HUGHES SUPPLY INC
REVOLVING CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>2
<FILENAME>d25505_ex10-10.txt
<DESCRIPTION>REVOLVING CREDIT AGREEMENT
<TEXT>

                                                                   Exhibit 10.10

                           REVOLVING CREDIT AGREEMENT
                          Dated as of January 26, 1999
                                  By And Among

                               HUGHES SUPPLY, INC.

                                       AND

              SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,
                    individually and as Administrative Agent,
                           FIRST UNION NATIONAL BANK,
                    individually and as Documentation Agent,
                               NATIONSBANK, N.A.,
                      individually and as Syndication Agent
                     SOUTHTRUST BANK, NATIONAL ASSOCIATION,
                          individually and as Co-Agent,
                              ABN AMRO BANK, N.V.,
                                 PNC BANK, N.A.,
                              WACHOVIA BANK, N.A.,
                              THE FIFTH THIRD BANK,
                           HIBERNIA NATIONAL BANK, and
              other financial institutions becoming a party hereto


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


                                 King & Spalding
                           191 Peachtree Street, N.E.
                             Atlanta, Georgia 30303
                           Attn: Carolyn Zander Alford
                                 (404) 572-4600


<PAGE>



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                              <C>
Article I.     DEFINITIONS; CONSTRUCTION..........................................................................1
   Section 1.01     Definitions...................................................................................1
   Section 1.02     Accounting Terms and Determination...........................................................16
   Section 1.03     Other Definitional Terms.....................................................................17
   Section 1.04     Exhibits and Schedules.......................................................................17
Article II.    REVOLVING LOAN COMMITMENTS........................................................................17
   Section 2.01     Revolving Loan Commitments, Use of Proceeds..................................................17
   Section 2.02     Syndicate Note; Repayment of Principal.......................................................18
   Section 2.03     Voluntary Reduction of Revolving Loan Commitments............................................18
Article III.     GENERAL LOAN TERMS..............................................................................18
   Section 3.01     Funding Notices..............................................................................18
   Section 3.02     Disbursement of Funds........................................................................20
   Section 3.03     Increase of Revolving Loan Commitments.......................................................22
   Section 3.04     Interest.....................................................................................23
   Section 3.05     Interest Periods.............................................................................24
   Section 3.06     Fees.........................................................................................25
   Section 3.07     Voluntary Prepayments of Borrowings..........................................................25
   Section 3.08     Payments, etc................................................................................26
   Section 3.09     Interest Rate Not Ascertainable, etc.........................................................28
   Section 3.10     Illegally....................................................................................28
   Section 3.11     Increased Costs..............................................................................29
   Section 3.12     Lending Offices..............................................................................30
   Section 3.13     Funding Losses...............................................................................31
   Section 3.14     Assumptions Concerning Funding of Eurodollar Advances........................................31
   Section 3.15     Apportionment of Payments....................................................................31
   Section 3.16     Sharing of Payments, Etc.....................................................................32
   Section 3.17     Capital Adequacy.............................................................................32
   Section 3.18     Benefits to Guarantors.......................................................................33
   Section 3.19     Limitation on Certain Payment Obligations....................................................33
Article IV.      CONDITIONS TO BORROWINGS........................................................................33
   Section 4.01     Conditions Precedent to Initial Revolving Loans..............................................33
   Section 4.02     Conditions to All Revolving Loans............................................................35
Article V.     REPRESENTATIONS AND WARRANTIES....................................................................36
   Section 5.01     Organization and Qualification...............................................................36
   Section 5.02     Corporate Authority..........................................................................37
   Section 5.03     Financial Statements.........................................................................37
   Section 5.04     Tax Returns..................................................................................37
   Section 5.05     Actions Pending..............................................................................38
   Section 5.06     Representations; No Defaults.................................................................38
   Section 5.07     Title to Properties..........................................................................38
   Section 5.08     Enforceability of Agreement..................................................................38
   Section 5.09     Consent......................................................................................39
   Section 5.10     Use of Proceeds, Federal Reserve Regulations.................................................39
   Section 5.11     ERISA........................................................................................39
   Section 5.12     Subsidiaries.................................................................................39
   Section 5.13     Outstanding Indebtedness.....................................................................40
   Section 5.14     Conflicting Agreements.......................................................................40
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                                                                          <C>
   Section 5.15     Pollution and Other Regulations..............................................................40
   Section 5.16     Possession of Franchises, Licenses, Etc......................................................41
   Section 5.17     Patents, Etc.................................................................................41
   Section 5.18     Governmental Consent.........................................................................42
   Section 5.19     Disclosure...................................................................................42
   Section 5.20     Insurance Coverage...........................................................................42
   Section 5.21     Labor Matters................................................................................42
   Section 5.22     Intercompany Loans, Dividends................................................................42
   Section 5.23     Burdensome Restrictions......................................................................43
   Section 5.24     Investment Company Act, Etc..................................................................43
   Section 5.25     Notice of Non-Compliance with Laws...........................................................43
   Section 5.26     Year 2000 Issues.............................................................................43
Article VI.      AFFIRMATIVE COVENANTS...........................................................................43
   Section 6.01     Corporate Existence, Etc.....................................................................43
   Section 6.02     Compliance with Laws, Etc....................................................................44
   Section 6.03     Payment of Taxes and Claims, Etc.............................................................44
   Section 6.04     Keeping of Books.............................................................................44
   Section 6.05     Visitation, Inspection, Etc..................................................................44
   Section 6.06     Insurance, Maintenance of Properties.........................................................45
   Section 6.07     Reporting Covenants..........................................................................45
   Section 6.08     Financial Covenants..........................................................................49
   Section 6.09     Notices Under Certain Other Indebtedness.....................................................50
   Section 6.10     Additional Guarantors........................................................................50
   Section 6.11     Financial Statements; Fiscal Year............................................................50
   Section 6.12     Ownership of Guarantors......................................................................50
Article VII.     NEGATIVE COVENANTS..............................................................................51
   Section 7.01     Indebtedness.................................................................................51
   Section 7.02     Liens........................................................................................51
   Section 7.03     Mergers, Acquisitions, Sales, Etc............................................................52
   Section 7.04     Investments, Loans, Etc......................................................................53
   Section 7.05     Sale and Leaseback Transactions..............................................................54
   Section 7.06     Transactions with Affiliates.................................................................54
   Section 7.07     Optional Prepayments.........................................................................54
   Section 7.08     Changes in Business..........................................................................54
   Section 7.09     ERISA........................................................................................55
   Section 7.10     Additional Negative Pledges..................................................................55
   Section 7.11     Limitation on Payment Restrictions Affecting Consolidated Companies..........................55
   Section 7.12     Actions Under Certain Documents..............................................................55
Article VIII.       EVENTS OF DEFAULT............................................................................55
   Section 8.01     Payments.....................................................................................56
   Section 8.02     Covenants Without Notice.....................................................................56
   Section 8.03     Other Covenants..............................................................................56
   Section 8.04     Representations..............................................................................56
   Section 8.05     Non-Payments of Other Indebtedness...........................................................56
   Section 8.06     Defaults Under Other Agreements..............................................................56
   Section 8.07     Bankruptcy...................................................................................56
   Section 8.08     ERISA........................................................................................57
   Section 8.09     Money Judgment...............................................................................57
   Section 8.10     Ownership of Credit Parties and Pledged Entities.............................................58
   Section 8.11     Change in Control of Borrower................................................................58
   Section 8.12     Default Under Other Credit Documents.........................................................58
   Section 8.13     Attachments..................................................................................58
Article IX.      THE AGENTS......................................................................................59
   Section 9.01     Appointment of Administrative Agent..........................................................59
   Section 9.02     Nature of Duties of Administrative Agent.....................................................59
   Section 9.03     Lack of Reliance on the Administrative Agent.................................................59

</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                                                                         <C>
   Section 9.04     Certain Rights of the Administrative Agent...................................................60
   Section 9.05     Reliance by Administrative Agent.............................................................60
   Section 9.06     Indemnification of Administrative Agent......................................................60
   Section 9.07     The Administrative Agent in Its Individual Capacity..........................................61
   Section 9.08     Holders of Revolving Notes...................................................................61
   Section 9.09     Successor Administrative Agent...............................................................61
   Section 9.10     Documentation Agent..........................................................................62
   Section 9.11     Syndication Agent............................................................................62
   Section 9.12     Co-Agent.....................................................................................62
Article X.     MISCELLANEOUS.....................................................................................62
   Section 10.01    Notices......................................................................................62
   Section 10.02    Amendments, Etc..............................................................................63
   Section 10.03    No Waiver, Remedies Cumulative...............................................................63
   Section 10.04    Payment of Expenses, Etc.....................................................................64
   Section 10.05    Right of Setoff..............................................................................65
   Section 10.06    Benefit of Agreement.........................................................................65
   Section 10.07    Governing Law; Submission to Jurisdiction....................................................68
   Section 10.08    Independent Nature of Lenders' Rights........................................................69
   Section 10.09    Counterparts.................................................................................69
   Section 10.10    Effectiveness; Survival......................................................................69
   Section 10.11    Severability.................................................................................69
   Section 10.12    Independence of Covenants....................................................................69
   Section 10.13    Change in Accounting Principles, Fiscal Year or Tax Laws.....................................69
   Section 10.14    Headings Descriptive, Entire Agreement.......................................................70
   Section 10.15    Time is of the Essence.......................................................................70
   Section 10.16    Usury........................................................................................70
   Section 10.17    Construction.................................................................................70
   Section 10.18    Waiver of Effect of Corporate Seal...........................................................70
</TABLE>



                                      iii


<PAGE>


                           REVOLVING CREDIT AGREEMENT


     THIS  REVOLVING  CREDIT  AGREEMENT,   dated  as  of  January  26,1999  (the
"Agreement")  by  and  among  HUGHES  SUPPLY,  INC.   ("Borrower"),   a  Florida
corporation,  SUNTRUST BANK, CENTRAL FLORIDA,  NATIONAL ASSOCIATION,  ("SunTrust
Bank,  Central  Florida") a national banking  association,  FIRST UNION NATIONAL
BANK, a national  banking  association,  NATIONSBANK,  N.A., a national  banking
association,   SOUTHTRUST  BANK,  NATIONAL   ASSOCIATION,   a  national  banking
association, ABN AMRO BANK, N.V., a banking corporation organized under the laws
of the Netherlands,  PNC BANK, N.A., a national  banking  association,  WACHOVIA
BANK,  N.A., a national  banking  association,  THE FIFTH THIRD BANK, a national
banking association,  HIBERNIA NATIONAL BANK, a national banking association and
such other  financial  institutions  becoming a party  hereto from time to time,
(individually,  a "Lender" and  collectively,  the  "Lenders"),  SUNTRUST  BANK,
CENTRAL FLORIDA,  NATIONAL  ASSOCIATION as administrative  agent for the Lenders
(in such capacity,  the "Administrative  Agent"),  FIRST UNION NATIONAL BANK, as
documentation  agent  for the  Lenders  (in such  capacity,  the  "Documentation
Agent"),  NATIONSBANK,  N.A.,  as  syndication  agent for the  Lenders  (in such
capacity, the "Syndication Agent") and SOUTHTRUST BANK NATIONAL ASSOCIATION,  as
Co-Agent for the Lenders (in such capacity, the "Co-Agent").

                              W I T N E S S E T H:

     WHEREAS,  Borrower has requested that the Lenders  establish a $225,000,000
revolving  credit  facility in favor of  Borrower,  and subject to the terms and
conditions contained herein, the Lenders are willing to establish such revolving
credit  facility in favor of Borrower  subject to the terms and  conditions  set
forth below;

     NOW, THEREFORE,  in consideration of the mutual covenants made herein, amid
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby  acknowledged,  the parties  hereto,  intending to be legally  bound,
agree as follows:

                                   Article I.

                            DEFINITIONS; CONSTRUCTION

Section 1.01  Definitions.  As used in this  Agreement,  and in any  instrument,
certificate,  document or report delivered  pursuant hereto, the following terms
shall have the following meanings (to be equally applicable to both the singular
and plural forms of the term defined):

     "Administrative  Agent"  shall  mean  SunTrust  Bank,  Central  Florida,  a
national banking association,  as administrative agent for the Lenders hereunder
and under the other Credit Documents, and each successor administrative agent.


<PAGE>

     "Adjusted LIBO Rate" shall mean with respect to each Interest  Period for a
Eurodollar  Advance,  the rate  obtained by dividing (A) LIBOR for such Interest
Period by (B) a percentage equal to I minus the then stated maximum rate (stated
as a decimal) of all reserves requirements (including,  without limitation,  any
marginal, emergency,  supplemental, special or other reserves) applicable to any
member bank of the Federal  Reserve System in respect of Eurodollar  liabilities
as defined in Regulation D (or against any successor  category of liabilities as
defined in Regulation D). The  Administrative  Agent shall  promptly  notify the
Borrower of any such reserve requirements that become applicable.

     "Advance"   shall  mean  any  principal   amount   advanced  and  remaining
outstanding at any time under the Revolving  Loans,  which Advance shall be made
or  outstanding  as a Base Rate Advance,  Competitive  Bid Advance or Eurodollar
Advance, as the case may be.

     "Affiliate"  of any Person  means 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.

     "Agents"  shall  mean,   collectively,   the   Administrative   Agent,  the
Documentation Agent, the Syndication Agent and the Co-Agent.

     "Agreement"  shall  mean  this  Revolving  Credit   Agreement,   either  as
originally  executed  or as it may be from time to time  supplemented,  amended,
restated, renewed or extended and in effect.

     "Applicable  Facility Fee Percentage" shall mean the percentage  designated
below based on  Borrower's  Leverage  Ratio for the most  recently  ended fiscal
quarter for which financial  statements have been delivered  pursuant to Section
6.07(a) or (b):

--------------------------------------------------------------------------------
Leverage Ratio                             Applicable Facility Fee
                                           Percentage for Revolving
                                           Loan Commitment:
--------------------------------------------------------------------------------
Less than 0.4: 1.0                         0.15%
--------------------------------------------------------------------------------
Greater than or equal to 0.4: 1.0          0.175%
but less than 0.45:1.0
--------------------------------------------------------------------------------
Greater than or equal to                   0.20%
0.45: 1.0 but less than 0.5: 1.0
--------------------------------------------------------------------------------
Greater than or equal to 0.5:1.0           0.25%
but less than 0.55:1.0
--------------------------------------------------------------------------------
Greater than or equal to                   0.30%
0.55:1.0
--------------------------------------------------------------------------------

     provided, however, that:


                                       2
<PAGE>


          (a) The Applicable Facility Fee Percentage in effect as of the date of
     execution  and  delivery  of this  Agreement  is .20%  for  Revolving  Loan
     Commitments,  and such percentage shall remain in effect until such time as
     the  Applicable  Facility  Fee  Percentage  may be adjusted as  hereinafter
     provided; and

          (b)  Adjustments,  if any, to the Applicable  Facility Fee Percentages
     based on changes in the  ratios  set forth  above  shall be made and become
     effective (i) on the first day of the fiscal quarter immediately  following
     delivery of the financial  statements required pursuant to Section 6.07(b),
     and  (ii)  on the  first  day  of the  second  fiscal  quarter  immediately
     following the last day of any fiscal year of Borrower.

          (c) Notwithstanding  the foregoing,  at any time during which Borrower
     has  failed to deliver  the  financial  statements  and  certificates  when
     required by Section  6.07(a)  and (b),  as the case may be, the  Applicable
     Facility Fee  Percentage  shall be 0.30% until such time as the  delinquent
     financial  statements are delivered at which time the  Applicable  Facility
     Fee Percentage shall be reset as provided above.

     "Applicable  Margin" shall mean the  percentage  designated  below based on
Borrower's  Leverage  Ratio for the most recently ended fiscal quarter for which
financial statements have been delivered pursuant to Section 6.07(a) or (b):

--------------------------------------------------------------------------------
             Leverage Ratio                  Applicable Margin for
                                                Revolving Loan
                                                  Commitment:
--------------------------------------------------------------------------------
           Less than 0.4: 1.0                        0.25%
--------------------------------------------------------------------------------
        Greater than or equal to                    0.325%
    0.4: 1.0 but less than 0.45: 1.0
--------------------------------------------------------------------------------
        Greater than or equal to                     0.55%
    0.45: 1.0 but less than 0.5: 1.0
--------------------------------------------------------------------------------
        Greater than or equal to                    0.625%
    0.5: 1.0 but less than 0.55: 1.0
--------------------------------------------------------------------------------
        Greater than or equal to                    0.825%
                0.55:1.0
--------------------------------------------------------------------------------

         provided, however, that:

          (a) The  Applicable  Margin in effect as of the date of execution  and
     delivery of this Agreement is .55% for Revolving Loan Commitments, and such
     percentage shall remain in effect until such time as the Applicable  Margin
     may be adjusted as hereinafter provided; and

          (b) Adjustments,  if any, to the Applicable Margin based on changes in
     the ratios set forth  above shall be made and become  effective  (i) on the
     first day of the  fiscal  quarter  immediately  following  delivery  of the
     financial  statements required pursuant to Section

                                       3

<PAGE>

     6.07(b), and (ii) on the first day of the second fiscal quarter immediately
     following the last day of any fiscal year of Borrower.


          (c) Notwithstanding  the foregoing,  at any time during which Borrower
     has  failed to deliver  the  financial  statements  and  certificates  when
     required by Section  6.07(a)  and (b),  as the case may be, the  Applicable
     Margin  shall  be  0.825%  until  such  time  as the  delinquent  financial
     statements are delivered at which time the Applicable Margin shall be reset
     as provided above.

     "Asbestos  Laws" means the common law in all  federal,  state and local and
foreign  jurisdictions  and other laws in such  jurisdictions,  and regulations,
codes, orders, decrees, judgments or injunctions issued,  promulgated,  approved
or entered  thereunder,  now or  hereafter in affect  relating to or  concerning
asbestos or asbestos-containing material, including without limitation, exposure
to asbestos or asbestos-containing material.

     "Asset  Value"  shall mean,  with  respect to any  property or asset of any
Consolidated  Company as of any particular  date, an amount equal to the greater
of (i) the  then  book  value  of such  property  or  asset  as  established  in
accordance  with GAAP,  and (ii) the then fair market value of such  property or
asset as determined in good faith by the board of directors of such Consolidated
Company.

     "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 D.

     "Bankruptcy Code" shall mean The Bankruptcy Code of 1978, as amended and in
effect from time to time (11 U.S.C. ss. 101 et seq..).

     "Base Rate" shall mean (with any change in the Base Rate to be effective as
of the date of change of either of the  following  rates)  the higher of (a) the
rate which the Administrative Agent designates from time to time to be its prime
lending rate, as in effect from time to time, and (b) the Federal Funds Rate, as
in effect from time to time,  plus  one-half of one percent  (0.500A) per annum.
The  Administrative  Agent's prime lending rate is a reference rate and does not
necessarily   represent   the  lowest  or  best  rate   charged  to   customers;
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 Advance"  shall mean an Advance  bearing  interest  based on the
Base Rate.

     "Base Rate Loan"  shall  mean any  Revolving  Loan  hereunder  which  bears
interest at the Base Rate.


                                       4
<PAGE>

     "Borrowing"  shall mean the  incurrence  by Borrower  under any Facility of
Advances  of one Type  concurrently  having  the  same  Interest  Period  or the
continuation or conversion of an existing Borrowing or Borrowings in whole or in
part.

     "Business Day" shall mean, with respect to Eurodollar  Loans, any day other
than a day on which  commercial  banks are closed or  required  to be closed for
domestic and international  business,  including  dealings in Dollar deposits on
the London interbank  market,  and with respect to all other Revolving Loans and
matters, any day other than Saturday, Sunday and a day on which commercial banks
are required to be closed for business in Atlanta, Georgia, or Orlando, Florida.

     "Capitalized Lease Obligations" shall mean all lease obligations which have
been or are required to be, in accordance with GAAP, capitalized on the books of
the lessee.

     "CERCLA" has the meaning set forth in Section 5.15(a) of this Agreement.

     "Change in Control Provision" shall mean any term or provision contained in
any indenture,  debenture,  note, or other  agreement or document  evidencing or
governing  Indebtedness  of Borrower  evidencing  debt or a commitment to extend
loans in excess of $5,000,000 Which requires,  or pen-nits the holder(s) of such
Indebtedness  of  Borrower  to require  that such  Indebtedness  of  Borrower be
redeemed, repurchased,  defeased, prepaid or repaid, either in whole or in part,
or the  maturity  of such  Indebtedness  of Borrower  to be  accelerated  in any
respect,  as a result of a change in ownership of the capital  stock of Borrower
or voting rights with respect thereto.

     "Closing  Date" shall mean the date on or before January 26, 1999, on which
the initial  Revolving  Loans are made and the  conditions  set forth in Section
4.01 are satisfied or waived in accordance with Section 10.02.

     "Co-Agent" shall mean SouthTrust  Bank,  National  Association,  a national
banking  association,  as co-agent for the Lenders hereunder and under the other
Credit Documents, and each successor co-agent.

     "Commitment  Letter" shall mean that certain letter agreement,  dated as of
December  21,  1998,  executed by  SunTrust  Equitable  Securities  Corporation,
SunTrust Bank,  Central Florida,  National  Association and First Union National
Bank and acknowledged and agreed to by the Borrower.

     "Competitive Bid Advance" shall mean an Advance bearing interest based on a
Competitive Bid Rate.

     "Competitive  Bid Loans" shall mean  Revolving  Loans made by a Lender on a
competitive bid basis as provided in Article 11.


                                       5
<PAGE>

     "Competitive Bid Note" shall mean a promissory note evidencing  Competitive
Bid Loans in the form attached hereto as Exhibit B.

     "Competitive  Bid Rate" shall mean the interest rate charged by a Lender on
a Competitive Bid Loan.

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

     "Consolidated Companies" shall mean, collectively,  Borrower and all of its
Subsidiaries.

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

     "Consolidated EBITR" shall mean, for any fiscal period of the Borrower,  an
amount equal to  Consolidated  Net Income  (Loss) for such period,  plus, to the
extent deducted in determining  Consolidated Net Income (Loss), (i) Consolidated
Tax Expense for such period, (ii) Consolidated Interest Expense for such period,
and (iii) Consolidated Rental Expense for such period.

     "Consolidated  EBITDAR"  shall mean, for any fiscal period of the Borrower,
an amount equal to  Consolidated  Net Income  (Loss) for such period plus to the
extent deducted in determining  Consolidated Net Income (Loss), (i) Consolidated
Interest Expense for such period, (ii) Consolidated Tax Expense for such period,
(iii) Consolidated  Depreciation for such period, (iv) Consolidated Amortization
for such period and (v) Consolidated Rental Expense for such period.

     "Consolidated  Interest  Expense"  shall  mean,  for any  fiscal  period of
Borrower, total interest expense (including without limitation, interest expense
attributable  to capitalized  leases in accordance with the GAAP and any program
costs  incurred  by  Borrower in  connection  with sales of accounts  receivable
pursuant to a  securitization  program) of the  Consolidated  Companies for such
period, determined on a consolidated basis.

     "Consolidated  Net Income  (Loss)"  shall  mean,  for any fiscal  period of
Borrower, the net income (or loss) of the Consolidated Companies for such period
(taken as a single  accounting  period)  determined on a  consolidated  basis in
conformity  with GAAP;  provided that there shall be excluded  therefrom (i) any
items of gain or loss which were included in determining  such  Consolidated Net
Income and were not realized in the ordinary course of business or the result of
a sale of assets  other than in the ordinary  course of  business;  and (ii) the
income  (or  loss)  of any  party  accrued  prior  to the date  such  becomes  a
Subsidiary of Borrower or is merged into or consolidated with Borrower or any of
its  Subsidiaries,  or such  party's  assets are



                                       6
<PAGE>

acquired  by any  Consolidated  Company,  unless  such  party is  acquired  in a
transaction accounted for as a pooling of interests.

     "Consolidated  Net Worth" shall mean as of the date of  determination,  the
Borrower's total  shareholder's  equity of such date as determined in accordance
with GAAP.

     "Consolidated Rental Expense" shall mean, for any fiscal period of Borrower
total  operating  lease expense of the  Consolidated  Companies for such period,
determined on a consolidated basis in accordance with GAAP.

