Payments, Etc. If any Lender shall obtain any
payment or reduction (including, without limitation, any amounts received as
adequate protection of a deposit treated as cash collateral under the Bankruptcy
Code but excluding principal and interest payments in respect of the Loans and
Fees paid under Section 5.05 prior to the exercise of remedies under the
Collateral Documents) of any Obligation of any Borrower hereunder (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) in excess of its Pro Rata Share of payments or reductions on account
of such obligations obtained by all Lenders, such Lender shall forthwith (i)
notify the Administrative Agent of such receipt, and (ii) purchase from the
other Lenders such participations in the affected Obligations as shall be
necessary to cause such purchasing Lender to share the excess payment or
reduction, net of costs incurred in connection therewith, ratably with each of
them, provided that if all or any portion of such excess payment or reduction is
thereafter recovered from such purchasing Lender or additional costs are
incurred, the purchase shall be rescinded and the purchase price restored to the
extent of such recovery or such additional costs, but without interest unless
such Lender obligated to return such funds is required to pay interest on such
funds at the Federal Funds Rate. The Borrowers agree that any Lender so
purchasing a participation from another Lender pursuant to this Section 5.11
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of any Borrower in the amount of such
participation.

      Section 5.12. Interest Rate Not Ascertainable; etc. In the event that the
Administrative Agent shall have determined (which determination shall be made in
good faith and, absent manifest error, shall be final, conclusive and binding
upon all parties) that on any date for determining LIBOR for any Interest
Period, by reason of (a) (i) any changes arising after the date of this
Agreement affecting the London interbank market or (ii) the Administrative
Agent's position in such markets, adequate and fair means do not exist for
ascertaining the applicable interest rate on the basis provided for in the
definition of LIBOR or (b) the interest rate for LIBOR Loans pursuant to the
basis provided for in the definition of LIBOR does not adequately reflect the
cost to the Lenders of making, funding or maintaining their LIBOR Loan for such
Interest Period then and in any such event, the Administrative Agent shall
forthwith give notice (by telephone confirmed in writing) to the Borrower
Representative and to the Lenders of such determination and a summary of the
basis for such determination. Until the Administrative Agent notifies the
Borrower Representative that the circumstances giving rise to the suspension
described herein no longer exist, (i) the obligations of the Lenders to permit
portions of the Loans to remain outstanding as LIBOR Loans shall be suspended
and (ii) (x) all such affected LIBOR Loans (other than Sterling Loans) shall
bear the same interest as Base Rate Loans, and (y) all such affected Sterling
Loans consisting of LIBOR Loans shall bear the same interest as Fourteen Day
LIBOR Loans (or if the Fourteen Day LIBOR rate is not reflective of the cost to
the Lenders of funding or maintaining any Loan from any reasonable source they
may select, interest at the rate that reflects such cost, calculated by the
Administrative Agent).

      Section 5.13. Illegality.

            (a) In the event that any Lender shall have determined (which
determination shall be made in good faith and, absent manifest error, shall be
final, conclusive and binding upon all parties) at any time that the making or
continuance of any LIBOR Loan has become unlawful by compliance by such Lender
in good faith with any applicable law, governmental rule, regulation, guideline
or order (whether or not having the force of law and whether or not failure to
comply therewith would be unlawful), then, in any such event, such Lender shall
give prompt notice (by telephone confirmed in writing) to the Borrower
Representative and to the Administrative Agent of such determination and a
summary of the basis for such determination (which notice the Administrative
Agent shall promptly transmit to the other Lenders).

            (b) Upon the giving of the notice to the Borrower Representative
referred to in subsection (a) above, each Borrower's right to request and such
Lender's obligation to fund its portion of LIBOR Loans shall be immediately
suspended, whereupon any request for a LIBOR Loan shall, as to such Lender only,
(A) if such Loan is not a Sterling Loan, be deemed to have been a request for a
Base Rate Loan and (B) if such Loan is a Sterling


                                      -59-
<PAGE>

Loan, shall be deemed to have been a request for a Loan in Sterling at such rate
of interest as is available to such Lender, and if match-funding for such
Sterling Loan is still unavailable, such request be deemed to have been a
request for a Loan in Dollars, unless and until such Lender shall advise the
Administrative Agent that the circumstances giving rise to such suspension no
longer exist. In addition, such Lender may require that all outstanding LIBOR
Loans made by it (A) if such Loans are not Sterling Loans, be converted to Base
Rate Loans, and (B) if such Loans are Sterling Loans be converted to Sterling
Loans at another available interest rate, and if such rate is unavailable, to
Dollar Loans; provided that if more than one Lender is affected at any time,
then all affected Lenders must be treated the same pursuant to this Section
5.13(b).

            (c) For purposes of this Section 5.13, a notice to the Borrower
Representative by any Lender shall be effective as to each such Loan, if lawful,
on the last day of the Interest Period currently applicable thereto and in all
other cases, such notice shall be effective on the date of receipt by the
Borrower Representative.

      Section 5.14. Increased Costs.

            (a) If, by reason of (x) after the date hereof, the introduction of
or any change (including, without limitation, any change by way of imposition or
increase of reserve requirements) in or in the interpretation of any law or
regulation, or (y) the compliance with any guideline or request from any central
bank or other Governmental Authority or quasi-governmental authority exercising
control over banks or financial institutions generally (whether or not having
the force of law):

                  (i) any Lender (or its applicable Lending Office) shall be
subject to any tax, duty or other charge with respect to its portion of a
Borrowing consisting of LIBOR Loans or its obligation to fund a portion of a
Borrowing consisting of LIBOR Loans or the basis of taxation of payments to any
Lender of the principal of or interest on its portion of a Borrowing consisting
of LIBOR Loans), or its obligation to fund a portion of a Borrowing consisting
of LIBOR Loans shall have changed (except for changes in the tax on the overall
net income of such Lender or its applicable Lending Office imposed by the
jurisdiction in which such Lender's principal executive office or applicable
Lending Office is located); or

                  (ii) any reserve (including, without limitation, any imposed
by the Board of Governors of the Federal Reserve System), special deposit or
similar requirement against assets of, deposits with or for the account of, or
credit extended by, any Lender's applicable Lending Office shall be imposed or
deemed applicable or any other condition affecting its portion of a Borrowing
consisting of LIBOR Loans or its obligation to fund a portion of a Borrowing
consisting of LIBOR Loans shall be imposed on any Lender or its applicable
Lending Office or the London interbank market;

and as a result thereof there shall be any increase in the cost to such Lender
of agreeing to make or making, funding or maintaining a portion of a Borrowing
consisting of LIBOR Loans (except to the extent already included in the
determination of the applicable interest rate in effect for such portion of a
Borrowing consisting of LIBOR Loans), or there shall be a reduction in the
amount received or receivable by such Lender or its applicable Lending Office,
then the Borrowers shall from time to time (subject, in the case of certain
Taxes, to the applicable provisions of Section 5.09(b)), upon written notice
from and demand by such Lender on the Borrower Representative (with a copy of
such notice and demand to the Administrative Agent), pay to the Administrative
Agent for the account of such Lender, within five (5) Business Days after the
date of such notice and demand, additional amounts sufficient to indemnify such
Lender against such increased cost. A certificate as to the amount of such
increased cost, submitted to the Borrower Representative and the Administrative
Agent by such Lender in good faith and accompanied by a statement prepared by
such Lender describing in reasonable detail the basis for and calculation of
such increased cost, shall, except for manifest error, be final, conclusive and
binding for all purposes.

            (b) If any Lender shall advise the Administrative Agent that at any
time, because of the circumstances described in clauses (x) or (y) in Section
5.14(a) or any other circumstances beyond such Lender's reasonable control
arising after the date of this Agreement affecting such Lender or the London
interbank market or such Lender's position in such market, that LIBOR, as
determined by the Administrative Agent, will not


                                      -60-
<PAGE>

adequately and fairly reflect the cost to such Lender of funding its portion of
a Borrowing consisting of LIBOR Loans, then, and in any such event:

                  (i) the Administrative Agent shall forthwith give notice (by
telephone confirmed in writing) to the Borrower Representative and to the other
Lenders of such advice;

                  (ii) each Borrower's right to request and such Lender's
obligation to make or permit portions of the Borrowings to remain outstanding as
a LIBOR Loan shall be immediately suspended until such Lender advises the
Administrative Agent that the reasons for such suspension no longer exist; and

                  (iii) such Lender shall make a Loan (which, in the case of a
Sterling Borrowing, shall be made in Dollars at the Dollar Equivalent thereof)
as part of the requested Borrowing consisting of LIBOR Loans as a Base Rate
Loan, which Base Rate Loan shall, for all other purposes, be considered part of
such Borrowing.

      Section 5.15. Lending Offices.

            (a) Each Lender agrees that, if requested by the Borrower
Representative, it will use reasonable efforts (subject to overall policy
considerations of such Lender) to designate an alternate Lending Office with
respect to any of its portions of LIBOR Loans affected by the matters or
circumstances described in Sections 5.12, 5.13, 5.14 and 12.20, to reduce the
liability of the Borrowers or avoid the results provided thereunder, so long as
such designation is not disadvantageous to such Lender as determined by such
Lender, which determination if made in good faith, shall be conclusive and
binding on all parties hereto. Nothing in this Section 5.15 shall affect or
postpone any of the obligations of such Borrower or any right of any Revolving
Lender provided hereunder.

            (b) If any Lender that is organized under the laws of any
jurisdiction other than the United States issues a public announcement with
respect to the closing of its lending offices in the United States such that any
withholdings or deductions and additional payments with respect to Taxes may be
required to be made by the Borrowers thereafter pursuant to Section 5.09(b),
such Lender shall use reasonable efforts to furnish the Borrower Representative
notice thereof as soon as practicable thereafter; provided, however, that no
delay or failure to furnish such notice shall in any event release or discharge
the Borrowers from their obligations to such Lender pursuant to Section 5.09(b)
or otherwise result in any liability of such Lender.

      Section 5.16. Funding Losses. Each Borrower agrees to compensate each
Lender, upon such Lender's written request to the Borrower Representative (which
request shall set forth the basis for requesting such amounts in reasonable
detail and which request shall be made in good faith and, absent manifest error,
shall be final, conclusive and binding upon all of the parties hereto), for all
losses, expenses and liabilities (including, without limitation, any interest
paid by such Lender to lenders of funds borrowed by it to make or carry its
portions of LIBOR Loans and any amounts required to be paid by any Lender as a
result of currency fluctuation of Sterling borrowed by the Sterling Borrower or
the Holdings Borrower, in either case to the extent not recovered by such Lender
in connection with the re-employment of such funds and including loss of
anticipated profits), which such Lender may sustain: (i) if for any reason
(other than a default by such Lender) a borrowing of, or conversion to or
continuation of, LIBOR Loans to such Borrower does not occur on the date
specified therefor in a notice given by the Borrower Representative to the
Administrative Agent as provided herein (whether or not withdrawn), (ii) if any
repayment (including mandatory prepayments and any conversions pursuant to
Section 5.13(b) or Section 5.14) of any LIBOR Loans to such Borrower occurs on a
date which is not the last day of an Interest Period applicable thereto, or
(iii), if, for any reason, such Borrower defaults in its obligation to repay its
LIBOR Loans when required by the terms of this Agreement.

      Section 5.17. Assumptions Concerning Funding of LIBOR Loans. Calculation
of all amounts payable to a Lender under this Agreement shall be made as though
that Lender had actually funded its portions of relevant LIBOR Loans through the
purchase of deposits in the relevant market bearing interest at the rate
applicable to such LIBOR Loans in an amount equal to the amount of its portions
of the LIBOR Loans and


                                      -61-
<PAGE>

having a maturity comparable to the relevant Interest Period and, in the case of
LIBOR Loans, through the transfer of such LIBOR Loans from an offshore office of
that Lender to a U. S. office of that Lender in the United States; provided,
however, that each Lender may fund its portions of each of the LIBOR Loans in
any manner it sees fit and the foregoing assumption shall be used only for
calculation of amounts payable under Sections 5.13 through 5.16.

      Section 5.18. Capital Adequacy. Without limiting any other provision of
this Agreement, in the event that any Lender shall have determined that any law,
treaty, governmental (or quasi-governmental) rule, regulation, guideline or
order regarding capital adequacy not currently in effect or fully applicable as
of the Closing Date, or any change therein or in the interpretation or
application thereof, or compliance by such Lender with any request or directive
regarding capital adequacy not currently in effect or fully applicable as of the
Closing Date (whether or not having the force of law and whether or not failure
to comply therewith would be unlawful) from a central bank or Governmental
Authority or body having jurisdiction, does or shall have the effect of reducing
the rate of return on the capital of such Lender or any corporation owning or
controlling such Lender as a consequence of its obligations hereunder to a level
below that which such Lender could have achieved but for such law, treaty, rule,
regulation, guideline or order, or such change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy) by an
amount deemed by such Lender to be material, then within ten (10) days after
written notice and demand by such Lender to the Borrower Representative (with
copies thereof to the Administrative Agent), each Borrower agrees to pay such
Lender additional amounts sufficient to compensate such Lender for such
reduction. Each certificate as to the amount payable under this Section 5.18
(which certificate shall set forth the basis for requesting such amounts in
reasonable detail), submitted to the Borrower Representative by any Lender in
good faith, shall, absent manifest error, be final, conclusive and binding for
all purposes.

      Section 5.19. Right to Replace Lenders. If (i) any Taxes referred to in
Section 5.09(b) have been levied or imposed so as to require withholdings or
deductions by any Borrower and payment by any Borrower of additional amounts to
any Lender as a result thereof, (ii) any Lender determines that LIBOR is illegal
pursuant to Section 5.13, or (iii) any Lender shall make demand for payment of
increased costs or reduced rate of return pursuant to Section 5.14 or Section
5.18, then and in such event, upon request from the Borrower Representative
delivered to such Lender and the Administrative Agent, such Lender shall assign,
in accordance with the provisions of Section 12.06(c), all of its rights and
obligations under this Agreement and the other Credit Documents to another
Lender or another financial institution selected by Borrower Representative and
acceptable to the Administrative Agent, in consideration for (x) the payment by
such assignee to the Lender of the principal of, and interest on, the
outstanding Loans accrued to the date of such assignment, and the assumption of
such Lender's Commitments hereunder, together with any and all other amounts
owing to such Lender under any provisions of this Agreement or the other Credit
Documents accrued to the date of such assignment and (y) the payment by the
Borrowers of all compensation payments required pursuant to Section 5.16;
provided, however, Lenders subject to this Section 5.19 shall be treated in a
substantially identical manner.

      Section 5.20. Failure to Pay in Appropriate Currency. If the Sterling
Borrower or the Holdings Borrower is unable for any reason to effect payment of
a Sterling Loan in Sterling as required hereunder or if the Sterling Borrower or
the Holdings Borrower shall default in the payment when due of any payment in
Sterling, the Lenders may, at their option, require such payment to be made to
the Administrative Agent in the Dollar Equivalent of such Sterling payment at
the Administrative Agent's Payment Office specified for payments of Loans in US
Dollars. In any such case, each of the Sterling Borrower and the Holdings
Borrower agrees to hold Lenders harmless from any loss incurred by such Lender
arising from any change in the value of US Dollars in relation to Sterling
between the date such payment became due and the date of payment thereof.

      Section 5.21. Effect of Monetary Union. If the country of any national
currency in which any amount is expressed to be payable under this Agreement
participates in the Economic and Monetary Union in accordance with article 109J
of the treaty on the European Union, then:


                                      -62-
<PAGE>

            (a)   any amount expressed to be payable under this Agreement in
                  that national currency shall be made in that national currency
                  or in Euro as the Administrative Agent may, by not less than
                  three Business Days' notice to the relevant Borrower to that
                  effect, require;

            (b)   any amount so required to be paid in Euros shall be converted
                  from that national currency at the rate stipulated pursuant to
                  Article 109L(4) of the Treaty on European Union and payment of
                  the amount in Euros derived from such conversion shall
                  discharge the obligation of the relevant party to pay such
                  national currency amount in accordance with, and subject to,
                  the Regulation(s) made pursuant to Article 109L(4); and

            (c)   after consultation with the relevant Borrower, the
                  Administrative Agent shall be entitled to make such amendments
                  to this Agreement as it may reasonably determine to be
                  necessary to take account of monetary union and any consequent
                  changes in market practices (whether as to the settlement or
                  rounding of obligations, the calculation of interest or
                  otherwise howsoever).

                                  ARTICLE VI.