     "Consolidated  Tax  Expense"  shall  mean,  for any  fiscal  period  of the
Borrower,  tax expense of the Consolidated  Companies for such period 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 Revolving
Notes, the Guaranty Agreements, and all other Guaranty Documents, if any.

     "Credit  Parties"  shall  mean,   collectively,   each  of  Borrower,   the
Guarantors,  and every other  Person who,  from time to time,  executes a Credit
Document with respect to all or any portion of the Obligations.

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

     "Documentation  Agent"  shall mean First Union  National  Bank,  a national
backing association,  as documentation agent for the Lenders hereunder and under
the other Credit Documents, and each successor documentation agent.

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

     "Eligible  Assignee"  shall mean (i) a commercial  bank organized under the
laws of the United States of America,  or any state thereof,  or organized under
the laws of any other  country  with a Lending  Office in the  United  States of
America,  having  total  assets in excess of  $1,000,000,000  or any  commercial
finance or asset based lending  Affiliate of any such  commercial  bank and (ii)
any Lender or any Affiliate of any Lender.

     "Environmental  Laws"  shall mean all  federal,  state,  local and  foreign
statutes and codes or regulations,  rules or ordinances issued,  promulgated, or
approved thereunder, now or hereafter in effect (including,  without limitation,
Asbestos  Laws),  relating to pollution or  protection  of the  environment  and
relating to public  health and safety,  relating to (i)  emissions,



                                       7
<PAGE>

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),  or (ii) 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 (iii)  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  U.S.C.ss.6901  et  seq..),  (iv) the Toxic
Substances  Control  Act (15  U.S.C.ss.2601  et seq.) and (v) the  Comprehensive
Environmental  Response  Compensation  and  Liability  Act,  as  amended  by the
Superfund Amendments and Reauthorization Act (42 U.S.C.ss. 9601 et seq.).

     "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)  which is a member of a group of which
that Person is a member and which is under common  control within the meaning of
the regulations promulgated under Section 414 of the Tax Code.

     "Eurodollar  Advance" shall mean an Advance  bearing  interest based on the
Adjusted LIBO Rate.

     "Eurodollar  Loan"  shall mean any  Revolving  Loan  hereunder  which bears
interest based on the Adjusted LIBO Rate.

     "Event of Default" shall have the meaning set forth in Article VIII.

     "Exchange Act" shall mean the  Securities  Exchange Act of 1934, as amended
from time to time, and any successor statute thereto.

     "Executive  Officer"  shall mean with  respect to any Person  (other than a
Guarantor), the President, Vice Presidents,  Chief Financial Officer, Treasurer,
Secretary and any Person holding  comparable offices or duties, and with respect
to a Guarantor, the President.

     "Extension  of Credit"  shall mean the  making of a  Revolving  Loan or the
conversion  of a  Revolving  Loan of one Type into a  Revolving  Loan of another
Type.

     "Facility" or  "Facilities"  shall mean the Revolving Loan  Commitments and
Revolving Loans.


                                       8
<PAGE>

     "Facility  Fee" shall  have the  meaning  assigned  to such term in Section
3.06(a).

     "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 Atlanta,  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 letter agreement, dated as of December
21, 1998, executed by SunTrust Equitable Securities Corporation,  SunTrust Bank,
Central Florida and First Union National Bank and  acknowledged and agreed to by
the  Borrower,  pursuant to which the  Borrower  agreed to pay certain  fees set
forth in such letter agreement.

     "Fees"  shall  mean,  collectively,  the  Facility  Fee and any other  fees
specified in the Fee Letter.

     "Final  Maturity  Date" shall mean the date on which all  commitments  have
been  terminated  and all amounts  outstanding  under this  Agreement  have been
declared or have automatically become due and payable pursuant to the provisions
of Article VIII.

     "Fixed Charge Coverage Ratio" shall mean, as of any date of  determination,
the  ratio  of (A)  Consolidated  EBITDAR  to (B)  the  sum of (i)  Consolidated
Interest Expense plus (ii)  Consolidated  Rental Expense,  in each case measured
for the four fiscal  quarter  period ending on such date (or if such date is not
the last day of any fiscal  quarter,  for the four fiscal  quarter period ending
immediately prior to such date).

     "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.

     "Guaranteed  Indebtedness"  shall mean, as to any Person, any obligation of
such Person guaranteeing any indebtedness,  lease, dividend, or other obligation
("primary obligation") of any other Person (the "primary obligor") in any manner
including,  without limitation, any obligation or arrangement of such Person (a)
to purchase or repurchase any such primary obligation,  (b) to advance or supply
funds (i) for the purchase or payment of any such primary  obligation or (ii) to
maintain  working  capital or equity capital of the primary obligor or otherwise
to maintain  the net worth or solvency or any  balance  sheet  condition  of the
primary obligor, (c) to purchase property,  securities or services primarily for
the purpose of assuring the owner of any such primary  obligation of the ability
of the primary  obligor to make  payment of such primary


                                       9
<PAGE>

obligation,  or (d) to indemnify  the owner of such primary  obligation  against
loss in respect thereof.

     "Guarantors"  shall mean,  collectively,  each  Material  Subsidiary of the
Borrower  that has  executed  the  Guaranty  Agreement  as of the Closing  Date,
together with all other Material Subsidiaries that hereafter execute supplements
to the  Guaranty  Agreement,  and  their  respective  successors  and  permitted
assigns.

     "Guaranty Agreement" shall mean the Subsidiary Guaranty Agreement, dated as
of the date hereof,  executed by certain of Borrower's  Subsidiaries in favor of
the Lenders and the Administrative  Agent, as the same may be amended,  restated
or supplemented from time to time.

     "Guaranty Documents" shall mean, collectively,  the Guaranty Agreement, and
each other guaranty  agreement,  mortgage,  deed of trust,  security  agreement,
pledge  agreement,  or other  security or collateral  document  guaranteeing  or
securing the Obligations,  as the same may be amended, restated, or supplemented
from time to time.

     "Hazardous  Materials"  shall mean oil,  petroleum  or chemical  liquids or
solids,  liquid or gaseous products,  asbestos,  or any other hazardous waste or
hazardous substances,  including, without limitation, hazardous medical waste or
any other substance described in any Hazardous Materials Law.

     "Hazardous  Materials  Law"  shall  mean  the  Comprehensive  Environmental
Response  Compensation and Liability Act as amended by the Super Fund Amendments
and  Reauthorization  Act, 42 U.S.C.  ss. 9601,  the Resource  Conservation  and
Recovery Act, 42 U.S.C.  ss. 6901, the state  hazardous waste laws, as such laws
may from time to time be in effect,  and  related  regulations,  and all similar
laws and regulations.

     "Hazardous Substances" has the meaning assigned to that term in CERCLA.

     "Hughes Family " shall mean (i) David H. Hughes, Vincent S. Hughes, Russell
V.  Hughes,  (ii)  any  of  their  direct  family  members  (including,  without
limitation,  lineal ancestors and descendants,  siblings, and lineal descendants
of siblings),  (iii) any trusts and profit  sharing plats and stock option plans
established  for the sole  benefit  of the  foregoing,  and (iv) the  heirs  and
personal representatives of the foregoing.

     "Indebtedness"  of any  Person  shall  mean,  without  duplication  (i) all
obligations  of such Person which in accordance  with GAAP would be shown on the
balance  sheet of such Person as a  liability  (including,  without  limitation,
obligations  for borrowed money and for the deferred  purchase price of property
or services,  and  obligations  evidenced by bonds,  debentures,  notes or other
similar instruments); (ii) all Guaranteed Indebtedness of such Person (including
contingent reimbursements  obligations under undrawn financial letters of credit
but not performance  letters of credit) (iii) all Capitalized Lease Obligations;
(iv) all  Indebtedness of others secured by any Lien upon property owned by such
Person,  whether or not assumed;  and (v) all  obligations or other  liabilities
under currency  contracts,  interest rate  contracts,  interest rate



                                       10
<PAGE>

protection   agreements,   or  similar   agreements  or  combinations   thereof.
Notwithstanding  the foregoing,  in determining the  Indebtedness of any Person,
there shall be included all obligations of such Person of the character referred
to in clauses (i) through (v) above deemed to be extinguished under GAAP but for
which  such  Person  remains  legally  liable  except  to the  extent  that such
obligations  (x)  have  been  defeased  in  accordance  with  the  terms  of the
applicable  instruments governing such obligations and (y) the accounts or other
assets  dedicated to such  defeasance  are not included as assets on the balance
sheet of such Person.

     "Intercompany  Loan  Documents"  shall mean,  collectively,  the promissory
notes and all related loan,  subordination,  and other agreements, to the extent
that they exist, relating in any manner to the Intercompany Loans.

     "Intercompany  Loans"  shall  mean,   collectively,   (i)  the  loans  more
particularly described on Schedule 5.22 and (ii) those loans or other extensions
of credit  made by any  Consolidated  Company  to another  Consolidated  Company
satisfying  the  terms  and  conditions  set  forth  in  Section  7.01 or as may
otherwise  be approved in writing by the  Administrative  Agent and the Required
Lenders.

     "Interest  Period"  shall mean (i) with respect to  Competitive  Bid Loans,
such periods agreed upon between Borrower and Lenders,  and (ii) with respect to
Eurodollar Advances, the period of 1, 2, 3 or 6 months selected by the Borrower,
in case of clause (ii) pursuant to the terms of the credit  facility and subject
to customary  adjustments  in duration;  provided,  that (a) the first day of an
Interest  Period  must be a Business  Day,  (b) any  Interest  Period that would
otherwise end on 4 day that is not a Business Day for Eurodollar  Loans shall be
extended to the next succeeding  Business Day for Eurodollar Loans,  unless such
Business Day falls in the next calendar month, in which case the Interest Period
shall end on the next  preceding  Business  Day for  Eurodollar  Loans,  and (c)
Borrower may not elect an Interest Period that would extend beyond the Revolving
Credit Termination Date.

     "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
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.

     "Lender" or "Lenders" shall mean the banks and lending  institutions listed
on the signature pages hereof,  and each assignee  thereof,  if any, pursuant to
Section 10.06.

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


                                       11
<PAGE>

     "Leverage Ratio" shall mean, as of any date of determination,  the ratio of
Total Funded Debt as of such date to Total Capitalization as of such date.

     "LIBOR" shall mean, for any Interest Period, the offered rates for deposits
in U.S. dollars for a period  comparable to the Interest Period appearing on the
Telerate  Page  3750,  as of I 1:00  a.m.  London  time on the  day  that is two
business days prior to the Interest Period. If at least two such rates appear on
the Telerate Page 3750, the rate for that Interest Period will be the arithmetic
mean of such rates,  rounded, if necessary,  to the next higher 1/16 of 1.0%. If
the foregoing  rate is  unavailable  from the Telerate Page 3750 for any reason,
then such rate shall be determined by the Administrative  Agent from the Reuters
Screen LIBOR Page, or if such rate is also unavailable on such service,  then on
any other interest rate reporting service of recognized  standing  designated in
writing by the  Administrative  Agent to Borrower and the  Lenders;  it any such
case rounded, if necessary,  to the next higher 1/16 of 1.0%, if the rate is not
such a multiple.

     "Lien" shall mean any mortgage,  pledge,  security  interest,  encumbrance,
lion or charge of any kind or description and shall include, without limitation,
any agreement to give any of the foregoing,  any conditional sale or other title
retention agreement, any capital lease in the nature thereof including any lease
or similar  arrangement with a public authority  executed in connection with the
issuance of industrial  development  revenue bonds or pollution  control revenue
bonds, and the filing of or agreement to give any financing  statement under the
Uniform Commercial Code of any jurisdiction.

     "Line  of  Credit  Agreement"  shall  mean  that  certain  Line  of  Credit
Agreement,  dated as of the date hereof,  by and among Borrower,  SunTrust Bank,
Central  Florida,  as  Administrative  Agent,  First  Union  National  Bank,  as
Documentation  Agent,  NationsBank N.A., as Syndication Agent,  SouthTrust Bank,
National Association,  as Co-Agent,  and the banks and lending institutions from
time to time parties thereto, as the same may be amended, restated, supplemented
or otherwise modified from time to time.

     "Materially  Adverse  Effect" shall mean the occurrence of an event,  which
would (i) cause the  recognition  of a  liability,  as required by  Statement of
Financial Accounting Standard No. 5, in the current quarter financial statements
in the  amount  of  $15,000,000  or more,  or (ii)  cause an  auditor  to have a
substantial  doubt about the ability of Borrower to continue as a going  concern
after  consideration of management's plans as described in Statement of Auditing
Standards, No. 50.

     "Material Subsidiary" shall mean each Subsidiary of Borrower,  now existing
or  hereinafter  established  or  acquired,  that at any time prior to the Final
Maturity  Date,  has or acquires  total assets in excess of  $1,000,000  or that
accounted for or produced more than 5% of the Consolidated  EBITR of Borrower on
a  consolidated  basis during any of the three most  recently  completed  fiscal
years of Borrower.

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


                                       12
<PAGE>

     "Notice of Borrowing" shall have the meaning provided in Section 3.01.

     "Notice of  Continuation/Conversion"  shall have the  meaning  provided  in
Section 3.01.

     "Obligations"  shall mean all  amounts  owing to the Agents and all Lenders
pursuant to the terms of this Agreement or any other Credit Document,  including
without  limitation,  all Revolving Loans  (including all principal and interest
payments due thereunder),  fees,  expenses,  indemnification  and  reimbursement
obligations, payments, indebtedness,  liabilities, and obligations of the Credit
Parties, direct or indirect, absolute or contingent, liquidated or unliquidated,
now existing or  hereafter  arising,  together  with all  renewals,  extensions,
modifications or refinancings thereof

     "Payment Office" shall mean, for any Lender, the "Payment Office" listed on
its signature page to this Agreement.

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

     "Permitted  Liens"  shall mean those Liens  expressly  permitted by Section
7.02.

     "Person" shall mean and shall include an individual, a partnership, a joint
venture, a corporation, a trust., an unincorporated association, a government or
any department or agency thereof and any other entity whatsoever.

                  "Plan"  shall  mean  any  employee   benefit  plan,   program,
arrangement, practice or contract, maintained by or on behalf of the Borrower or
an ERISA Affiliate,  which provides  benefits or compensation to or on behalf of
employees  or former  employees,  whether  formal or  informal,  whether  or not
written,  including  but not  limited  to the  following  types  of  plans:

          (i) Executive Arrangements - any bonus, incentive compensation,  stock
     option, deferred compensation,  commission,  severance, "golden parachute",
     "rabbi trust", or Other executive  compensation  plan,  program,  contract,
     arrangement or practice;

          (ii) ERISA Plans - any  "employee  benefit plan" as defined in Section
     3(5) 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;

          (iii) Other Employee Fringe  Benefits - any stock purchase,  vacation,
     scholarship,  day care,  prepaid  legal  services,  severance  pay or other
     fringe   benefit  plan,   program,   arrangement,   contract  or  practice.


                                       13
<PAGE>

     "Pro Rata Share"  shall mean,  with respect to each of the  Revolving  Loan
Commitments  of each  Lender  and  each  Loan to be  made  by and  each  payment
(including,  without limitation, any payment of principal,  interest or fees) to
be made to each Lender,  the  percentage  designated  as such  Lender's Pro Rata
Share of such Revolving Loan Commitments, such Revolving Loans or such payments,
as  applicable,  set  forth  under  the name of such  Lender  on the  respective
signature  page for such Lender or in any  assignment  hereafter  executed by an
assignee of a Lender  pursuant to Section  10.06,  in each case as such Pro Rata
Share may change from time to time as a result of assignments or amendments made
pursuant to this Agreement.

     "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,  at any time,  Lenders  holding  at least
sixty-six and two-thirds  percent  (66-2/3%) of the then aggregate amount of the
Revolving Loan Commitments and the aggregate outstanding Revolving Loans.

     "Requested  Commitment  Amount"  shall have the  meaning  assigned to it in
Section 3.03.

     "Requirement  of Law" for any Person shall mean the articles or certificate
of incorporation and by-laws or other  organizational or governing  documents of
such Person,  and any law,  treaty,  rule or regulation,  or determination of an
arbitrator or a court or other governmental  authority,  in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

     "Reuters  Screen" shall mean,  when used in connection  with any designated
page and 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,  Loans" or "Loans"  shall  mean,  collectively,  the  revolving
credit loans made to Borrower by the Lenders pursuant to Section 2.01.

     "Revolving Loan Commitment" or "Commitment" shall mean, at any time for any
Lender,  the amount of such  commitment set forth opposite such Lender's name on
the  signature  pages  hereof or in any  assignment  hereafter  executed  by any
assignee of a Lender  pursuant to Section 10.06, as the same may be increased or
decreased  from time to time as a result of any  reduction  thereof  pursuant to
Section 2.03, any assignment thereof pursuant to Section 10.06, or any amendment
thereof pursuant to Section 10.02.

     "Revolving Loan Termination Date" shall mean the earlier of (i) January 25,
2004 and (ii) the date on which the Revolving Loan Commitments are terminated in
accordance with Article VIII.


                                       14
<PAGE>

     "Revolving  Note"  or  "Note"  shall  mean  any of the  Syndicate  Notes or
Competitive  Bid Notes either as originally  executed or as the same may be from
time to time supplemented, modified, amended, renewed or extended.

     "Subordinated  Debt"  shall  mean  all  Indebtedness  of  Borrower  and its
Subsidiaries subordinated to all obligations of Borrower and its Subsidiaries or
any other Credit Party arising under this Agreement, the Revolving Notes and the
Guaranty  Agreement on terms and conditions  satisfactory in all respects to the
Administrative  Agent and the Required Lenders,  including  without  limitation,
with  respect  to  interest  rates,  payment  terms,  maturities,   amortization
schedules,  covenants,  defaults,  remedies,  and subordination  provisions,  as
evidenced  by the written  approval  of the  Administrative  Agent and  Required
Lenders.

     "Subsidiary"  shall mean,  with respect to any Person,  any  corporation or
other entity (including, without limitation,  partnerships,  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  Person,  either  directly  or
indirectly through one or more other Subsidiaries.

     "Syndicate  Loans" shall mean,  collectively,  the Revolving  Loans made to
Borrower hereunder other than Competitive Bid Loans.

     "Syndicate Note" shall mean a promissory note evidencing Syndicate Loans in
the form attached hereto as Exhibit A.

     "Syndication  Agent"  shall mean  NationsBank,  N.A.,  a  national  banking
association,  as syndication agent for the Lenders hereunder and under the other
Credit Documents, and each successor syndication agent.

     "Tax Code" shall mean the Internal  Revenue Code of 1986, as amended and in
affect 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  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.

     "Telerate" shall mean, when used in connection with any designated page and
"LIBOR," the display page so  designated on the Dow Jones  Telerate  Service (or
such other page as may  replace  that page on that  service  for the  purpose of
displaying rates comparable to "LIBOR").


                                       15
<PAGE>

     "Total Capitalization" shall mean, as of any date of determination, the sum
of (i) Total Funded Debt plus (ii) Consolidated Net Worth as of such date.

     "Total  Commitment"  shall  mean  the sum of the  Lenders'  Revolving  Loan
Commitments  as such Total  Commitment  may be reduced by  voluntary  reduction,
prepayment  or nonrenewal of a Lender's  Revolving  Loan  Commitment as provided
herein.

     "Total  Funded  Debt"  shall  mean  all  Indebtedness  of the  Consolidated
Companies  that by its  terms or by the  terms of any  instrument  or  agreement
relating thereto matures,  or which is otherwise payable or unpaid,  one year or
more from, or is directly or indirectly renewable or extendable at the option of
the debtor to a date one year or more (including an option of the debtor under a
revolving credit or similar agreement obligating the lender or lenders to extend
credit  over a  period  of one  year or more)  from,  the  date of the  creation
thereof,  provided  that  Total  Funded  Debt shall  include,  as at any date of
determination,  any portion of such Indebtedness  outstanding on such date which
matures on demand or within one year from such date  (whether  by sinking  fund,
other required prepayment,  or final payment at maturity) and shall also include
all Indebtedness of the  Consolidated  Companies for borrowed money under a line
of credit,  guidance line,  revolving  credit,  bankers  acceptance  facility or
similar  arrangement  for borrowed money,  including,  without  limitation,  all
unpaid  drawings under letters of credit and  unreimbursed  amounts  pursuant to
letter of credit  reimbursement  agreements,  regardless  of the  maturity  date
thereof.

     "Type"  of  Borrowing  shall  mean a  Borrowing  consisting  of  Base  Rate
Advances, Eurodollar Advances or Competitive Bid Advances.

     "United  States of  America"  shall  mean the  fifty  (50)  States  and the
District of Columbia

     "Wholly  Owned  Subsidiary"  shall  mean any  Subsidiary,  all the stock or
ownership interest of every class of which, except directors' qualifying shares,
shall,  at the time as of which any  determination  is being  made,  be owned by
Borrower either directly or indirectly.

     "Year 2000 Issues"  shall mean the actual and  anticipated  costs,  claims,
losses,  and liabilities  associated with the inability of certain  computer and
software  applications to effectively  handle data that includes dates prior to,
on,  spanning  or after  January 1, 2000,  as such  inability  in respect of any
Consolidated Company affects the business, operations, and financial conditioner
any  Consolidated  Company.

     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.


                                       16
<PAGE>

     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.

                                  Article II.

                           REVOLVING LOAN COMMITMENTS

     Section 2.01 Revolving Loan Commitments, Use of Proceeds.

          (a)  Subject  to and upon the terms and  conditions  herein set forth,
     each Lender  severally  agrees to make to Borrower from time to time on and
     after the Closing Date, but prior to the Revolving Loan  Termination  Date,
     Revolving  Loans  in an  aggregate  amount  outstanding  at any time not to
     exceed such Lender's Revolving Loan Commitment.  Borrower shall be entitled
     to repay and reborrow  Revolving  Loans in accordance  with the  provisions
     hereof.

          (b) Each Revolving Loan shall,  at the option of Borrower,  be made or
     continued as, or converted  into, part of one or more Borrowings that shall
     consist  entirely of Syndicate  Loans  (comprised  of Base Rate Advances or
     Eurodollar  Advances) or  Competitive  Bid Loans.  The aggregate  principal
     amount  of each  Borrowing  of  Revolving  Loans  comprised  of  Eurodollar
     Advances shall not be less than $5,000,000 or a greater  integral  multiple
     of  $1,000,000.  The  aggregate  principal  amount  of  each  Borrowing  of
     Competitive  Bid Loans  shall not be less than  $5,000,000.  The  aggregate
     principal  amount of each  Borrowing of Revolving  Loans  comprised of Base
     Rate  Advances  shall not be less than $  1,000,000  or a greater  integral
     multiple  of $  1,000,000.  At no  time  shall  the  number  of  Borrowings
     outstanding  under  this  Article II exceed  ten;  provided  that,  for the
     purpose of determining the number of Borrowings outstanding and the minimum
     amount for Borrowings  resulting from  conversions  or  continuations,  all
     Borrowings of Base Rate Advances under this Facility shall be considered as
     one Borrowing.  The parties  hereto agree that (i) the aggregate  principal
     balance of the Revolving Loans (including the Competitive Bid Loans) of the
     Lenders as a group shall not exceed the aggregate  principal  amount of all
     Revolving  Loan  Commitments,  (ii) no Lender  shall be  obligated  to make
     Syndicate  Loans in excess of the Revolving Loan Commitment of such Lender,
     (iii) no Lender shall be  obligated  hereunder  to extend  Competitive  Bid
     Loans or to make quotes for such  Competitive Bid Loans,  and (iv) a Lender
     may elect, in its discretion, to extend Competitive Bid Loans which, either
     alone or  together  with the  Syndicate  Loans of such  Lender,  exceed the
     Revolving Loan Commitment of such Lender.


                                       17
<PAGE>

          (c) The proceeds of Revolving  Loans shall be used solely to refinance
     existing  indebtedness,   to  fund  future  acquisitions,   to  fund  share
     repurchase  agreements,  to fund the working  capital needs of the Borrower
     and its Subsidiaries, and for general corporate purposes.

     Section 2.02 Syndicate Note; Repayment of Principal.