                               CONDITIONS TO LOANS

            The obligation of each Lender to make the Loans to the Borrowers,
and the obligation of each Issuing Bank to issue any L/C on behalf of the
Domestic Borrower or the Sterling Borrower, hereunder is subject to the
satisfaction of the following conditions:

      Section 6.01. Conditions Precedent to the Effectiveness of this Agreement.
On the Closing Date:

            (a) all Obligations of all Borrowers incurred at or prior to such
date (including, without limitation, the obligation of the Borrowers to pay the
Fees due on the Closing Date and to reimburse the reasonable fees and expenses
of King & Spalding and Theodore Goddard, special counsel to the Administrative
Agent, and any expenses payable to the Arranger, the Administrative Agent and
the Lenders as previously agreed with any Borrower), shall have been paid in
full,

            (b) no action, proceeding, investigation, regulation or legislation
shall have been instituted, or to the knowledge of any Borrowers, threatened or
proposed before any court, governmental agency or legislative body to enjoin,
restrain, or prohibit, or to obtain substantial damages in respect of, or which
is related to or arises out of, this Agreement or the consummation of the
transactions contemplated hereby, or which, in Administrative Agent's and the
Required Lenders' reasonable discretion, would make it inadvisable to consummate
the transactions contemplated by this Agreement;

            (c) the Borrowers and the Subordinated Noteholders shall have
executed and delivered the Subordinated Note Documents, which shall be in form
and substance satisfactory to the Agent and Lenders, and the Agent shall have
received copies thereof, and the Agent and Lenders shall be satisfied that all
conditions precedent to the funding of an additional $8,800,000 in Subordinated
Notes thereunder shall have been contemporaneously satisfied or waived;

            (d) the Domestic Borrower shall have completed an issuance of equity
securities to Sun Capital Holdings LLC, the cash proceeds of which shall be
Three Million Dollars ($3,000,000);

            (e) the Administrative Agent shall have received the following, in
form and substance satisfactory in all respects to the Administrative Agent;


                                      -63-
<PAGE>

                  (i) duly executed counterparts of this Agreement;

                  (ii) the duly completed and executed Notes,

                  (iii) the duly executed counterparts of the Fee Letter;

                  (iv) the duly executed counterparts of the amendment to the
Domestic Borrower Security Agreement, together with UCC financing statements and
other applicable documents under the laws of the jurisdictions of each Credit
Party with respect to the perfection of the Liens granted under the Security
Agreements, as requested by the Administrative Agent in order to perfect such
Liens, duly executed by the Credit Parties;

                  (v) the duly executed counterparts of the amendment to the
Parent Guaranty;

                  (vi) the duly executed counterparts of the Senior
Subordination Agreement;

                  (vii) duly executed copies the Subordinated Note Documents,
together with evidence that all conditions precedent to the effectiveness of the
Subordinated Note Documents have been contemporaneously satisfied or waived, all
transactions contemplated by the Subordinated Note Documents have been
consummated;

                  (viii) the duly executed counterparts of the Junior
Subordination Agreement;

                  (ix) the duly executed counterparts of the Lenders' Warrant;

                  (x) the duly executed counterparts of the Administrative
Agent's Warrant;

                  (xi) the duly executed counterparts of the Registration Rights
Agreement;

                  (xii) the duly executed counterparts of the Post-Closing
Agreement;

                  (xiii) the duly executed consent of SunTrust Bank pursuant to
that certain Master Lease Agreement dated April 8, 1996, by and between Catalina
Industries, Inc. and SunTrust Bank;

                  (xiv) the duly executed consent of SunTrust Bank pursuant to
that certain Letter of Credit Agreement dated May 1, 1995, by and between
Catalina Industries, Inc. and SunTrust Bank;

                  (xv) a certificate of the Borrowers in substantially the form
of Exhibit F attached hereto and appropriately completed;

                  (xvi) certificates of the Secretary or Assistant Secretary (or
comparable officer) of each Credit Party, attaching and certifying copies of its
bylaws or other organizational documents and of the resolutions of its boards of
directors, or the equivalent, authorizing the execution, delivery and
performance of the Credit Documents to which such Credit Party is a party and
certifying the name, title and true signature of each officer of such Credit
Party executing the Credit Documents on such Credit Party's behalf;

                  (xvii) certified copies of the certified articles of
incorporation or the equivalent, as the case may be, of each Credit Party,
together with certificates of good standing or existence (or in the case of each
member of the Sterling Borrower Group and the Holdings Borrower certified copies
of its memorandum and articles, board resolutions and certificates of
incorporation), as may be available from the jurisdiction of organization of
such Credit Party and each other jurisdiction where such Credit Party is
required to be qualified to do business as a foreign corporation;

                  (xviii) a duly executed Borrowing Base Certificate dated as of
the Closing Date;


                                      -64-
<PAGE>

                  (xix) a duly executed Domestic Revolving Notice of Borrowing
and Sterling Revolving Notice of Borrowing, if necessary, and appropriate
Sterling Revolving Notices of Continuation and Domestic Revolving Notices of
Conversion/Continuation;

                  (xx) a disbursement letter executed by the Borrowers;

                  (xxi) certified copies of all consents, Governmental
Approvals, authorizations, registrations and filings and orders required or
advisable to be made or obtained under any Requirement of Law or by any
Contractual Obligation of each Credit Party, in connection with the execution,
delivery, performance, validity and enforceability of the Credit Documents or
any of the transactions contemplated thereby, and such consents, Governmental
Approvals, authorizations, registrations, filings and orders shall be in full
force and effect and all applicable waiting periods shall have expired;

            (xxii) the favorable legal opinion of (i) Janet Ailstock, counsel to
the Domestic Borrower; (ii) Gibson, Dunn & Crutcher LLP and (iii) Addleshaw
Booth & Co., counsel to the Sterling Borrower, the Holdings Borrower and each
other Foreign Subsidiary organized in the UK, each in form and substance
satisfactory to the Lenders, addressed to the Administrative Agent and each of
the Lenders, and covering matters as the Lenders and Administrative Agent may
request;

                  (xxiii) a solvency certificate executed by the chief financial
officer, treasurer or executive vice president of each Credit Party;

                  (xxiv) except as otherwise disclosed in public filings made
with the Securities and Exchange Commission or otherwise disclosed to the
Lenders in writing, there shall not have occurred a material adverse change
since September 30, 2000, in the business, assets, liabilities (actual or
contingent), operations, conditions (financial or otherwise) or prospects of the
Consolidated Companies taken as a whole or in the facts and information
regarding such entities as represented to date;

                  (xxv) receipt of all other documents and information as
Administrative Agent reasonably requests;

                  (xxvi) the duly executed acknowledgement and consent of each
Guarantor attached hereto.

      Section 6.02. Conditions Precedent to Each Loan and Each L/C. It shall be
a further condition precedent that at the time of the making of each Loan and
the issuance of each L/C (before as well as after giving effect to such Loans
and Letters of Credit and the proposed use of the proceeds thereof) the
following statements must be true:

            (a) with respect to each Loan and each L/C, the most recent
Borrowing Base Certificate delivered to the Administrative Agent pursuant to
Section 8.07(e) shall demonstrate that, after giving effect to the making of
such Loan or the issuance of such L/C, as the case may be, the Borrowing
Availability will not be less than zero; and

            (b) the use of proceeds from such Loan will not contravene, violate
or conflict with, or involve the Administrative Agent or any Lender in a
violation of, any law, rule, injunction or regulation, or determination of any
court of law or other Governmental Authority;

            (c) all legal proceedings and all other legal matters in connection
with the authorization, legality, validity and enforceability of the Credit
Documents shall have been reasonably satisfactory in form and substance to the
Lenders;

            (d) no Default or Event of Default shall exist at such time or arise
from the making of such Loan or the issuing of such L/C;


                                      -65-
<PAGE>

            (e) all representations and warranties contained in the Credit
Documents shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as of
the date that such Loan is made or such L/C is issued;

            (f) since the date of the most recent financial statements of the
Domestic Borrower and its Subsidiaries described in Section 7.14 or, if later,
delivered to the Lenders pursuant to Section 8.07(a) or (b), there shall have
been no event or change which has had or could reasonably be expected to have a
Materially Adverse Effect; and

            (g) the Administrative Agent shall have received such other
documents, certificates, information or legal opinions as the Lenders may
reasonably request, all in form and substance reasonably satisfactory to the
Lenders.

Each Notice of Borrowing given by the Borrower Representative or any Borrower in
accordance with the terms hereof and the acceptance by the Borrower
Representative or any Borrower of the proceeds of any Loan, and each request for
an L/C given by the Borrower Representative or any Borrower in accordance with
the terms hereof, shall constitute a representation and warranty by all
Borrowers, made as of the time of the making of such Loan or the issuance of
such L/C that the conditions specified in this Section 6.02 have been fulfilled
as of such time. In the event that, in connection with the delivery of any such
Notice of Borrowing, any Borrower is required to amend any item of any Schedule
of this Agreement in order that the statement set forth in Section 6.02(e) shall
be true and correct, the Borrower's Representative shall deliver to the
Administrative Agent at least five (5) Business Days prior to the date of
Borrowing or L/C issuance requested or to be requested, a request that such item
of such Schedule be amended, and the Administrative Agent shall promptly forward
such request to the Lenders. To the extent that the Required Lenders in their
sole and absolute discretion agree to such requested amendment or otherwise
agree, in their sole and absolute discretion, to make any Loans or issue any
L/C's after receipt of such request, the representations and warranties proposed
to be amended by such requested amendment to such Schedule will be deemed
amended for purposes of this Agreement.

      Section 6.03. Effect of Amendment and Restatement. Upon the effectiveness
of this Agreement pursuant to Section 6.01, from and after the Closing Date: (a)
the terms and conditions of the Original Credit Agreement, as amended by the
August 18, 2000 Amendment and Restatement and as Amended by the September 22,
2000 Amendment and Restatement, shall be amended as set forth herein and, as so
amended, shall be restated in their entirety; (b) this Agreement shall not in
any way release or impair the Obligations or Liens created pursuant to the
Original Credit Agreement, as amended by the August 18, 2000 Amendment and
Restatement and as Amended by the September 22, 2000 Amendment and Restatement,
or any other Credit Document (as defined therein) or affect the relative
priorities thereof, in each case to the extent in force and effect thereunder as
of the Closing Date and except as modified hereby or by documents, instruments
and agreements executed and delivered in connection herewith, and all of such
Obligations and Liens are assumed, ratified and affirmed by Borrowers; (c) the
Obligations incurred under the Original Credit Agreement, as amended by the
August 18, 2000 Amendment and Restatement and as Amended by the September 22,
2000 Amendment and Restatement, shall, to the extent outstanding on the Closing
Date, continue outstanding under this Agreement and shall not be deemed to be
paid, released, discharged or otherwise satisfied by the execution of this
Agreement, and this Agreement shall not constitute a refinancing, substitution
or novation of such Obligations or any of the other rights, duties and
obligations of the parties hereunder; (d) the execution, delivery and
effectiveness of this Agreement shall not operate as a waiver of any right,
power or remedy of the Lenders or the Administrative Agent under the Original
Credit Agreement, as amended by the August 18, 2000 Amendment and Restatement,
nor constitute a waiver of any covenant, agreement or obligation under the
Original Credit Agreement, as amended by the August 18, 2000 Amendment and
Restatement and as Amended by the September 22, 2000 Amendment and Restatement,
except to the extent that any such covenant, agreement or obligation is no
longer set forth herein or is modified hereby; and (e) any and all references to
the Original Credit Agreement in each and every Collateral Document and all
other Credit Documents shall, without further action of the parties, be deemed a
reference to the Original Credit Agreement, as amended by the August 18, 2000
Amendment and Restatement, as amended by the September 22, 2000 Amendment and
Restatement, as amended and restated by this Agreement, and as this Agreement
shall be further amended, restated, supplemented or otherwise modified from time
to time.


                                      -66-
<PAGE>

                                  ARTICLE VII.

                         REPRESENTATIONS AND WARRANTIES

      Each Borrower (as to itself and all other Consolidated Companies)
represents and warrants that the following statements are, and after giving
effect to the Acquisition will be, true and correct:

      Section 7.01. Organizational Existence; Compliance with Law. Each of the
Consolidated Companies (i) is duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its organization, (ii) has the
corporate or other organizational power and authority and the legal right to own
and operate its property and to conduct its business, (iii) is duly qualified as
a foreign corporation or other organization and in good standing under the laws
of each jurisdiction where its ownership of property or the conduct of its
business requires such qualification, except where a failure to be so qualified
could not reasonably be expected to have a Materially Adverse Effect, and (iv)
is in compliance with all Requirements of Law except where the failure to be in
compliance could not reasonably be expected to have a Materially Adverse Effect
and has not received any notice of any violation of any Requirement of Laws that
could reasonably be expected to have a Materially Adverse Effect.

      Section 7.02. Organizational Power; Authorization. Each Credit Party has
the corporate or other organizational power and authority to make, deliver and
perform the Credit Documents to which it is a party and has taken all necessary
corporate or other organizational action to authorize the execution, delivery
and performance of the Credit Documents to which it is a party. No consent,
Governmental Approval, authorization of, or registration or filing with, any
Person under any material Contractual Obligation, with any Person under the
articles of incorporation or bylaws of any Credit Party, or with any
Governmental Authority is required in connection with the execution, delivery or
performance by any Credit Party, or the validity or enforceability against any
Credit Party of the Credit Documents to which it is a party or any of the
transactions contemplated thereby, other than such consents, Governmental
Approvals, authorizations, registrations or filings which have been made or
obtained and are in full force and effect.

      Section 7.03. Enforceable Obligations. This Agreement has been duly
executed and delivered, and each other Credit Document will be duly executed and
delivered, by the Credit Parties, and this Agreement constitutes, and each other
Credit Document when executed and delivered will constitute, legal, valid and
binding obligations of the Credit Parties, enforceable against them in
accordance with their respective terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the enforcement of creditors' rights generally and by general principles of
equity.

      Section 7.04. No Legal Bar. The execution, delivery and performance by the
Credit Parties of the Credit Documents to which it is a party will not violate
any Requirement of Law or cause a breach or default under any of their
respective Contractual Obligations, articles of incorporation or bylaws.

      Section 7.05. No Material Litigation. Except as set forth on schedule
7.05, no litigation, investigations or proceedings of or before any Governmental
Authority are pending or, to the knowledge of any Credit Party, threatened by or
against any of the Consolidated Companies, or against any of their respective
properties or revenues, existing or future (a) with respect to any Credit
Document or any of the transactions contemplated hereby, or (b) which, if
adversely determined, could reasonably be expected to have a Materially Adverse
Effect.

      Section 7.06. Investment Company Act, Etc. No Credit Party is an
"investment company" or a company "controlled" by an "investment company" (as
each of the quoted terms is defined or used in the Investment Company Act of
1940, as amended). Other than the provisions of ss.151 of the Companies Act of
1985, no Credit Party is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, or any foreign, federal or local
statute or regulation limiting its ability to incur indebtedness for money


                                      -67-
<PAGE>

borrowed, guarantee such indebtedness, or pledge its assets to secure such
indebtedness, as contemplated hereby or by any other Credit Document.

      Section 7.07. Margin Regulations. No part of the proceeds of any of the
Loans will be used for any purpose which violates, or which would be
inconsistent or not in compliance with, the provisions of the applicable Margin
Regulations.

      Section 7.08. Compliance With Environmental Laws. Except as set forth on
Schedule 7.08 or as would not reasonably be expected to result in penalties,
fines, claims or other liabilities (including, without limitation, remediation
costs and expenses) to the Consolidated Companies in amounts in excess of
$100,000 either individually or in the aggregate:

            (a) The Consolidated Companies have received no notices of claims or
potential liability under, and are in compliance with, all applicable
Environmental Laws.

            (b) None of the Consolidated Companies has received during the
period from January 1, 1990 through the date of this Agreement, any notice of
violation, or notice of any action, either judicial or administrative, from any
Governmental Authority (whether United States or foreign) relating to the actual
or alleged violation of any Environmental Law, including, without limitation,
any notice of any actual or alleged spill, leak, or other release of any
Hazardous Substance, waste or hazardous waste by any Consolidated Company or its
employees or agents, or as to the existence of any contamination on any
properties owned by any Consolidated Company.

            (c) The Consolidated Companies have obtained, and are in compliance
with, all necessary governmental permits, licenses and Governmental Approvals
which are material to the operations conducted on their respective properties,
including without limitation, all required permits, licenses and approvals for
(i) the emission of air pollutants or contaminates, (ii) the treatment or
pretreatment and discharge of waste water or storm water, (iii) the treatment,
storage, disposal or generation of hazardous wastes, (iv) the withdrawal and
usage of ground water or surface water, and (v) the disposal of solid wastes.

      Section 7.09. Insurance. All insurance currently maintained by the
Consolidated Companies is described on Schedule 7.09. The Consolidated Companies
currently maintain insurance with respect to their respective properties and
businesses, with financially sound and reputable insurers, having coverages
against losses or damages of the kinds customarily insured against by reputable
companies in the same or similar businesses, such insurance being in amounts no
less than those amounts which are customary for such companies under similar
circumstances. The Consolidated Companies have paid all of insurance premiums
now due and owing with respect to such insurance policies and coverages, and
such policies and coverages are in full force and effect.

      Section 7.10. No Default. None of the Consolidated Companies is in default
under or with respect to any Contractual Obligation in any respect which has had
or could reasonably be expected to have a Materially Adverse Effect.

      Section 7.11. No Burdensome Restrictions. None of the Consolidated
Companies is a party to or bound by any Contractual Obligation or Requirement of
Law which has had or could reasonably be expected to have a Materially Adverse
Effect.

      Section 7.12. Taxes. Each of the Consolidated Companies have filed or
caused to be filed all material declarations, reports and tax returns which are
required to have been filed, and has paid all taxes, custom duties, levies,
charges and similar contributions ("taxes" in this Section 7.12) shown to be due
and payable on said returns or on any assessments made against it or its
properties, and all other taxes, fees or other charges imposed on it or any of
its properties by any Governmental Authority (other than those (i) the amount or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided in its books and (ii) for which an extension has been filed); and no
tax


                                      -68-
<PAGE>

liens have been filed and, to the knowledge of any Consolidated Company, no
claims are being asserted with respect to any such taxes, fees or other charges.

      Section 7.13. Subsidiaries. Except as set forth on Schedule 7.13, the
Borrowers have no Subsidiaries, and no Consolidated Company is a joint venture
partner or general partner in any partnership. Each Subsidiary listed in Part A
of Schedule 7.13 is an Active Subsidiary and each Subsidiary listed in Part B of
Schedule 7.13 is a Dormant Subsidiary.

      Section 7.14. Financial Statements. The Domestic Borrower and the Sterling
Borrower have furnished to the Administrative Agent (i) the audited consolidated
balance sheet of the Domestic Borrower and its consolidated subsidiaries as at
September 30, 1999 and of Sterling Borrower and its consolidated subsidiaries as
at June 30, 1999, as well as the related consolidated statements of income,
shareholders' equity and cash flows for the Fiscal Year then ended, including in
each case the related schedules and notes, (ii) the unaudited consolidated
balance sheet of the Domestic Borrower and its consolidated subsidiaries for the
Fiscal Quarters ending December 31, 1999 and March 31, 2000 and of the Sterling
Borrower and its consolidated subsidiaries for the six month period ending
December 31, 1999 and the Fiscal Quarter ending March 31, 2000, and the related
unaudited consolidated statements of income, shareholders' equity, and cash
flows for each of the periods then ended, (iii) the Pro Forma Balance Sheet
which was based on the unaudited consolidated balance sheet of the Domestic
Borrower dated as of March 31, 2000, and (iv) the Projections. The foregoing
financial statements fairly present in all material respects the financial
condition of the Domestic Borrower and its consolidated subsidiaries and of the
Sterling Borrower and its consolidated subsidiaries as at the dates thereof and
results of operations for such periods in conformity with GAAP consistently
applied. The Consolidated Companies taken as a whole do not have any material
contingent obligations, contingent liabilities, or material liabilities for
known taxes, long-term leases or unusual forward or long-term commitments not
reflected in the foregoing financial statements or the notes thereto. Since
September 30, 1999 there have been no changes with respect to the Domestic
Borrower and its consolidated subsidiaries or with respect to the Sterling
Borrower and its consolidated subsidiaries which have had or could reasonably be
expected to have, singly or in the aggregate, a Materially Adverse Effect.

      Section 7.15. ERISA. Except as disclosed on Schedule 7.15:

            (a) Identification of Plans. (1) None of the Consolidated Companies
maintains or contributes to or has an obligation to contribute to, a Plan that
is an "employee pension benefit plan" as defined in Section 3(2) of ERISA or any
plan, program or arrangement that provides for deferred compensation, (2) none
of the Consolidated Companies nor any of their respective ERISA Affiliates in
the last five years has maintained or contributed to or has had an obligation to
contribute to, a Plan that is subject to Title IV of ERISA, and (3) none of the
Consolidated Companies maintains or contributes to any Foreign Plan;

            (b) Compliance. Each Plan maintained by a Consolidated Company is by
its terms and in operation, in substantial compliance with all applicable laws,
and no Consolidated Company has been assessed, and to the knowledge of
Borrowers, is subject to, any tax or penalty with respect to any Plan of such
Consolidated Company or any ERISA Affiliate thereof, including without
limitation, any tax or penalty under Title I or Title IV of ERISA or under
Chapter 43 of the Tax Code, or any tax or penalty resulting from a loss of
deduction under Sections 162, 404, or 419 of the Tax Code;

            (c) Liabilities. The Consolidated Companies have not been assessed
and to the knowledge of the Borrowers are not subject to, any material monetary
liabilities (including withdrawal liabilities) with respect to any Plans or
Foreign Plans of such Consolidated Companies or any of their ERISA Affiliates,
including without limitation, any liabilities arising from Titles I or IV of
ERISA, other than obligations to fund benefits under an ongoing Plan and to pay
current contributions, expenses and premiums with respect to such Plans or
Foreign Plans;

            (d) Funding. The Consolidated Companies and, with respect to any
Plan which is subject to Title IV of ERISA, each of their respective ERISA
Affiliates, have made full and timely payment of all amounts (A) required to be
contributed under the terms of each Plan and applicable law, and (B) required to
be paid as expenses


                                      -69-
<PAGE>

(including PBGC or other premiums) of each Plan, and no Plan subject to Title IV
of ERISA has an "amount of unfunded benefit liabilities" (as defined in Section
4001 (a)(18) of ERISA), determined as if such Plan terminated on any date on
which this representation and warranty is deemed made. The Consolidated
Companies are subject to no liabilities with respect to post-retirement medical
benefits;

            (e) Prohibited Transactions. No Consolidated Company has engaged in,
or has any knowledge of, any non-exempt prohibited transaction (within the
meaning of Section 406 of ERISA or Section 4975 of the Tax Code) with respect to
any Plan.

            (f) Qualification of Plans. A favorable determination as to the
qualification under Section 401(a) of the Tax Code has been made by the Internal
Revenue Service with respect to each Plan intended to be qualified under Section
401(a) of the Tax Code and, to the best knowledge of each of the Consolidated
Companies, nothing has occurred since the date of such determination that could
adversely affect such qualification.

            (g) Withdrawal. None of the Consolidated Companies nor any of their
respective ERISA Affiliates has:

                  (i) ceased operations at a facility so as to become subject to
the provisions of Section 4062(e) of ERISA,

                  (ii) withdrawn as a substantial employer so as to become
subject to the provisions of Section 4063 of ERISA,

                  (iii) ceased making contributions to any "employee pension
benefit plan" subject to the provisions of Section 4064(a) of ERISA to which any
of the Consolidated Companies or any of their respective ERISA Affiliates made
contributions,

                  (iv) incurred or caused to occur a "complete withdrawal"
(within the meaning of Section 4203 of ERISA) or a "partial withdrawal" (within
the meaning of Section 4205 of ERISA) from a Multiemployer Plan so as to incur
withdrawal liability under Section 4201 of ERISA (without regard to subsequent
reduction or waiver of such liability under Sections 4207 or 4208 of ERISA), or

                  (v) been a party to any transaction or agreement under which
the provisions of Section 4204 of ERISA were applicable and which could
reasonably be expected to result in liability for any of the Consolidated
Companies.

            (h) Proceedings. There are no actions, suits or claims pending
(other than routine claims for benefits) or, to the knowledge of any
Consolidated Companies, which could reasonably be expected to be asserted,
against any Plan maintained for employees or the assets of any such Plan. No
civil or criminal action brought pursuant to the provisions of Title I, Subtitle
B, Part 5 of ERISA, is pending or, to the best knowledge of any of the
Consolidated Companies, threatened against any fiduciary or any Plan.

      Section 7.16. Patents, Trademarks, Copyrights, Licenses, Etc. (x) The
Consolidated Companies have obtained and hold in full force and effect or have
the right to use all material patents, trademarks, service marks, trade names,
copyrights, licenses and other such rights, free from burdensome restrictions,
which are necessary for the operation of their respective businesses as
presently conducted, and (y) no product, process, method, service or other item
presently sold by or employed by any Consolidated Company in connection with
such business infringes any patents, trademark, service mark, trade name,
copyright, license or other right owned by any other Person, and (z) there is
not presently pending, or to the knowledge of any Consolidated Company,
threatened, any material claim or litigation against or affecting any
Consolidated Company contesting such Person's right to sell or use any such
product, process, method, substance or other item.


                                      -70-
<PAGE>

      Section 7.17. Ownership of Property. Each Consolidated Company has good
and marketable fee simple title to or a valid leasehold interest in all of its
real property and good title to, or a valid leasehold interest in, all of its
other property, as such properties are reflected in the consolidated balance
sheet of the such Credit Party as of September 30, 1999 referred to in Section
7.14, other than properties disposed of in the ordinary course of business since
such date, subject to no Lien or title defect of any kind, except Permitted
Liens. Each Credit Party enjoys peaceful and undisturbed possession under all of
their respective leases.

      Section 7.18. Indebtedness. Except as set forth on Schedule 9.01, none of
the Consolidated Companies is an obligor in respect of any Indebtedness for
borrowed money in a principal amount of $250,000 or more, or any commitment to
create or incur any Indebtedness for borrowed money in a principal amount of
$250,000 or more.

      Section 7.19. Financial Condition. On the Closing Date and after giving
effect to the transactions contemplated by this Agreement and the other Credit
Documents, (i) the assets of each Credit Party, at fair valuation and based on
their present fair saleable value on a going concern, will exceed such Credit
Party's debts, including contingent liabilities, as such liabilities may be
limited under the express terms of any Guaranty Agreement, (ii) the remaining
capital of each Credit Party will not be unreasonably small to conduct such
Credit Party's business, and (iii) no Credit Party will have incurred debts, or
have intended to incur debts, beyond its ability to pay such debts as they
mature. For purposes of this Section 7.19, "debt" means any liability on a
claim, and "claim" means (a) the right to payment, whether or not such right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (b)
the right to an equitable remedy for breach of performance if such breach gives
rise to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured.

      Section 7.20. Labor Matters. There are no strikes, lockouts or other
material labor disputes or grievances against any of the Consolidated Companies,
or, to any Credit Party's knowledge, threatened against or affecting any
Consolidated Company, and no significant unfair labor practice, charges or
grievances are pending against any Consolidated Company, to any Credit Party's
knowledge, threatened against any of them before any Governmental Authority. All
payments due from the any Consolidated Company pursuant to the provisions of any
collective bargaining agreement have been paid or accrued as a liability on the
books of such Consolidated Company, except where the failure to do so could not
reasonably be expected to have a Materially Adverse Effect.

      Section 7.21. Payment or Dividend Restrictions. Except as described on
Schedule 7.21, none of the Consolidated Companies is party to or subject to any
agreement or understanding restricting or limiting the payment of any dividends
or other distributions by any such Consolidated Companies.

      Section 7.22. Representations and Warranties Relating to Accounts. With
respect to all Eligible Accounts, each Borrower hereby warrants and represents
to the Administrative Agent and the Lenders that:

                  (i) They are genuine and in all respects what they purport to
be, and they are not evidenced by judgments;

                  (ii) They arise out of completed, bona fide sales of goods or
rendition of services by the Domestic Borrower or the Sterling Borrower, as the
case may be, in the ordinary course of its business and in accordance with the
terms and conditions of all purchase orders, contracts or other documents
relating thereto and forming a part of the contract between the Domestic
Borrower or the Sterling Borrower, as the case may be, and the Account Debtor,

                  (iii) They are for liquidated amounts maturing as stated in
the duplicate invoice covering such sale or rendition of services, copies of
which have been furnished or are available to the Administrative Agent;


                                      -71-
<PAGE>

                  (iv) Neither the Domestic Borrower nor the Sterling Borrower
has made an agreement with any Account Debtor thereunder for any deduction
therefrom, except discounts or allowances which are granted by the Domestic
Borrower or the Sterling Borrower, as the case may be, in the ordinary course of
its business for prompt payment or volume purchases and which are reflected in
the calculation of the net amount of each respective invoice related thereto;

                  (v) There are no facts, events or occurrences of which the
Domestic Borrower or the Sterling Borrower has knowledge which in any way impair
the validity or enforceability thereof or which will reduce the amount payable
thereunder from the face amount of the invoice and statements delivered to the
Administrative Agent with respect thereto;

                  (vi) To the best of the Domestic Borrower's knowledge and the
Sterling Borrower's knowledge, the Account Debtors thereunder had the capacity
to contract at the time any contract or other document giving rise to the
Accounts were executed and such Account Debtors are solvent; and

                  (vii) No Borrower has knowledge of any fact or circumstance
which would impair the validity or collectibility of the Accounts, and to the
best of the Domestic Borrower's and the Sterling Borrower's knowledge there are
no proceedings or actions which are threatened or pending against any Account
Debtor thereunder which might result in any material adverse change in such
Account Debtor's financial condition or the collectibility of such Account.

      Section 7.23. Representations and Warranties Relating to Inventory. Except
as specifically disclosed to and acknowledged by the Administrative Agent in
writing, with respect to all Eligible Inventory reflected in a Borrowing Base
Certificate, the Administrative Agent may rely upon all statements, warranties,
or representations made in such Borrowing Base Certificate in determining the
classification of such Inventory and in determining which items of Inventory
listed in such Borrowing Base Certificate are Eligible Inventory as of the date
of such Borrowing Base Certificate.

      Section 7.24. Ownership of Stock of the Borrowers. As of the Closing Date,
the Stock of the Consolidated Companies, other than the Domestic Borrower, is
owned by the parties listed on Schedule 7.24 in the amounts set forth on such
schedule. Except as described on Schedule 7.24 attached hereto, no Borrower has
outstanding any stock or securities convertible into or exchangeable for any
shares of its Stock, nor are there any preemptive or similar rights to subscribe
for or to purchase, or any other 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 or any
character relating to, any Stock or any stock or securities convertible into or
exchangeable for any Stock. Except as set forth on Schedule 7.24 hereto, each
Borrower is not subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its Stock or to register
any shares of its Stock, and there are no agreements restricting the transfer of
any shares of the Company's Stock

      Section 7.25. Disclosure. No representation or warranty contained in the
Credit Documents or in any other document furnished from time to time to the
Administrative Agent or the Lenders by the Borrowers, their advisors, counsel or
representatives pursuant to the terms of this Agreement, contains or will
contain any untrue statement of a material fact or omits or will omit to state
any material fact necessary to make the statements herein or therein not
misleading as of the date made or deemed to be made. Except as may be set forth
herein, there is no fact known to any Credit Party which has had, or is
reasonably expected to have, a Materially Adverse Effect.

      Section 7.26. Subordination of Subordinated Indebtedness. This Agreement,
and all amendments, modifications, extensions, renewals, refinancings and
refundings hereof, constitute the "Senior Credit Agreement" within the meaning
of the Senior Subordination Agreement; this Agreement, together with each of the
other Credit Documents and all amendments, modifications, extensions, renewals,
refinancings and refundings hereof and thereof, constitute "Senior Credit
Documents" within the meaning of the Senior Subordination Agreement; and the
Domestic Revolving Loans, the Domestic Swingline Loans, the Sterling Loans,


                                      -72-
<PAGE>

and the Term B Loan, the L/C Obligations and all other Obligations of the
Borrower to the Lenders, the Domestic Issuing Bank, the UK Issuing Bank, the
Domestic Swingline Lender, the UK Swingline Lender and the Administrative Agent
under this Agreement, the Notes and all other Credit Documents, and all
amendments, modifications, extensions, renewals, refundings or refinancings of
any of the foregoing constitute "Senior Indebtedness" of the Borrower within the
meaning of the Senior Subordination Agreement, and the holders thereof from time
to time shall be entitled to all of the rights of a holder of "Senior
Indebtedness" pursuant to the Senior Subordination Agreement.

                                 ARTICLE VIII.

                              AFFIRMATIVE COVENANTS

      Until all Commitments have been terminated and all Obligations have been
paid in full, each Borrower agrees to, and to cause each of its Subsidiaries to:

      Section 8.01. Organizational Existence Etc. Except as permitted by Section
9.03, preserve and maintain its corporate or other organizational existence, its
rights, franchises, and licenses, and its patents and copyrights (for the
scheduled duration thereof), trademarks, trade names, and service marks,
necessary or desirable in the normal conduct of its business, and its
qualification to do business as a foreign corporation or other organization in
all jurisdictions where it conducts business or other activities making such
qualification necessary except where a failure to be so qualified could not
reasonably be expected to have a Materially Adverse Effect.

      Section 8.02. Compliance with Laws, Etc. Comply with all Requirements of
Law (including, without limitation, the Environmental Laws and ERISA) and
Contractual Obligations applicable to or binding on any of them, except where a
failure to comply could not reasonably be expected to have a Materially Adverse
Effect.

      Section 8.03. Payment of Taxes and Claims, Etc. Pay (i) all taxes,
assessments and governmental charges imposed upon it or upon its property, and
(ii) all claims (including, without limitation, claims for labor, materials,
supplies or services) which might, if unpaid, become a Lien upon its property,
unless, in each case, the validity or amount thereof is being contested in good
faith by appropriate proceedings and adequate reserves are maintained with
respect thereto in accordance with GAAP, or in the case of any Foreign
Subsidiary, generally accepted accounting principles in such Foreign
Subsidiary's jurisdiction of organization, and subject to maintenance of
reasonable reserves and extensions permitted by the relevant taxing authorities.

      Section 8.04. Keeping of Books. Keep proper books of record and account,
containing complete and accurate entries of all their respective financial and
business transactions which are required to be maintained in order to prepare
the consolidated financial statements of the Borrowers and their Subsidiaries in
conformity with GAAP, or in the case of any Foreign Subsidiary, generally
accepted accounting principles in such Foreign Subsidiary's jurisdiction of
organization, in all material respects.

      Section 8.05. Visitation, Inspection, Collateral Appraisals and Audits,
Etc

            (a) Permit any representative of the Administrative Agent or any
Lender to visit and inspect any of its property, to conduct audits of the
Collateral (including without limitation all Accounts and Inventory and all
records relating thereto), to examine its books and records and to make copies
and take extracts therefrom, and to discuss its affairs, finances and accounts
with its officers, all at such reasonable times and as often as the
Administrative Agent or any Lender may reasonably request after reasonable prior
notice to the Borrower Representative; provided, however, if a Default or an
Event of Default has occurred and is continuing, no prior notice shall be
required. All reasonable expenses incurred by the Administrative Agent and, at
anytime after the


                                      -73-
<PAGE>

occurrence and during the continuance of a Default or an Event of Default, any
Lenders in connection with any such visit, inspection, audit, examination and
discussions shall be borne by the Domestic Borrower.

            (b) Deliver to the Lenders (x) such field audits of all Accounts and
Inventory of the Credit Parties as the Required Lenders may reasonably request
at any time and from time to time, such field audits to be conducted by
auditors, and in form and substance, satisfactory to the Required Lenders, and
(y) such appraisals of the fixed assets of the Credit Parties (including,
without limitation all Equipment) as the Required Lenders may request at any
time and from time to time, such appraisals to be conducted by an appraiser, and
in form and substance, reasonably satisfactory to the Required Lenders, in each
case conducted at the expense of the Domestic Borrower no more frequently than
annually, unless an Event of Default has occurred and is continuing, at which
time such field audits and appraisals shall be conducted at the expense of
Domestic Borrower as frequently as the Required Lenders shall request. The
appraiser used by Borrowers in connection with the appraisals delivered to
Lenders on or before the Closing Date shall be acceptable to Lenders.

            (c) Within 120 days of the Closing Date, deliver to the Lenders
appraisals of the fixed assets of the Credit Parties (including, without
limitation, Equipment and real property) of the properties located at (i)
Van-Line Ltd., Britannia House, Beza Road, Hunsiet Leeds, LS10 2BR, England and
(ii) BMAC Ltd., Broadway, Hyde Cheshire, SK14 4QF, England, such appraisals to
be conducted by an appraiser, and in form and substance, reasonably satisfactory
to the Required Lenders, in each case conducted at the expense of the Domestic
Borrower.

      Section 8.06. Insurance; Maintenance of Properties.

            (a) Maintain or cause to be maintained with financially sound and
reputable insurers, insurance with respect to its properties and business, and
the properties and business of its Subsidiaries, against loss or damage of the
kind customarily insured against by reputable companies in the same or similar
businesses, such insurance to be of such types and in such amounts as is
customary for such companies under similar circumstances; provided, however,
that in any event each Borrower shall use its best efforts to maintain, or cause
to be maintained, insurance in amounts and with coverages not materially less
favorable to any Consolidated Company as in effect on the date of this
Agreement.

            (b) Cause all properties used or useful in the conduct of its
business to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, settlements and improvements thereof,
all as in the judgment of the Borrowers as may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times and except where a failure to do so could not reasonably be
expected to have a Materially Adverse Effect;

            (c) Net Casualty/Insurance Proceeds must be applied either (i) to
the payment of the Obligations, or (ii) to the repair and/or restoration of the
Collateral within one hundred eighty days (180) days of the receipt of the
proceeds of such Casualty or Condemnation. If an Event of Default has occurred
and is continuing, the Administrative Agent at the direction of the Required
Lenders, shall determine the manner in which the Net Casualty/Insurance Proceeds
are to be applied. If the cost to repair the Collateral exceeds $1,000,000,
then, in such event, the Credit Party and the Administrative Agent shall
mutually determine the manner in which the Net Casualty/Insurance Proceeds are
to be applied; provided that, in the event the Credit Party and Administrative
Agent do not come to a mutually satisfactory determination of the manner in
which the Net/Casualty/Insurance Proceeds are to be applied the Administrative
Agent shall make the determination in its reasonable discretion.