          (a)  Borrower's  obligations to pay the principal of, and interest on,
     the Syndicate  Loans and the  Competitive Bid Loans to each Lender shall be
     evidenced by the records of the Administrative Agent and such Lender and by
     the Syndicate Note and the Competitive Bid Note,  respectively,  payable to
     such Lender (or the assignor of such Lender)  completed in conformity  with
     this Agreement.

          (b) All outstanding  principal amounts under the Revolving Loans shall
     be due and  payable  in  full at the  earlier  of (i)  the  Revolving  Loan
     Termination  Date or (ii)  acceleration of the  indebtedness as provided in
     Article VIII.

     Section 2.03  Voluntary  Reduction of Revolving Loan  Commitments.  Upon at
least three (3) Business Days' prior telephonic  notice  (promptly  confirmed in
writing) to the  Administrative  Agent,  Borrower shall have the right,  without
premium or penalty,  to terminate the Revolving Loan Commitments,  in part or in
whole, provided that (i) any such termination shall Apply to proportionately and
permanently  reduce the Revolving Loan Commitments of each of the Lenders,  (ii)
any partial  termination  pursuant to this Section 2.03 shall be in an amount of
at least  $5,000,000  and integral  multiples of  $1,000,000,  and (iii) no such
reduction  shall be  permitted  if  prohibited  or without  payment of all costs
required to be paid  hereunder  with respect to a  prepayment.  If the aggregate
outstanding  amount of the  Revolving  Loans exceeds the amount Of the Revolving
Loan Commitments as so reduced,  Borrower shall  immediately repay the Revolving
Loans by an amount  equal to such excess,  together  with all accrued but unpaid
interest on such excess amount and any amounts due under Section 3.13 hereof.

                                  Article III.

                               GENERAL LOAN TERMS

     Section 3.01 Funding Notices.

          (a) (i)  Whenever  Borrower  desires to make a Borrowing  of Syndicate
     Loans under its Revolving Loan Commitments (other than one resulting from a
     conversion or continuation  pursuant to Section 3.01(b)(i)),  it shall give
     the  Administrative  Agent  prior  written  notice  (or  telephonic  notice
     promptly  confirmed in writing) of such Borrowing (a "Notice of Borrowing")
     at its Payment  Office such Notice of  Borrowing to be given prior to (x) I
     1:00 A.M.  (local time for the  Administrative  Agent) one (1) Business Day
     prior to the  requested  date of such  Borrowing  in the case of Base  Rate
     Advances,  (y) 11:00 A.M.



                                       18
<PAGE>

     (local time for the Administrative  Agent) three (3) Business Days prior to
     the requested date of such Borrowing in the case of Eurodollar Advances and
     (z) prior to 1:00 P.M.  (local  time for the  Administrative  Agent) on the
     requested date of such  Borrowing in the case of Competitive  Bid Advances.
     Notices  received  after 1 1:00 A.M. for Base Rate Advances and  Eurodollar
     Advances  and 1:00  P.M.  for  Competitive  Bid  Advances  shall be  deemed
     received  on the next  Business  Day.  Each  Notice of  Borrowing  shall be
     irrevocable  and  shall  specify  the  aggregate  principal  amount  of the
     Borrowing,  the date of  Borrowing  (which  shall be a Business  Day),  and
     whether the  Borrowing  is to consist of Base Rate  Advances or  Eurodollar
     Advances and (in the case of Eurodollar Advances) the Interest Period to be
     applicable thereto.

          (ii) Whenever  Borrower desires to make a Borrowing of Competitive Bid
     Loans under its Revolving Loan Commitments (other than one resulting from a
     conversion or continuation pursuant to Section 3.01(b)(ii)),  it shall give
     the  Administrative  Agent notice that the Lenders are requested to provide
     Competitive  Bid Rates for Interest  Periods  identified by Borrower,  such
     Interest  Periods not to exceed 180 days.  Notices  must comply with notice
     requirements  of each  respective  Lender,  which shall be  communicated by
     Lenders to Borrower from time to time.  Each Lender in its discretion  may,
     but shall not be obligated to, submit a quote to the Borrower in connection
     with  such  request.  The  Borrower  shall  then be  entitled,  in its sole
     discretion,  to elect to incur all or any part of the  Competitive Bid Loan
     offered by one or more of the Lenders that have  elected to provide  quotes
     for  any  of  the  Interest  Periods  and at the  rate(s)  quoted  by  such
     Lender(s). The Competitive Bid Loans incurred by the Borrower in connection
     with such a request  for quotes  shall not  exceed (i) with  respect to all
     Lenders  then  providing  quotes,   the  then  unutilized   Revolving  Loan
     Commitments of all Lenders as a group, and (ii) with respect to each Lender
     providing a quote,  the amount bid by such Lender in  connection  with such
     Lender's quote. The Borrower shall notice the Administrative Agent and such
     Lender  or  Lenders  of its  election  in  accordance  with the  procedures
     established with such Lender or Lenders, having no obligation to report the
     terms  thereof;  Provided,  however,  that if any  Borrowing of  Eurodollar
     Advances must be made as Base Rate Advances as a result of a  determination
     made by the  Administrative  Agent pursuant to Section 3.09, such Notice of
     Borrowing  may be revoked by  Borrower no later than one (1)  Business  Day
     prior to the date of funding.

          (b) (i)  Whenever  Borrower  desires to convert all or a portion of an
     outstanding   Borrowing  of  Syndicate   Loans  under  its  Revolving  Loan
     Commitments,  Which  Borrowing  consists of Base Rate  Advances into one or
     more   Borrowings   consisting  of  Eurodollar   Advances  or  to  continue
     outstanding  a  Borrowing  consisting  of  Eurodollar  Advances  for  a new
     Interest  Period,  it shall give the  Administrative  Agent at least  three
     Business  Days'  prior  written  notice  (or  telephonic   notice  promptly
     confirmed  in  writing)  of each such  Borrowing  to be  converted  into or
     continued   as   Eurodollar   Advances.   Such   notice   (a   "Notice   of
     Continuation/Conversion")  shall be given prior to I 1:00 A.M.  (local time
     for the  Administrative  Agent) on the date specified at the Payment Office
     of the  Administrative  Agent. Each such Notice of  Continuation/Conversion
     shall be irrevocable  and shall specify the aggregate  principal  amount of
     the Advances to be converted or continued,  the date of such  conversion or
     continuation  and the  Interest  Period  applicable



                                       19
<PAGE>

     thereto.  If, upon the expiration of any Interest  Period in respect of any
     Borrowing,   Borrower   shall  have   failed  to  deliver   the  Notice  of
     Continuation/Conversion,  Borrower  shall  be  deemed  to have  elected  to
     convert or continue such  Borrowing to a Borrowing  consisting of Base Rate
     Advances.  So long as any Executive  Officer of Borrower has knowledge that
     any Default or Event of Default shall have occurred and be  continuing,  no
     Borrowing  may be converted  into or continued as (upon  expiration  of the
     current  Interest  Period)  Eurodollar  Advances unless the  Administrative
     Agent and each of the Lenders shall have otherwise consented in writing. No
     conversion  of any  Borrowing  of  Eurodollar  Advances  shall be permitted
     except on the last day of the interest Period in respect thereof

          (ii)  Whenever  Borrower  desires to  continue  all or a portion of an
     outstanding  Borrowing of  Competitive  Bid Loans under its Revolving  Loan
     Commitments,  for a new  Interest  Period,  it may request that the Lenders
     provide quotes for Competitive  Bid Rates in the same manner  prescribed in
     Section 3.01 (a)(ii) for funding.  Whenever Borrower desires to convert all
     or a portion of an outstanding Borrowing of Competitive Bid Loans under its
     Revolving Loan  Commitments  into a Borrowing of Syndicate  Loans, it shall
     comply with the provisions  prescribed in Section 3.01(b)(i) for conversion
     of Syndicate  Loans.  If, upon the  expiration  of any  Interest  Period in
     respect of any  Competitive  Bid  Borrowing,  Borrower shall have failed to
     deliver the Notice of  Continuation/Conversion,  or Lenders fail to provide
     such  quotes,  Borrower  shall be  deemed to have  elected  to  convert  or
     continue such  Borrowing to a Borrowing of a Syndicate  Loan  consisting of
     Base Rate  Advances.  So long as any Default or Event of Default shall have
     occurred  and be  continuing,  no  Borrowing  may be  converted  into (upon
     expiration  of  the  current  Interest  Period)  Eurodollar  Advances.   No
     conversion of any Borrowing  into  Eurodollar  Advances  shall be permitted
     except on the last day of the Interest Period in respect thereof.

          (c) Without in any way limiting  Borrower's  obligation  to confirm in
     writing any telephonic notice, the Administrative Agent and the Lenders may
     act without  liability upon the basis of telephonic  notice believed by the
     Administrative  Agent or the Lender in good faith to be from Borrower prior
     to receipt  of written  confirmation.  In each such case,  Borrower  hereby
     waives the right to dispute the  Administrative  Agent's  and the  Lender's
     record of the terms of such telephonic notice.

          (d) The Administrative Agent shall promptly give each Lender notice by
     telephone  (confirmed  in  writing)  or by  telex,  telecopy  or  facsimile
     transmission   of  the  matters   covered  by  the  notices  given  to  the
     Administrative  Agent  pursuant to this  Section  3.01 with  respect to the
     Revolving Loan Commitments.

     Section 3.02 Disbursement of Funds.

          (a) No later than 11:00 A.M. (local time for the Administrative Agent)
     on the date of each Borrowing of Syndicate  Loans pursuant to the Revolving
     Loan   Commitments   (other  than  one  resulting   from  a  conversion  or
     continuation  pursuant  to  Section  3.01(b)(i)),  each  Lender  will  make
     available its Pro Rata Share of the amount of such



                                       20
<PAGE>

     Borrowing  in  immediately  available  funds at the  Payment  Office of the
     Administrative  Agent.  The  Administrative  Agent will make  available  to
     Borrower  the  aggregate  of the amounts (if any) so made  available by the
     Lenders to the  Administrative  Agent in a timely manner by crediting  such
     amounts  to  Borrower's   demand  deposit   account   maintained  with  the
     Administrative  Agent or at Borrower's option, to effect a wire transfer of
     such amounts to Borrower's account specified by the Borrower,  by the close
     of  business  oil such  Business  Day. In the event that the Lenders do not
     make  such  amounts  available  to the  Administrative  Agent  by the  time
     prescribed  above,  but such amount is received later that day, such amount
     may be  credited  to  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) No later than 2:00 P.M. (local time for the applicable  Lender) on
     the  date of each  Borrowing  of  Competitive  Bid  Loans  (other  than one
     resulting   from  a  conversion   or   continuation   pursuant  to  Section
     3.01(b)(ii)),  the  Lender  making  any  Competitive  Bid  Loan  will  make
     available the amount of such  Borrowing in immediately  available  funds by
     wire  transfer to an account  specified by the Borrower on the date of each
     Borrowing  pursuant  to the  Revolving  Loan  Commitments  (other  than one
     resulting   from  a  conversion   or   continuation   pursuant  to  Section
     3.01(b)(ii)).

          (c) Unless the  Administrative  Agent shall have been  notified by the
     Lender making any Syndicate Loan prior to the date of a Borrowing 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  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
     does not pay such  corresponding  amount forthwith upon the  Administrative
     Agent's demand  therefor,  the  Administrative  Agent shall promptly Notify
     Borrower,  and Borrower shall immediately pay such corresponding  amount to
     the  Administrative  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 Revolving Loan Commitments hereunder
     or to prejudice any rights which  Borrower may have against any Lender as a
     result of any default by such Lender hereunder.

          (d) All  Borrowings of Syndicate  Loans shall be loaned by the Lenders
     on the basis of their Pro Rata Share of the Revolving Loan Commitments. All
     Borrowings of Competitive  Bid Loans under the Revolving  Loan  Commitments
     shall be loaned by the Lenders  whose quotes were accepted by the Borrower.
     No Lender shall be  responsible  for any default by any other Lender in its
     obligations  hereunder,  and each  Lender  shall be  obligated  to make the
     Revolving  Loans  provided to be made by it  hereunder,  regardless  of the
     failure  of any  other  Lender  to  fund  its  Revolving  Loan  Commitments
     hereunder.


                                       21
<PAGE>

     Section 3.03 Increase of Revolving Loan Commitments.

          (a) So long as no Event of Default  has  occurred  and is  continuing,
     Borrower may, at any time by written  notice to the  Administrative  Agent,
     who shall  promptly  notify the Lenders,  request that the  Revolving  Loan
     Commitments be increased up to an amount not to exceed  $275,000,000 in the
     aggregate (the "Requested  Commitment Amount") on a pro rata basis based on
     the Pro Rata Shares of the Lenders.  No Lender (or any  successor  thereto)
     shall have any obligation to increase its Revolving Loan  Commitment or its
     other obligations under this Agreement and the other Credit Documents,  and
     any decision by a Lender to increase its Revolving Loan Commitment shall be
     made in its sole  discretion  independently  from any other Lender.  Within
     fifteen (15) Business Days from each Lender's  receipt of such request from
     the Borrower,  each Lender shall notify the Administrative Agent in writing
     of whether or not it will agree to increase its Revolving  Loan  Commitment
     and  by  what  amount  it  will  agree  to  increase  such  Revolving  Loan
     Commitment,  up to its Pro Rata Share of the Requested  Commitment  Amount.
     Decisions to increase a Revolving  Loan  Commitment  must be  affirmatively
     communicated  in writing and shall not be presumed  based upon a failure to
     respond to Borrower's request.

          (b) In the event that the  aggregate  amount to which the  Lenders are
     willing to  increase  their  Revolving  Loan  Commitments  is less than the
     Requested  Commitment  Amount based on the written notices delivered by the
     Lenders to the Administrative  Agent, the Administrative  Agent shall first
     offer to the  Lenders  who have agreed to  increase  their  Revolving  Loan
     Commitments  the  opportunity  to further  increase  their  Revolving  Loan
     Commitments up to an amount equal to the Requested  Commitment Amount. Such
     Lenders shall promptly  respond in writing to the  Administrative  Agent of
     whether  or not it will  agree  to  further  increase  its  Revolving  Loan
     Commitment  and by what  amount  it will  agree  to  further  increase  its
     Revolving Loan  Commitment.  Within five (5) Business Days after receipt of
     all responses from such Lenders,  the Administrative Agent shall inform the
     Borrower and all Lenders in writing of the amount by Which each Lender will
     increase its Revolving Loan Commitment.

          (c) In the event that the  aggregate  amount to which the  Lenders are
     willing to  increase  their  Revolving  Loan  Commitments  is less than the
     Requested  Commitment  Amount  based on the notice from the  Administrative
     Agent to the Borrower and all Lenders,  the Borrower  shall have the right,
     within sixty days (60) after receipt of such notice from the Administrative
     Agent, to obtain commitments from new banks or financial institutions in an
     aggregate amount such that the existing  Revolving Loan  Commitments,  plus
     the aggregate principal amount by which the Lenders are willing to increase
     their Revolving Loan  Commitments,  plus the aggregate  principal amount of
     the new  commitments  by the new banks or financial  institutions  does not
     exceed the Requested Commitment Amount; provided, however, that (1) the new
     banks or financial  institutions  must be acceptable to the  Administrative
     Agent, which acceptance will not be unreasonably  withhold or delayed,  and
     (2) the new banks or  financial  institutions  must become  parties to this
     Agreement   pursuant  to  a  joinder   agreement  in  form  and   substance
     satisfactory to the Administrative Agent and the Required Lenders, pursuant
     to which (x)



                                       22
<PAGE>

     they shall be granted all of the rights that  existing  Lenders  have under
     this Agreement and the other Credit Documents and (y) they shall assume the
     same  liabilities and obligations that the existing Lenders have under this
     Agreement.

     Section 3.04 Interest.

          (a) Borrower agrees to pay interest in respect of all unpaid principal
     amounts of the Syndicate  Loans from the  respective  dates such  principal
     amounts  were  advanced to maturity  (whether  by  acceleration,  notice of
     prepayment  or  otherwise)  at rates  per  annum (on the basis of a 360-day
     year) equal to the applicable rates indicated below:

               (i) For Base Rate  Advances--The Base Rate in effect from time to
          time; and (ii) For  Eurodollar  Advances--The  relevant  Adjusted LIBO
          Rate plus the Applicable Margin.

          (b) Borrower agrees to pay interest in respect of all unpaid principal
     amounts of the  Competitive  Bid Loans made to Borrower from the respective
     dates  such  principal  amounts  were  advanced  to  maturity  (whether  by
     acceleration,  notice of prepayment or otherwise) at times and at rates per
     annum (on the basis of a 360-day year) equal to the applicable rates agreed
     upon between Borrower and the Lender making such Competitive Bid Loans.

          (c) Overdue  principal and, to the extent not prohibited by applicable
     law, overdue interest, in respect of the Revolving Loans, whether Syndicate
     Loans or  Competitive  Bid  Loans,  and all  other  overdue  amounts  owing
     hereunder,  shall  bear  interest  from each date  that  such  amounts  are
     overdue:

               (i) in the case of overdue principal and interest with respect to
          all Revolving Loans outstanding as Eurodollar Advances and Competitive
          Bid Advances,  at the rate otherwise  applicable for the then-cur-rent
          Interest  Period  plus an  additional  two  percent  (2.0%) per annum;
          thereafter  at the rate in  effect  for  Base  Rate  Advances  plus an
          additional two percent (2.0%) per annum; and

               (ii) in the case of overdue  principal  and interest with respect
          to all other  Revolving Loans  outstanding as Base Rate Advances,  and
          all other  Obligations  hereunder (other than Revolving  Loans),  at a
          rate equal to the applicable  Base Rate plus an additional two percent
          (2.0%) per annum;

provided that no Revolving Loan shall bear interest after  maturity,  whether by
non-payment  at  scheduled  due  date,  acceleration,  notice of  prepayment  or
otherwise  at a rate per annum less then two percent  (2.0%) per annum in excess
of the rate of interest  applicable  thereto at  maturity.




                                       23
<PAGE>

          (d) Interest on each  Revolving  Loan shall accrue from and  including
     the  date of  such  Revolving  Loan  to,  but  excluding,  the  date of any
     repayment thereof; provided that, if a Revolving Loan is repaid on the same
     day made, one day's interest shall be paid on such Revolving Loan. Interest
     on all outstanding Base Rate Advances shall be payable quarterly in arrears
     on the last  calendar day of each fiscal  quarter of Borrower in each year.
     Interest  on  all  outstanding  Eurodollar  Advances  and  Competitive  Bid
     Advances  shall  be  payable  on the  last  day  of  each  Interest  Period
     applicable  thereto,  and,  in the case of  Eurodollar  Advances  having an
     Interest  Period in excess of three months,  on each day which occurs every
     three  months,  as the case may be, after the initial date of such Interest
     Period.  Interest on all Revolving Loans shall be payable on any conversion
     of any Advances  comprising  such Revolving  Loans into Advances of another
     Type,   prepayment  (on  the  amount  prepaid),  at  maturity  (whether  by
     acceleration,  notice of prepayment or otherwise) and, after  maturity,  on
     demand.

          (e) The Administrative  Agent, upon determining the Adjusted LEBO Rate
     for any interest Period,  shall promptly notify by telephone  (confirmed in
     writing)  or  in  writing   Borrower  and  the  other  Lenders.   Any  such
     determination  shall,  absent  manifest  error,  be final,  conclusive  and
     binding for all purposes.  A Lender  making a  Competitive  Bid Loan has no
     obligation  to notice any other  Lender of the  interest  rates  charged to
     Borrower.

     Section 3.05 Interest Periods.

          (a) In connection  with the making or  continuation  of, or conversion
     into, each Borrowing of Syndicate  Loans comprised of Eurodollar  Advances,
     Borrower shall select an interest period (each an "Interest  Period") to be
     applicable to such  Eurodollar  Advances,  which  Interest  Period shall be
     either a 1, 2, 3 or 6 month period; provided that:

               (i) The initial  Interest  Period for any Borrowing of Eurodollar
          Advances shall  commence on the date of such Borrowing  (including the
          date of any  conversion  from a  Borrowing  consisting  of Advances 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,  provide  that if any  Interest  Period  in
          respect of Eurodollar Advances 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 Eurodollar Advances 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;


                                       24
<PAGE>

               (iv) No Interest  Period shall extend  beyond any date upon which
          any principal payment is due with respect to the Revolving Loans.

          (b) When  Borrower  requests a quote for a Competitive  Bid Loan,  the
     Borrower  shall  specify  the  Interest  Period  to be  applicable  to such
     Revolving  Loan,  which  Interest  Period  shall be as  agreed  upon by the
     Borrower and such Lender;  provided,  however,  that (i) no Interest Period
     shall exceed 180 days,  (ii) no Interest  Period  shall  extend  beyond the
     Revolving  Loan  Termination  Date and (iii) 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. Interest shall be payable
     in respect of each  Competitive  Bid Loan on the last day of each  Interest
     Period applicable to such Competitive Bid Loan, and at maturity (whether by
     acceleration or otherwise).

     Section 3.06 Fees.

          (a) Borrower shall pay to the Administrative Agent, for the account of
     and  distribution  of the  respective  Pro  Rata  Share to each  Lender,  a
     facility fee (the "Facility Fee") for the period  commencing on the Closing
     Date to and including the Revolving Loan Termination Date, equal to (i) the
     Applicable  Facility Fee  Percentage  per annum  multiplied  by (ii) on the
     daily average of the aggregate  Revolving Loan  Commitments of the Lenders,
     such fee being  payable  quarterly  in arrears on the last  calendar day of
     each fiscal quarter of Borrower and on the Revolving Loan Termination Date.

          (b) Borrower shall pay to the Administrative  Agent such other fees as
     are  specified,  and in  accordance  with,  the Fee  Letter.


     Section 3.07 Voluntary Prepayments of Borrowings.

          (a) Borrower may, at its option,  prepay Borrowings consisting of Base
     Rate  Advances  at any time in  whole,  or from  time to time in  part,  in
     amounts  aggregating   $2,500,000  or  any  greater  integral  multiple  of
     $500,000,  by paying  the  principal  amount to be  prepaid  together  with
     interest  accrued  and  unpaid  thereon  to the date of  prepayment.  Those
     Borrowings  consisting of Eurodollar Advances may be prepaid, at Borrower's
     option,  in whole,  or from time to time in part,  in  amounts  aggregating
     $5,000,000 or any greater  integral  multiple of $1,000,000,  by paying the
     principal  amount to be prepaid,  together with interest accrued and unpaid
     thereon to the date of prepayment and all compensation payments pursuant to
     Section 3.13 if such  prepayment  is made on a date other than the last day
     of an Interest Period  applicable  thereto.  Each such optional  prepayment
     shall be applied in accordance  with Section  3.07(c)  below.

          (b) Borrower shall give written notice (or telephonic notice confirmed
     in writing) to the Administrative  Agent of any intended  prepayment of (i)
     Base  Rate  Advances  not less  than  one  Business  Day  prior to any such
     prepayments and (ii) Eurodollar  Advances not less than three Business Days
     prior to any such  prepayment.  Borrower  shall  give


                                       25
<PAGE>

     written  notice  (or  telephonic   notice  confirmed  in  writing)  to  the
     respective  Lender  who  made  any  Competitive  Bid  Loan of any  intended
     prepayment  of such  Competitive  Bid Loan not less than one  Business  Day
     prior to any prepayment of such  Competitive  Bid Loan.  Such notice,  once
     given,  shall be  irrevocable.  Upon  receipt of such notice of  prepayment
     pursuant to the first sentence of this  paragraph  (b), the  Administrative
     Agent shall promptly  notify each Lender of the contents of such notice and
     of such Lender's  share of such  prepayment.

          (c) Borrower,  when providing notice of prepayment pursuant to Section
     3.07(b) may designate  the Types of Advances and the specific  Borrowing or
     Borrowings which are to be prepaid,  provided that (i) if any prepayment of
     Eurodollar  Advances made  pursuant to a single  Borrowing of the Revolving
     Loans shall reduce the outstanding Advances made pursuant to such Borrowing
     to an amount less than  $1,000,000,  such  Borrowing  shall  immediately be
     converted into Base Rate Advances;  and (ii) each  prepayment made pursuant
     to a single  Borrowing  shall be applied pro rata among the Revolving Loans
     comprising  such  Borrowing,  if such  prepayment  is not a prepayment of a
     Competitive  Bid Loan.  All voluntary  prepayments  shall be applied to the
     payment of any unpaid  interest  before  application to principal.