      Section 8.07. Reporting Covenants. Furnish to each Lender (except that the
Borrowing Base Certificates required pursuant to subsection (e) below shall be
furnished only to each Revolving Lender):

            (a) Annual Financial Statements. As soon as available and in any
event within 120 days after the end of each Fiscal Year, balance sheets of the
Consolidated Companies as at the end of such year, presented on a consolidated
basis, and the related statements of income, retained earnings and cash flows of
the Consolidated Companies for such Fiscal Year, presented on a consolidated
basis, setting forth in each case in comparative form


                                      -74-
<PAGE>

the figures for the previous Fiscal Year, all in reasonable detail and
accompanied by a report thereon of Deloitte & Touche LLP or other independent
public accountants of comparable recognized national standing, which such report
shall be unqualified as to going concern and scope of audit, with the exception
of the September 30, 2000 audit, and shall state that such financial statements
present fairly in all material respects the financial condition as at the end of
such Fiscal Year, and the results of operations and statements of cash flows of
the Consolidated Companies for such Fiscal Year in accordance with GAAP and that
the examination by such accountants in connection with such financial statements
has been made in accordance with generally accepted auditing standards;

            (b) Quarterly Financial Statements. As soon as available and in any
event within 45 days after the end of each Fiscal Quarter that is not the end of
a Fiscal Year, balance sheets of the Consolidated Companies and the Sterling
Borrower as at the end of such Fiscal Quarter presented on a consolidated basis
and the related statements of income, retained earnings and cash flows of the
Consolidated Companies and the Sterling Borrower for such Fiscal Quarter and for
the portion of the Fiscal Year ended at the end of such Fiscal Quarter,
presented on a consolidated basis setting forth in each case in comparative form
the figures for the corresponding quarter and the corresponding portion of the
Domestic Borrower's and the Sterling Borrower's previous Fiscal Year and,
commencing January 1, 2002, setting forth in comparative form the figures for
the corresponding quarter and the corresponding portion of the Consolidated
Companies' previous Fiscal Year, all in reasonable detail, and certified by the
chief financial officer of the Domestic Borrower that such financial statements
fairly present in all material respects the financial condition of the
Consolidated Companies and the Sterling Borrower as at the end of such Fiscal
Quarter on a consolidated basis, and the results of operations and statements of
cash flows of the Consolidated Companies and the Sterling Borrower for such
Fiscal Quarter and such portion of the Fiscal Year, in accordance with GAAP
consistently applied (subject to normal year-end audit adjustments and the
absence of certain footnotes). In addition, as soon as available and in any
event within 40 days after the end of each month that is not the end of a Fiscal
Quarter and within 45 days after the end of each month that is also the end of a
Fiscal Quarter, balance sheets of the Consolidated Companies and the Sterling
Borrower as at the end of such month presented on a consolidated basis and the
related statements of income, retained earnings and cash flows of the
Consolidated Companies and the Sterling Borrower for such month, all in
reasonable detail, and certified by the chief financial officer of the Domestic
Borrower that such financial statements fairly present in all material respects
the financial condition of the Consolidated Companies and the Sterling Borrower
as at the end of such month on a consolidated basis, and the results of
operations and statements of cash flows of the Consolidated Companies and the
Sterling Borrower for such month, in accordance with GAAP consistently applied
(subject to normal year-end audit adjustments and the absence of certain
footnotes);

            (c) No Default/Compliance Certificate. Together with the financial
statements required pursuant to subsection (a) and with the financial statements
required pursuant to subsection (b) above for the Fiscal Quarter or month as
applicable, a certificate of a Senior Officer substantially in the form of
Exhibit G, to the effect that, based upon a review of the activities of the
Consolidated Companies and such financial statements during the period covered
thereby, to his knowledge, (i) there exists no Event of Default and no Default
under this Agreement, or if there exists an Event of Default or a Default
hereunder, specifying the nature thereof and the proposed response thereto, (ii)
demonstrating in reasonable detail calculations demonstrating compliance with
Section 8.08 and Section 9.12 as at the end of such Fiscal Year or such Fiscal
Quarter, (iii) stating whether any change in GAAP or the application thereof has
occurred since the date of the Domestic Borrower's most recently delivered
audited financial statements, and (iv) listing the outstanding balance of all
Intercompany Notes as of the end of such period.

            (d) Auditor's No Default Certificate. Together with the financial
statements required pursuant to subsection (a) above, a certificate of the
accountants who prepared the report referred to therein, (i) to the effect that
during the course of their audit, they have found no Default or Event of Default
under this Agreement, or if there exists a Default or Event of Default
hereunder, specifying the nature thereof and (ii) demonstrating in reasonable
detail compliance as at the end of such fiscal year with Section 8.08 and
Section 9.12;

            (e) Borrowing Base Certificates and Accounts Receivable Aging
Report. No later than 30 days after the end of each Fiscal Month or more
frequently as requested by the Administrative Agent, (x) a Borrowing Base
Certificate as of the end of the immediately preceding Fiscal Month, setting
forth the Eligible Accounts and


                                      -75-
<PAGE>

Eligible Inventory owned by the Domestic Borrower and the Sterling Borrower and
a categorical breakdown of all Eligible Inventory as of such date, and (y) an
accounts receivable aging report as of the end of the immediately preceding
Fiscal Month;

            (f) Notice of Default under Credit Documents. Promptly after any
Credit Party has notice or knowledge of the occurrence of an Event of Default or
a Default, a certificate of the chief financial officer or principal accounting
officer of the Borrower Representative specifying the nature thereof and the
proposed response thereto;

            (g) Notice of Default under Other Indebtedness. Immediately upon its
receipt thereof, furnish to the Administrative Agent a copy of any notice
received by it or any other Consolidated Company from the holder(s) of any
Subordinated Debt or any other Indebtedness referred to in Section 9.01 (or from
any trustee, agent, attorney, or other party acting on behalf of such
holder(s)), where such notice states or claims the existence or occurrence of
any default or event of default with respect to such Indebtedness under the
terms of any indenture, loan or credit agreement, debenture, note, or other
document evidencing or governing such Indebtedness;

            (h) Litigation. Promptly after (i) the occurrence thereof, notice of
the institution of or any material adverse development in any action, suit or
proceeding or any governmental investigation or any arbitration, before any
court or arbitrator or any governmental or administrative body, agency or
official, against any Consolidated Company, or any property of any thereof, for
which the amount in controversy could reasonably be expected to exceed
$1,000,000, or (ii) actual knowledge thereof, notice of the threat of any such
action, suit, proceeding, investigation or arbitration;

            (i) Environmental Notices. Promptly after receipt thereof, notice of
any actual or alleged violation, or notice of any action, claim or request for
information, either judicial or administrative, from any Governmental Authority
relating to any actual or alleged claim, notice of potential responsibility
under or violation of any Environmental Law, or any actual or alleged spill,
leak, disposal or other release of any waste, petroleum product, or hazardous
waste or Hazardous Substance by any Consolidated Company which could reasonably
be expected to result in penalties, fines, claims or other liabilities to any
Consolidated Company in amounts in excess of $500,000;

            (j) ERISA. Promptly after the occurrence thereof with respect to any
Plan of any Consolidated Company or any ERISA Affiliate thereof, or any trust
established thereunder, notice of (A) a "reportable event" described in Section
4043 of ERISA and the regulations issued from time to time thereunder (other
than a "reportable event" not subject to the provisions for 30-day notice to the
PBGC under such regulations), or (B) any other event which could reasonably be
expected to subject any Consolidated Company to any tax, penalty or liability
under Title I or Title IV of ERISA or Chapter 43 of the Tax Code, or any tax or
penalty resulting from a loss of deduction under Sections 162, 404 or 419 of the
Tax Code, or any tax, penalty or liability (other than amounts that become
payable in the normal operation of any Plan) under any Requirement of Law
applicable to any Foreign Plan, where any such taxes, penalties or liabilities
exceed or could reasonably be expected to exceed $500,000 in the aggregate;

                  (i) Promptly after such notice must be provided to the PBGC,
or to a Plan participant, beneficiary or alternative payee, any notice required
under Section 101(d), 302(f)(4), 303, 304, 307, 4041(a)(2) of ERISA or under
Section 401(a)(29) or 412 of the Tax Code with respect to any Plan of any
Consolidated Company or any ERISA Affiliate thereof,

                  (ii) Promptly after receipt, any notice received by any
Consolidated Company or any ERISA Affiliate thereof concerning the intent of the
PBGC or any other Governmental Authority to terminate a Plan of such
Consolidated Company or ERISA Affiliate thereof which is subject to Title IV of
ERISA, to impose any liability on such Consolidated Company or ERISA Affiliate
under Title IV of ERISA or Chapter 43 of the Tax Code;


                                      -76-
<PAGE>

                  (iii) Upon the request of the Administrative Agent, promptly
upon the filing thereof with the Internal Revenue Service ("IRS") or the
Department of Labor ("DOL"), a copy of IRS Form 5500 or annual report for each
Plan of any Consolidated Company or ERISA Affiliate thereof which is subject to
Title IV of ERISA;

                  (iv) Upon the request of the Administrative Agent, (A) true
and complete copies of any and all documents, government reports and IRS
determination or opinion letters or rulings for any Plan of any Consolidated
Company from the IRS, PBGC or DOL, (B) any reports filed with the IRS, PBGC or
DOL with respect to a Plan of the Consolidated Companies or any ERISA Affiliate
thereof, or (C) a current statement of withdrawal liability for each
Multiemployer Plan of any Consolidated Company or any ERISA Affiliate thereof,

                  (v) Promptly upon any Consolidated Company becoming aware
thereof, notice that (i) any material contributions to any Foreign Plan have not
been made by the required due date for such contribution and such default cannot
immediately be remedied, (ii) any Foreign Plan is not funded to the extent
required by the law of the jurisdiction whose law governs such Foreign Plan
based on the actuarial assumptions reasonably used at any time, or (iii) a
material change is anticipated to any Foreign Plan that may have a Materially
Adverse Effect.

            (k) Liens. Promptly upon any Consolidated Company becoming aware
thereof, notice of the filing of any federal statutory Lien, tax or other state
or local government Lien or any other Lien affecting their respective
properties, other than Permitted Liens;

            (l) Public Filings, Etc. Promptly upon the filing thereof or
otherwise becoming available, copies of all financial statements, annual,
quarterly, monthly and special reports, proxy statements and notices sent or
made available generally by any Borrowers to their public security holders, of
all regular and periodic reports and all registration statements and
prospectuses, if any, filed by any of them with any securities exchange, and of
all press releases and other statements published in accordance with guidelines
issued by the Securities and Exchange Commission;

            (m) Accountants' Reports. Promptly upon receipt thereof, copies of
all financial statements of, and all reports submitted by, independent public
accountants to any Borrower in connection with each annual, interim, or special
audit of such Borrower's financial statements, including without limitation, the
comment letter submitted by such accountants to management in connection with
their annual audit;

            (n) Subordinated Debt and Equity Notices. As soon as practicable,
copies of all material written notices given or received by any Credit Party
with respect to any Subordinated Debt or Stock of such Person, and, within two
(2) Business Days after any Credit Party obtains knowledge of any matured or
unmatured event of default with respect to any Subordinated Debt, notice of such
event of default;

            (o) Other Information. With reasonable promptness, such other
information about the Consolidated Companies as the Administrative Agent or any
Lender may reasonably request from time to time.

      Section 8.08. Financial Covenants.

            (a) Maximum Leverage Ratio. Maintain at all times, calculated as of
the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending
December 31, 2002, and thereafter, a Leverage Ratio of no greater than
5.50:1.00.

            (b) Minimum Fixed Charge Coverage Ratio. Maintain at all times,
calculated as of the last day of each Fiscal Quarter commencing with the Fiscal
Quarter ending on December 31, 2002 and thereafter, a Fixed Charge Coverage
Ratio of not less than 1.00:1.00.

            (c) Minimum Consolidated Adjusted EBITDA. Maintain at all times,
calculated as of the last day of each Fiscal Quarter commencing with the Fiscal
Quarter beginning on July 1, 2001, the Minimum


                                      -77-
<PAGE>

Consolidated Adjusted EBITDA (prior to any audit adjustments) shall be not less
than (i) $750,000 for the Fiscal Quarter ending September 30, 2001 (excluding
cash charges for restructuring the Consolidated Companies in the amount no more
than $1,000,000), (ii) $2,004,000 for the Fiscal Quarter ending December 31,
2001, (iii) $1,566,000 for the Fiscal Quarter ending March 31, 2002, (iv)
$2,984,000 for the Fiscal Quarter ending June 30, 2002, and (iv) $3,446,000 for
the Fiscal Quarter ending on September 30, 2002.

      Section 8.09. Additional Credit Parties.

            (a) In the event that, subsequent to the Closing Date, any Person
becomes a Domestic Subsidiary of any Borrower, whether pursuant to an
acquisition or otherwise, (x) the Borrower Representative shall promptly notify
the Administrative Agent and the Lenders of the creation or acquisition of such
Domestic Subsidiary and (y) the Borrowers shall cause such Person (i) to become
a party to a Guaranty Agreement as a new Guarantor, (ii) to grant a lien in all
of its personal property by joining the appropriate Security Agreement or
executing a new Security Agreement and filing such UCC-1 financing statements or
similar instruments required by the Administrative Agent, (iii) if such Domestic
Subsidiary owns Stock in another Person, to become a party to the appropriate
Pledge Agreement, and (iv) to provide all relevant documentation with respect
thereto and to take such other actions as such Domestic Subsidiary would have
provided and taken pursuant to Section 6.01 if such Domestic Subsidiary had been
a Credit Party on the Closing Date. In addition, such Borrower shall, or shall
cause its Subsidiary owning such Person, to pledge all of the stock of such
Person to the Administrative Agent as security for the Obligations pursuant to a
pledge agreement in form and substance satisfactory to the Administrative Agent
and the Lenders, and to deliver the original stock certificates evidencing such
shares to the Administrative Agent, together with appropriate stock powers
executed in blank. Each Borrower agrees that, following the delivery of any
Collateral Documents required to be executed and delivered by this Section
8.09(a), the Administrative Agent shall have a valid and enforceable first
priority Lien on the respective Collateral covered thereby, free and clear of
all Liens other than Permitted Liens. All actions to be taken pursuant to this
Section 8.09(a) shall be at the expense of the Domestic Borrower or the
applicable Credit Party, shall be taken to the reasonable satisfaction of the
Administrative Agent, and shall be taken within thirty (30) days following the
date such Person becomes a Credit Party, whether pursuant to an acquisition or
otherwise.

            (b) In the event that, subsequent to the Closing Date, any Person
becomes a Material Foreign Subsidiary of any Borrower, whether pursuant to an
acquisition or otherwise, (x) the Borrower Representative shall promptly notify
the Administrative Agent and the Lenders of the creation or acquisition of such
Material Foreign Subsidiary and, at the request of the Administrative Agent (y)
the Borrowers shall, subject to compliance with applicable laws, cause such
Person (i) to execute a Guaranty Agreement as a new Guarantor, (ii) to grant a
lien in all of its personal property by executing a Security Agreement or other
appropriate security instrument and filing financing statements or similar
instruments required by the Administrative Agent, (iii) if such Foreign
Subsidiary owns Stock in another Person, to execute a Pledge Agreement, and (iv)
to provide all relevant documentation with respect thereto and to take such
other actions as such Material Foreign Subsidiary would have provided and taken
pursuant to Section 6.01 if such Material Foreign Subsidiary had been a Credit
Party on the Closing Date. In addition, Borrowers shall, or shall cause its
Subsidiary owning such Person, to pledge all of the stock of such Person to the
Administrative Agent as security for the Obligations or Sterling Obligations, as
the case may be, pursuant to a pledge agreement in form and substance
satisfactory to the Administrative Agent and the Lenders, and to deliver the
original stock certificates evidencing such shares to the Administrative Agent,
together with appropriate stock powers executed in blank. Each Borrower agrees
that, following the delivery of any Collateral Documents required to be executed
and delivered by this Section 8.09(b), the Administrative Agent shall have a
valid and enforceable first priority Lien on the respective Collateral covered
thereby, free and clear of all Liens other than Permitted Liens. All actions to
be taken pursuant to this Section 8.09(b) shall be at the expense of the
Domestic Borrower or the applicable Credit Party, shall be taken to the
reasonable satisfaction of the Administrative Agent, and shall be taken within
thirty (30) days following the date such Person becomes a Credit Party, whether
pursuant to an acquisition or otherwise.

            (c) The Borrowers (other than the Sterling Borrower) shall use all
reasonable endeavors to procure that:


                                      -78-
<PAGE>

                  (i) the Sterling Borrower completes the Whitewash Procedure,
      executes the Sterling Borrower Guaranty and the UK Security Amendment
      Agreement as soon as reasonably and legally practicable and in any event
      no later than December 31, 2001; provided, however, if the Sterling
      Borrower does not complete the Whitewash Procedure prior to December 31,
      2001 the Applicable Base Rate Margin and the Applicable LIBOR Margin shall
      be increased by 0.50% per annum until such time as the Whitewash Procedure
      is completed (the "Whitewash Interest Increase"); and

                  (ii) each member of the Sterling Borrower Group (other than
      Dormant Subsidiaries) and any other member of the Sterling Borrower Group
      which is or becomes a Material Foreign Subsidiary after the date hereof,
      delists where necessary, converts to a private company, completes the
      Whitewash Procedures and executes a UK Subsidiary Guaranty Accession
      Agreement and a UK Security Accession Agreement as soon as reasonably and
      legally practicable and in any event no later than December 31, 2001 (or
      in the case of any subsequent Material Foreign Subsidiary within the later
      of December 31, 2001 or two months of its becoming a Material Foreign
      Subsidiary); provided, however, if each member of the Sterling Borrower
      Group (other than Dormant Subsidiaries) and any other member of the
      Sterling Borrower Group which is or becomes a Material Foreign Subsidiary
      after the date hereof does not complete the Whitewash Procedure prior to
      December 31, 2001 the Applicable Base Rate Margin and the Applicable LIBOR
      Margin shall be increased by the Whitewash Interest Increase until such
      time as the Whitewash Procedure is completed (or in the case of any
      subsequent Material Foreign Subsidiary within the later of December 31,
      2001 or two months of its becoming a Material Foreign Subsidiary).

            (d) For purposes of this Section 8.09, if any UK Subsidiary that is
a Dormant Subsidiary as of the Closing Date becomes an Active Subsidiary, the
Borrowers shall and shall cause to be taken all actions as would be required of
the Borrowers and their Subsidiaries under subsections 8.09(a), 8.09(b) and
8.09(c) if such Active Subsidiary were acquired by one of the Borrowers or any
of their Subsidiaries after the Closing Date.

      Section 8.10. Subordinated Debt Placement; Equity Issuance. (a) On or
prior to the Closing Date, the Administrative Agent shall have received (i)
documentation satisfactory to the Administrative Agent and the Lenders in their
sole discretion evidencing the Domestic Borrower's incurrence of not less than
Eight Million Eight Hundred Thousand Dollars ($8,800,000) in Subordinated Debt
and (ii) documentation satisfactory to the Administrative Agent and the Lenders
in their sole discretion evidencing issuance of equity securities to Sun Capital
Holdings, LLC, the cash proceeds of which shall be Three Million Dollars
($3,000,000).

            (b) The cash proceeds of the Subordinated Debt placement and the
issuance of equity securities to Sun Capital Holdings, LLC shall be applied (i)
first, to the June 30, 2001, principal payment on the Term A Loan in the amount
of Six Hundred Twenty-five Thousand Dollars ($625,000) and the Term B Loan in
the amount of Six Hundred Twenty-five Thousand Dollars ($625,000), (ii) second,
to the reduction of the Domestic Revolving Loan in an amount not to exceed Seven
Million Dollars ($7,000,000), (iii) third, to the payment of the $400,000 fee to
Sun Catalina Holdings, LLC and (iv) fourth, in accordance with Section 5.08(e).

      Section 8.11. Acquisition Financing Indemnity The Holdings Borrower shall
on demand indemnify each Finance Party against any loss or liability which that
Finance Party suffers or incurs as a consequence of any litigation proceeding
arising, pending or threatened against that Finance Party as a result of the
Recommended Cash Offers (whether or not made) or of it agreeing to finance or
refinance any acquisition by the Holdings Borrower or any person acting in
concert with the Holdings Borrower of any Shares ("relevant litigation") except
to the extent caused by its gross negligence or willful misconduct or breach by
it of any law or regulation to which it is subject. A Finance Party shall notify
the Holdings Borrower promptly upon becoming aware of any relevant litigation
and shall keep the Holdings Borrower informed of its progress.