     Section 3.08 Payments, etc.

          (a) (i) Except as otherwise specifically provided herein, all payments
     under  this  Agreement  and the  other  Credit  Documents,  other  than the
     payments  specified in clause (ii) below,  shall be made  without  defense,
     set-off or counterclaim to the  Administrative  Agent,  not later than 2:00
     P.M.  (local  time for the  Administrative  Agent) on the date when due and
     shall be made in Dollars in immediately  available  funds at the respective
     Payment Office.

          (ii) Except as otherwise  specifically  provided herein,  all payments
     under this Agreement with respect to the Lenders making any Competitive Bid
     Loans shall be made without defense, set-off or counterclaim to such Lender
     not later than 2:00 P.M.  (local time for such Lender) on the date when due
     and in  immediately  available  funds at its Payment Office or at any other
     location  of the Lender as such  Lender may  specify in writing to Borrower
     not later than 12:00 Noon (local time for the Lender) on the  Business  Day
     such payment is due.

          (b) (i) All such payments  shall be made free and clear of and without
     deduction or withholding  for any Taxes in respect of this  Agreement,  the
     Revolving  Notes or other Credit  Documents,  or any payments of principal,
     interest,  fees or other  amounts  payable  hereunder  or  thereunder  (but
     excluding  any Taxes  imposed  on the  overall  net  income of the  Lenders
     pursuant to the laws of the  jurisdiction in which the principal  executive
     office or  appropriate  Lending  Office of such Lender is located).  If any
     Taxes are so levied or imposed,  Borrower agrees (A) to pay the full amount
     of such Taxes,  and such  additional  amounts as may be  necessary  so that
     every net  payment of all  amounts due  hereunder  and under the  Revolving
     Notes and other Credit Documents,  after withholding or deduction for or on
     account of any such Taxes  (including  additional  sums payable  under this
     Section  3.08),


                                       26
<PAGE>

     will not be less  than the full  amount  provided  for  herein  had no such
     deduction or  withholding  been required,  (B) to make such  withholding or
     deduction and (C) to pay the full amount deducted to the relevant authority
     in  accordance  with   applicable   law.   Borrower  will  furnish  to  the
     Administrative  Agent and each  Lender,  within 30 days  after the date the
     payment of any Taxes is due pursuant to applicable law, certified copies of
     tax receipts  evidencing such payment by Borrower.  Borrower will indemnify
     and hold  harmless the  Administrative  Agent and each Lender and reimburse
     the  Administrative  Agent and each  Lender  upon  written  request for the
     amount of any Taxes so levied  or  imposed  and paid by the  Administrative
     Agent or  Lender  and any  liability  (including  penalties,  interest  and
     expenses)  arising  therefrom or with respect thereto,  whether or not such
     Taxes were correctly or illegally asserted.  A certificate as to the amount
     of such payment by such Lender or the Administrative Agent, absent manifest
     error, shall be final, conclusive and binding for all purposes.

          (ii) Each Lender that is organized under the laws of any  jurisdiction
     other than the United  States of America  agrees to furnish to Borrower and
     the Administrative  Agent, prior to the time it becomes a Lender hereunder,
     two  copies of  either  U.S.  Internal  Revenue  Service  Form 4224 or U.S.
     Internal  Revenue Service Form 1001 or any successor forms thereto (wherein
     such Lender claims  entitlement to complete  exemption from or reduced rate
     of U.S. Federal withholding tax on interest paid by Borrower hereunder) and
     to provide to Borrower and the Administrative Agent a new Form 4224 or Form
     1001 or any successor  forms thereto if any  previously  delivered  form is
     found to be  incomplete  or incorrect  in any material  respect or upon the
     obsolescence Of any previously delivered form; provided,  however,  that no
     Lender shall be required to furnish a form under this  paragraph (ii) if it
     is not entitled to claim an exemption from or a reduced rate of withholding
     under  applicable  law. A Lender that is not entitled to claim an exemption
     from or a reduced rate of withholding  under applicable law,  promptly upon
     written  request of  Borrower,  shall so inform  Borrower in  writing.

          (c) Subject to Section  3.05(a)(ii),  whenever  any payment to be made
     hereunder  or under any  Revolving  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.

          (d) On other than  Competitive  Bid Loans,  which shall be  negotiated
     from time to time, all  computations  of interest and fees 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), except that interest on Base Rate Advances shall be computed
     on the basis of a year of 360 days for the actual number of days.  Interest
     on Base Rate Advances  shall be calculated  based on the Base Rate from and
     including the date of such  Revolving Loan to but excluding the date of the
     repayment or conversion  thereof.  Interest on Eurodollar Advances shall be
     calculated  as to each  Interest  Period from and  including  the first day
     thereof to but excluding the last day thereof.  Each  determination  by the
     Administrative  Agent or the Lender making any  Competitive  Bid


                                       27
<PAGE>

     Loan of an interest rate or 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 Borrower to the Administrative Agent in accordance with
     the terms of this Agreement  shall, as to Borrower,  constitute  payment to
     the  Lenders  under  this   Agreement.

     Section 3.09  Interest Rate Not  Ascertainable,  etc. In the event that the
Administrative  Agent,  in the  case  of the  Adjusted  LIBO  Rate,  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 the Adjusted LIBO Rate for any Interest Period, by reason of any
changes arising after the date of this Agreement  affecting the London interbank
market or the Administrative Agent's position in such market,  adequate and fair
means do not exist for  ascertaining  the applicable  interest rate on the basis
provided  for in the  definition  of  Adjusted  LIBO Rate then,  and in any such
event,  the  Administrative  Agent shall  forthwith  give  notice (by  telephone
confirmed in writing) to Borrower and to the Lenders of such determination and a
summary  of the basis for such  determination.  Until the  Administrative  Agent
notifies Borrower that the circumstances giving rise to the suspension described
herein  no  longer  exist,  the  obligations  of the  Lenders  to make or permit
portions of the Revolving Loans to remain  outstanding  past the last day of the
then current  Interest  Periods as Eurodollar  Advances shall be suspended,  and
such affected Advances shall bear the same interest as Base Rate Advances.

     Section 3.10 Illegally.

          (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 41  parties) at any time that the
     making or  continuance  of any  Eurodollar  Advance 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, the Lender shall give prompt notice (by
     telephone confirmed in writing) to Borrower 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  Borrower  referred  to in
     subsection  (a)  above,  Borrower's  right to  request  and  such  Lender's
     obligation to make Eurodollar Advances shall be immediately suspended,  and
     such Lender  shall make an Advance as part of the  requested  Borrowing  of
     Eurodollar  Advances as a Base Rate  Advance,  provided,  Borrower does not
     negotiate a Competitive  Bid Loan,  which Base Rate Advance shall,  for all
     other  purposes,  be  considered  part of such  Borrowing,  and (ii) if the
     affected  Eurodollar  Advance or Advances  are then  outstanding,  Borrower
     shall  immediately,  or if permitted by  applicable  law, no later than the
     date permitted thereby,  upon at least one Business Day's written notice to
     the Administrative Agent and the affected Lender,


                                       28
<PAGE>

     convert each such  Advance into an Advance or Advances of a different  Type
     with an Interest  Period  ending on the date on which the  Interest  Period
     applicable to the affected  Eurodollar  Advances expires,  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 3. 1 0(b).

     Section 3.11 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)q  duty  or  other  charge  with  respect  to its
          Eurodollar Advances or its obligation to make Eurodollar Advances,  or
          the basis of taxation of payments to any Lender of the principal of or
          interest  on  its  Eurodollar  Advances  or  its  obligation  to  make
          Eurodollar  Advances 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 Eurodollar Advances or its obligation to make Eurodollar
          Advances  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  Eurodollar  Advances
(except to the extent already  included in the  determination  of the applicable
Adjusted LIBO Rate for  Eurodollar  Advances),  or there shall be a reduction in
the amount  received  or  receivable  by such Lender or its  applicable  Lending
Office;  then Borrower shall from time to time (subject,  in the case of certain
Taxes,  to the applicable  provisions of Section  3.08(b)),  upon written notice
from and  demand by such  Lender on  Borrower  (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  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  Borrower  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.


                                       29
<PAGE>

          (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 3.1 l(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 the United  States of  America  secondary
     certificate  of deposit  market or such Lender's  position in such markets,
     the Adjusted LIBO Rate, as determined by the Administrative Agent, will not
     adequately  and  fairly  reflect  the cost to such  Lender of  funding  its
     Eurodollar Advances, then, and in any such event:

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

               (ii) Borrower's right to request and such Lender's  obligation to
          make or permit portions of the Revolving  Loans to remain  outstanding
          past the last day of the then current  Interest  Periods as Eurodollar
          Advances shall be immediately suspended; and

               (iii)  such  Lender  shall make a  Revolving  Loan as part of the
          requested Borrowing of Eurodollar  Advances,  as the case may be, as a
          Base Rate Advance,  which such Base Rate Advance shall,  for all other
          purposes, be considered part of such Borrowing.

     Section 3.12 Lending Offices.

          (a) Each Lender  agrees that,  if  requested by Borrower,  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
     Eurodollar  Advances affected by the matters or circumstances  described in
     Sections 3.08(b), 3.09, 3.10 or 3.11 to reduce the liability of Borrower 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 3.12 shall affect or postpone any
     of the  obligations  of  Borrower  or any  right  of  any  Lender  provided
     hereunder.

          (b) If any Lender that is organized under the laws of any jurisdiction
     other than the United States of America issues a public  announcement  with
     respect to the  closing  of its  lending  offices  in the United  States of
     America or any State thereof (including the District of Columbia) such that
     any  withholdings  or deductions  and  additional  payments with respect to
     Taxes may be required to be made by Borrower thereafter pursuant to Section
     3.08(b),  such  Lender  shall use  reasonable  efforts to furnish  Borrower
     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  Borrower from its obligations to such Lender pursuant to Section
     3.08(b) or otherwise result in any liability of such Lender.


                                       30
<PAGE>

     Section 3.13 Funding Losses.  Borrower shall  compensate each Lender,  upon
its written  request to Borrower  (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 Eurodollar Advances, 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 the Lender may
sustain: (i) if for any reason (other than a default by such Lender) a borrowing
of, or conversion to or continuation of Eurodollar Advances to Borrower does not
occur on the date  specified  therefor  in a Notice  of  Borrowing  or Notice of
Continuation/Conversion  (whether  or not  withdrawn),  (ii)  if  any  repayment
(including  mandatory  prepayments  and  any  conversions  pursuant  to  Section
3.10(b)) of any  Eurodollar  Advances to Borrower  occurs on a date which is not
the last day of an Interest Period  applicable  thereto,  or (iii),  if, for any
reason,  Borrower  defaults in its obligation to repay its  Eurodollar  Advances
when required by the terms of this Agreement.

     Section  3.14  Assumptions   Concerning  Funding  of  Eurodollar  Advances.
Calculation  of all amounts  payable to a Lender under this Article III shall be
made as though that Lender had actually funded its relevant  Eurodollar Advances
through the purchase of deposits in the relevant market bearing  interest at the
rate applicable to such Eurodollar  Advances in an amount equal to the amount of
the  Eurodollar  Advances  and  having a  maturity  comparable  to the  relevant
Interest  Period and through the transfer of such  Eurodollar  Advances  from an
offshore office of that Lender to a domestic office of that Lender in the United
States of  America;  provided,  however,  that each  Lender may fund each of its
Eurodollar Advances in any manner it sees fit and the foregoing assumption shall
be used only for calculation of amounts payable under this Article III.

     Section 3.15  Apportionment of Payments.  Aggregate  principal and interest
payments in respect of  Revolving  Loans and payments in respect of the Facility
Fee shall be apportioned  among all outstanding  Revolving Loan  Commitments and
Revolving Loans to which such payments relate,  proportionately  to the Lenders'
respective pro rata portions of such Revolving Loan  Commitments and outstanding
Revolving  Loans.  The  Administrative  Agent shall promptly  distribute to each
Lender at its  Payment  Office  set  forth  beside  its name on the  appropriate
signature  page hereof or such other address as any Lender may request its share
of all such payments received by the Administrative Agent.

     Section  3.16  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) of the Obligations (whether voluntary,  involuntary,  through the exercise
of any right of  set-off,  or  otherwise)  in excess of its pro rata  portion of
payments  or  reductions  on account  of such  obligations  obtained  by all the
Lenders,  such Lender shall  forthwith  (i) notify each of the other Lenders and
Administrative  Agent of such receipt,  and (ii) purchase from the other Lenders
such  participation's in the affected obligations as shall be necessary to cause
such  purchasing  Lender to share the excess


                                       31
<PAGE>

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 the Lender  obligated  to return  such funds is required to pay
interest  on such  funds.  Borrower  agrees  that any  Lender  so  purchasing  a
participation  from  another  Lender  pursuant to this  Section 3.16 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 Borrower in the amount of such participation.

     Section 3.17 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  after the Closing  Date, 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 such  Lender's  capital  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  by an amount  reasonably  deemed by such
Lender to be material,  then within ten (10) Business Days after written  notice
and demand by such Lender (with  copies  thereof to the  Administrative  Agent),
Borrower  shall  from  time  to  time  pay to  such  Lender  additional  amounts
sufficient to  compensate  such Lender for such  reduction  (but, in the case of
outstanding  Base Rate  Advances,  without  duplication  of any amounts  already
recovered  by such  Lender by reason of an  adjustment  in the  applicable  Base
Rate).  Each certificate as to the amount payable under this Section 3.17 (which
certificate  shall set forth the basis for requesting such amounts in reasonable
detail),  submitted  to  Borrower  by any Lender in good  faith,  shall,  absent
manifest error, be final, conclusive and binding for all purposes.

     Section 3.18 Benefits to Guarantors. In consideration for the execution and
delivery by the Guarantors of the Guaranty  Agreement,  Borrower  agrees to make
the benefit Of extensions of credit hereunder available to the Guarantors.

     Section 3.19 Limitation on Certain Payment Obligations.

          (a) Each Lender or  Administrative  Agent shall make written demand on
     Borrower for  indemnification  or compensation  pursuant to Section 3.08 no
     later than 90 days after the  earlier of (i) the date on which such  Lender
     or the Administrative  Agent makes payment of such Taxes, and (ii) the date
     on which the  relevant  taxing  authority or other  governmental  authority
     makes  written  demand  upon such  Lender or the  Administrative  Agent for
     payment of such Taxes.


                                       32
<PAGE>

          (b) Each Lender or the Administrative  Agent shall make written demand
     on Borrower for  indemnification or compensation  pursuant to Sections 3.13
     and 3.14 no later than 90 days after the event giving rise to the claim for
     indemnification   or   compensation   occurs.

          (c) Each Lender or the Administrative  Agent shall make written demand
     on Borrower for  indemnification or compensation  pursuant to Sections 3.11
     and 3.17 no later  than 90 days  after  such  Lender or the  Administrative
     Agent  receives   actual  notice  or  obtains   actual   knowledge  of  the
     promulgation  of a law,  rule,  order or  interpretation  or  occurrence of
     another event giving rise to a claim pursuant to such sections.

          (d) In the event that the Lenders or the Administrative  Agent fail to
     give Borrower notice within the time  limitations  prescribed in (a) or (b)
     above,  Borrower  shall  not have any  obligation  to pay  such  claim  for
     compensation  or  indemnification.  In the  event  that  the  Under  or the
     Administrative   Agent  fail  to  give  Borrower  notice  within  the  time
     limitation  prescribed in (c) above, Borrower shall not have any obligation
     to pay any amount with respect to claims  accruing  prior to the  ninetieth
     day preceding such written demand.

                                  Article IV.

                            CONDITIONS TO BORROWINGS

     The  obligations  of each Lender to make Advances to Borrower  hereunder is
subject to the satisfaction of the following conditions:

     Section 4.01 Conditions  Precedent to Initial  Revolving Loans. At the time
of the making of the initial  Revolving Loans hereunder on the Closing Date, all
obligations of Borrower  hereunder incurred prior to the initial Revolving Loans
(including,   without  limitation,   Borrower's  obligations  to  reimburse  the
reasonable fees and expenses of counsel to the Administrative Agent and any fees
and expenses payable to the  Administrative  Agent and the Lenders as previously
agreed  with  Borrower),  shall have been paid in full,  and the  Administrative
Agent  shall have  received  the  following,  in form and  substance  reasonably
satisfactory in all respects to the Administrative Agent:

          (a) the duly executed counterparts of this Agreement;

          (b) the duly completed  Revolving Notes  evidencing the Revolving Loan
     Commitments;

          (c) the duly executed Guaranty Agreement;

          (d)  certificate  of Borrower in  substantially  the form of Exhibit C
     attached hereto and appropriately completed;


                                       33
<PAGE>

          (e) the duly executed Commitment Letter;

          (f) the duly executed Fee Letter;

          (g)  certificates  of the Secretary or Assistant  Secretary of each of
     the Credit Parties  attaching and certifying  copies of the  resolutions of
     the boards of directors of the Credit  Parties,  authorizing  as applicable
     the execution, delivery and performance of the Credit Documents;

          (h) certificates of the Secretary or an Assistant Secretary of each of
     the Credit  Parties  certifying  (i) the name,  title and true signature of
     each officer of such  entities  executing  the Credit  Documents,  (ii) the
     bylaws or comparable  governing  documents of such entities;  and (iii) the
     certificate or articles of incorporation of each Credit Party;

          (i)  certificates  of good standing or existence,  as may be available
     from the  Secretary  of  State  of the  jurisdiction  of  incorporation  or
     organization of such Credit Party;

          (j) copies of all documents and  instruments,  including all consents,
     authorizations and filings,  required or advisable under any Requirement of
     Law or by any material  Contractual  Obligation of the Credit  Parties,  in
     connection  with  the  execution,  delivery,   performance,   validity  and
     enforceability  of the  Credit  Documents  and the  other  documents  to be
     executed  and  delivered  hereunder,  and  such  consents,  authorizations,
     filings  and orders  shall be in full  force and effect and all  applicable
     waiting periods shall have expired;

          (k) certified copies of the Intercompany Loan Documents, to the extent
     that they exist and have not previously been certified to the Lenders;  (l)
     duly executed solvency certificates of Borrower and each of the Guarantors,
     in  form  and  substance  satisfactory  to  the  Agents  and  Lenders;  (m)
     acknowledgment  from  CSC  Network  Corporation  System,  Inc.  as  to  its
     appointment as agent for service of process for the various Credit Parties;

          (n) certified copies of indentures, credit agreements, leases, capital
     leases,   instruments,   and  other   documents   evidencing   or  securing
     Indebtedness of any Consolidated  Company described on Schedule 7.01(b), in
     any single case in an amount not less than  $500,000  and to the extent not
     previously certified to the Lenders;

          (o) certificates,  reports and other information as the Administrative
     Agent may  reasonably  request  from any  Consolidated  Company in order to
     satisfy  the  Lenders as to the  absence  of any  material  liabilities  or
     obligations  arising from matters relating to employees of the Consolidated
     Companies, including employee relations,  collective bargaining agreements,
     Plans, and other compensation and employee benefit plans;


                                       34
<PAGE>

          (p) certificates,  reports,  environmental  audits and investigations,
     and other information as the  Administrative  Agent may reasonably  request
     from any  Consolidated  Company in order to satisfy  the  Lenders as to the
     absence  of  any  material   liabilities   or   obligations   arising  from
     environmental  and  employee  health  and  safety  exposures  to which  the
     Consolidated  Companies may be subject,  and the plans of the  Consolidated
     Companies with respect thereto;

          (q) certificates,  reports and other information as the Administrative
     Agent may  reasonably  request  from any  Consolidated  Company in order to
     satisfy  the  Lenders as to the  absence  of any  material  liabilities  or
     obligations arising from litigation (including without limitation, products
     liability and patent infringement claims) pending or threatened against the
     Consolidated Companies;

          (r) a  certificate  of  insurance  summarizing,  in  form  and  detail
     reasonably acceptable to the Administrative Agent, of the types and amounts
     of  insurance  (property  and  liability)  maintained  by the  Consolidated
     Companies;

          (s) the favorable  opinion of counsel to the Credit Parties  addressed
     to the Administrative Agent and each of the Lenders; and

          (t) financial statements of Borrower and its Subsidiaries,  audited on
     a  consolidated  basis  for the  fiscal  year  ended on the last  Friday in
     January,  1998 and unaudited on a consolidated basis for the fiscal quarter
     ended on the last Friday in October, 1998.


In addition to the foregoing, the following conditions shall have been satisfied
or shall exist, all to the satisfaction of the  Administrative  Agent, as of the
time the initial Revolving Loans are made hereunder:

          (u) the Revolving  Loans to be made on the Closing Date and the use of
     proceeds thereof shall 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;

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

          (w) the status of all pending  and  threatened  litigation  (including
     products  liability  and patent  claims) which might result in a Materially
     Adverse  Effect,  including a  description  of any  damages  sought and the
     claims constituting the basis therefor, shall have been reported in writing
     to the Administrative  Agent, the Administrative  Agent shall have reported
     such matters to the Lenders,  and the Lenders shall be satisfied  with such
     status.

     Section 4.02  Conditions to All Revolving  Loans. At the time of the making
of all Revolving  Loans (before as well as after giving effect to such Revolving
Loans and to the


                                       35
<PAGE>

proposed use of the proceeds thereof),  the following conditions shall have been
satisfied or shall exist:

          (a) there shall exist no Default or Event of Default;

          (b) all  representations  and warranties by Borrower  contained herein
     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 of such Revolving Loans;

          (c)  since the date of the most  recent  financial  statements  of the
     Consolidated  Companies described in Section 5.03, there shall have been no
     change which has had or could  reasonably  be expected to have a Materially
     Adverse Effect.

          (d) there  shall be no  action or  proceeding  instituted  or  pending
     before any court or other  governmental  authority  or, to the knowledge of
     Borrower,  threatened  (i) which  reasonably  could be  expected  to have a
     Materially  Adverse Effect,  or (ii) seeking to prohibit or restrict one or
     more Credit  Party's  ownership or operation of any portion of its business
     or  assets,  or to compel  one or more  Credit  Party to dispose of or hold
     separate all or any portion of its businesses or assets, where such portion
     or portions of such  business(es) or assets, as the case may be, constitute
     a material  portion of the total  businesses or assets of the  Consolidated
     Companies;

          (e) the  Revolving  Loans to be made and the use of  proceeds  thereof
     shall  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 applicable to Borrower; and

          (f) the Administrative  Agent shall have received such other documents
     or legal opinions as the Administrative  Agent or any Lender may reasonably
     request,  all  in  form  and  substance  reasonably   satisfactory  to  the
     Administrative Agent.

     Each request for a Borrowing and the acceptance by Borrower of the proceeds
thereof shall  constitute a representation  and warranty by Borrower,  as of the
date of the Revolving  loans  comprising  such  Borrowing,  that the  applicable
conditions specified in Sections 4.01 and 4.02 have been satisfied.

                                   Article V.

                         REPRESENTATIONS AND WARRANTIES

     Borrower represents, warrants and covenants to Lenders that:

     Section 5.01 Organization and Qualification. Borrower is a corporation duly
organized and existing in good standing  under the laws of the State of Florida.
Each  Subsidiary of Borrower is a corporation  duly organized and existing under
the laws of the  jurisdiction  of its



                                       36
<PAGE>

incorporation.  Borrower and each of its  Subsidiaries  are duly qualified to do
business as a foreign  corporation and are in good standing in each jurisdiction
in which the character of their properties or the nature of their business makes
such qualification  necessary,  except for such jurisdictions in which a failure
to qualify to do business would not have a Materially  Adverse Effect.  Borrower
and each of its  Subsidiaries  have the corporate power to own their  respective
properties and to each on their  respective  businesses as now being  conducted.
The  jurisdiction of  incorporation  or  organization,  and the ownership of all
issued and outstanding capital stock, for each Subsidiary as of the date of this
Agreement  is  accurately   described  on  Schedule  5.01.  Schedule  5.Q4  also
designates the Material Subsidiaries as of the Closing Date.

     Section 5.02  Corporate  Authority.  The execution and delivery by Borrower
and the  Guarantors of and the  performance  by Borrower and Guarantors of their
obligations  under  the  Credit  Documents  have  been  duly  authorized  by all
requisite corporate action and all requisite  shareholder action, if any, on the
part of  Borrower  and the  Guarantors  and do not and will not (i)  violate any
provision of any law, rule or regulation,  any judgment,  order or ruling of any
court or governmental agency, the organizational papers or bylaws of Borrower or
the  Guarantors,  or any  indenture,  agreement  or  other  instrument  to which
Borrower or the Guarantors are a party or by which Borrower or the Guarantors or
any of their  properties  is bound,  or (ii) be in  conflict  with,  result in a
breach of, or  constitute  with notice or lapse of time or both a default  under
any such indenture, agreement or other instrument.

     Section 5.03 Financial Statements.  Borrower has furnished Lenders with the
following financial statements: (i) consolidated balance sheets and consolidated
statements  of income,  stockholders'  equity and cash flow of Borrower  for the
fiscal  year  ended  on the last  Friday  in  January,  1998,  audited  by Price
Waterhouse  Coopers  LLP and (ii)  unaudited  consolidated  balance  sheets  and
consolidated  statements  of  income,  stockholders'  equity  and  cash  flow of
Borrower for the fiscal quarter ending on the last Friday in October, 1998. Such
financial  statements  (including any related  schedules and notes) are true and
correct in all material respects (subject, as to interim statements,  to changes
resulting  from  audits  and  year  end  adjustments),  have  been  prepared  in
accordance with GAAP  consistently  applied  throughout the period or periods in
question and show, in the case of audited statements, all liabilities, direct or
contingent, of Borrower and its Subsidiaries, required to be shown in accordance
with GAAP consistently  applied throughout the period or periods in question and
fairly present the consolidated  financial position and the consolidated results
of  operations  of  Borrower  and its  Subsidiaries  for the  periods  indicated
therein. There has been no material adverse change in the business, condition or
operations,  financial or otherwise,  of Borrower and its Subsidiaries since the
last Friday in October, 1998.

     Section 5.04 Tax Returns.  Each of Borrower and its  Subsidiaries has filed
all federal,  state and other income tax returns which, to the best knowledge of
the  executive  officers of Borrower  and its  Subsidiaries,  are required to be
filed,  and  each  has paid  all  taxes  as  shown  on said  returns  and on all
assessments  received  by it to the extent  that such  taxes have  become due or
except such as are being contested in good faith by appropriate  proceedings for
which adequate reserves have been established in accordance with GAAP.




                                       37
<PAGE>

     Section 5.05 Actions Pending.  There is no action,  suit,  investigation or
proceeding  pending or, to the  knowledge  of  Borrower,  threatened  against or
affecting  Borrower or any of its  Subsidiaries  or any of their  properties  or
rights,  by or before any court,  arbitrator or  administrative  or governmental
body, which might result in any Materially Adverse Effect.

     Section 5.06 Representations; No Defaults. At the time of each Extension of
Credit there shall exist no Default or Event of Default,  and each  Extension of
Credit  shall  be  deemed a  renewal  by  Borrower  of the  representations  and
warranties contained in this Agreement and an affirmative  statement by Borrower
that such  representations and warranties are true and correct on and as of such
time with the same effect as though such representations and warranties had been
made on and as of such time.

     Section 5.07 Title to Properties. Each of Borrower and its Subsidiaries has
(i) good and  marketable  fee simple  title to its  respective  real  properties
(other than real  properties  which it leases from others),  including such real
properties  reflected  in the  consolidated  balance  sheet of Borrower  and its
Subsidiaries  as of the last Friday of October,  1998,  here in above  described
(other than real  properties  disposed of in the ordinary  course of  business),
subject to no Lien of any kind except  Liens  permitted by Section 7.02 and (ii)
good title to all of its other  respective  properties  and assets  (other  than
properties  and  assets  which it  leases  from  others),  including  the  other
properties and assets  reflected in the  consolidated  balance sheet of Borrower
and its  Subsidiaries  at the  last  Friday  of  October,  1998,  here in  above
described  (other than  properties and assets disposed of in the ordinary course
of business),  subject to no Lien of any kind except Liens  permitted by Section
1.02.  Each of Borrower and its  Subsidiaries  enjoys  peaceful and  undisturbed
possession  under all leases necessary in any material respect for the operation
of its respective  properties and assets,  none of which contains any unusual or
burdensome  provisions which might materially  affect or impair the operation of
such properties and assets,  and all such leases are valid and subsisting and in
full force and effect.

     Section 5.08  Enforceability  of  Agreement.  This  Agreement is the legal,
valid  and  binding  agreement  of  Borrower  enforceable  against  Borrower  in
accordance  with its  terms,  and the  Revolving  Notes,  and all  other  Credit
Documents,  when executed and delivered, will be similarly legal, valid, binding
and enforceable,  except as the  enforceability of the Revolving Notes and other
Credit  Documents  may be limited  by  bankruptcy,  insolvency,  reorganization,
moratorium  and other laws affecting  creditor's  rights and remedies in general
and by general  principles of equity,  whether considered in a proceeding at law
or in equity.

     Section  5.09  Consent.  No consent,  permission,  authorization,  order or
license of any governmental  authority or Person is necessary in connection with
the execution,  delivery, performance or enforcement of the Credit Documents, or
in order to constitute the  indebtedness to be incurred  hereunder and under the
Revolving  Notes and the other Credit  Documents as "Senior Debt" or any similar
term defined within the documents evidencing any Subordinated Debt.




                                       38
<PAGE>

     Section 5.10 Use of Proceeds, Federal Reserve Regulations.  The proceeds of
the  Revolving  Notes will be used solely for the purposes  specified in Section
2.01 (c) and none of such proceeds will be used, directly or indirectly, for the
purpose of purchasing or carrying any "margin security" or "margin stock" or for
the purpose of  reducing  or  retiring  any  indebtedness  that  originally  was
incurred to purchase or carry a "margin  security" or "margin  stock" or for any
other purpose that might  constitute this  transaction a "purpose credit" within
the meaning of the  regulations of the Board of Governors of the Federal Reserve
System.

     Section 5.11 ERISA.

          (a)  Identification of Certain Plans.  Schedule 5.11 hereto sets forth
     all Plans of Borrower and its Subsidiaries;

          (b)  Compliance.  Each Plan is being  maintained,  by its terms and in
     operation,   in  accordance   with  all   applicable   laws,   except  such
     noncompliance's  (when  taken as a whole)  that will not have a  Materially
     Adverse Effect;

          (c) Liabilities.  Neither the Borrower nor any Subsidiary is currently
     or will become subject to any liability (including  withdrawal  liability),
     tax or penalty whatsoever to any person whomsoever with respect to any Plan
     including,  but not limited to, any tax, penalty or liability arising under
     Title I or Title IV of ERISA or  Chapter  43 of the Tax Code,  except  such
     liabilities  (when taken as a whole) as will not have a Materially  Adverse
     Effect; and

          (d) Funding.  The Borrower and each ERISA  Affiliate has made full and
     timely  payment of all amounts (i)  required  to be  contributed  under the
     terms of each  Plan and  applicable  law and  (ii)  required  to be paid as
     expenses  of each  Plan,  except  where such  non-payment  would not have a
     Materially  Adverse  Effect.  No Plan has an  "amount of  unfunded  benefit
     liabilities'  (as  defined  in  Section  4001(a)(18)  of  ERISA)  except as
     disclosed on Schedule  5.11. No Plan is subject to a waiver or extension of
     the  minimum  funding  requirements  under  ERISA or the Tax  Code,  and no
     request for such waiver or extension is pending.

     Section 5.12 Subsidiaries. All the outstanding shares of stock of each such
Subsidiary have been validly issued and are fully paid and nonassessable and all
such  outstanding  shares,  except as noted on such Schedule  5.01, are owned by
Borrower or a Wholly Owned Subsidiary of Borrower free of any Lien or claim.

     Each Subsidiary (i) is a corporation  duly organized,  validly existing and
in good standing under the laws of the State of its incorporation with the power
and  authority  (corpora*  and  other)  to  carry on its  business  as it is now
conducted  and (ii) is qualified to transact  business as a foreign  corporation
and is in good  standing in each  jurisdiction  in which such  qualification  is
required under applicable law.


                                       39
<PAGE>

     Section 5.13 Outstanding Indebtedness.  As of the date of closing and after
giving  effect  to the  transactions  contemplated  by this  Agreement,  neither
Borrower nor any of its Subsidiaries has outstanding any Indebtedness  except as
permitted by Section 7.01 and there exists no default  under the  provisions  of
any  instrument  evidencing  such  Indebtedness  or of  any  agreement  relating
thereto.

     Section  5.14  Conflicting  Agreements.  Neither  Borrower  nor  any of its
Subsidiaries  is a party  to any  contract  or  agreement  or  other  burdensome
restrictions  or subject to any  charter or other  corporate  restriction  which
materially and adversely affects its business,  property or assets, or financial
condition.  Assuming the consummation of the  transactions  contemplated by this
Agreement,  neither the  execution  or delivery of this  Agreement or the Credit
Document,  nor fulfillment of or compliance with the terms and provisions hereof
and thereof, will conflict with, or result in a breach of the terms,  conditions
or provisions of, or constitute a default under,  or result in any violation of,
or result in the  creation of any Lien upon any of the  properties  or assets of
Borrower  or any of its  Subsidiaries  pursuant  to,  the  charter or By-Laws of
Borrower  or  any of its  Subsidiaries,  any  award  of  any  arbitrator  or any
agreement  (including  any  agreement  with  stockholders),  instrument,  order,
judgment,  decree,  statute, law, rule or regulation to which Borrower or any of
its Subsidiaries is subject, and neither Borrower nor any of its Subsidiaries is
a party to, or otherwise  subject to any provision  contained in, any instrument
evidencing  Indebtedness of Borrower or any of its  Subsidiaries,  any agreement
relating  thereto or any other  contract or  agreement  (including  its charter)
which limits the amount of, or otherwise  imposes  restrictions on the incurring
of,  Indebtedness of the type to be evidenced by the Revolving Notes or contains
dividend or redemption limitations on Common Stock of Borrower,  except for this
Agreement,  Borrower's  Certificate of Incorporation and those matters listed on
Schedule 5.14 attached hereto.

     Section 5.15 Pollution and Other Regulations.

          (a) Each of the  Borrower  and its  Subsidiaries  has  complied in all
     material respects with all applicable Environmental Laws, including without
     limitation,  compliance with permits,  licenses,  standards,  schedules and
     timetables,  and is not in  violation  of,  and  does  not  presently  have
     outstanding any liability under, has not been notified that it is or may be
     liable  under and does not have  knowledge  of any  liability  or potential
     liability  (including  any  liability  relating  to  matters  set  forth on
     Schedule  5.15(a))  except  as set  forth on  Schedule  5.15(a),  under any
     applicable  Environmental Law, including without  limitation,  the Resource
     Conservation   and  Recovery  Act  of  1976,  as  amended   ("RCRA"),   the
     Comprehensive  Environmental  Response,  Compensation  and Liability Act of
     1980, as amended by the Superfund  Amendments  and  Reauthorization  Act of
     1986  ("CERCLA"),  the  Federal  Water  Pollution  Control  Act, as amended
     ("FWPCA"),  the Federal Clean Air Act, as amended  ("FCAA"),  and the Toxic
     Substance  Control Act ("TSCA"),  which  violation,  liability or potential
     liability could reasonably be expected to have a Materially Adverse Effect.

                                       40
<PAGE>

          (b) Neither the  Borrower nor any of its  Subsidiaries  has received a
     written request for information under CERCLA, any other  Environmental Laws
     or any comparable  state law, or any public health or safety or welfare law
     or written  notice that any such entity has been  identified as a potential
     responsible  party  under  CERCLA,  and other  Environmental  Laws,  or any
     comparable  state law, or any public  health or safety or welfare  law, nor
     has any such entity  received any Written  notification  that any Hazardous
     Substance  that it or any of its  respective  predecessors  in interest has
     generated, stored, treated, handled,  transported, or disposed of, has been
     released  or is  threatened  to be released at any site at which any Person
     intends to  conduct or is  conducting  a  remedial  investigation  or other
     action  pursuant  to  any  applicable   Environmental  Law,  or  any  other
     Environmental Laws.

          (c)  Each  of the  Borrower  and its  Subsidiaries  has  obtained  all
     permits, licenses or other authorizations required for the conduct of their
     respective operations under all applicable Environmental Laws and each such
     authorization is in full force and effect.

          (d) Each of Borrower  and its  Subsidiaries  complies in all  material
     respects  with all  laws  and  regulations  relating  to  equal  employment
     opportunity  and  employee  safety  in all  jurisdictions  in  which  it is
     presently doing business, and Borrower will use its best efforts to comply,
     and to cause each of its  Subsidiaries  to  comply,  with all such laws and
     regulations  which may be legally imposed in the future in jurisdictions in
     which  Borrower  or any of its  Subsidiaries  may then be  doing  business.

     Section 5.16 Possession of Franchises,  Licenses, Etc. Each of Borrower and
its Subsidiaries possesses all franchises,  certificates,  licenses, permits and
other  authorizations  from  governmental  political  subdivisions or regulatory
authorities,  free  from  burdensome  restrictions,  that are  necessary  in any
material respect for the ownership,  maintenance and operation of its properties
and assets,  and neither Borrower nor any of its Subsidiaries is in violation of
any thereof in any material respect.

     Section 5.17 Patents,  Etc. Each of Borrower and its  Subsidiaries  owns or
has the  right to use all  patents,  trademarks,  service  marks,  trade  names,
copyrights, licenses and other rights, free from burdensome restrictions,  which
are necessary for the operation of its business as presently conducted.  Nothing
has come to the attention of Borrower,  any of its  Subsidiaries or any of their
respective  directors and officers to the effect that (i) any product,  process,
method,  substances part or other material presently  contemplated to be sold by
or  employed  by  Borrower or any of its  Subsidiaries  in  connection  with its
business  may  infringe  any  patent,  trademark,   service  mark,  trade  name,
copyright,  license  or other  right  owned by any other  Person,  (ii) there is
pending or threatened any claim or litigation  against or affecting  Borrower or
any of its  Subsidiaries  contesting  its right to sell or use any such product,
process, method,  substance,  part or other material or (iii) there is, or there
is pending or proposed, any patent, invention,  device, application or principle
or any statute,  law,  rule,  regulation,  standard or code which would prevent,
inhibit  or  render  obsolete  the  production  or sale of any  products  of, or
substantially   reduce  the  projected  revenues  of,  or  otherwise  materially
adversely  affect the business,  condition or operations of,  Borrower or any of
its Subsidiaries,


                                       41
<PAGE>

     Section 5.18 Governmental Consent. Neither the nature of Borrower or any of
its Subsidiaries nor any of their respective  businesses or properties,  nor any
relationship  between  Borrower and any other Person,  nor any  circumstance  in
connection  with the  execution  and  delivery of the Credit  Documents  and the
consummation of the transactions  contemplated  thereby is such as to require on
behalf of Borrower or any of its  Subsidiaries  any  consent,  approval or other
action  by or any  notice  to or  filing  with any  court or  administrative  or
governmental  body  in  connection  with  the  execution  and  delivery  of this
Agreement and the Credit Documents.

     Section 5.19  Disclosure.  Neither this Agreement nor the Credit  Documents
nor any other document, certificate or written statement furnished to Lenders by
or on behalf of Borrower in connection herewith contains any untrue statement of
a material fact or omits to state a material fact necessary in order to make the
statements contained herein or therein not misleading. There is no fact peculiar
to Borrower which materially  adversely  affects or in the future may (so far as
Borrower can now foresee) materially adversely affect the business,  property or
assets,  financial  condition or  prospects  of Borrower  which has not been set
forth in this  Agreement or in the Credit  Documents,  certificates  and written
statements  furnished  to Lenders by or on behalf of Borrower  prior to the date
hereof in connection with the transactions contemplated hereby.

     Section 5.20  Insurance  Coverage.  Each property of Borrower or any of its
Subsidiaries  is insured  within terms  acceptable to Lenders for the benefit of
Borrower or a Subsidiary  of Borrower in amounts  deemed  adequate by Borrower's
management  and no less than those  amounts  customary  in the industry in which
Borrower and its  Subsidiaries  operate against risks usually insured against by
Persons operating businesses similar to those of Borrower or its Subsidiaries in
the localities where such properties are located.

     Section 5.21 Labor Matters.  The Borrower and the  Borrower's  Subsidiaries
have experienced no strikes, labor disputes, slow downs or work stoppages due to
labor  disagreements  which have had, or would reasonably be expected to have, a
Materially  Adverse Effect,  and, to the best knowledge of Borrower's  executive
officers,  there are no such  strikes,  disputes,  slow downs or work  stoppages
threatened  against any Borrower or any of  Borrower's  Subsidiaries.  The hours
worked and payment made to employees of the Borrower and Borrower's Subsidiaries
have not been in violation in any material  respect of the Fair Labor Standards,
Act or any other applicable law dealing with such matters. All payments due from
the Borrower  and  Borrower's  Subsidiaries,  or for which any claim may be made
against the Consolidated  Companies, on account of wages and employee health and
welfare insurance and other benefits have been paid or accrued as liabilities on
the books of the Borrower and Borrower's  Subsidiaries  where the failure to pay
or accrue such  liabilities  would  reasonably  be expected to have a Materially
Adverse Effect.

     Section 5.22 Intercompany Loans, Dividends.  The Intercompany Loans and the
Intercompany  Loan  Documents,  to the extent  that they  exist,  have been duly
authorized and approved by all necessary corporate and shareholder action on the
part of the  parties  thereto,  and


                                       42
<PAGE>

constitute  the legal,  valid and binding  obligations  of the parties  thereto,
enforceable  against each of them in  accordance  with their  respective  terms,
except as may be limited by applicable bankruptcy,  insolvency,  reorganization,
moratorium,  or similar  laws  affecting  creditors'  rights  generally,  and by
general  principles  of equity.  There are no  restrictions  on the power of any
Consolidated  Company to repay any Intercompany  Loan or to pay dividends on the
capital  stock.  Intercompany  Loans as of the  Closing  Date are  described  in
Schedule 5.22.

     Section 5.23 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 would reasonably be expected to have a Materially Adverse Effect.

     Section 5.24 Investment  Company Act, Etc.  Neither the Borrower nor any of
its  Subsidiaries  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). Neither the Borrower nor any of its
Subsidiaries  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  borrowed,
guarantee such  indebtedness,  or pledge its assets to secure such indebtedness,
as contemplated hereby or by any other Credit Document.

     Section 5.25 Notice of Non-Compliance  with Laws.  Neither the Borrower not
any of its  Subsidiaries  has received notice of any violation of Law,  statute,
order, rule, regulation, or judgment entered by any court that may reasonably be
expected to have a Materially Adverse Effect.

     Section  5.26  Year  2000  Issues.  Borrower  and  the  other  Consolidated
Companies are performing a comprehensive  review of their computers and software
applications  to identify the systems that would be affected by Year 2000 Issues
as such issues pertain to the computer  programs and systems of the Consolidated
Companies,  (ii)  based on their  review,  and all other  information  currently
available to them, do not reasonably  anticipate that Year 2000 Issues will have
a Materially  Adverse Effect,  and (iii) are in compliance with all laws,  rules
and regulations Of the Securities and Exchange Commission.

                                  Article VI.

                              AFFIRMATIVE COVENANTS

     Borrower  covenants  and agrees  that so long as it may  borrow  under this
Agreement or so long as any indebtedness remains outstanding under the Revolving
Notes that it will:

     Section 6.01 Corporate  Existence,  Etc.  Preserve and maintain,  and cause
each of its  Material  Subsidiaries  to preserve  and  maintain,  its  corporate
existence,  its material  rights,  franchises,  and  licenses,  and its material
patents and copyrights (for the scheduled duration



                                       43
<PAGE>

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 in all  jurisdictions  where it conducts  business or other
activities making such qualification necessary, where the failure to do so would
reasonably be expected to have a Materially Adverse Effect.

     Section  6.02  Compliance  with Laws,  Etc.  Comply,  and cause each of its
Subsidiaries  to  comply  with  all  Requirements  of  Law  (including,  without
limitation,  the  Environmental  Laws,  subject  to the  exception  set forth in
Section  6.07(f)  where the  penalties,  claims,  fines,  and other  liabilities
resulting from noncompliance with such Environmental Laws do not involve amounts
in  excess  of $1  0,000,000  in  the  aggregate)  and  Contractual  Obligations
applicable  to or binding on any of them where the  failure to comply  with such
Requirements of Law and Contractual  Obligations would reasonably be expected to
have a Materially Adverse Effect.

     Section 6.03 Payment of Taxes and Claims,  Etc.  Pay, and cause each of its
Subsidiaries to 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.

     Section 6.04 Keeping of Books.  Keep, and cause each of its Subsidiaries to
keep,  proper  books of record and  account,  containing  complete  and accurate
entries of all their respective financial and business transactions.

     Section 6.05 Visitation,  Inspection,  Etc.  Permit,  and cause each of its
Subsidiaries to pen-nit,  any representative of the Administrative  Agent or any
Lender  to visit and  inspect  any of its  property,  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 such Lender may reasonably request
after reasonable prior notice to Borrower;  provided,  however, that at any time
following the occurrence and during the  continuance of a Default or an Event of
Default, no prior notice to Borrower shall be required.


                                       44
<PAGE>


     Section 6.06 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 kinds customarily insured against by reputable companies in the same
     or  similar  businesses,  such  insurance  to be of such  types and in such
     amounts,  including such  self-insurance and deductible  provisions,  as is
     customary  for  such  companies  under  similar  circumstances;   provided,
     however, that in any event Borrower shall use its best efforts to maintain,
     or cause to be  maintained,  insurance in amounts and with  coverage's  not
     materially less favorable to any  Consolidated  Company as in effect on the
     date  of this  Agreement,  except  where  the  costs  of  maintaining  such
     insurance  would,  in the judgment of both Borrower and the  Administrative
     Agent, be excessive.

          (b) Cause, and cause each of the Consolidated  Companies to 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 Borrower may be  necessary  so that the business  carried on in
     connection  therewith may be properly and  advantageously  conducted at all
     times;  provided,  however,  that  nothing in this  Section  shall  prevent
     Borrower  from  discontinuing  the  operation  or  maintenance  of any such
     properties  if  such  discontinuance  is,  in  the  judgment  of  Borrower,
     desirable   in  the  conduct  of  its  business  or  the  business  of  any
     Consolidated Company.

     Section 6.07 Reporting Covenants. Furnish to each Lender:

          (a) Annual Financial Statements. As soon as available and in any event
     within  95 days  after the end of each  fiscal  year of  Borrower,  balance
     sheets of the Consolidated  Companies as at the end of such year, presented
     on  a   consolidated   basis,   and  the  related   statements  of  income,
     shareholders' equity, and cash flows of the Consolidated Companies for such
     fiscal year,  presented on a consolidated basis, setting forth in each case
     in  comparative  form the  figures for the  previous  fiscal  year,  all in
     reasonable detail and accompanied by a report thereon of independent public
     accountants of recognized  national standing  reasonably  acceptable to the
     Administrative  Agent,  which such report shall be  unqualified as to going
     concern and scope of 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 on a  consolidated  basis,  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 consolidated  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 60 days  after the end of each  fiscal  quarter  of  Borrower
     (other than the fourth fiscal


                                       45
<PAGE>

     quarter),  balance  sheets of the  Consolidated  Companies as at the end of
     such quarter presented on a consolidated  basis and the related  statements
     of  income,  shareholders'  equity,  and  cash  flows  of the  Consolidated
     Companies for such fiscal quarter and for the portion of Borrower's  fiscal
     year ended at the end of such 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 Borrower's previous
     fiscal year, all in reasonable  detail and certified by the chief financial
     officer or principal  accounting  officer of Borrower  that such  financial
     statements fairly present in all material respects the financial  condition
     of the  Consolidated  Companies  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  for  such  fiscal  quarter  and such
     portion of Borrower's  fiscal year, 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  subsections  (a)  and  (b)  above,  a
     certificate  of  the  president,   chief  financial  officer  or  principal
     accounting  officer of Borrower (the "Compliance  Certificate")  (i) to the
     effect  that,  based upon a review of the  activities  of the  Consolidated
     Companies and such financial  statements during the period covered thereby,
     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, and (ii) demonstrating in
     reasonable  detail  compliance  as at the end of such  fiscal  year or such
     fiscal quarter with Section 6.08 and Sections 7.01 through 7.04;

          (d)  Notice of  Default.  Promptly  after  any  Executive  Officer  of
     Borrower 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  Borrower  specifying  the nature  thereof  and the
     proposed response thereto;


                                       46
<PAGE>

          (e) Litigation.  Promptly after (i) the occurrence thereof,  notice of
     the  institution  of or any  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  material  property
     thereof  which  might have a  Materially  Adverse  Effect,  or (ii)  actual
     knowledge  thereof,  notice  of  the  threat  of  any  such  action,  suit,
     proceeding, investigation or arbitration;

          (f) 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 result in penalties, fines, claims or other liabilities
     to any Consolidated Company in amounts in excess of $5,000,000 individually
     or in the aggregate;

          (g) ERISA.