      Section 8.12. Hong Kong Reorganization. Within 10 Business Days after the
effectiveness of the Hong Kong Reorganziation the Domestic Borrower must,
pursuant to the Hong Kong Stock Pledge, pledge 100% of the Stock of Go-Gro
Industries to the Administrative Agent by delivering to the Administrative Agent
a duly executed counterpart of the Amendment to the Hong Kong Pledge Agreement,
together with (a) the original


                                      -79-
<PAGE>

stock certificate of Go-Gro Industries evidencing the issued and outstanding
shares of capital stock pledged to the Administrative Agent pursuant to the Hong
Kong Pledge Agreement, and (b) a stock power executed in blank.

      Section 8.13. Mortgage on Tupelo Warehouse. The Domestic Borrower shall,
as soon as practicable but in any event on or before the forty fifth (45) day
after the Closng Date, execute and deliver all Tupelo Warehouse Mortgage
Documents required by the Administrative Agent in respect of the Tupelo
Warehouse, together with (i) a mortgage policy in form and substance and in an
amount satisfactory to the Administrative Agent, (ii) a current as-built
boundary line survey, certified by a licensed surveyor, for the Tupelo
Warehouse, sufficient in form and substance to allow the issuer of the mortgage
policy to issue same without regard to any survey exception, and (iii) a Phase I
Environmental Site Assessment Report (consistent with American Society of
Testing and Materials Standard E1527-94, and applicable state requirements) in
form and substance satisfactory to the Administrative Agent and prepared by
environmental engineers satisfactory to the Administrative Agent.

      Section 8.14. Non-Core UK Share Pledge. The Consolidated Companies shall
provide to Lenders simultaneously with the delivery of the Non-Core UK Share
Pledge an opinion of Deloitte & Touche LLP or other independent public
accountants reasonably acceptable to the Lenders which shall include an opinion
that the Non-Core UK Share Pledge does not create any adverse tax consequences
to any of the Borrowers.

                                  ARTICLE IX.

                               NEGATIVE COVENANTS

      Until all Commitments have been terminated and all Obligations have been
paid in full, the Borrowers will not, and will not permit any of their
Subsidiaries to:

      Section 9.01. Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, other than:

            (a) Indebtedness under this Agreement and any other Credit Document;

            (b) Indebtedness existing on the Closing Date and described on
Schedule 9.01 and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof or shorten the
maturity thereof;

            (c) Subordinated Debt incurred pursuant to Section 8.10;

            (d) So long as no Event of Default is occurring and is continuing,
purchase money Indebtedness and Capital Lease Obligations to the extent secured
by a Lien permitted by Section 9.02(f) and incurred in an amount not to exceed
$1,000,000 in any one Fiscal Year after the Closing Date;

            (e) Sale-Lease Back Transactions permitted under Section 9.07;

            (f) unsecured current liabilities (other than liabilities for
borrowed money or liabilities evidenced by promissory notes, bonds or similar
instruments) incurred in the ordinary course of business and either (i) not more
than 90 days past due, or (ii) being disputed in good faith by appropriate
proceedings with reserves for such disputed liability maintained in conformity
with GAAP;

            (g) Indebtedness consisting of contingent obligations under
indemnities, guarantees, and reimbursement agreements in favor of Persons
issuing surety bonds, guarantees and similar undertakings issued to support
performance obligations of any of the Consolidated Companies incurred in the
ordinary course of business;


                                      -80-
<PAGE>

            (h) Indebtedness consisting of insurance premiums financed with the
insurance company to whom such insurance premiums are due in an amount not to
exceed $1,500,000;

            (i) Indebtedness consisting of intercompany loans and advances made
by the Domestic Borrower to any Guarantor, by the Holdings Borrower to the
Sterling Borrower or by the Sterling Borrower to any of the UK Subsidiaries that
are also Credit Parties; provided that (i) the borrower under each Intercompany
Note shall execute a demand note on the Original Closing Date (the "Intercompany
Notes") to evidence any such intercompany Indebtedness, which Intercompany Notes
shall be in form and substance satisfactory to the Administrative Agent, and
shall be pledged to the Administrative Agent pursuant to one of the Pledge
Agreements or one of the Security Agreements, as applicable, (ii) the Borrowers
shall record all intercompany transactions on their books and records in a
manner reasonably satisfactory to Administrative Agent, (iii) the obligations of
each borrower under any such Intercompany Notes shall be subordinated to its
obligations under its respective guarantee, if any, (iv) at the time any such
intercompany loan or advance is made by any Borrower to any Guarantor, and after
giving effect thereto, the representation and warranty set forth in Section 7.19
is true and correct, and (v) no Default or Event of Default shall have occurred
and be continuing or would occur and be continuing after giving effect to any
such proposed intercompany loan; and

            (j) Indebtedness incurred by any Consolidated Company that is not a
Credit Party in an aggregate amount not to exceed $5,000,000 during the term of
this Agreement.

      Section 9.02. Liens. Create, incur, assume or suffer to exist any Lien on
any of its property now owned or hereafter acquired other than (each of the
following a "Permitted Lien"):

            (a) Liens in favor of the Administrative Agent for the benefit of
the Lenders;

            (b) Liens existing on the Closing Date and disclosed on Schedule
9.02;

            (c) Liens for taxes not yet due, and Liens for taxes or Liens
imposed by ERISA which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are being maintained in
accordance with GAAP;

            (d) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens imposed by law created in
the ordinary course of business for amounts not yet due or which are being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves are being maintained in accordance with GAAP;

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

            (f) Liens incurred in connection with purchase money Indebtedness
permitted pursuant to Section 9.01(d) and with respect to assets acquired by any
Credit Party in the ordinary course of business (provided that such Liens attach
only to the assets subject to such purchase money debt and such Indebtedness
does not exceed 100% of the purchase price of the subject assets);

            (g) Liens incurred in connection with Indebtedness permitted
pursuant to Section 9.01(i);

            (h) Liens securing the Subordinated Debt, which shall at all times
be subordinate to Liens granted to the Agent on behalf of the lenders under the
Security Agreements;

            (i) Liens arising under the Junior Hong Kong Share Pledge; and


                                      -81-
<PAGE>

            (j) Liens arising under the Non-Core UK Share Pledge.

      Section 9.03. Mergers, Consolidations, Acquisitions, Sales, Etc.

            (a) Enter into any transaction of merger, consolidation, pooling of
interest or other combination with any other Person other than (i) a
consolidation or merger between any Borrower and a Subsidiary of such Borrower,
provided the Borrower is the surviving entity, (ii) any Subsidiary may merge
with and into any Credit Party, provided such Credit Party is the surviving
entity, (iii) the Acquisition, (iv) the Hong Kong Reorganization, and (v)
mergers, consolidations or other combinations by one member of the Hong Kong
Group with one or more other members of the Hong Kong Group;

            (b) Sell, lease, or otherwise dispose of its accounts, property or
other assets (including capital stock of Subsidiaries), other than (i) sales,
leases or other dispositions of assets by a Borrower to another Credit Party or
a Credit Party to a Borrower, (ii) sales, leases or other dispositions of assets
by a Subsidiary to a Credit Party or to the Borrower, (iii) sales of inventory
in the ordinary course of business, (iv) sales of obsolete, worn out,
excessively damaged or unusable equipment, fixtures or inventory and (v) sales
made in accordance with 8.10, the net proceeds of which are paid to the
Administrative Agent for the benefit of the Lenders as applied and prescribed in
Section 8.10(b);

            (c) Purchase, lease or otherwise acquire all or any substantial
portion of the property or assets (including capital stock) of another Person,
other than (i) pursuant to the Acquisition and (ii) so long as no Default or
Event of Default shall have occurred and be continuing, any Credit Party may
purchase all or any substantial portion of the property or assets of any Person
organized under the laws of the United States, the United Kingdom or a member of
the European Union, in an aggregate amount not to exceed $5,000,000 during the
term of this Agreement; and

            (d) Sales or other dispositions of assets not otherwise permitted by
this Section 9.03 in an aggregate amount not to exceed $5,000,000 in any one
instance and $10,000,000 in the aggregate.

      Section 9.04. Investments, Loans, Etc. Make, permit or hold, any
Investments in any Person, or otherwise create, acquire or hold any
Subsidiaries, other than:

            (a) Investments from time to time in any Credit Party;

            (b) Investments existing on the date hereof and described on
Schedule 9.04;

            (c) Investments in the Sterling Borrower pursuant to the
Acquisition;

            (d) direct obligations of the United States of America or any agency
thereof, or obligations guaranteed by the United States of America or any agency
thereof, in each case supported by the full faith and credit of the United
States of America and maturing within one year from the date of creation
thereof,

            (e) commercial paper maturing within one year from the date of
creation thereof rated in the highest grade by a nationally recognized credit
rating agency;

            (f) Investments made in connection with acquisitions otherwise
permitted under Section 9.03(c);

            (g) time deposits maturing within one year from the date of creation
thereof with, including certificates of deposit issued by, any office located in
the United States of America or the United Kingdom of any bank or trust company
which is organized under the laws of the United States of America or any state
thereof or the United Kingdom and has capital, surplus and undivided profits
aggregating at least $500,000,000, including without limitation, any such
deposits in Eurodollars issued by a foreign branch of any such bank or trust
company;


                                      -82-
<PAGE>

            (h) time deposits made in the ordinary course of business by a
Consolidated Company other than a Credit Party maturing within one year from the
date of creation thereof in an amount not to exceed with, including certificates
of deposit issued by, any office located in Canada, Hong Kong or the People's
Republic of China, of any bank or trust company which is organized under the
laws of the United States of America or any state thereof, the United Kingdom,
Canada, Hong Kong or the People's Republic of China, and has capital, surplus
and undivided profits aggregating at least $500,000,000, including without
limitation, any such deposits in Eurodollars issued by a foreign branch of any
such bank or trust company;

            (i) Investments made by Plans;

            (j) Investments consisting of intercompany Indebtedness permitted
under Section 9.01; and

            (k) Investments in any Consolidated Company in an aggregate amount
not to exceed $3,000,000 during the term of this Agreement.

      Section 9.05. Lease Obligations. Create or suffer to exist any obligations
for the payment under operating leases or agreements to lease (including all
Synthetic Lease Obligations but excluding any obligations under leases required
to be classified as capital leases under GAAP) having a term of one year or more
which would cause the net annual payments of the Consolidated Companies under
such leases or agreements to lease, on a consolidated basis, to exceed
$4,500,000 in the aggregate; provided, however, the Borrowers shall be allowed
to enter into the Sale-Lease Back Transactions.

      Section 9.06. Restricted Payments. (a) Declare or pay any dividend or
distribution on any class of its stock, or (b) make any payment to purchase,
redeem, retire or acquire any capital stock or any option, warrant, or other
right to acquire such capital stock or such Indebtedness (each, a "Restricted
Payment"), other than (i) dividends payable solely in shares of any class of its
stock, (ii) cash dividends payable by any Consolidated Company to any other
Credit Party and any Consolidated Company that is a member of the Hong Kong
Group, (iii) other Restricted Payments made by any wholly owned Subsidiaries to
any Borrower, (iv) so long as no Event of Default shall have occurred and be
continuing, the Sterling Borrower may pay Ring Preferred Dividends, and (v)
payments by the Domestic Borrower to an employee to repurchase any capital stock
or options purchased by such employee from the Domestic Borrower pursuant to an
employee stock option plan, provided, that the amount used by the Domestic
Borrower to repurchase such capital stock or options shall not exceed the
original purchase price of such capital stock or options paid by such employee
pursuant to the employee stock option plan.

      Section 9.07. Sale and Leaseback Transactions. Sell or transfer any
property, real or personal, whether now owned or hereafter acquired, and
thereafter rent or lease such property which any Consolidated Company intends to
use for substantially the same purpose or purposes as the property being sold or
transferred, other than Sale-Leaseback Transactions listed on Schedule 9.07;
provided, prior to entering into any Sale-Leaseback Transaction, the
Consolidated Companies shall deliver to the Administrative Agent a pro forma
balance sheet that demonstrates the Consolidated Companies ability to comply
with the Section 8.08 after giving effect to such Sale-Leaseback Transaction.

      Section 9.08. Transactions with Affiliates. Other than transactions
described on Schedule 9.08:

            (a) Enter into (i) any management contract or arrangement,
consulting agreement or arrangement, contract or arrangement relating to the
allocation of revenues or expenses or similar contract or arrangement requiring
any payments to be made by the Consolidated Companies to any Affiliate, and (ii)
any transaction or series of related transactions, whether or not in the
ordinary course of business, with any Affiliate of any Consolidated Company,
other than on terms and conditions at least as favorable to such Consolidated
Company as would be obtained by such Consolidated Company at the time in a
comparable arm's-length transaction with a Person other than an Affiliate.


                                      -83-
<PAGE>

            (b) Make any payment or any loan owing to any officer, shareholder,
subsidiary or Affiliate, or convey or transfer to any other Person any real
property, buildings, or fixtures used in the manufacturing or production
operations of any Consolidated Company, or convey or transfer to any other
Consolidated Company any other assets (excluding conveyances or transfers in the
ordinary course of business) if at the time of such payment, conveyance or
transfer any Default or Event of Default exists or would exist as a result of
such payment, conveyance or transfer, other than (i) loans to officers of the
Domestic Borrower in an aggregate amount not to exceed $450,000 during the term
of this Agreement, (ii) loans to officers of Foreign Subsidiaries organized
under the laws of Hong Kong in an aggregate amount not to exceed $250,000 during
the term of this Agreement, (iii) loans to officers of the Sterling Borrower and
the UK Subsidiaries in an amount not to exceed the Sterling equivalent of
$100,000 during the term of this Agreement.

      Section 9.09. ERISA. Take or fail to take any action, other than
administering any Plan, with respect to such Plan of any Consolidated Company
or, with respect to its ERISA Affiliates, any Plans which are subject to Title
IV of ERISA or to continuation health care requirements for group health plans
under the Tax Code, including without limitation (i) establishing any such Plan,
(ii) amending any such Plan (except where required to comply with applicable
law), (iii) terminating or withdrawing from any such Plan, or (iv) incurring an
amount of unfunded benefit liabilities, as defined in Section 4001(a)(18) of
ERISA, or any withdrawal liability under Title IV of ERISA with respect to any
such Plan, without first obtaining the written approval of the Required Lenders.

      Section 9.10. Additional Negative Pledges. Other than as described on
Schedule 9.10, create or otherwise cause or suffer to exist or become effective,
directly or indirectly, any prohibition or restriction on the creation or
existence of any Lien upon any asset of any Consolidated Company, other than
pursuant to (i) this Agreement, (ii) the terms of any agreement, instrument or
other document pursuant to which any Indebtedness permitted by Section 9.01(d)
is incurred by any Consolidated Company, so long as such prohibition or
restriction applies only to the property or asset being financed by such
Indebtedness, and (iii) any requirement of applicable law or any regulatory
authority having jurisdiction over any of the Consolidated Companies.

      Section 9.11. Limitation on Payment Restrictions Affecting Consolidated
Companies. Other than as described on Schedule 9.11, create or otherwise cause
or suffer to exist or become effective any consensual encumbrance or restriction
on the ability of any Consolidated Company to (i) pay dividends or make any
other distributions on such Consolidated Company's stock, or (ii) pay any
Indebtedness owed to any Credit Party or any other Consolidated Company, or
(iii) transfer any of its property or assets to any Credit Party or any other
Consolidated Company, except any consensual encumbrance or restriction existing
under the Credit Documents or the Subordinated Note Documents.

      Section 9.12. Consolidated Capital Expenditures. Without consent of the
Required Lenders, make Consolidated Capital Expenditures in excess of the sum
of, (a) Permitted Hong Kong Capital Expenditures and (b) (i) $1,450,000 during
the Fiscal Quarters ending June 30, 2001 and September 30, 2001, (ii) $3,750,000
during Fiscal Year 2002, $4,000,000 during Fiscal Year 2003, (iii) $1,500,000
during the Fiscal Quarter ending December 31, 2003.

      Section 9.13. Change in Business. Other than as a consequence of any
acquisition permitted by 9.03 (c), enter into, or permit any of their respective
Subsidiaries to enter into, any business other than the business presently
conducted by the Consolidated Companies taken as a whole or any business
reasonably related or complementary thereto.

      Section 9.14. Modification of Corporate Name, Charter, Etc. Make any
change in any of their (i) corporate names, articles of incorporation, or
similar documents or capital structure that would materially adversely affect
the Borrower's ability to perform under any Credit Document, or (ii) accounting
practices, business objectives, purposes of operations, Fiscal Month, Fiscal
Quarter or Fiscal Year.


                                      -84-
<PAGE>

      Section 9.15. Changes Related to Subordinated Debt. No Credit Party shall
change or amend the terms of any Subordinated Debt (including, without
limitation, Subordinated Debt incurred pursuant to Section 8.10) or any
agreement executed in connection therewith if the effect of such amendment is
to: (a) increase the interest rate on such Subordinated Debt; (b) change the
dates upon which payments of principal or interest are due on such Subordinated
Debt other than to extend such dates; (c) change any default or event of default
other than to delete or make less restrictive any default provision therein, or
add any covenant with respect to such Subordinated Debt; (d) change the
redemption or prepayment provisions of such Subordinated Debt other than to
extend the dates therefor or to reduce the premiums payable in connection
therewith; (e) grant additional security or collateral to secure payment of such
Subordinated Debt; or (f) change or amend any other term if such change or
amendment would materially increase the obligations of the obligor or confer
additional material rights of the holder of such Subordinated Debt in a manner
adverse to any Credit Party, Administrative Agent or any Lender.

                                   ARTICLE X.