               (i)  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 (x) 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  (y)  any  other  event  which  could  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, where any such taxes, penalties or liabilities exceed or
          could exceed $1,000,000 in the aggregate;

               (ii) 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, 307, 4041 (b)(1)(A) or
          4041 (c)(1)(A) of ERISA or under Section  401(4)(29) or 412 of the Tax
          Code with respect to any Plan of any Consolidated Company or any ERISA
          Affiliate thereof,

               (iii)  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 Company or ERISA  Affiliate  thereof  which is subject to
          Title IV of ERISA,  to impose any  liability  on such Company or ERISA
          Affiliate "der Title IV of ERISA or Chapter 43 of the Tax Code;

               (iv) Upon the request of the Administrative  Agent, promptly upon
          the filing thereof with the Internal  Revenue  Service  ("IRS") or the
          Department of Labor


                                       47
<PAGE>

          ("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;

               (v) 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;

          (h) 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 those Liens expressly permitted by Section 7.02;

          (i) Public Filings,  Etc. Promtly upon the filing thereof or otherwise
     becoming available,  copies of all financial statements,  annual, quarterly
     and special  reports,  proxy  statements and notices sent or made available
     generally by Borrower to its public  security  holders,  of all regular and
     periodic  reports and all registration  statements and prospectuses  (other
     than  registration  statements  filed  on Form  S-3 of the  Securities  and
     Exchange   Commission   regarding  the  issuance  of  restricted  stock  in
     acquisitions),  if any, filed by any of them with any securities  exchange,
     and of all press releases and other statements made available  generally to
     the public  containing  material  developments in the business or financial
     condition of Borrower and the other Consolidated Companies;

          (j) Accountants Reports.  Promptly upon receipt thereof, copies of all
     financial  statements of, and all reports submitted by,  independent public
     accountants to Borrower in connection with each annual, interim, or special
     audit of Borrower's consolidated financial statements;

          (k)  Burdensome  Restrictions,  Etc.  Promptly  upon the  existence or
     occurrence  thereof,  notice  of the  existence  or  occurrence  of (i) any
     Contractual  Obligation  or  Requirement  of Law described in Section 5.23,
     (ii) failure of any  Consolidated  Company to hold in full force and effect
     those material trademarks, service marks, patents, trade names, copyrights,
     licenses  and  similar  rights  necessary  in  the  normal  conduct  of its
     business, and (iii) any strike, labor dispute slow down or work stoppage as
     described in Section 5.2 1;

          (l) New  Material  Subsidiaries.  Simultaneously  with the delivery of
     each Compliance  Certificate,  a written list of all Material  Subsidiaries
     formed, acquired, or created from a transfer of assets or through any other
     event,  during the period  commencing on the Closing Date and ending on the
     date on which the first Compliance Certificate is delivered, and thereafter
     since the date of the most recently delivered Compliance Certificate;  such
     written list shall  include the name of each new Material



                                       48
<PAGE>

     Subsidiary, its state of incorporation,  list of its officers and any other
     information that the Administrative Agent shall reasonably request.

          (m)  Intercompany  Asset  Transfers.   Promptly  upon  the  occurrence
     thereof,  notice  of  the  transfer  of any  assets  from  Borrower  or any
     Guarantor  to any other  Consolidated  Company  that is not  Borrower  or a
     Guarantor (in any transaction or series of related transactions), excluding
     sales or other  transfers  of assets in the  ordinary  course of  business,
     where the  Asset  Value of such  assets  is  greater  than  $5,000,000  per
     transfer;

          (n) Year 2000 Issues.  Promptly upon any Executive Officer of Borrower
     has notice or  knowledge  thereof,  notice that any  computer  programs and
     systems of the  Consolidated  Companies are subject to any Year 2000 Issues
     that could reasonable be expected to have a Materially Adverse Effect; and

          (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 6.08 Financial Covenants.

          (a) Fixed Charge Coverage  Ratio.  Maintain as of the last day of each
     fiscal quarter, a Fixed Charge Coverage Ratio of greater than 1.50:1.0.

          (b)  Leverage  Ratio.  Maintain  as of the  last  day of  each  fiscal
     quarter, a Leverage Ratio of less than or equal to 0.60: 1.0.

          (c) Minimum Net Worth.  Maintain a Consolidated  Net Worth of not less
     than  $425,000,000  plus (ii) 50% of Consolidated Net Income (but not Loss)
     for each fiscal quarter ended after January 30, 1998 and on or prior to the
     date of determination.

          (d)  Dividends.  Not declare or pay any dividend on its capital stock,
     or make any  payment to  purchase,  redeem,  retire or  acquire  any of its
     Subordinated Debt or capital stock Or any option,  warrant,  or other right
     to acquire such Subordinated Debt or capital stock, other than:

               (i) dividends payable solely in shares of capital stock; and

               (ii)  cash  dividends  declared  and  paid,  and all  other  such
          payments made,  after January 29, 1993, in an aggregate  amount at any
          time not to exceed (x) $1,000,000,  plus (y) 50% of  Consolidated  Net
          Income  (or  minus  100%  of  Consolidated  Net  Loss)  earned  during
          Borrower's  fiscal year ended January 29, 1993, and  thereafter  (such
          period to be treated as one  accounting  period);  provided,  further,
          however,  no such  dividend  or other  payment may be declared or paid
          pursuant  to clause  (ii) above  unless no Default or


                                       49
<PAGE>

          Event of Default exists at the time of such declaration or payment, or
          would exist as a result of such declaration or payment.

     Section 6.09 Notices Under Certain Other Indebtedness. Immediately Upon its
receipt thereof,  Borrower shall furnish the Administrative  Agent a copy of any
notice  received by it or any other  Consolidated  Company from the holder(s) of
Indebtedness referred to in Section 7.01 (or from any trustee,  agent, attorney,
or other party acting on behalf of such  holder(s)) in an amount  which,  in the
aggregate,  exceeds  $5,000,000,  where  such  notice  states or claims  (i) 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, or
(ii) the  existence or occurrence  of any event or condition  which  requires or
pen-nits  holder(s) of any  Indebtedness  to exercise rights under any Change in
Control  Provision.  Borrower agrees to take such actions as may be necessary to
require the  holder(s)  of any  Indebtedness  (or any trustee or agent acting on
their behalf  incurred  pursuant to  documents  executed or amended and restated
after the Closing  Date, to furnish  copies of all such notices  directly to the
Administrative Agent simultaneously with the furnishing thereof to Borrower, and
that such requirement may not be altered or rescinded  without the prior written
consent of the Administrative Agent.

     Section 6.10 Additional Guarantors.  Borrower shall cause each new Material
Subsidiary  reported to the  Administrative  Agent and the  Lenders  pursuant to
Section  6.07(l)  above to  execute  and  deliver to the  Administrative  Agent,
simultaneously  with the report  given  pursuant  to Section  6.07(l)  above,  a
supplement to the Guaranty  Agreement,  together  with related  documents of the
kind  described  in Section  4.01,  as  appropriate,  all in form and  substance
satisfactory to the Administrative Agent and the Required Lenders.

     Section 6.11  Financial  Statements;  Fiscal Year.  Borrower  shall make no
change in the dates of the fiscal year now employed for accounting and reporting
purposes  without  the prior  written  consent of the  Required  Lenders,  which
consent shall not be unreasonably withheld.

     Section  6.12  Ownership  of   Guarantors.   Borrower  shall  maintain  its
percentage of ownership  existing as of the date hereof of all  Guarantors,  and
shall not  decrease its  ownership  percentage  in each Person  which  becomes a
Guarantor  after  the date  hereof,  as such  ownership  exists at the time such
Person becomes a Guarantor.


                                       50
<PAGE>

                                  Article VII.

                               NEGATIVE COVENANTS

     So long as any Revolving Loan Commitment remains in effect hereunder or any
Revolving  Note shall remain  unpaid,  Borrower will not and will not permit any
Subsidiary to:

     Section 7.01  Indebtedness.  Create,  incur,  assume or suffer to exist any
Indebtedness, other than:

          (a) Indebtedness under this Agreement or the Line of Credit Agreement;

          (b)  Indebtedness  outstanding on the date hereof or pursuant to lines
     of credit in effect on the date hereof and described on Schedule 7.01(b).

          (c)  purchase  money  Indebtedness  to the  extent  secured  by a Lien
     permitted by Section 7.02(b) provided such purchase money Indebtedness does
     not exceed $20,000,000;

          (d) unsecured current liabilities (other than liabilities for borrower
     money or  liabilities  evidenced  by  promissory  notes,  bonds or  similar
     instruments) incurred in the ordinary course of business and either (i) not
     more  than 30 days  past  due,  or (ii)  being  disputed  in good  faith by
     appropriate   proceedings   with  reserves  for  such  disputed   liability
     maintained in conformity with GAAP;

          (e) any  Intercompany  Loans;  provided,  however,  that the aggregate
     principal  amount  of all  Intercompany  Loans  made  to  any  Consolidated
     Companies  that are not Guarantors  shall not exceed  $5,000,000 in the any
     one  time   outstanding   unless   otherwise   agreed  in  writing  by  the
     Administrative Agent and the Required Lenders;

          (f) other  Subordinated  Debt in form and substance  acceptable to the
     Administrative  Agent and the  Required  Lenders,  and  evidenced  by their
     written consent thereto;

          (g)  other  Indebtedness  not to  exceed  $75,000,000  at any one time
     outstanding.

     Section 7.02 Liens.  Create,  incur,  assume or suffer to exist any Lien on
any of its  property  now owned  hereafter  acquired to secure any  Indebtedness
other than:

          (a) Liens existing on the date hereof disclosed on Schedule 7.02;

          (b) any Lien on any property securing Indebtedness incurred or assumed
     for the purpose of  financing  all or any part of the  acquisition  cost of
     such property and any


                                       51
<PAGE>

     refinancing  thereof,  provided that such Lien does not extend to any other
     property,  and provided  further  that the  aggregate  principal  amount of
     Indebtedness  secured  by all  such  Liens  at any  time  does  not  exceed
     $20,000,000;

          (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;

          (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;

          (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); and

          (f) Liens (other than those permitted by paragraphs (a) through (e) of
     this Section  7.02)  encumbering  assets  having an Asset Value not greater
     than $20,000,000 in the aggregate any one time.

     Section 7.03 Mergers,  Acquisitions,  Sales, Etc. Merge or consolidate with
any other Person, other than Borrower or another Subsidiary,  or sell, lease, or
otherwise dispose of its accounts,  property or other assets (including  capital
stock of  Subsidiaries),  or  purchase,  lease or  otherwise  acquire all or any
substantial  portion of the property or assets (including  capital stock) of any
Person; provided,  however, that the foregoing restrictions on asset sales shall
not be applicable  to (i) sales of equipment or other  personal  property  being
replaced by other  equipment or other personal  property  purchased as a capital
expenditure item, (ii) sales of accounts receivable pursuant to a securitization
program,  provided  further that any program  costs  incurred by the Borrower in
pursuing  such  a  program  shall  be  considered  interest  under  this  Credit
Agreement,  (iii) other asset sales (including the stock of Subsidiaries) where,
on the date of  execution  of a  binding  obligation  to make  such  asset  sale
(provided  that if the asset  sale is not  consummated  within six (6) months of
such execution,  then on the date of consummation of such asset sale rather than
on the date of execution of such binding  obligation),  the Asset Value of asset
sales occurring  after the Closing Date,  taking into account the Asset Value of
the  proposed  asset  sale,  would not exceed ten  percent  (10%) of  Borrower's
Consolidated  Net Worth,  since the Closing Date, and (iv) sales of inventory in
the  ordinary  course  of  business;   provided,  further,  that  the  foregoing
restrictions  on  mergers  shall not apply to  mergers  involving  Borrower  and
another entity, provided Borrower is the surviving entity, and mergers between a
Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided
that,  in  either  case,  upon  consummation  of such  mergers,  Borrower  is in
compliance  with the  other  provisions  hereof-,  provided,  further,  that the
foregoing  restrictions on asset


                                       52
<PAGE>

purchases  shall not apply to asset purchases by Borrower to the extent that (i)
after giving effect to such  purchases,  Borrower is in compliance  with Section
7.04  hereof and (ii) the Board of  Directors  or other  governing  body of such
Person whose assets or stock is being  purchased  has approved the terms of such
acquisition;  provided,  however,  that no transaction  pursuant to clauses (i),
(ii) or (iii) or the second or third  provisos  above shall be  permitted if any
Default or Event of Default  otherwise exists at the time of such transaction or
would otherwise exist as a result of such transaction.

     Section 7.04 Investments,  Loans, Etc. Make, permit or hold any Investments
in any Person, or otherwise acquire or hold any Subsidiaries, other than:

          (a)  Investments  in  Subsidiaries  that  are  Guarantors  under  this
     Agreement,  whether such Subsidiaries are Guarantors on the Closing Date or
     become Guarantors in accordance with Section 6. 1 0 after the Closing Date;
     provided,  however,  nothing  in this  Section  7.04  shall  be  deemed  to
     authorize an investment  pursuant to this subsection (a) in any entity that
     is not a Subsidiary and a Guarantor prior to such investment;

          (b) Investments in Subsidiaries,  other than those  Subsidiaries  that
     are or become  Guarantors under this Agreement,  or persons that thereafter
     become  Subsidiaries,  in an  aggregate  amount  not to exceed  $25,000,000
     unless otherwise consented to in writing by the Required Lenders;

          (c)  Investments  in other  Persons  that are not,  and do not become,
     Subsidiaries  in an  aggregate  amount  not to  exceed  $25,000,000  unless
     otherwise consented to in writing by the Required Lenders;

          (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) time deposits  maturing  within one year from the date of creation
     thereof with,  including  certificates  of deposit issued by any Lender and
     any office  located  in the  United  States of America of any bank or trust
     company  which is organized  under the laws of the United States of America
     or  any  state   thereof  and  has  total  assets   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;

          (g) Investments made by Plans; and


                                       53
<PAGE>

          (h) permitted Intercompany Loans on terms and conditions acceptable to
     the Administrative Agent.

     Section  7.05  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 or other property which any  Consolidated
Company  intends to use for  substantially  the same  purpose or purposes as the
property  being sold or  transferred,  except to the extent  that the  aggregate
value of all such  property  sold and leased back does not exceed  $5,000,000 at
any one time.

     Section 7.06 Transactions with Affiliates.

          (a)  Enter  into  any  material   transaction  or  series  of  related
     transactions  which in the aggregate  would be material,  whether or not in
     the ordinary  course of business,  with any  Affiliate of any  Consolidated
     Company (but excluding any Affiliate which is also a Consolidated Company),
     other  than on terms and  conditions  substantially  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.

          (b)  Convey or  transfer  to any  other  Person  (including  any other
     Consolidated Company) 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  conveyance or transfer any Default or Event of Default
     exists or would exist as a result of such conveyance or transfer.

     Section  7.07  Optional  Prepayments.   Directly  or  indirectly,   prepay,
purchase,  redeem,  retire,  defuse or otherwise  acquire,  or make any optional
payment on account  of any  principal  of,  interest  on, or premium  payable in
connection with the optional prepayment, redemption or retirement of, any of its
Indebtedness,  or  give  a  notice  of  redemption  with  respect  to  any  such
Indebtedness,  or make any payment in violation of the subordination  provisions
of any Subordinated  Debt, except with respect to (i) the Obligations under this
Agreement and the Notes, (ii) prepayments of Indebtedness  outstanding  pursuant
to revolving credit,  overdraft and line of credit facilities permitted pursuant
to Section  7.01,  (iii)  Intercompany  Loans made or  outstanding  pursuant  to
Section 7.01, and (iv)  Subordinated  Debt, in form and substance  acceptable to
the Administrative Agent and the Required Lenders, as evidenced by their written
consent, issued to refinance existing Subordinated Debt.

     Section  7.08  Changes  in  Business.  Enter  into  any  business  which is
substantially  different  from  that  presently  conducted  by the  Consolidated
Companies  taken as a whole except where the  Investment  made,  and other funds
expended or committed with respect to such business, do not exceed $5,000,000 in
each new business.


                                       54
<PAGE>

     Section  7.09 ERISA.  Take or fail to take any action  with  respect to any
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  Administrative  Agent and the Required  Lenders,  where
such actions or failures could result in a Materially Adverse Effect.

     Section 7.10  Additional  Negative  Pledges.  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) the terms of any  agreement,
instrument or other  document  pursuant to which any  Indebtedness  permitted by
Section 7.01 (a) or (b) 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  (ii)  any  requirement  of  applicable  law or any
regulatory authority having jurisdiction over any of the Consolidated Companies.

     Section 7.11  Limitation  on Payment  Restrictions  Affecting  Consolidated
Companies. 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  Borrower or any other
Consolidated  Company,  or (iii)  transfer  any of its  property  or  assets  to
Borrower or any other Consolidated Company, except any consensual encumbrance or
restriction  existing  under the  Credit  Documents  or under the Line of Credit
Agreement and related documents.

     Section 7.12 Actions  Under  Certain  Documents.  Without the prior written
consent of the  Administrative  Agent (which  consent shall not be  unreasonably
withheld),  modify,  amend,  cancel  or  rescind  any  agreements  or  documents
evidencing or governing  Subordinated Debt or the senior Indebtedness  permitted
pursuant to Section 7.01 hereof,  or make demand of payment or accept payment on
any Intercompany  Loans permitted by Section 7.01,  except that current interest
accrued  thereon as of the date of this Agreement and all interest  subsequently
accruing thereon (whether or not paid currently) may be paid unless a Default or
Event of Default has occurred and is continuing.

                                 Article VIII.

                                EVENTS OF DEFAULT

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




                                       55
<PAGE>

     Section  8.01  Payments.  Borrower  shall  fail to make  promptly  when due
(including,  without limitation,  by mandatory prepayment) any principal payment
with respect to the Revolving  Loans, or Borrower shall fail to make within five
(5) Business  Days after the due date  thereof any payment of  interest,  fee or
other amount payable hereunder;

     Section 8.02 Covenants  Without  Notice.  Borrower shall fail to observe or
perform any covenant or agreement  contained in Sections 6.07,  6.08,  6.11, and
Article VII;  Section 8.03 Other  Covenants.  Borrower  shall fail to observe or
perform any covenant or agreement contained in this Agreement,  other than those
referred to in Sections 8.01 and 8.02, and, if capable of being  remedied,  such
failure shall remain  unremedied for 30 days after the earlier of (i) Borrower's
obtaining  knowledge  thereof,  or (ii) written  notice  thereof shall have been
given to Borrower by the Administrative Agent or any Lender;

     Section 8.04 Representations. Any representation or warranty made or deemed
to be made by Borrower or any other 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 8.05 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)   exceeding   $5,000,000  in  the  aggregate   including,   without
limitation, indebtedness outstanding under the Line of Credit Agreement;

     Section 8.06 Defaults  Under Other  Agreements.  Any  Consolidated  Company
shall  fail to  observe  or  perform  within  any  applicable  grace  period any
covenants or agreements  contained in any agreements or instruments  relating to
any of its Indebtedness exceeding $5,000,000 in the aggregate including, without
limitation,  indebtedness outstanding under the Line of Credit Agreement, 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 Indebtedness or any other Person to
accelerate, the maturity of such Indebtedness; or any such 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;

     Section 8.07 Bankruptcy.  Borrower or any other Consolidated  Company shall
commence a voluntary  case  concerning  itself under the  Bankruptcy  Code or an
involuntary case for bankruptcy is commenced  against any  Consolidated  Company
and the petition is not controverted  within 10 days, or is not dismissed within
60 days,  after  commencement  of the case;  or a  custodian  (as defined in the
Bankruptcy  Code) is appointed  for, or takes charge of, all or any  substantial
part of the property of any Consolidated  Company;  or any Consolidated  Company
commences  proceedings  of its own  bankruptcy  or to be granted a suspension of
payments  or  any



                                       56
<PAGE>

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 Consolidated
Company  or  there  is  commenced  against  any  Consolidated  Company  any such
proceeding  which  remains   undismissed  for  a  period  of  60  days;  or  any
Consolidated  Company is  adjudicated  insolvent  or  bankrupt;  or any order of
relief or other order  approving any such case or proceeding is entered;  or any
Consolidated Company 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 Consolidated  Company makes a general assignment for
the benefit of  creditors;  or any  Consolidated  Company  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  Consolidated  Company shall call a meeting
of its  creditors  with a view to arranging a  composition  or adjustment of its
debts; or any  Consolidated  Company 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  Consolidated  Company  for the  purpose  of
effecting any of the foregoing;

     Section 8.08 ERISA. A 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, 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 under  applicable
     law,  the terms of such 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

          (iii) shall require a Consolidated  Company to provide  security under
     applicable law, the terms of such 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 Title IV of ERISA;

and there shall result from any such failure, waiver, termination or other event
a liability to the PBGC or a Plan that would have a Materially Adverse Effect;

     Section 8.09 Money  Judgment.  A judgment or order for the payment of money
in excess of $5,000,000 or otherwise having a Materially Adverse Effect shall be
rendered against Borrower or any other Consolidated Company and 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);


                                       57
<PAGE>

     Section 8.10 Ownership of Credit Parties and Pledged Entities.  If Borrower
shall at any time fail to own and control the required  percentage of the voting
stock of any  Guarantor,  either  directly or indirectly  through a wholly-owned
Subsidiary of Borrower;

     Section  8.11 Change in Control of  Borrower.  (a) Any  "person" or "group"
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange  Act),  other
than the Hughes  Family shall become the  "beneficial  owner(s)"  (as defined in
said Rule  13d-3) of more than  twenty-five  percent  (25%) of the shares of the
outstanding  common stock of Borrower entitled to vote for members of Borrower's
board of  directors,  or (b) any event or condition  shall occur or exist which,
pursuant  to the terms of any change in control  provision,  requires or permits
the holder(s) of Indebtedness of any  Consolidated  Company to require that such
Indebtedness be redeemed, repurchased,  defeased, prepaid or repaid, in whole or
in part, or the maturity of such Indebtedness to be accelerated in any respect;

     Section 8.12 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 force and effect or the
validity or enforceability thereof is disaffirmed by or on behalf of Borrower or
any other Credit Party, or at any time it is or becomes unlawful for Borrower or
any other  Credit  Party to perform  or comply  with its  obligations  under any
Credit Document,  or the obligations of Borrower or any other Credit Party under
any Credit Document are not or cease to be legal,  valid and binding on Borrower
or any such Credit Party;

     Section 8.13 Attachments.  An attachment or similar action shall be made on
or taken  against any of the assets of any  Consolidated  Company  with an Asset
Value  exceeding  $5,000,000  in  aggregate  and is not  removed,  suspended  or
enjoined  within 60 days of the same being made or any  suspension or injunction
being lifted;

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 or
telex request of the Required  Lenders,  shall,  by written  notice to Borrower,
take any or all of the following actions, without prejudice to the rights of the
Administrative  Agent, any Lender or the holder of any Revolving Note to enforce
its claims against Borrower or any other Credit Party: (i) declare all Revolving
Loan  Commitments  terminated,  whereupon the Revolving Loan Commitments of each
Lender  shall  terminate  immediately  and Fees 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 Revolving 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 Borrower;  provided, that, if an Event of Default specified
in Section  8.07 shall  occur,  the result  which would occur upon the giving of
written notice by the Administrative  Agent to any Credit Party, as specified in
clauses (i) and (ii) above, shall occur automatically  without the giving of any
such notice. Article IX.


                                       58
<PAGE>

                                   THE AGENTS

     Section  9.01  Appointment  of  Administrative  Agent.  Each Lender  hereby
designates  SunTrust  Bank,  Central  Florida,   National   Association  as  the
"Administrative  Agent" to administer all matters concerning the Revolving Loans
and to act as herein specified.  Each Lender hereby irrevocably authorizes,  and
each holder of any Revolving Note by the acceptance of a Revolving 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,  amid 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.  The provisions of this Section
9.01 are solely for the benefit of the  Administrative  Agent,  and Borrower and
the  other  Consolidated  Companies  shall not have any  rights  as third  party
beneficiaries of any of the provisions  hereof.  In performing its functions and
duties under this Agreement,  the Administrative Agent shall act solely as agent
of the Lenders  and does not assume and shall not be deemed to have  assumed any
obligations  towards or relationship of agency or trust with or for the Borrower
and the other Consolidated Companies.

     Section 9.02 Nature of Duties of Administrative  Agent. The  Administrative
Agent shall have no duties or responsibilities  except those expressly set forth
in this  Agreement and the other Credit  Documents.  Neither the  Administrative
Agent nor any of its  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 shall be ministerial and administrative
in nature; the Administrative Agent 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 any  obligations  in respect of this Agreement or the
other Credit Documents except as expressly set forth herein.

     Section 9.03 Lack of Reliance on the Administrative Agent.

          (a) Independently and without reliance upon the  Administrative  Agent
     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 Credit  Parties in connection  with the taking
     or not  taking  of any  action  in  connection  herewith,  and (ii) its own
     appraisal of the  creditworthiness  of the Credit  Parties,  and, except as
     expressly provided in this Agreement,  the Administrative  Agent shall have
     no duty or  responsibility,  either initially or on a continuing  basis, to
     provide  any  Lender  with any  credit or other  information  with  respect
     thereto,  whether  coming  into its  possession  before  the  making of the
     Revolving Loans or at any time or times thereafter.


                                       59
<PAGE>

          (b) The  Administrative  Agent shall not 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  Revolving  Notes,  the  Guaranty  Agreement,  or any other
     documents contemplated hereby or thereby, or the financial condition of the
     Credit Parties,  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 Revolving Notes, the Guaranty Agreement,  or the other
     documents contemplated hereby or thereby, or the financial condition of the
     Credit  Parties,  or the existence or possible  existence of any Default or
     Event of Default; provided,  however, to the extent that the Administrative
     Agent has been  advised  that a Lender  has not  received  any  information
     formally  delivered to the  Administrative  Agent pursuant to Section 6.07,
     the  Administrative  Agent  shall  deliver  or cause to be  delivered  such
     information   to  such  Lender.

     Section  9.04  Certain  Rights  of  the   Administrative   Agent.   If  the
Administrative  Agent shall request  instructions from the Required Lenders with
respect to any action or actions  (including  the failure to act) in  connection
with this Agreement,  the Administrative Agent shall be entitled to refrain from
such act or taking  such act,  unless and until the  Administrative  Agent shall
have received  instructions  from the Required Lenders;  and the  Administrative
Agent  shall  not incur  liability  in any  Person  by reason of so  refraining.
Without  limiting  the  foregoing,  no  Lender  shall  have any  right of action
whatsoever  against the  Administrative  Agent as a result of the Administrative
Agent  acting  or  refraining  from  acting  hereunder  in  accordance  with the
instructions of the Required Lenders.

     Section 9.05 Reliance by  Administrative  Agent. The  Administrative  Agent
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 may consult with legal counsel  (including  counsel for any Credit Party),
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 9.06  Indemnification  of  Administrative  Agent. To the extent the
Administrative  Agent is not reimbursed and  indemnified by the Credit  Parties,
each Lender will  reimburse  and  indemnify the  Administrative  Agent,  ratably
according to the respective amounts of the Revolving Loans outstanding under all
Facilities  (or if no amounts are  outstanding,  ratably in accordance  with the
Total  Commitments),  in either case,  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

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<PAGE>

liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct.

     Section 9.07 The  Administrative  Agent in Its  Individual  Capacity.  With
respect to its obligation to lend under this Agreement, the Revolving Loans made
by it and the Revolving Notes issued to it, the Administrative  Agent shall have
the same  rights  and  powers  hereunder  as any  other  Lender  or  holder of a
Revolving  Note and may exercise the same as though it were not  performing  the
duties specified herein; and the terms "Lenders",  "Required Lenders",  "holders
of Revolving  Notes",  or any similar  terms shall,  unless the context  clearly
otherwise  indicates,   include  the  Administrative  Agent  in  its  individual
capacity.  The Administrative Agent 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,  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 9.08 Holders of Revolving Notes. The Administrative  Agent may deem
and treat the payee of any Revolving  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  Revolving  Note shall be conclusive
and binding on any subsequent  holder,  transferee or assignee of such Revolving
Note or of any Revolving Note or Revolving Notes issued in exchange therefor.

     Section 9.09 Successor Administrative Agent.

          (a) The Administrative  Agent may resign at any time by giving written
     notice  thereof to the Lenders and  Borrower and may be removed at any time
     with or without  cause by the  Required  Lenders;  provided,  however,  the
     Administrative  Agent  may not  resign  or be  removed  until  a  successor
     Administrative  Agent has been  appointed  and  shall  have  accepted  such
     appointment.  Upon any such  resignation or removal,  the Required  Lenders
     shall have the right to appoint a successor Administrative Agent subject to
     Borrower's  prior  written  approval,  so long as no Event of  Default  has
     occur-red  and is  continuing,  which  approval  will  not be  unreasonably
     withheld. If no successor Administrative Agent shall have been so appointed
     by the Required Lenders,  and shall have accepted such appointment,  within
     30 days  after  the  retiring  Administrative  Agent's  giving of notice of
     resignation or the Required Lenders' removal of the retiring Administrative
     Agent,  than the  retiring  Administrative  Agent  may,  on  behalf  of the
     Lenders,  appoint a successor  Administrative  Agent  subject to Borrower's
     prior written approval,  which shall be a bank which maintains an office in
     the United States of America, 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  $100,000,000.
     If at any time  SunTrust  Bank,  Central  Florida  is  removed as a


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     Lender,  SunTrust  Bank,  Central  Florida shall  simultaneously  resign as
     Administrative Agent.

          (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 IX shall inure to its benefit as to
     any  actions  taken  or  omitted  to  be  taken  by  it  while  it  was  an
     Administrative  Agent  under this  Agreement.

     Section  9.10  Documentation  Agent.  Each  Lender  designates  First Union
National Bank as  Documentation  Agent and agrees that the  Documentation  Agent
shall have no duties or obligations hereunder.

     Section 9.11 Syndication Agent. Each Lender designates NationsBank, N.A. as
Syndication  Agent and agrees that the Syndication Agent shall have no duties or
obligations hereunder.

     Section 9.12 Co-Agent.  Each Lender  designates  SouthTrust Bank,  National
Association  as Co-Agent  and agrees that the  Co-Agent  shall have no duties or
obligations hereunder.

                                   Article X.

                                  MISCELLANEOUS

     Section 10.01 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)  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 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, 72
hours  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,  or (iv) 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.


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     Section 10.02  Amendments,  Etc. No amendment or waiver of any provision of
this  Agreement or the other Credit  Documents,  nor consent to any departure by
any Credit  Party  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  specific  purpose for
which given;  provided that no amendment,  waiver or consent shall,  and for the
specific  unless  in  writing  and  signed  by  all  the  Lenders  do any of the
following:  (i) waive any of the  conditions  specified in Section 4.01 or 4.02,
(ii) increase the Revolving Loan Commitments or other contractual obligations to
Borrower under this Agreement  except pursuant to Section 3.03, (iii) reduce the
principal of, or interest on, the Revolving  Notes or any fees  hereunder,  (iv)
postpone any date fixed for the payment in respect of principal  of, or interest
on, the Revolving Notes or any fees hereunder,  (v) change the percentage of the
Revolving Loan  Commitments or of the aggregate  unpaid  principal amount of the
Revolving  Notes,  or the number or identity of Lenders  which shall be required
for the Lenders or any of them to take any action  hereunder,  (vi)  release any
Guarantor from its obligations  under any Guaranty  Agreement,  (vii) modify the
definition  of  "Required   Lenders,"  or  (viii)  modify  this  Section  10.02.
Notwithstanding the foregoing, no amendment,  Waiver or consent shall, unless in
writing  and  signed by the  Administrative  Agent in  addition  to the  Lenders
required  here in above to take such action,  affect the rights or duties of the
Administrative Agent under this Agreement or under any other Credit Document.

     Section 10.03 No Waiver,  Remedies  Cumulative.  No failure or delay on the
part of the  Administrative  Agent, any Lender or any holder of a Revolving Note
in exercising any right or remedy  hereunder or under any other Credit Document,
and no course of dealing between any Credit Party and the Administrative  Agent,
any  Lender or the  holder  of any  Revolving  Note  shall  operate  as a waiver
thereof,  nor  shall  any  single  or  partial  exercise  of any right or remedy
hereunder  or under any other  Credit  Document  preclude  any other or  farther
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 Revolving Note would otherwise have. No notice to or
demand on any Credit  Party not  required  hereunder  or under any other  Credit
Document  in any case shall  entitle  any  Credit  Party to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of the  Administrative  Agent, the Lenders or the holder of any Revolving
Note to any other or  further  action  in any  circumstances  without  notice or
demand.

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     Section 10.04 Payment of Expenses, Etc. Borrower shall:

          (i)  whether  or  not  the   transactions   hereby   contemplated  are
     consummated,  pay all reasonable,  out-of-pocket  costs and expenses of the
     Administrative  Agent in the  administration  (both  before  and  after the
     execution  hereof  and  including  reasonable  expenses  actually  incurred
     relating  to  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,  after a Default or Event of Default,
     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 actually incurred and disbursements
     of counsel for the Administrative Agent), and in the case of enforcement of
     this Agreement or any Credit  Document after an Event of Default,  all such
     reasonable,   out-of-pocket   costs  and   expenses   (including,   without
     limitation,  the reasonable  fees actually  incurred and  disbursements  of
     counsel),  for any of the  Lenders;

          (ii)  subject,  in the  case  of  certain  Taxes,  to  the  applicable
     provisions of Section  3.08(b),  pay and hold each of the Lenders  harmless
     from and against any and all present  and future  stamp,  documentary,  and
     other similar Taxes with respect to this Agreement, the Revolving Notes and
     any other  Credit  Documents,  any  collateral  described  therein,  or any
     payments due thereunder, and save each Lender harmless from and against any
     and all liabilities with respect to or resulting from any delay or omission
     to pay such Taxes; and

          (iii)  indemnified the  Administrative  Agent and each Lender and each
     director,  officer,  employee,   affiliate  and  agent  thereof  (each,  an
     "Indemnitee")  from, and hold each of them harmless against,  and reimburse
     each  Indemnitee,  upon  its  demand,  for  any  losses,  claims,  damages,
     liabilities  or  other  expenses  ("Losses")  incurred  by such  Indemnitee
     insofar as such Losses  arise out of or are in any way related to or result
     from this Agreement,  the Revolving Notes or any other Credit  Documents or
     the  financing  provided  hereby,  including,  without  limitation,  Losses
     arising in  connection  with any legal  proceeding  relating  to any of the
     foregoing  (whether  or not such  Indemnitee  is a party  thereto)  and the
     reasonable  attorneys  fees and expenses  actually  incurred in  connection
     therewith;  provided,  however,  that the foregoing  shall not apply to any
     Losses  resulting from the gross  negligence or willful  misconduct of such
     Indemnitee.

          (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
     any  Credit  Party's  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


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     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  actually  incurred,  other
     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 (but excluding those incur-red,  suffered or sustained by
     any  Indemnitee  as a result  of any  action  taken by or on  behalf of the
     Lenders with respect to any  Subsidiary of Borrower (or the assets  thereof
     owned or controlled by the Lenders.

If and to the extent that the  obligations  of Borrower under this Section 10.04
are  unenforceable  for any reason,  Borrower  hereby agrees to make the maximum
contribution  to the  payment  and  satisfaction  of such  obligations  which is
permissible  under applicable law.

     Section 10.05 Right of Setoff.  In addition to and not in limitation of all
rights of offset that any Lender or other  holder of a  Revolving  Note may have
under  applicable  law,  each Lender or other holder of a Revolving  Note shall,
upon the  occurrence  of any Event of Default  and whether or not such Lender or
such holder has made any demand or any Credit Party's  obligations  are matured,
have the right to  appropriate  and apply to the  payment of any Credit  Party's
obligations hereunder and under the other Credit Documents,  all deposits of any
Credit Party (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 any Credit  Party,  whether or not related to
this Agreement or any transaction  hereunder.  Each Lender shall promptly notify
Borrower of any offset hereunder.

     Section 10.06 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  Borrower  may not  assign or  transfer  any of its
     interest hereunder without the prior written consent of the Lenders.

          (b) Any Lender may make,  carry or transfer  Revolving 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 Revolving Loan Commitments and the Revolving Loans at the time owing to
     it and the Revolving 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,  Borrower  must give their prior
     written consent to such assignment (which consent shall not be unreasonably

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<PAGE>

     withheld  or  delayed)  unless  such  assignment  is an  Affiliate  of  the
     assigning Lender,  (ii) the amount of the Revolving Loan Commitments of the
     assigning

     Lender subject to each assignment (determined as of the date the assignment
     and  acceptance  With  respect  to  such  assignment  is  delivered  to the
     Administrative  Agent)  shall not be less than  $10,000,000,  and (iii) the
     parties  to  each  such  assignment   shall  execute  and  deliver  to  the
     Administrative  Agent  an  Assignment  and  Acceptance,   together  with  a
     Revolving  Note or  Notes  subject  to such  assignment  and,  unless  such
     assignment is to an Affiliate of such Lender,  a processing and recordation
     fee of $2,500.  Borrower shall not be responsible  for such  processing and
     recordation  fee or any costs or  expenses  incurred  by any  Lender or the
     Administrative Agent in connection with 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 Acceptance, Borrower, at
     its own expense,  shall execute and deliver to the Administrative Agent, in
     exchange for the surrendered  Revolving Note or Notes, a new Revolving Note
     or Notes to the order of such  assignee in a principal  amount equal to the
     applicable  Revolving  Loan  Commitments  or Revolving  Loans assumed by it
     pursuant to such  Assignment and Acceptance and new Revolving Note or Notes
     to the  assigning  Lender in the  amount  of its  retained  Revolving  Loan
     Commitment or Commitments or amount of its retained  Revolving Loans.  Such
     new Revolving Note or Notes shall be in an aggregate principal amount equal
     to the aggregate  principal  amount of such  surrendered  Revolving Note or
     Notes,  shall be dated the date of the surrendered  Revolving Note or Notes
     which  they  replace,  and shall  otherwise  be in  substantially  the form
     attached hereto.

          (d)  Each  Lender  may,   without  the  consent  of  Borrower  or  the
     Administrative  Agent, sell  participation's  without restriction to one or
     more  banks  or  other  entities  in all or a  portion  of its  rights  and
     obligations  under  this  Agreement  (including  all  or a  portion  of its
     Revolving  Loan  Commitments  in the  Revolving  Loans  owing to it and the
     Revolving  Notes  held by it),  produced  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 or other
     entity  shall not be entitled to the  benefit  (except  through its selling
     Lender) of the cost protection  provisions contained in Article III of this
     Agreement, and (iv) Borrower and the Administrative Agent and other Lenders
     shall  continue to deal solely and directly  with each 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 Borrower  relating to the Revolving Loans and to
     approve any  amendment,  modification  or waiver of any  provisions of this
     Agreement.  Any Lender  selling a  participation  hereunder  shall  provide
     prompt written notice to Borrower of the name of such participant.

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<PAGE>

          (e) 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 Borrower or the other Consolidated
     Companies furnished to such Lender by or on behalf of Borrower or any other
     Consolidated  Company.  With  respect to any  disclosure  of  confidential,
     non-public,  proprietary information, such proposed assignee or participant
     shall  agree to use the  information  only for the  purpose  of making  any
     necessary  credit judgments with respect to this credit facility and not to
     use the information in any manner prohibited by any law,  including without
     limitation,  the  securities  laws of the  United  States of  America.  The
     proposed  participant  or assignee  shall agree not to disclose any of such
     information except (i) to directors, employees, auditors or counsel to whom
     it is necessary to show such information, each of whom shall be informed of
     the  confidential  nature  of the  information,  (ii) in any  statement  or
     testimony  pursuant to a subpoena or order by any court,  governmental body
     or other agency asserting  jurisdiction  over such entity,  or as otherwise
     required  by law  (provided  prior  notice  is  given to  Borrower  and the
     Administrative Agent unless otherwise prohibited by the subpoena,  order or
     law),  and (iii)  upon the  request or demand of any  regulatory  agency or
     authority with proper  jurisdiction.  The proposed  participant or assignee
     shall further  agree to return all documents or other written  material and
     copies  thereof  received  from any  Lender,  the  Administrative  Agent or
     Borrower  relating  to  such  confidential   information  unless  otherwise
     properly disposed of by such entity.

          (f) Any Lender may at any time assign all or any portion of its rights
     in this Agreement and the Revolving Notes issued to it to a Federal Reserve
     Bank; provided that no such assignment shall release the Lender from any of
     its obligations hereunder.

          (g) If (i) any Taxes  referred to in Section  3.08(b) have been levied
     or imposed so as to require  withholdings  or  deductions  by Borrower  and
     payment  by  Borrower  of  additional  amounts  to any  Lender  as a result
     thereof,  (ii) any Lender  shall make  demand for  payment of any  material
     additional  amounts as compensation for increased costs pursuant to Section
     3.1 1 or for its reduced rate of return  pursuant to Section 3.17, or (iii)
     any Lender  shall  decline to  consent to a  modification  or waiver of the
     terms  of  this  Agreement  or the  other  Credit  Documents  requested  by
     Borrower,  then and in such event, upon request from Borrower  delivered to
     such Lender and the  Administrative  Agent,  such Lender shall  assign,  in
     accordance with the provisions of Section  10.06(c),  all of its rights and
     obligations  under this Agreement and the other Credit Documents to another
     Lender or an Eligible Assignee  selected by Borrower,  in consideration for
     the  payment  by such  assignee  to the  Lender of the  principal  of,  and
     interest on, the  outstanding  Revolving  Loans accrued to the date of such
     assignment,  and the assumption of such Lender's  Revolving Loan Commitment
     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.


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     Section 10.07 Governing Law; Submission to Jurisdiction.

          (a) THIS  AGREEMENT  AND THE RIGHTS  AND  OBLIGATIONS  OF THE  PARTIES
     HEREUNDER  AND UNDER THE  REVOLVING  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.

          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, THE
     REVOLVING NOTES OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE SUPERIOR
     COURT OF FULTON COUNTY,  GEORGIA, OR AM OTHER COURT OF THE STATE OF GEORGIA
     OR OF THE UNITED  STATES OF AMERICA FOR THE  NORTHERN  DISTRICT OF GEORGIA,
     AND, BY EXECUTION AND DELIVERY OF THIS  AGREEMENT,  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 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) BORROWER HEREBY  IRREVOCABLY  DESIGNATES THE  CORPORATION  SERVICE
     COMPANY,  ATLANTA,  GEORGIA, AS ITS DESIGNEE,  APPOINTEE AND LOCAL AGENT TO
     RECEIVE,  FOR  AND ON  BEHALF  OF  BORROWER,  SERVICE  OF  PROCESS  IN SUCH
     RESPECTIVE  JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
     THIS AGREEMENT OR THE REVOLVING NOTES OR ANY DOCUMENT RELATED  THERETO.  IT
     IS UNDERSTOOD  THAT A COPY OF SUCH PROCESS  SERVED ON SUCH LOCAL AGENT WILL
     BE PROMPTLY FORWARDED BY SUCH LOCAL AGENT AND BY THE SERVER OF SUCH PROCESS
     BY MAIL TO BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE  BELOW,
     BUT THE FAILURE OF  BORROWER  TO RECEIVE  SUCH COPY SHALL NOT AFFECT IN ANY
     WAY THE SERVICE OF SUCH PROCESS.  BORROWER FURTHER 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 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,
     any  Lender,  any holder of a Revolving  Note or any Credit  Party to serve
     process  in  any  other  manner  permitted  by  law  or to  commence  legal
     proceedings   or   otherwise   proceed   against   Borrower  in  any  other
     jurisdiction.

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<PAGE>

     Section 10.08 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 Revolving  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 10.09 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 10.10 Effectiveness; Survival.

          (a) This Agreement shall become  effective on the date (the "Effective
     Date") on which all of the parties  hereto shall have signed a  counterpart
     hereof  (whether  the  same  or  different  counterparts)  and  shall  have
     delivered the same to the  Administrative  Agent  pursuant to Section 10.01
     or, in the case of the  Lenders,  shall  have  given to the  Administrative
     Agent written or telex notice  (actually  received)  that the same has been
     signed and mailed to them.

          (b) The obligations of Borrower under Sections  3.08(b),  3.11,  3.13,
     3.14,  3.17,  and 10.04 hereof shall survive for ninety (90) days after the
     payment in full of the Revolving  Notes after the Final  Maturity Date. All
     representations  and warranties made herein, in the certificates,  reports,
     notices,  and other  documents  delivered  pursuant to this Agreement shall
     survive the  execution  and  delivery of this  Agreement,  the other Credit
     Documents,  and such  other  agreements  and  documents,  the making of the
     Revolving Loans hereunder,  and the execution and delivery of the Revolving
     Notes.

     Section 10.11  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 10.12 Independence of Covenants.  All covenants  hereunder shall be
given  independent  effect so that if a  particular  action or  condition is not
permitted  by any of such  covenants,  the fact that it would be permitted by an
exception to, or 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 10.13 Change in Accounting Principles,  Fiscal Year or Tax Laws. If
(i) any  preparation  of the  financial  statements  referred to in Section 6.07
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  Accounts  (or


                                       69
<PAGE>

successors  thereto or agencies  with  similar  functions)  (other than  changes
mandated by FASB 106) 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 Borrower's  fiscal  quarter or fiscal year, or (iii) there is a
material  change  in  federal  tax  laws  which  materially  affects  any of the
Consolidated   Companies'  ability  to  comply  with  the  financial  covenants,
standards or terms found in this  Agreement,  Borrower and the Required  Lenders
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 10.14 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  10.15  Time  is  of  the  Essence.  Time  is  of  the  essence  in
interpreting and performing this Agreement and all other Credit Documents.

     Section 10.16 Usury.  It is the intent of the parties hereto not to violate
any federal or state law,  rule or regulation  pertaining  either to usury or to
the  contracting  for or charging or  collecting  of interest,  and Borrower and
Lenders agree that,  should any provision of this  agreement or of the Revolving
Notes, or any act performed hereunder or thereunder,  violate any such law, rule
or  regulation,  then the  excess  of  interest  contracted  for or  charged  or
collected  over the  maximum  lawful  rate of  interest  shall be applied to the
outstanding  principal  indebtedness  due to  lenders  by  Borrower  under  this
Agreement.

     Section 10.17 Construction.  Should any provision of this Agreement require
judicial interpretation, the parties hereto agree that the court interpreting or
construing the same shall not apply a presumption that the terms hereof shall be
more strictly  construed against one party by reason of the rule of construction
that a document is to be more strictly construed against the party who itself or
through  its agents  prepared  the same,  it being  agreed  that  Borrower,  the
Administrative  Agent, the Lenders and their respective agents have participated
in the preparation hereof

     Section 10.18 Waiver of Effect of Corporate Seal.  Borrower  represents and
warrants that it is not required to affix its corporate  seal to this  Agreement
or any other Credit  Document  pursuant to any Requirement of Law and waives any
shortening of the statute of  limitations  that may result from not affixing the
corporate seal to this Agreement or the other Credit Documents.



                                       70
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly  executed  and  delivered  in Atlanta,  Georgia,  by their duly  authorized
officers as of the day and year first above written.