                                EVENTS OF DEFAULT

      Upon the occurrence and during the continuance of any of the following
specified events (each an "Event of Default"):

      Section 10.01. Payments. Any Borrower shall fail to pay when due
(including, without limitation, by mandatory prepayment) any principal, or any
Borrower shall fail to pay any interest, fees or other amount payable in respect
of any Obligation and such failure to pay interest, fees or other amounts
continues for five (5) days after the date such amount becomes due;

      Section 10.02. Covenants Without Notice. Any Borrower shall fail to
observe or perform any covenant or agreement contained in Sections 8.01, 8.05,
8.07, 8.08, 8.09 or Article IX;

      Section 10.03. Other Covenants. Any Credit Party shall fail to observe or
perform any covenant or agreement contained in this Agreement, other than those
referred to in Sections 10.01 and 10.02, or in any other Credit Document and, if
capable of being remedied, such failure shall remain unremedied for 30 days
after the earlier of (i) any Borrower's obtaining knowledge thereof, or (ii)
written notice thereof shall have been given to the Borrower Representative by
the Administrative Agent or any Lender;

      Section 10.04. Representations. Any representation or warranty made or
deemed to be made by any Credit Party or by any of its officers under this
Agreement or any other Credit Document (including the Schedules attached
thereto), or any certificate or other document submitted to the Administrative
Agent or the Lenders by any such Person pursuant to the terms of this Agreement
or any other Credit Document, shall be incorrect in any material respect when
made or deemed to be made or submitted;

      Section 10.05. Non-Payments of Other Indebtedness. Any Consolidated
Company shall fail to make when due (whether at stated maturity, by
acceleration, on demand or otherwise, and after giving effect to any applicable
grace period) any payment of principal of or interest on any Indebtedness (other
than the Obligations) with an aggregate outstanding or committed principal
amount of $500,000 or more;

      Section 10.06. Defaults Under Other Agreements. Any Consolidated Company
shall fail to observe or perform within any applicable grace period or fails to
secure a waiver regarding any covenants or agreements contained in any
agreements or instruments relating to any Subordinated Debt or any other
Indebtedness with an aggregate outstanding or committed principal amount of
$500,000 or more, or any other event shall occur if the effect of such failure
or other event is to accelerate, or to permit the holder of such Subordinated
Debt or such other Indebtedness or any other Person to accelerate, the maturity
of such Indebtedness; or any Subordinated Debt or any such other Indebtedness
shall be required to be prepaid (other than by a regularly scheduled required
prepayment) in whole or in part prior to its stated maturity;


                                      -85-
<PAGE>

      Section 10.07. Bankruptcy. Any Credit Party shall commence a voluntary
case concerning itself under the Bankruptcy Code or applicable foreign
bankruptcy laws, or an involuntary case for bankruptcy (or a petition for a
receiving order) is commenced against any Credit Party and the petition is not
controverted within 10 days, or is not dismissed within 60 days, after
commencement of the case, or a custodian, trustee, interim receiver or
coordinator (as defined in the Bankruptcy Code), or if any Person presents a
petition for the winding up (which is not discharged) or for the administration
of any Credit Party under applicable foreign bankruptcy laws or any such order
is mad, or if a sequestrator, trustee in bankruptcy, administrative receiver,
manager receiver, administrator or similar official under applicable foreign
bankruptcy laws is appointed for, or takes charge of, all or any substantial
part of the property of any Credit Party; or any Credit Party commences
proceedings to be granted a suspension of payments or any other proceeding under
any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction,
whether now or hereafter in effect, relating to any Credit Party or there is
commenced against any Credit Party any such proceeding which remains undismissed
for a period of 60 days; or any Credit Party is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or any Credit Party suffers any appointment of any
custodian or the like for it or any substantial part of its property to continue
undischarged or unstayed for a period of 60 days; or any Credit Party makes a
general assignment for the benefit of creditors; or any Credit Party shall fail
to pay, or shall state that it is unable to pay, or shall be unable to pay, its
debts generally as they become due; or any Credit Party shall call a meeting of
its creditors with a view to arranging a composition or adjustment of its debts;
or any Credit Party shall by any act or failure to act indicate its consent to,
approval of or acquiescence in any of the foregoing- or any corporate action is
taken by any Credit Party for the purpose of effecting any of the foregoing;

      Section 10.08. ERISA. A Plan or Foreign Plan of a Consolidated Company or
a Plan subject to Title IV of ERISA of any of its ERISA Affiliates:

            (i) shall fail to be funded in accordance with the minimum funding
standard required by applicable law, the terms of such Plan or Foreign Plan,
Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a
waiver of such standard is sought or granted with respect to such Plan or
Foreign Plan under applicable law, the terms of such Plan or Foreign Plan or
Section 412 of the Tax Code or Section 303 of ERISA; or

            (ii) is being, or has been, terminated or the subject of termination
proceedings under applicable law or the terms of such Plan or Foreign Plan; or

            (iii) shall require a Consolidated Company to provide security under
applicable law, the terms of such Plan or Foreign Plan, Section 401 or 412 of
the Tax Code or Section 306 or 307 of ERISA; or

            (iv) results in a liability to a Consolidated Company under
applicable law, the terms of such Plan or Foreign Plan, or Title IV of ERISA;

and there shall result from any such failure, waiver, termination or other event
a liability to the PBGC (or any similar Person with respect to any Foreign Plan)
or a Plan that could have a Materially Adverse Effect.

      Section 10.09. Judgment. A final judgment or order for the payment of
damages (a) in an uninsured amount equal to $1,000,000 or more, (b) in an
insured amount equal to $5,000,000 or more, or (iii) otherwise having a
Materially Adverse Effect, shall be rendered against any Consolidated Company
and in either case such judgment or order shall continue unsatisfied (in the
case of a money judgment) and in effect for a period of 30 days during which
execution shall not be effectively stayed or deferred (whether by action of a
court, by agreement or otherwise).

      Section 10.10. Change in Control; A Change in Control shall occur;

      Section 10.11. Default Under Other Credit Documents. There shall exist or
occur any "Event of Default" as provided under the terms of any other Credit
Document, or any Credit Document ceases to be in full


                                      -86-
<PAGE>

force and effect or the validity or enforceability thereof is disaffirmed by or
on behalf of any Credit Party, or at any time it is or becomes unlawful for any
Credit Party to perform or comply with its obligations under any Credit Document
or the obligations of any Credit Party under any Credit Document are not or
cease to be legal, valid and binding on such Credit Party;

      Section 10.12. Default under Subordinated Debt. There shall exist or occur
any "Event of Default" or comparable event as provided in documents related to
the Subordinated Debt incurred pursuant to Section 8.10 or the Senior
Subordination Agreement ceases to be in full force and effect or the validity or
enforceability thereof is disaffirmed by or on behalf of any subordinated lender
party thereto, or any Obligations fails to constitute "senior debt" for purposes
of the Senior Subordination Agreement;

      Section 10.13. Attachments. An attachment or similar action shall be made
on or taken against any of the assets of any Consolidated Company with an
aggregate value of $500,000 or more";

then, and in any such event, and at any time thereafter if any Event of Default
shall then be continuing, the Administrative Agent may, and upon the written
request of the Required Lenders, shall take any or all of the following actions,
without prejudice to the rights of the Administrative Agent, any Lender or the
holder of any Note to enforce its claims against the Borrowers: (i) declare the
Commitments terminated, whereupon the Commitments of each Lender shall terminate
immediately and any accrued Revolving Credit Commitment Fee shall forthwith
become due and payable without any other notice of any kind; and (ii) declare
the principal of and any accrued interest on the Loans, and all other
Obligations owing hereunder, to be, whereupon the same shall become, forthwith
due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by each Borrower; provided, however, that
if an Event of Default specified in Section 10.07 shall occur, all Commitments
shall automatically terminate and all Obligations shall automatically become due
and payable, without declaration, demand or notice by the Administrative Agent
or any Lenders. Upon the termination of the Commitments, the Borrower shall
immediately deposit cash collateral with the Issuing Banks into the Cash
Collateral Account in an amount equal to the then outstanding L/C Obligations.
In addition, if any Event of Default shall have occurred and be continuing, the
Administrative Agent may, and upon the written request of the Required Lenders,
shall exercise all remedies contained in the Collateral Documents.

                                  ARTICLE XI.

            ADMINISTRATIVE AGENT, ISSUING BANK AND SWING LINE LENDER

      Section 11.01. Appointment of Administrative Agent. Each Lender hereby
designates SunTrust as Administrative Agent to administer all matters concerning
the Commitments and the Loans and to act as herein specified or as specified in
any other Credit Document. Each Lender hereby irrevocably authorizes, and each
holder of any Note by the acceptance of a Note shall be deemed irrevocably to
authorize, the Administrative Agent to take such actions on its behalf under the
provisions of this Agreement, the other Credit Documents, and all other
instruments and agreements referred to herein or therein, and to exercise such
powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of the Administrative Agent by the terms hereof and
thereof and such other powers as are reasonably incidental thereto. The
Administrative Agent may perform any of its duties hereunder by or through its
agents or employees.

      Section 11.02. Appointment of Issuing Banks. Each Revolving Lender hereby
designates SunTrust as the Domestic Issuing Bank to issue Domestic L/Cs, hold a
Cash Collateral Account and to act as herein specified. Each Sterling Revolving
Lender hereby designates SunTrust as the UK Issuing Bank to issue Foreign
Currency L/Cs, hold a Cash Collateral Account and to act as herein specified.
Each Revolving Lender hereby irrevocably authorizes, and each holder of any
Revolving Credit Note by the acceptance of a Revolving Credit Note shall be
deemed irrevocably to authorize, each Issuing Bank to take such actions on its
behalf under the provisions of this Agreement, the other Credit Documents, and
all other instruments and agreements referred to herein or therein, and to
exercise such powers and to perform such duties hereunder and thereunder as are
specifically delegated to


                                      -87-
<PAGE>

or required of each such Issuing Bank by the terms hereof and thereof and such
other powers as are reasonably incidental thereto. Each Issuing Bank may perform
any of its duties hereunder by or through its agents or employees.

      Section 11.03. Appointment of Swingline Lenders. Each Domestic Revolving
Lender hereby designates SunTrust as the Domestic Swingline Lender to make
Domestic Swingline Loans and to act as herein specified. Each Revolving Lender
hereby designates SunTrust as the UK Swingline Lender to make Sterling Swingline
Loans and to act as herein specified. Each Sterling Revolving Lender hereby
irrevocably authorizes, and each holder of any Revolving Credit Note by the
acceptance of a Revolving Credit Note shall be deemed irrevocably to authorize,
the respective Swingline Lenders to take such actions on its behalf under the
provisions of this Agreement, the other Credit Documents, and all other
instruments and agreements referred to herein or therein, and to exercise such
powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of each such Swingline Lender by the terms hereof and
thereof and such other powers as are reasonably incidental thereto. Each
Swingline Lender may perform any of its duties hereunder by or through its
agents or employees.

      Section 11.04. Nature of Duties of Administrative Agent, Issuing Banks and
Swingline Lenders. The Administrative Agent, the Issuing Banks and Swingline
Lenders shall have no duties or responsibilities except those expressly set
forth in this Agreement and the other Credit Documents. Neither the
Administrative Agent, the Issuing Banks, the Swingline Lenders nor any of their
respective officers, directors, employees or agents shall be liable for any
action taken or omitted by it as such hereunder or in connection herewith,
unless caused by its or their gross negligence or willful misconduct. The duties
of the Administrative Agent, the Issuing Banks and Swingline Lenders shall be
ministerial and administrative in nature. The Administrative Agent, the Issuing
Banks and Swingline Lenders shall not have by reason of this Agreement a
fiduciary relationship in respect of any Lender; and nothing in this Agreement,
express or implied, is intended to or shall be so construed as to impose upon
the Administrative Agent, the Issuing Banks or the Swingline Lenders any
obligations in respect of this Agreement or the other Credit Documents except as
expressly set forth herein.

      Section 11.05. Lack of Reliance on the Administrative Agent, the Issuing
Banks and the Swingline Lenders.

            (a) Independently and without reliance upon the Administrative
Agent, the Issuing Banks or the Swingline Lenders, each Lender, to the extent it
deems appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Consolidated
Companies in connection with the taking or not taking of any action in
connection herewith, and (ii) its own appraisal of the creditworthiness of the
Consolidated Companies, and, except as expressly provided in this Agreement,
neither the Administrative Agent, the Issuing Banks nor the Swingline Lenders
shall have any duty or responsibility, either initially or on a continuing
basis, to provide any Lender with any credit or other information with respect
thereto, whether coming into its possession before the making of any Loans, the
purchasing of participations in any L/C or any Swingline Loan, or at any time or
times thereafter.

            (b) Neither the Administrative Agent, the Issuing Banks nor the
Swingline Lenders shall be responsible to any Lender for any recitals,
statements, information, representations or warranties herein or in any
document, certificate or other writing delivered in connection herewith or for
the execution, effectiveness, genuineness, validity, enforceability,
collectibility, priority or sufficiency of this Agreement, the Notes, and the
other Credit Documents, or any other documents contemplated hereby or thereby,
or the financial condition of the Consolidated Companies, or be required to make
any inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of this Agreement, the Notes, and the other Credit
Documents, or the other documents contemplated hereby or thereby, or the
financial condition of the Consolidated Companies, or the existence or possible
existence of any Default or Event of Default.

      Section 11.06. Certain Rights of the Administrative Agent, the Issuing
Banks and the Swingline Lenders. If the Administrative Agent, the Issuing Banks
or the Swingline Lenders shall request instructions or consent from the Lenders
or Required Lenders with respect to any action or actions (including the failure
to act)


                                      -88-
<PAGE>

in connection with this Agreement where such instructions or consent are
required or provided for in this Agreement, the Administrative Agent, the
Issuing Banks or the Swingline Lenders, as the case may be, shall be entitled to
refrain from such act or taking such act, unless and until it shall have
received such instructions or consent from such Lenders; and neither the
Administrative Agent, any Issuing Bank nor any Swingline Lender shall incur
liability to any Person by reason of so refraining. Without limiting the
foregoing, no Lender shall have any right of action whatsoever against the
Administrative Agent, the Issuing Banks nor the Swingline Lenders, as a result
of the Administrative Agent, the Issuing Banks or the Swingline Lenders acting
or refraining from acting hereunder in accordance with the instructions or
consent of any Lender, all Lenders or the Required Lenders where such
instructions or consent are required or provided for by this Agreement. In the
absence of any express provision as to instructions or consent of any or all
Lenders or Required Lenders, the Administrative Agent, the Swingline Lenders and
the Issuing Banks may request instructions or consent from the Required Lenders
and, if so requested, shall be entitled to refrain from acting or taking such
acts unless and until it shall have received such instructions or consent, shall
have no liability to any Lender, and shall be fully protected in acting or
refraining from acting hereunder in accordance with instructions or consent of
the Required Lenders.

      Section 11.07. Reliance by Administrative Agent, Issuing Bank and the
Swingline Lender. The Administrative Agent, the Issuing Banks and the Swingline
Lenders shall be entitled to rely, and shall be fully protected in relying, upon
any note, writing, resolution, notice, statement, certificate, telex, teletype
or telecopier message, cable gram, radiogram, order or other documentary,
teletransmission or telephone message believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person. The Administrative
Agent, the Issuing Banks and the Swingline Lenders may consult with legal
counsel (including counsel for the Borrowers), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.

      Section 11.08. Indemnification of Administrative Agent, the Issuing Banks
and the Swingline Lenders.

            (a) To the extent the Administrative Agent is not reimbursed and
indemnified by the Domestic Borrower, each Lender will reimburse and indemnify
the Administrative Agent, ratably according to the Commitments and outstanding
Loans held by each Lender, for and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses
(including counsel fees and disbursements) or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent in performing its duties hereunder, in any way relating to
or arising out of this Agreement or the other Credit Documents; provided, that
no Lender shall be liable to the Administrative Agent for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct.

            (b) To the extent the Domestic Issuing Bank is not reimbursed and
indemnified by the Domestic Borrower and the UK Issuing Bank is not reimbursed
by the Sterling Borrower, each Domestic Revolving Lender will reimburse and
indemnify the Domestic Issuing Bank and each Sterling Revolving Lender will
reimburse and indemnify the Sterling Issuing Bank, ratably according to the
respective Revolving Credit Commitments and outstanding Revolving Loans held by
each such Revolving Lender, for and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including counsel fees and disbursements) or disbursements of any kind
or nature whatsoever which may be imposed on, incurred by or asserted against
such Issuing Bank in performing its duties hereunder, in any way relating to or
arising out of this Agreement or the other Credit Documents; provided that no
Revolving Lender shall be liable to any Issuing Bank for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Issuing Bank's gross
negligence or willful misconduct.

            (c) To the extent the Domestic Swingline Lender is not reimbursed
and indemnified by the Domestic Borrower and the UK Swingline Lender is not
reimbursed and indemnified by the Sterling Borrower, each Domestic Revolving
Lender will reimburse and indemnify the Domestic Swingline Lender and each
Sterling Revolving Lender will reimburse and indemnify the Sterling Swingline
Lender, ratably according to the respective Revolving Credit Commitments and
outstanding Revolving Loans held by each such Revolving Lender, for and


                                      -89-
<PAGE>

against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including counsel fees and
disbursements) or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against such Swingline Lender in performing
its duties hereunder, in any way relating to or arising out of this Agreement or
the other Credit Documents; provided, that no Revolving Lender shall be liable
to any Swingline Lender for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Swingline Lender's gross negligence or willful
misconduct.

      Section 11.09. The Administrative Agent, the Issuing Banks and the
Swingline Lenders in Their Individual Capacities. With respect to its obligation
to lend under this Agreement, the Loans made by it, the L/Cs issued by it or in
which it purchases a participation, and the Notes issued to it, the
Administrative Agent, the Issuing Banks and the Swingline Lenders shall have the
same rights and powers hereunder as any other Lender or holder of a Note and may
exercise the same as though it were not performing the duties specified herein;
and the terms "Lenders", "Required Lenders", "holders of Notes", or any similar
terms shall, unless the context clearly otherwise indicates, include the
Administrative Agent, the Issuing Banks and the Swingline Lenders in their
individual capacities. The Administrative Agent, the Swingline Lenders and the
Issuing Banks may accept deposits from, lend money to, and generally engage in
any kind of banking, trust, financial advisory or other business with the
Consolidated Companies or any affiliate of the Consolidated Companies as if it
were not performing the duties specified herein, including without limitation
purchasing and holding the Subordinated Notes, and may accept fees and other
consideration from the Consolidated Companies for services in connection with
this Agreement, and otherwise without having to account for the same to the
Lenders.

      Section 11.10. Holders of Notes. The Administrative Agent may deem and
treat the payee of any Note as the owner thereof for all purposes hereof unless
and until a written notice of the assignment or transfer thereof shall have been
filed with the Administrative Agent. Any request, authority or consent of any
Person who, at the time of making such request or giving such authority or
consent, is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee or assignee of such Note or of any Note or Notes
issued in exchange therefor.

      Section 11.11. Successor Administrative Agent.

            (a) The Administrative Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower Representative. Upon any
such resignation, the Required Lenders shall have the right, upon five days'
notice to the Borrower Representative, to appoint a successor Administrative
Agent. If no successor Administrative Agent shall have been so appointed and
shall have accepted such appointment within 30 days after the retiring
Administrative Agent's giving of notice of resignation, then, upon five days'
notice to the Borrower Representative, the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent, which shall be
a bank which maintains an office in the United States, or a commercial bank
organized under the laws of the United States of America or any State thereof,
or any Affiliate of such bank, having a combined capital and surplus of at least
$500,000,000.

            (b) Upon the acceptance of any appointment as the Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of this
Article XI shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Administrative Agent under this Agreement.


                                      -90-
<PAGE>

                                  ARTICLE XII.

                                  MISCELLANEOUS

      Section 12.01. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, telecopy or
similar teletransmission or writing), shall be in the English language, and
shall be given to such party at its address or applicable teletransmission
number set forth on the signature pages hereof, or such other address or
applicable teletransmission number as such party may hereafter specify by notice
to the Administrative Agent and each Borrower. Each such notice, request or
other communication shall be effective (i) if given by telex, when such telex is
transmitted to the telex number specified in this Section and the appropriate
answer back is received, (ii) if given by mail, five Business Days after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, (iii) if given by telecopy, when such telecopy is
transmitted to the telecopy number specified in this Section and the appropriate
confirmation is received, (iv) if given by a reputable overnight courier
service, the Business Day after such communication is delivered to such courier
device for overnight delivery, or (v) if given by any other means (including,
without limitation, by air courier), when delivered or received at the address
specified in this Section; provided that notices to the Administrative Agent
shall not be effective until received.

      Section 12.02. Amendments, Etc. No amendment or waiver of any provision of
this Agreement or the other Credit Documents, nor consent to any departure by
the Borrowers therefrom, shall in any event be effective unless the same shall
be in writing and signed by the Required Lenders, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no amendment, waiver or consent
shall, unless in writing and signed by all of the Lenders do any of the
following at any time: (i) waive any of the conditions specified in Section
6.01, (ii) change any of the provisions of the definition of "Required Lenders"
or any other provision of any Credit Documents specifying the number, percentage
or type of Lenders required to waive, amend or modify any rights thereunder or
make any determination or grant any consent thereunder, (iii) release any
Guarantor, or reduce or limit the obligations of any Guarantor under any
Guaranty Agreements or otherwise limit such Guarantor's liability with respect
to the Obligations owing to the Administrative Agent, the Issuing Banks, the
Swingline Lenders and the Lenders, (iv) release any material portion of the
Collateral in any transaction or series of related transactions, (v) amend this
Section 12.02 or Section 12.06, or (vi) change Section 5.10 in any manner that
would alter the pro rata sharing of the payments required thereby, provided,
further, that no amendment, waiver or consent shall, unless in writing and
signed by the Required Lenders and each Revolving Lender, Term A Lender or Term
B Lender, as the case may be, that is directly affected by such amendment,
waiver or consent, (i) increase the Commitments of such Lender, (ii) reduce the
principal of, or interest on, the Notes held by such Lender or any fees or other
amounts payable hereunder to such Lender, (iii) postpone the maturity of any
Loan or the termination of any Commitment, (iv) postpone, waive or excuse any
scheduled date for any payment of principal of, or interest on, the Notes held
by such Lender or any fees or other amounts payable hereunder to such Lender, or
(iv) change the order of application of any prepayments as set forth in Section
5.08(e)(f) or (g) in any manner that adversely affects such Lender; provided,
further that no amendment, waiver or consent shall, unless in writing and signed
by the Issuing Banks, in addition to the Lenders required above to take such
action, affect the rights or obligations of the Issuing Banks under this
Agreement; provided, further that no amendment, waiver or consent shall, unless
in writing and signed by the Swingline Lenders, in addition to the Lenders
required above to take such action, affect the rights or obligations of the
Swingline Lenders under this Agreement; and provided further that no amendment,
waiver or consent shall, unless in writing and signed by Administrative Agent in
addition to the Lenders required above to take such action, affect the rights or
duties of Administrative Agent under this Agreement or the other Credit
Documents. If any Borrower or any of its Subsidiaries sells, leases or otherwise
disposes of any property that constitutes Collateral and such sale, lease or
other disposition is permitted under Section 9.03, the Lien on such Collateral
in favor of the Administrative Agent for the benefit of the Lenders shall be
automatically released and the Administrative Agent shall, upon the reasonable
request and at the expense of the Borrowers, and without the necessity of any
consent of the Lenders, execute and deliver such releases, lien terminations and
other documents as the Borrowers shall reasonably request to evidence the
release of such Liens.


                                      -91-
<PAGE>

      Section 12.03. No Waiver; Remedies Cumulative. No failure or delay on the
part of the Administrative Agent, any Lender or any holder of a Note in
exercising any right or remedy hereunder or any other Credit Document, and no
course of dealing between any Borrower and the Administrative Agent, any Lender
or the holder of any Note shall operate as a waiver thereof, nor shall any
single or partial exercise of any right or remedy hereunder or any other Credit
Document preclude any other or further exercise thereof or the exercise of any
other right or remedy hereunder or thereunder. The rights and remedies herein
expressly provided are cumulative and not exclusive of any rights or remedies
which the Administrative Agent, any Lender or the holder of any Note would
otherwise have. No notice to or demand on any Borrower not required hereunder or
any other Credit Document in any case shall entitle any Borrower to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Administrative Agent, the Lenders or the holder of
any Note to any other or further action in any circumstances without notice or
demand.

      Section 12.04. Payment of Expenses, Etc. The Borrowers agree to:

                  (i) whether or not the transactions hereby contemplated are
consummated, pay all reasonable, out-of-pocket costs and expenses of the
Administrative Agent and the Arranger in the administration (both before and
after the execution hereof and including advice of counsel as to the rights and
duties of the Administrative Agent and the Lenders with respect thereto) of, and
in connection with the preparation, execution and delivery of, preservation of
rights under, enforcement of, and refinancing, renegotiation or restructuring
of, this Agreement and the other Credit Documents and the documents and
instruments referred to therein, and any amendment, waiver or consent relating
thereto (including, without limitation, the reasonable fees and disbursements of
counsel for the Administrative Agent), and in the case of enforcement of this
Agreement or any Credit Document, all such reasonable, out-of-pocket costs and
expenses (including, without limitation, the reasonable fees and disbursements
of counsel) for any of the Lenders;

                  (ii) pay and hold each of the Administrative Agent, the
Lenders, the Swingline Lenders and the Issuing Banks harmless from and against
any and all present and future stamp, documentary, and other similar Taxes with
respect to this Agreement, the Notes, the L/Cs, the other Credit Documents, the
Collateral and any payments due thereunder, and save the Administrative Agent,
each Lender, the Swingline Lender and the Issuing Bank harmless from and against
any and all liabilities with respect to or resulting from any delay or omission
to pay such Taxes;

                  (iii) indemnify the Administrative Agent, the Arranger, the
Issuing Banks, the Swingline Lenders, the Lenders and their respective officers,
directors, employees, representatives and agents (whether or not any of them is
designated a party thereto) (an "Indemnitee") from, and hold each of them
harmless against, any and all costs, losses, liabilities, claims, damages or
expenses incurred by any of them arising out of or by reason of any
investigation, litigation or other proceeding related to any actual or proposed
use of the proceeds of any of the Loans or L/Cs or Borrowers' entering into and
performing of the Agreement, the Notes or the other Credit Documents, including,
without limitation, the reasonable fees and disbursements of counsel (including
foreign counsel) incurred in connection with any such investigation, litigation
or other proceeding; provided, however, the Borrowers shall not be obligated to
indemnify any Indemnitee for any of the foregoing arising solely out of such
Indemnitee's gross negligence or willful misconduct or solely from the breach by
such Indemnitee of its obligations hereunder.

                  (iv) without limiting the indemnities set forth in subsection
(iii) above, indemnify each Indemnitee for any and all expenses and costs
(including without limitation, remedial, removal, response, abatement, cleanup,
investigative, closure and monitoring costs), losses, claims (including claims
for contribution or indemnity and including the cost of investigating or
defending any claim and whether or not such claim is ultimately defeated, and
whether such claim arose before, during or after Borrowers' ownership,
operation, possession or control of its business, property or facilities or
before, on or after the date hereof, and including also any amounts paid
incidental to any compromise or settlement by the Indemnitee or Indemnitees to
the holders of any such claim), lawsuits, liabilities, obligations, actions,
judgments, suits, disbursements, encumbrances, liens, damages (including without
limitation damages for contamination or destruction of natural resources),
penalties and fines of any kind or nature whatsoever (including without
limitation in all cases the reasonable fees, other


                                      -92-
<PAGE>

charges and disbursements of counsel in connection therewith) incurred, suffered
or sustained by that Indemnitee based upon, arising under or relating to
Environmental Laws based on, arising out of or relating to in whole or in part,
the existence or exercise of any rights or remedies by any Indemnitee under this
Agreement, any other Credit Document or any related documents.

If and to the extent that the obligations of the Borrowers under this Section
12.04 are unenforceable for any reason, the Borrowers hereby agrees to make the
maximum contribution to the payment and satisfaction of such obligations which
is permissible under applicable law.

      Section 12.05. Right of Setoff. In addition to and not in limitation of
all rights of offset that any Lender or other holder of a Note may have under
applicable law, each Lender or other holder of a Note shall, upon the occurrence
and during the continuance of any Event of Default and whether or not such
Lender or such holder has made any demand to any Credit Party or any Borrower's
obligations are matured, have the right to appropriate and apply to the payment
of Borrowers' obligations hereunder and the other Credit Documents, all deposits
of all Borrowers (general or special, time or demand, provisional or final) then
or thereafter held by and other indebtedness or property then or thereafter
owing by such Lender or other holder to the Borrowers, whether or not related to
this Agreement or any transaction hereunder, and whether or not the obligations
of the Borrowers under the Credit Documents are payable in the same currency as
any such deposits, indebtedness or property.

      Section 12.06. Benefit of Agreement.

            (a) This 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 no Borrower may assign or transfer any of its interest
hereunder without the prior written consent of the Lenders.

            (b) Any Lender may make, carry or transfer Loans at, to or for the
account of, any of its branch offices or the office of an Affiliate of such
Lender.

            (c) Each Lender may assign all or a portion of its interests, rights
and obligations under this Agreement (including all or a portion of any of its
Commitments, the Loans owing to it, its participations in the L/C Obligations
and the Swingline Loans, and the Notes held by it) to any Eligible Assignee;
provided, however, that (i) the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower Representative must give
their prior written consent to such assignment, which consents shall not be
unreasonably withheld or delayed, (ii) the aggregate principal amount of the
Revolving Credit Commitment or any Term A Loan assigned (determined as of the
date the Assignment and Acceptance with respect to such assignment is delivered
to the Administrative Agent) shall be in a minimum amount of the Sterling
Equivalent of $1,000,000 and in integral multiples of the Sterling Equivalent of
$1,000,000, or any Term B Loan assigned (determined as of the date of the
Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall be in a minimum amount of $1,000,000 and in integral
multiples of $1,000,000, (iii) such assigning Lender shall assign a
proportionate share of all of its rights and obligations with respect thereto,
and (iv) the parties to each such assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with Note or Notes
subject to such assignment and a processing and recordation fee of $1,000 and
reasonable attorney fees paid by the assigning Lender or the assignee Lender;
provided, further, that the minimum amounts required in clause (ii) above shall
not apply to any assignments made (x) at any time an Event of Default has
occurred and is continuing, (y) by a Lender assigning the entire amount of its
Revolving Credit Commitment (including its Domestic Revolving Loans, Sterling
Revolving Loans, Revolving Credit Notes and its participations in any L/C
Obligations and Swingline Loans) or its Term A Loans, or its Term B Loans, or
(z) by a Lender assigning any portion of its Revolving Credit Commitment
(including its Revolving Loans, Revolving Credit Notes and its participations in
any L/C Obligations and Swingline Loans) or its Term A Loans or its Term B Loans
to one of its Affiliates or to a Person that is already a Lender under this
Agreement prior to giving effect to such assignment. From and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five (5) Business Days after the execution thereof, the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement. Within five (5) Business Days after receipt of the
notice and the Assignment and


                                      -93-
<PAGE>

Acceptance, each Borrower, as applicable, at its own expense, shall execute and
deliver to the Administrative Agent, in exchange for the surrendered Note or
Notes, a new Note or Notes to the order of such assignee in a principal amount
equal to the applicable Revolving Credit Commitment, Term A Loan or Term B Loan,
as the case may be, assumed by it pursuant to such Assignment and Acceptance and
new Note or Notes to the assigning Lender in the amount of its retained
Revolving Credit Commitment and Loans. Such new Note or Notes shall be in an
aggregate principal amount equal to the aggregate principal amount of such
surrendered Note or Notes, shall be dated the date of the surrendered Note or
Notes which they replace, and shall otherwise be in substantially the form
attached hereto.

            (d) Each Lender may, without the consent of, the Borrower
Representative and the Administrative Agent, sell participations to one or more
banks, financial institutions, insurance companies or other entities in all or a
portion of its rights and obligations under this Agreement (including all or a
portion of any of its Commitments, its Loans and its participation in L/C
Obligations and Swingline Loan and the Notes held by it); provided, however,
that (i) such Lender's obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations, (iii) the participating bank, financial
institution, insurance company or other entity shall not be entitled to the
benefit (except through its selling Lender) of the cost protection provisions
contained in Section 5.09, 5.12 through 5.17 or Section 5.19 of this Agreement,
and (iv) the Borrowers, the Borrower Representative, the Administrative Agent,
the Issuing Bank, the Swingline Lender and other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Credit Documents, and such Lender
shall retain the sole right to enforce the obligations of the Borrowers relating
to its Commitments, its Loans and its participation in L/C Obligations and
Swingline Loans. Any Lender or participant may, in connection with the
assignment or participation or proposed assignment or participation, pursuant to
this Section, disclose to the assignee or participant or proposed assignee or
participant any information relating to any Borrower or the other Consolidated
Companies furnished to such Lender by or on behalf of such Borrower or any other
Consolidated Company.

            (e) Any Lender may at any time assign all or any portion of its
rights in this Agreement and the Notes issued to it to a Federal Reserve Bank;
provided that no such assignment shall release any Lender from any of its
obligations hereunder.

      Section 12.07. Exchange of Notes; Lost Notes. At the option of the holder
of any Note, such Note may be exchanged for other Notes of the same type, of
like tenor and of any denominations, and of a like aggregate principal amount,
upon surrender of such Note to be exchanged at the address for notices of the
Borrower Representative. Whenever any Notes are so surrendered for exchange, the
Borrowers shall, at their own expense, execute and deliver the Notes which the
holder making the exchange is entitled to receive. Every Note surrendered for
exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer duly executed, by the holder of such Note or such holder's attorney
duly authorized in writing. Any Note or Notes issued in exchange for any Note or
upon transfer thereof shall carry the rights to unpaid interest and interest to
accrue which were carried by the Note so exchange or transferred, so that
neither gain nor loss of interest shall result from any such transfer or
exchange. Upon receipt of written notice from the holder of any Note of the
loss, theft, destruction or mutilation of such Note and, in the case of any such
loss, theft or destruction, upon receipt of such holder's unsecured indemnity
agreement, or in the case of any such mutilation upon surrender and cancellation
of such Note, the Borrowers will make and deliver a new Note, of the same type
and of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

      Section 12.08. Governing Law; Submission to Jurisdiction.

            (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER AND UNDER THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF) OF THE STATE OF GEORGIA.


                                      -94-
<PAGE>

            (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT,
THE NOTES, OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN ANY COURT OF THE STATE
OF GEORGIA OR IN ANY COURT OF THE UNITED STATES OF AMERICA FOR THE NORTHERN
DISTRICT OF GEORGIA, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
BORROWER HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND EACH BORROWER HEREBY IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH
RESPECTIVE JURISDICTIONS.

            (c) EACH BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS 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 EACH
BORROWER AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER
SUCH MAILING.

            (d) Nothing herein shall affect the right of the Administrative
Agent, the Issuing Banks, the Swingline Lenders, any Lender, any holder of a
Note or any Borrower to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against any Borrower in any
other jurisdiction.

Each Borrower hereby irrevocably designates, appoints and empowers CT
Corporation System, whose present address is 1201 Peachtree Street, N.E.,
Atlanta, Georgia 30361, as its authorized agent to receive, for and on its
behalf and its property, service of process in the State of Georgia when and as
such legal actions or proceedings may be brought in the courts of the State of
Georgia or of the United States of America sitting in Georgia, and such service
of process shall be deemed complete upon the date of delivery thereof to such
agent whether or not such agent gives notice thereof to such Borrower, or upon
the earliest of any other date permitted by applicable law. Each Borrower shall
furnish the consent of CT Corporation System so to act to the Administrative
Agent on or prior to the Original Closing Date. It is understood that a copy of
said process served on such Administrative Agent will as soon as practicable be
forwarded to said Borrower, at its address set forth below, but its failure to
receive such copy shall not affect in any way the service of said process on
said agent as the agent of said Borrower. Each Borrower irrevocably consents to
the service of process out of any of the aforementioned courts in any such
action or proceeding by the mailing of the copies thereof by certified mail,
return receipt requested, postage prepaid, to it at its address set forth
herein, such service to become effective upon the earlier of (i) the date 10
calendar days after such mailing or (ii) any earlier date permitted by
applicable law. Each Borrower agrees that it will at all times continuously
maintain an agent to receive service of process in the State of Georgia on
behalf of itself and its properties and in the event that, for any reason, the
agent named above or its successor shall no longer serve as its agent to receive
service of process in the State of Georgia on its behalf, it shall promptly
appoint a successor so to serve and shall advise the Administrative Agent and
the Lenders thereof (and shall furnish to the Administrative Agent the consent
of any successor agent so to act). Nothing in this Section 12.08 shall affect
the right of the Administrative Agent or any Lender to bring proceedings against
any Borrower in the courts of any other jurisdiction or to serve process in any
other manner permitted by applicable law.

      Section 12.09. Independent Nature of Lenders' Rights. The amounts payable
at any time hereunder to each Lender shall be a separate and independent debt,
and each Lender shall be entitled to protect and enforce its rights pursuant to
this Agreement and its Notes, and it shall not be necessary for any other Lender
to be joined as an additional party in any proceeding for such purpose.

      Section 12.10. Counterparts. This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument.

      Section 12.11. Survival. The obligations of the Borrowers under Sections
5.12 through 5.16, 5.18, 5.19, 5.09(b) and 12.04 hereof shall survive the
payment in full of the Notes and the Term A Loan Maturity Date


                                      -95-
<PAGE>

and Term B Loan Maturity Date. All representations and warranties made herein
and in the other Credit Documents, in the certificates, reports, notices, and
other documents delivered pursuant to this Agreement shall survive the execution
and delivery of this Agreement and the other Credit Documents, the making of the
Loans and the issuance of the L/Cs and shall continue until the Notes are paid
in full and the Commitments are terminated.

      Section 12.12. Severability. In case any provision in or obligation under
this Agreement or the other Credit Documents shall be invalid, illegal or
unenforceable, in whole or in part, in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

      Section 12.13. Independence of Covenants. All covenants hereunder and
under the other Credit Documents shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or be otherwise within the
limitation of, another covenant, shall not avoid the occurrence of a Default or
an Event of Default if such action is taken or condition exists.

      Section 12.14. Change in Accounting Principles, Fiscal Year or Tax Laws.
If (i) any preparation of the financial statements referred to in Section 8.07
hereafter occasioned by the promulgation of rules, regulations, pronouncements
and opinions by or required by the Financial Accounting Standards Board or the
American Institute of Certified Public Accountants (or successors thereto or
agencies with similar functions) result in a material change in the method of
calculation of financial covenants, standards or terms found in this Agreement,
(ii) there is any change in the Domestic Borrower's Fiscal Month, Fiscal Quarter
or Fiscal Year, or (iii) there is a material change in United States or the
United Kingdom tax laws which materially affects any of the Consolidated
Companies' ability to comply with the financial covenants, standards or terms
found in this Agreement, the parties agree to enter into negotiations in order
to amend such provisions so as to equitably reflect such changes with the
desired result that the criteria for evaluating any of the Consolidated
Companies' financial condition shall be the same after such changes as if such
changes had not been made. Unless and until such provisions have been so
amended, the provisions of this Agreement shall govern.

      Section 12.15. Headings Descriptive; Entire Agreement. The headings of the
several sections and subsections of this Agreement are inserted for convenience
only and shall not in any way affect the meaning or construction of any
provision of this Agreement. This Agreement, the other Credit Documents, and the
agreements and documents required to be delivered pursuant to the terms of this
Agreement constitute the entire agreement among the parties hereto and thereto
regarding the subject matters hereof and thereof and supersede all prior
agreements, representations and understandings related to such subject matters

      Section 12.16. Maximum Interest Rate. Nothing contained in this Agreement
or any Note shall require the Borrowers to pay interest at a rate exceeding the
Maximum Permissible Rate. If interest payable to any Lender for any period would
exceed the Maximum Permissible Rate, such interest shall be reduced
automatically to the maximum amount that would not exceed the Maximum
Permissible Rate, and interest payable to any Lender for any subsequent period,
to the extent less than the Maximum Permissible Rate, shall, to that extent, be
increased by the aggregate amount of all such reductions.

      Section 12.17. Judgment Currency.

            (a) The Credit Parties' obligations hereunder and the other Credit
Documents to make payments in a particular currency as the case may be (the
"Obligation Currency") shall not be discharged or satisfied by any tender or
recovery pursuant to any judgment expressed in or converted into any currency
other than the Obligation Currency, except to the extent that such tender or
recovery actually results in the effective receipt by the Administrative Agent
or a Lender of the full amount of the Obligation Currency expressed to be
payable to the Administrative Agent or such Lender under this Agreement or the
other Credit Documents. If for the purpose of obtaining or enforcing judgment
against any Borrower or other Credit Party in any court or in any jurisdiction,
it becomes necessary to convert into or from any currency other than the
Obligation Currency (such other currency being hereinafter referred to as the
"Judgment Currency") an amount due in the Obligation Currency, the


                                      -96-
<PAGE>

conversion shall be made, and the currency equivalent determined, in each case,
as on the day immediately preceding the day on which the judgment is given (such
Business Day being hereafter referred to as the "Judgment Currency Conversion
Date").

            (b) If there is a change in the rate of exchange prevailing between
the Judgment Currency Conversion Date and the date of actual payment of the
amount due, the Credit Parties covenant and agree to pay, or cause to be paid,
such additional amounts, if any (but in any event not a lesser amount), as may
be necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange quoted by the Administrative Agent at its
prevailing rate for such currency exchange on the date of payment, will produce
the amount of the Obligation Currency which could have been purchased with the
amount of Judgment Currency stipulated in the judgment or judicial award at the
rate of exchange prevailing on the Judgment Currency Conversion Date.

            (c) For purposes of determining the currency equivalent for this
Section, such amounts shall include any premium and costs payable in connection
with the purchase of the Obligation Currency.

      Section 12.18. Dollar Equivalent Computations. Unless otherwise provided
herein, to the extent that the determination of compliance with any requirement
of this Agreement requires the conversion to US Dollars of foreign currency
amounts, such US Dollar amount shall be computed using the Dollar Equivalent of
the amount of such foreign currency at the time such item is to be calculated or
is to be or was incurred, created or suffered or permitted to exist, or assumed
or transferred or sold for purposes of this Agreement (except if such item was
incurred, created or assumed, or suffered or permitted to exist or transferred
or sold prior to the Original Closing Date, such conversion shall be made based
on the Dollar Equivalent of the amounts of such foreign currency at the date
hereof).

      Section 12.19. Sterling Equivalent Computations. Unless otherwise provided
herein, to the extent that the determination of compliance with any requirement
of this Agreement requires the conversion to Sterling of US Dollar amounts, such
Sterling amount shall be computed using the Sterling Equivalent of the amount of
US Dollars at the time such item is to be calculated or is to be or was
incurred, created or suffered or permitted to exist, or assumed or transferred
or sold for purposes of this Agreement (except if such item was incurred,
created or assumed, or suffered or permitted to exist or transferred or sold
prior to the Original Closing Date, such conversion shall be made based on the
Sterling Equivalent of the amounts of such US Dollars at the date hereof).

      Section 12.20. Market Disruption. Notwithstanding the satisfaction of all
conditions referred to in this Article 12 with respect to any Loans in Sterling,
if there shall occur on or prior to the date of any such Loan any change in
national or international financial, political or economic conditions or
currency exchange rates or exchange controls which would in the reasonable
opinion of the Administrative Agent or any Lender make it impracticable for the
Loans to be denominated in Sterling, then the Administrative Agent shall
forthwith give notice thereof to Borrowers and the Lenders, and such Sterling
Loans shall not be denominated in Sterling but shall be made in Dollars, in an
aggregate principal amount equal to the Dollar Equivalent of the aggregate
principal amount specified in the related Borrowing Notice, as Revolving Loans,
unless the applicable Borrower notifies the Administrative Agent at least one
(1) Business Day before such date that it elects not to borrow on such date and
in an aggregate principal amount equal to the Dollar Equivalent of the aggregate
principal amount specified in the related Borrowing Notice.

                        [Signatures appear on next page]


                                      -97-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.

Address for Notices:                    CATALINA LIGHTING, INC.,
                                        as a Borrower
18191 N.W. 68th  Avenue
Miami, Florida 33015
Attention:                              By:    /s/ David W. Sasnett
Telecopier: 305/556-4590                   -------------------------------------
                                            Name:  David W. Sasnett
                                            Title: Chief Financial Officer


Address for Notices:                    CATALINA INTERNATIONAL LIMITED,
                                        formerly known as CATALINA
18191 N.W. 68th  Avenue                 INTERNATIONAL PLC, as a Borrower
Miami, Florida 33015
Attention:
Telecopier: 305/556-4590                By:    /s/ Robert Hersh
                                           -------------------------------------
                                             Name:  Robert Hersh
                                             Title: Director


Address for Notices:                    RING LIMITED (formerly known as Ring
                                        PLC), as a Borrower
18191 N.W. 68th  Avenue
Miami, Florida 33015
Attention:                              By:    /s/ Robert Hersh
Telecopier: 305/556-4590                   -------------------------------------
                                             Name:  Robert Hersh
                                             Title: Director
<PAGE>

Address for Notices:                    SUNTRUST BANK,
                                        as Administrative Agent, as Domestic
                                        Issuing Bank, as Domestic Swingline
                                        Lender, as UK Issuing Bank, as UK
                                        Swingline Lender, and as a Lender

SunTrust Bank
501 East Las Olas Blvd.
7th Floor
Ft. Lauderdale, FL 33301                By: /s/ W. David Wisdom
Attention: Stephen Derby                    ------------------------------------
Telecopier: (954) 765-7240                  Name:  w. David Wisdom
                                                  ------------------------------
Administrative Agent's Payment Office:      Title: Vice President
                                                  ------------------------------
303 Peachtree Street
SunTrust Plaza, 25th Floor
Atlanta, GA 30308
Attention: Laura Harrison

Lending Office:

303 Peachtree Street
SunTrust Plaza, 25th Floor
Atlanta, GA 30308
Attention: Laura Harrison

LIBOR Lending Office:

303 Peachtree Street
SunTrust Plaza, 25th Floor
Atlanta, Georgia 30308
Attention: Laura Harrison

Sterling Lending Office

303 Peachtree Street
SunTrust Plaza, 25th Floor
Atlanta, Georgia 30308
Attention: Laura Harrison

Sterling Payment Office

Barclays Bank PLC (SWIFT Code BARCGB22)
54 Lombard Street
London, EC4N 8JA England
Sort Code: 20-32-53
For the account of: SunTrust Bank
Acct. No. 30847747



<PAGE>

                                                       COMMITMENT
                                                         AMOUNT
                                                       ----------

REVOLVING CREDIT COMMITMENT, MADE UP                  US $12,500,000
OF:

DOMESTIC REVOLVING CREDIT COMMITMENT                    US $700,000

STERLING REVOLVING CREDIT COMMITMENT             The Sterling Equivalent of
                                                       US $11,800,000

TERM A LOAN COMMITMENT                           (pound) 4,139,346.97 (the
                                                 Sterling Equivalent of  US
                                                  $5,836,479.23) as of July
                                                          17, 2001

TERM B LOAN COMMITMENT                                    U.S. $0
<PAGE>

Address for Notices:                    REPUBLIC BANK, as a Lender

28050 US Highway 19 North
Clearwater, Florida 33761
Attn: Brigitta Lawton
Facsimile: (727) 791-2249, ext. 6231    By:    /s/ Brigitta Lawton
                                           -------------------------------------
                                        Name:  Brigitta Lawton
                                        Title: Senior Vice President

                                                           COMMITMENT
                                                             AMOUNT
                                                           ----------

REVOLVING CREDIT COMMITMENT, MADE UP                    US $5,250,000.00
OF:

DOMESTIC REVOLVING CREDIT COMMITMENT                    US $2,496,666.66

STERLING REVOLVING CREDIT COMMITMENT               The Sterling Equivalent of
                                                        US $2,753,333.34

TERM A LOAN COMMITMENT                          (pound) 965,847.63 (the Sterling
                                                        Equivalent of  US
                                                    $1,361,845.15) as of July
                                                             17, 2001

TERM B LOAN COMMITMENT                                 U.S. $1,458,333.33
<PAGE>

Address for Notices:                         BANK UNITED FSB, as a Lender

255 Alhambra Circle
Coral Gables, FL 33134
Attn: Roberto Pelaez, Senior Vice President
Facsimile: (305) 569-3456                    By:    /s/ Roberto Pelaez
                                                --------------------------------
                                             Name:  Roberto Pelaez
                                             Title: Senior Vice President

                                                           COMMITMENT
                                                             AMOUNT
                                                           ----------

REVOLVING CREDIT COMMITMENT, MADE UP                    US $5,250,000.00
OF:

DOMESTIC REVOLVING CREDIT COMMITMENT                    US $2,496,666.66

STERLING REVOLVING CREDIT COMMITMENT               The Sterling Equivalent of
                                                        US $2,753,333.34

TERM A LOAN COMMITMENT                          (pound) 965,847.63 (the Sterling
                                                        Equivalent of  US
                                                    $1,361,845.15) as of July
                                                             17, 2001

TERM B LOAN COMMITMENT                                 U.S. $1,458,333.33
<PAGE>

Address for Notices:                    DRESDNER BANK LATEINAMERIKA,
                                        AG, MIAMI AGENCY, as a Lender
801 Brickell Avenue
Miami, FL 33131
Attn: Alan Hills, Vice President        By:    /s/ Alan Hills
Facsimile: (305) 810-4059                  -------------------------------------
                                        Name:  Alan Hills
                                        Title: Vice President

                                        By: /s/ Frank Huthnance
                                           -------------------------------------
                                        Name:  Frank Huthnance
                                              ----------------------------------
                                        Title: Vice President
                                               ---------------------------------

                                                           COMMITMENT
                                                             AMOUNT
                                                           ----------

REVOLVING CREDIT COMMITMENT, MADE UP                    US $4,285,714.29
OF:

DOMESTIC REVOLVING CREDIT COMMITMENT                    US $4,285,714.29

STERLING REVOLVING CREDIT COMMITMENT                The Sterling Equivalent of
                                                              US $0

TERM A LOAN COMMITMENT                               (pound) 0 (the Sterling
                                                       Equivalent of  US $0)

TERM B LOAN COMMITMENT                                  U.S. $2,678,571.43
<PAGE>

Address for Notices:                            HAMILTON BANK, N.A., as a Lender
3750 N.W. 87th Avenue
Miami, FL 33178
Attn: Hector F. Ramirez, Senior Vice President  By:    /s/ Hector F. Ramirez
Facsimile: (305) 436-5426                          -----------------------------
                                                Name:  Hector F. Ramirez
                                                Title: Senior Vice President

                                                           COMMITMENT
                                                             AMOUNT
                                                           ----------

REVOLVING CREDIT COMMITMENT, MADE UP                    US $6,000,000.00
OF:

DOMESTIC REVOLVING CREDIT COMMITMENT                    US $2,853,333.34

STERLING REVOLVING CREDIT COMMITMENT               The Sterling Equivalent of
                                                        US $3,146,666.66

TERM A LOAN COMMITMENT                              (pound) 1,103,825.86 (the
                                                   Sterling Equivalent of  US
                                                    $1,556,394.46) as of July
                                                             17, 2001

TERM B LOAN COMMITMENT                                 U.S. $1,666,666.67
<PAGE>

Address for Notices:                    LASALLE BANK NATIONAL
                                        ASSOCIATION, as a Lender
200 South Biscayne Boulevard
22nd Floor
Miami, FL 33131                         By:    /s/ Roger N. Arsham
Attn: Roger N. Arsham, Vice President      -------------------------------------
Facsimile: (305) 577-0825               Name:  Roger N. Arsham
                                        Title: Vice President


                                                            COMMITMENT
                                                              AMOUNT
                                                            ----------

REVOLVING CREDIT COMMITMENT, MADE UP                     US $6,000,000.00
OF:

DOMESTIC REVOLVING CREDIT COMMITMENT                     US $2,853,333.34

STERLING REVOLVING CREDIT COMMITMENT                The Sterling Equivalent of
                                                         US $3,146,666.66

TERM A LOAN COMMITMENT                              (pound) 1,103,825.86 (the
                                                    Sterling Equivalent of  US
                                                    $1,556,394.46) as of July
                                                             17, 2001

TERM B LOAN COMMITMENT                                  U.S. $1,666,666.67
<PAGE>

Address for Notices:                    UNION PLANTERS BANK, N.A., as a
                                        Lender
1489 West Palmetto Park Road
3rd Floor
Boca Raton, FL 33486                    By:    /s/ Gus Varona
Attn: Gus Varona, Vice President           -------------------------------------
Facsimile: (561) 361-5632               Name:  Gus Varona
                                        Title: Vice President

                                                           COMMITMENT
                                                             AMOUNT
                                                           ----------

REVOLVING CREDIT COMMITMENT, MADE UP                    US $5,714,285.71
OF:

DOMESTIC REVOLVING CREDIT COMMITMENT                    US $5,714,285.71

STERLING REVOLVING CREDIT COMMITMENT               The Sterling Equivalent of
                                                              US $0

TERM A LOAN COMMITMENT                               (pound) 0 (the Sterling
                                                      Equivalent of  US $0)

TERM B LOAN COMMITMENT                                  U.S. $3,571,428.58
<PAGE>

                           ACKNOWLEDGMENT AND CONSENT
                          HOLDINGS BORROWER GUARANTOR

            The undersigned hereby acknowledges receipt of a copy of the
foregoing Third Amended and Restated Revolving Credit and Term Loan Agreement
(the "Amendment"; capitalized terms used herein and not defined herein shall
have the meanings given to them in the Amendment), consents to the terms and
provisions set forth therein, and agrees that the Holdings Borrower Guaranty,
dated as of July 18, 2000, as amended and supplemented through the date hereof
(the "Holdings Borrower Guaranty") made by the undersigned, in favor of the
Lenders, the Administrative Agent, the Domestic Issuing Bank, the Domestic
Swingline Lender, the U.K. Issuing Bank and the U.K. Swingline Lender, will
continue in full force and effect without diminution or impairment
notwithstanding the execution and delivery of the foregoing Amendment. The
undersigned further acknowledges and agrees that, upon effectiveness of the
foregoing Amendment and from and after the date thereof, each reference in the
Credit Agreement and all of the Credit Documents shall mean and be a reference
to the Credit Agreement and all other Credit Documents as amended by the
Amendment.

                                        CATALINA INTERNATIONAL LIMITED,
                                        formerly known as CATALINA INTERNATIONAL
                                        PLC, as  Holdings Borrower Guarantor


                                        By:    /s/ Robert Hersh
                                           -------------------------------------
                                        Name:  Robert Hersh
                                        Title: Director
<PAGE>

                           ACKNOWLEDGMENT AND CONSENT
                         DOMESTIC SUBSIDIARY GUARANTORS

            The undersigned hereby acknowledges receipt of a copy of the
foregoing Third Amended and Restated Revolving Credit and Term Loan Agreement
(the "Amendment"; capitalized terms used herein and not defined herein shall
have the meanings given to them in the Amendment), consents to the terms and
provisions set forth therein, and agrees that the Domestic Subsidiary Guaranty,
dated as of July 18, 2000, as amended and supplemented through the date hereof
(the "Domestic Subsidiary Guaranty") made by the undersigned, in favor of the
Lenders, the Administrative Agent, the Domestic Issuing Bank, the Domestic
Swingline Lender, the U.K. Issuing Bank and the U.K. Swingline Lender, will
continue in full force and effect without diminution or impairment
notwithstanding the execution and delivery of the foregoing Amendment. The
undersigned further acknowledges and agrees that, upon effectiveness of the
foregoing Amendment and from and after the date thereof, each reference in the
Credit Agreement and all of the Credit Documents shall mean and be a reference
to the Credit Agreement and all other Credit Documents as amended by the
Amendment.

                                        EACH OF THE SUBSIDIARIES OF THE
                                        DOMESTIC BORROWER LISTED ON
                                        SCHEDULE 1 HERETO, as the Subsidiary
                                        Guarantors

                                        By:    /s/ David W. Sasnett
                                           -------------------------------------
                                        Name:  David W. Sasnett
                                        Title: Chief Financial Officer


                                        CATALINA ADMINISTRATIVE CORPORATION,
                                        as a Subsidiary Guarantor

                                        By:    /s/ Robert Hersh
                                           -------------------------------------
                                        Name:  Robert Hersh
                                        Title: President
<PAGE>

                                   SCHEDULE 1

                             SUBSIDIARY GUARANTORS

ANGEL STATION, INC., a Florida corporation
CATALINA INDUSTRIES, INC. , a Florida corporation
CATALINA REAL ESTATE TRUST, INC., a Florida corporation
MERIDIAN LAMPS, INC., a Florida corporation
CATALINA LIGHTING ARGENTINA, INC., a Florida corporation
CATALINA MERCHANDISING, INC., a Florida corporation
<PAGE>

                                 SCHEDULE 3.01

                       TERM A LOAN AMORTIZATION SCHEDULE

                          To Begin September 30, 2001

Term Loan A:

                     Original Advance             (pound) 9,934,432.74

September 30, 2001- September 30-2002             (pound) 70,921.99

December 31, 2002 - September 30-2003             (pound) 265,957.45

December 31, 2003                                 (pound) 6,860,254.22
<PAGE>

SCHEDULE 4.01

                          To Begin September 30, 2001

Term Loan B Amortization Schedule:

September 30, 2001- September 30-2002              $100,000

December 31, 2002 - September 30-2003              $375,000

December 31, 2003                                  $10,500,000
<PAGE>

                                 SCHEDULE 5.08

                  US$ Benchmark                   $15,000,000.00

                        Quarterly Payment     Annual Amount       Loan Balance
                        -----------------     -------------       ------------

Quarters 1-4                $625,000.00       $2,500,000.00      $12,500,000.00

Quarters 5-9                $100,000.00         $400,000.00      $12,100,000.00

Quarters 9-13               $375,000.00        $1,500,000.00     $10,600,000.00

Quarter 14                $10,600,000.00      $10,600,000.00          $0.00

</TEXT>
</DOCUMENT>