Address for Notices:                  BORROWER:

20 N. Orange Avenue                   HUGHES SUPPLY, INC.
Suite 200
Orlando, Florida 32801
Attention: J. Stephen Zepf.           By:
                                         ---------------------------------------
                                         J. Stephen Zepf
                                         Treasurer

                                      By:
                                         ---------------------------------------
                                         Ben Butterfield
                                         Secretary





                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


                                       71
<PAGE>



Address for  Notices:                 SUNTRUST BANK, CENTRAL FLORIDA,
                                      NATIONAL ASSOCIATION, individually and as
200 S. Orange Avenue                  Administrative Agent
MC 2064
Orlando, Florida 32801
Attn: Mr. William C. Barr             By:
                                         ---------------------------------------
                                         Name:
Telecopy No. 407/237-4076                Title:


Payment Office:

200 S. Orange Avenue
MC 2064
Orlando, Florida 32801



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

Revolving Loan Commitment: $41,250,000.00

Pro Rata Share of Revolving Loan Commitment: 18.33%




                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


                                       72
<PAGE>


Address for Notices:                  FIRST UNION NATIONAL BANK, individually
                                      and as Documentation Agent
225 Water Street
4th Floor
Mail Code FL0060
Jacksonville, Florida 32202           By:
                                         ---------------------------------------
Attn: Mr. Michael L. Williamson          Name: Michael L. Williamson
                                         Title:   Vice President
Telecopy No. 904/361-3560



Payment Office:

100 S. Ashley Drive
Suite 1000
Mail Code FL4009
Tampa, Florida 32602
Attn:   Ms. Mary Doonan



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

Revolving Loan Commitment: $37,500,000.00

Pro Rata Share of Revolving Loan Commitment: 16.67%




                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]



                                       73

<PAGE>


Address for Notices:                  NATIONSBANK, N.A., individually and as
                                      Syndication Agent
100 SE 2nd Street, 14th Floor
Miami, Florida 33131
Attn:  Mr. Richard Starke             By:
                                         ---------------------------------------
                                         Name:
                                         Title:
Telecopy No.



Payment Office:

NationsBank, N.A.
101 N. Tryon Street
Charlotte, North Carolina 28255
Attn: Ms. Deon Wright



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

Revolving Loan Conunitment: $37,500,000.00

Pro Rata Share of Revolving Loan Conunitment: 16.67%




                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]




                                       74


<PAGE>


Address for Notices:                  SOUTHTRUST BANK, NATIONAL
                                      ASSOCIATION, individually and as
420 N. 20th Street                    Co-Agent
Birmingham, AL 35203
Attn: FL Corp. Banking, 9th Floor
                                      By:
                                         ---------------------------------------
Telecopy No. 727/898-5319                Name:
                                         Title:



Payment Office:

P.O. Box 830716
Birmingham, AL 35203



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

Revolving Loan Commitment: $30,000,000.00

Pro Rata Share of Revolving Loan Commitment: 13.33%







                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]





                                       75


<PAGE>

Address for Notices:
                                      ABN AMRO Bank N.V.
Southeast Financial Center
200 S. Biscayne Boulevard, 22nd Floor
Miami, Florida 33131-5311

Attn:  Ms. Deborah Day Orozco
                                      By:
                                         ---------------------------------------
Telecopy No.: (305) 577-0825             Name:  Deborah Day Orozco
                                         Title: Vice President


Payment Office:

208 S. LaSalle Street, Suite 1500     By:
                                         ---------------------------------------
Chicago, IL 60604-1003                   Name:  Miguel Castillo
Attention: Loan Administration           Title: Corporate Officer

Telephone:        (312) 992-5152
Fax:              (312) 992-5157


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

Revolving Loan Commitment: $18,750,000.00

Pro Rata Share of Revolving Loan Commitment: 8.33%





                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]



                                       76


<PAGE>


Address for Notices:                  PNC BANK, N.A.

249 5th Avenue
Pittsburgh, Pennsylvania 15222
Attn: Mr. James D. Neil               By:
                                         ---------------------------------------
                                         Name:  James D. Neil
Telecopy No. 412/762-6484                Title: Vice President



Payment Office:

Two PNC Plaza/ Liberty Avenue
Pittsburgh, Pennsylvania 15222
Attn: Ms. Anita Truchman


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

Revolving Loan Commitment: $18,750,000.00

Pro Rata Share of Revolving Loan Commitment: 8.33%





                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]



                                       77


<PAGE>


Address for Notices:                  WACHOVIA BANK, N.A.

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn:  Mr. Shawn Janko
                                      By:
                                         ---------------------------------------
                                         Name:  Shawn Janko
                                         Title: Banking Officer
Telecopy No. (404) 332-5016


Payment Office:

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Ms. Sharon Westmoreland


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


Revolving Loan Commitment: $18,750,000.00

Pro Rata Share of Revolving Loan Commitment: 8.33%






                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]



                                       78
<PAGE>


Address for Notices:                  THE FIFTH THIRD BANK

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn:  Mr. Kevin J. Walter.           By:
                                         ---------------------------------------
                                         Name:
Telecopy No. 513/579-5226                Title:



Payment Office:

NM 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Ms. Megan Heisel


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

Revolving Loan Commitment: $11,250,000.00

Pro Rata Share of Revolving Loan Commitment: 5.00%








                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]



                                       79
<PAGE>


Address for Notices:                  HIBERNIA NATIONAL BANK

313 Carondelet Street
New Orleans, LA 70130
Attn: Ms. Kristie Peychaud            By:
                                         ---------------------------------------
                                         Name:
Telecopy No. 504/533-5344                Title:



Payment Office:

313 Carondelet Street
New Orleans, LA 70130
Attn: Ms. Shelly Strada


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

Revolving Loan Commitment: $11,250,000.00

Pro Rata Share of Revolving Loan Commitment: 5.00%






                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]





                                       80
<PAGE>



                               FIRST AMENDMENT TO
                           REVOLVING CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "First  Amendment")
is made and entered into as of September 29, 1999,  by and among HUGHES  SUPPLY,
INC.  ("Borrower"),  a Florida  corporation,  SUNTRUST  BANK,  CENTRAL  FLORIDA,
NATIONAL ASSOCIATION, a national banking association, FIRST UNION NATIONAL BANK,
a  national  banking  association,  BANK OF  AMERICA,  N.A.,  formerly  known as
NATIONSBANK,  N.A., a national banking  association,  SOUTHTRUST BANK,  NATIONAL
ASSOCIATION,  a national  banking  association,  ABN AMRO BANK,  N.V., a banking
corporation  organized  under the laws of the  Netherlands,  PNC BANK,  N.A.,  a
national   banking   association,   WACHOVIA  BANK,  N.A.,  a  national  banking
association,  THE FIFTH THIRD BANK,  a national  banking  association,  HIBERNIA
NATIONAL  BANK,  a  national  banking   association  and  such  other  financial
institutions  becoming  a party  hereto  from  time to  time,  (individually,  a
"Lender" and  collectively,  the  "Lenders"),  SUNTRUST BANK,  CENTRAL  FLORIDA,
NATIONAL  ASSOCIATION as administrative agent for the Lenders (in such capacity,
the "Administrative  Agent"),  FIRST UNION NATIONAL BANK, as documentation agent
for the Lenders (in such capacity, the "Documentation  Agent"), BANK OF AMERICA,
N.A., formerly known as NATIONSBANK,  N.A., as syndication agent for the Lenders
(in such  capacity,  the  "Syndication  Agent") and  SOUTHTRUST  BANK,  NATIONAL
ASSOCIATION, as Co-Agent for the Lenders (in such capacity, the "Co-Agent").

                              W I T N E S S E T H:

     WHEREAS,  the Lenders,  the Administrative  Agent, the Documentation Agent,
the Syndication  Agent,  the Co-Agent and the Borrower are party to that certain
Revolving Credit  Agreement dated as of January 26, 1999 (the "Revolving  Credit
Agreement"),  pursuant to which the Lenders made  available  to Borrower  credit
facilities subject to the terms and conditions set forth therein; and

     WHEREAS,  the Lenders,  the Administrative  Agent, the Documentation Agent,
the  Syndication  Agent,  the Co-Agent and the  Borrower,  at the request of the
Borrower,  desire to (i) increase the  aggregate  principal  amount of Revolving
Loan Commitments by $50,000,000 to $275,000,000  pursuant to Section 3.03 of the
Revolving  Credit Agreement and (ii) amend certain terms of the Revolving Credit
Agreement, all as more particularly set forth below.

     NOW,  THEREFORE,  in  consideration  of the terms and conditions  contained
herein,  the parties  hereto,  intending to be legally  bound,  hereby amend the
Revolving Credit Agreement and agree as follows:

     1. The Revolving  Credit Agreement is hereby amended by replacing the first
Recital in its entirety with the following:


                                       81
<PAGE>



          WHEREAS,   Borrower  has  requested  that  the  Lenders   establish  a
     $275,000,000 revolving credit facility in favor of Borrower, and subject to
     the terms and  conditions  contained  herein,  the  Lenders  are willing to
     establish such revolving  credit  facility in favor of Borrower  subject to
     the terms and conditions set forth below;

     2. The  Revolving  Credit  Agreement  is hereby  amended by  replacing  the
definition of "Revolving Loan Commitment" or "Commitment" in Section 1.01 in its
entirety with the following:

          "Revolving Loan  Commitment" or  "Commitment"  shall mean, at any time
     for any  Lender,  the amount of such  commitment  set forth  opposite  such
     Lender's  name on the signature  pages of the First  Amendment to Revolving
     Credit  Agreement,  dated  as of  September  29,  1999,  by and  among  the
     Borrower,   the   Administrative   Agent,  the  Documentation   Agent,  the
     Syndication  Agent,  the  Co-Agent and the  Lenders,  or in any  assignment
     hereafter  executed by any assignee of a Lender  pursuant to Section 10.06,
     as the same may be increased or decreased  from time to time as a result of
     any reduction  thereof  pursuant to Section 2.03,  any  assignment  thereof
     pursuant to Section  10.06,  or any amendment  thereof  pursuant to Section
     10.02.

     3. The Revolving  Credit  Agreement is hereby amended by replacing  Section
6.08(c) in its entirety with the following:

          (c) Minimum Net Worth.  Maintain a Consolidated  Net Worth of not less
     than (i)  $365,000,000  plus (ii) 50% of  Consolidated  Net Income (but not
     Consolidated Net Loss) for each fiscal quarter ended after January 30, 1998
     and on or prior to the date of determination.

     4. The Revolving  Credit  Agreement is hereby amended by replacing  Section
6.08(d) in its entirety with the following:

          (d)  Dividends.  Not declare or pay any dividend on its capital stock,
     or make any  payment to  purchase,  redeem,  retire or  acquire  any of its
     Subordinated Debt or capital stock or any option,  warrant,  or other right
     to  acquire  such  Subordinated  Debt or capital  stock,  other  than:

               (i) dividends payable solely in shares of capital stock;

               (ii) any payments made for the repurchase of outstanding  capital
          stock previously issued by Borrower in an aggregate amount at any time
          not to exceed $60,000,000; and

               (iii)  cash  dividends  declared  and  paid  and all  other  such
          payments made,  after January 29, 1993, in an aggregate  amount at any
          time not to exceed (x) $1,000,000,  plus (y) 50% of  Consolidated  Net
          Income  (or  minus  100%  of


                       [SIGNATURE PAGE TO FIRST AMENDMENT
                         TO REVOLVING CREDIT AGREEMENT]


                                       82
<PAGE>


          Consolidated  Net Loss)  earned  during  Borrower's  fiscal year ended
          January 29,  1993,  and  thereafter  (such period to be treated as one
          accounting period);  provided,  further,  however, no such dividend or
          other payment may be declared or paid pursuant to clause (ii) or (iii)
          above unless no Default or Event of Default exists at the time of such
          declaration or payment, or would exist as a result of such declaration
          or payment.

     5. The Revolving  Credit  Agreement is hereby amended by replacing  Section
7.05 in its entirety with the following:

          Section  7.05 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  or  other  property  which  any
     Consolidated  Company intends to use for  substantially the same purpose or
     purposes as the property  being sold or  transferred,  except to the extent
     that at the time any such  property  is sold and  leased  back,  and  after
     giving  effect  thereto,  the  aggregate  amount  paid  (whether in cash or
     otherwise)  for all such property sold and leased back by the  Consolidated
     Companies  since the Closing  Date does not exceed five percent (5%) of the
     Consolidated Companies' total assets as reported in the most recent audited
     annual financial  statements delivered to the Administrative Agent pursuant
     to Section 6.07(a).

     6.  The   effectiveness   of  this  Amendment  is   conditioned   upon  the
Administrative  Agent's  receipt  of the  following,  each  dated as of the date
hereof,  in form and substance  reasonably  satisfactory  in all respects to the
Administrative Agent:

          (a) The duly executed original counterparts of this First Amendment;

          (b) The duly completed  Revolving Notes  evidencing the Revolving Loan
     Commitments, as increased by this First Amendment;

          (c) The duly executed Consent and Ratification of Guaranty  (Revolving
     Credit  Agreement),  dated as of the date hereof,  by and among each of the
     Subsidiaries  of  Borrower,  listed on the  signature  pages  thereof,  the
     Administrative  Agent, the Documentation  Agent, the Syndication Agent, the
     Co-Agent and the Lenders;

          (d)  Certificates  of the Secretary or Assistant  Secretary of each of
     the Credit  Parties  certifying  (i) the name,  title and true signature of
     each officer of such entities  executing this First Amendment and the other
     Credit Documents, (ii) the bylaws or comparable governing documents of such
     entities,  and (iii) the  certificates or articles of incorporation of each
     Credit Party;


                                       83
<PAGE>

          (e)  Certificates  of good standing or existence,  as may be available
     from the  Secretary  of  State  of the  jurisdiction  of  incorporation  or
     organization of such Credit Party; and

          (f) The favorable  opinion of counsel to the Credit Parties  addressed
     to the  Administrative  Agent,  the  Documentation  Agent,  the Syndication
     Agent, the Co-Agent and each of the Lenders.

     7.  Borrower  represents  and warrants that as of the date hereof and after
giving effect to the  transactions  contemplated  by the First Amendment and the
Credit  Documents,  (i) the assets of Borrower,  at fair  valuation and based on
their present fair  saleable  value,  will exceed  Borrower's  debts,  including
contingent  liabilities,  (ii) the  remaining  capital of  Borrower  will not be
unreasonably small to conduct Borrower's  business,  and (iii) Borrower will not
have incurred debts, or have intended to incur debts,  beyond its ability to pay
such debts as they  mature.  For  purposes of this  paragraph,  "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.

     8. Except as expressly  provided  herein,  the Revolving  Credit  Agreement
shall continue in full force and effect,  and the unamended terms and conditions
of the Revolving Credit Agreement are expressly incorporated herein and ratified
and confirmed in all respects.  This First Amendment is not intended to be or to
create, nor shall it be construed as, a novation or an accord and satisfaction.

     9. From and after  the date  hereof,  references  to the  Revolving  Credit
Agreement  shall be  references  to the  Revolving  Credit  Agreement as amended
hereby.

     10.  This First  Amendment  constitutes  the entire  agreement  between the
parties  hereto with respect to the subject  matter  hereof.  Neither this First
Amendment nor any provision hereof may be changed, waived, discharged,  modified
or terminated orally, but only by an instrument in writing signed by the parties
required to be a party thereto pursuant to Section 10.02 of the Revolving Credit
Agreement.

     11.  THIS  FIRST  AMENDMENT  SHALL BE  GOVERNED  IN ALL  RESPECTS  BY,  AND
CONSTRUED  AND  ENFORCED IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF GEORGIA
(WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).


                                       84
<PAGE>

     12. This First  Amendment  may be  executed in any number of  counterparts,
each of  which  shall  be  deemed  to be an  original  and all of  which,  taken
together,  shall constitute one and the same document, and shall be effective as
of the date first above written.

     13.  Borrower shall reimburse the  Administrative  Agent for the reasonable
fees and expenses of counsel for the  Administrative  Agent in  connection  with
this First Amendment.


                                       85
<PAGE>


     IN WITNESS WHEREOF,  Borrower,  the Administrative Agent, the Documentation
Agent,  the  Syndication  Agent,  the  Co-Agent and the Lenders have caused this
First Amendment to be executed as of the date first above written.


Address for Notices:                  BORROWER:


20 N. Orange Avenue                   HUGHES SUPPLY, INC.
Suite 200
Orlando, Florida 32801
Attention: J. Stephen Zepf            By:
                                         -------------------------------
                                            J. Stephen Zepf
                                           Treasurer




                                      By:
                                         -------------------------------
                                            Ben Butterfield
                                           Secretary


                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                           REVOLVING CREDIT AGREEMENT]



<PAGE>



Address for Notices:                  SUNTRUST BANK, CENTRAL FLORIDA,
                                      NATIONAL ASSOCIATION, individually and as
200 S. Orange Avenue                  Administrative Agent
MC 2064
Orlando, Florida  32801
Attn:  Mr. William C. Barr            By:
                                         -------------------------------
                                            William C. Barr, III
Telecopy No. 407/237-4076                   First Vice President


Payment Office:

200 S. Orange Avenue
MC 2064
Orlando, Florida 32801

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

Revolving Loan Commitment: $58,750,000.00

Pro Rata Share of Revolving Loan Commitment: 21.36364%



                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                           REVOLVING CREDIT AGREEMENT]


<PAGE>


Address for Notices:                  FIRST UNION NATIONAL BANK, individually
                                      and as Documentation Agent
225 Water Street
4th Floor
Mail Code FL0060
Jacksonville, Florida 32202
Attn: Mr. Mike Carlin                 By:
                                         ------------------------------
Telecopy No. 904/361-3560                Name:
                                         Title:


Payment Office:

100 S. Ashley Drive
Suite 1000
Mail Code FL4009
Tampa, Florida  32602
Attn: Ms. Mary Doonan


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

Revolving Loan Commitment: $45,833,333.33

Pro Rata Share of Revolving Loan Commitment: 16.66667%




                     [SIGNATURE PAGE TO FIRST AMENDMENT TO
                           REVOLVING CREDIT AGREEMENT]



<PAGE>




Address for Notices:                  BANK OF AMERICA, N.A., formerly known as
                                      NATIONSBANK, N.A., individually and as
                                      Syndication Agent
100 SE 2nd Street, 14th Floor
Miami, Florida 33131
Attn: Mr. Richard Starke              By:
                                         -------------------------------
Telecopy No.                             Name:
                                         Title:


Payment Office:

Bank of America, N.A.
101 N. Tryon Street
Charlotte, North Carolina  28255
Attn: Ms. Deon Wright

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

Revolving Loan Commitment: $50,833,333.33

Pro Rata Share of Revolving Loan Commitment: 18.48485%




                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                           REVOLVING CREDIT AGREEMENT]


<PAGE>


Address for Notices:                  SOUTHTRUST BANK, NATIONAL
                                      ASSOCIATION, individually and as Co-Agent
420 North 20th Street
Birmingham, AL 35203
Attn: Florida Corporate Banking
(Orlando)
Telecopy No. 727/898-5319             By:
                                         -------------------------------
                                         Name:
                                         Title:
Payment Office:

P.O. Box 830716
Birmingham, AL 35283-0716
Attn: Ms. Joanne Gundling (727/825-2733)

Telecopy No. 727/898-5419

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

Revolving Loan Commitment: $30,000,000

Pro Rata Share of Revolving Loan Commitment: 10.90909%




                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                           REVOLVING CREDIT AGREEMENT]



<PAGE>




Address for Notices:
                                      ABN AMRO BANK, N.V.
Southwest Financial Center
200 S. Biscayne Boulevard, 22nd Floor
Miami, Florida 33131-5311

Attn: Ms. Deborah Day Orozco

Telecopy No.  (305)372-2397           By:
                                         -------------------------------
                                         Name:
                                         Title:


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

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

Revolving Loan Commitment: $22,916,666.67

Pro Rata Share of Revolving Loan Commitment: 8.33333%




                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                           REVOLVING CREDIT AGREEMENT]



<PAGE>



Address for Notices:                  PNC BANK, N.A.

249 5th Avenue
Pittsburgh, Pennsylvania 15222
Attn: Mr. Doug King

 Telecopy No.  412/762-6484           By:
                                         -------------------------------
                                         Name:
                                         Title:
Payment Office:


Two PNC Plaza/ Liberty Avenue.
Pittsburgh, Pennsylvania 15222
Attn: Ms. Joan McMahon

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

Revolving Loan Commitment: $18,750,000.00

Pro Rata Share of Revolving Loan Commitment: 6.81818%




                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                           REVOLVING CREDIT AGREEMENT]



<PAGE>


Address for Notices:

                                      WACHOVIA BANK, N.A.
191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Mr. Bill McCamey

Telecopy No.  (404)332-5016           By:
                                         -------------------------------
                                         Name:
                                         Title:
Payment Office:

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Ms. Sharon Westmoreland


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

Revolving Loan Commitment: $22,916,666.67

Pro Rata Share of Revolving Loan Commitment: 8.33333%



                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                           REVOLVING CREDIT AGREEMENT]


<PAGE>



Address for Notices:                  THE FIFTH THIRD BANK

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Mr. Kevin J. Walter

Telecopy No.  513/579-5226            By:
                                         -------------------------------
                                         Name:
                                         Title:
Payment Office:

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Ms. Megan Heisel

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

Revolving Loan Commitment: $13,750,000.00

Pro Rata Share of Revolving Loan Commitment: 5.00000%


Address for Notices:                  HIBERNIA NATIONAL BANK

313 Carondelet Street
New Orleans, LA 70130
Attn: Ms. Kristie Peychaud

Telecopy No.  504/533-5344            By:
                                         -------------------------------
                                         Name:
                                         Title:
Payment Office:

313 Carondelet Street
New Orleans, LA 70130
Attn: Ms. Shelly Strada

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

Revolving Loan Commitment: $11,250,000.00

Pro Rata Share of Revolving Loan Commitment: 4.09091%




                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                           REVOLVING CREDIT AGREEMENT]


<PAGE>


                 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO REVOLVING  CREDIT AGREEMENT (this  "Amendment") is
made and entered into as of December 20, 2000, by and among HUGHES SUPPLY,  INC.
("Borrower"),   a  Florida   corporation,   SUNTRUST  BANK,  a  Georgia  banking
corporation and successor by merger to SunTrust Bank, Central Florida,  National
Association,  FIRST UNION NATIONAL BANK, a national banking association, BANK OF
AMERICA,  N.A., a national banking  association,  formerly known as NATIONSBANK,
N.A.,  SOUTHTRUST  BANK, an Alabama  corporation,  formerly  known as SouthTrust
Bank, N.A., ABN AMRO BANK, N.V., a banking corporation  organized under the laws
of the Netherlands,  PNC BANK, N.A., a national  banking  association,  WACHOVIA
BANK,  N.A., a national  banking  association,  THE FIFTH THIRD BANK, a national
banking association,  HIBERNIA NATIONAL BANK, a national banking association and
such other  financial  institutions  becoming a party  hereto  from time to time
(individually,  a "Lender" and collectively,  the "Lenders"),  SUNTRUST BANK, as
administrative  agent for the Lenders  (in such  capacity,  the  "Administrative
Agent"),  FIRST UNION NATIONAL BANK, as documentation  agent for the Lenders (in
such capacity, the "Documentation Agent"), BANK OF AMERICA, N.A., as syndication
agent for the Lenders (in such capacity, the "Syndication Agent") and SOUTHTRUST
BANK, as Co-Agent for the Lenders (in such capacity, the "Co-Agent").

                              W I T N E S S E T H:

     WHEREAS,  the Lenders,  the Administrative  Agent, the Documentation Agent,
the Syndication  Agent,  the Co-Agent and the Borrower are party to that certain
Revolving  Credit  Agreement  dated as of January 26,  1999,  as amended by that
certain First Amendment to Revolving  Credit Agreement dated as of September 29,
1999 (as so amended and as further amended  restated or otherwise  modified from
time to time, the "Revolving Credit  Agreement"),  pursuant to which the Lenders
made available to Borrower credit facilities subject to the terms and conditions
set forth therein;

     WHEREAS,  the Lenders,  the Administrative  Agent, the Documentation Agent,
the  Syndication  Agent,  the Co-Agent and the  Borrower,  at the request of the
Borrower,  desire to amend certain terms of the Revolving Credit Agreement,  all
as more particularly set forth below;

     NOW,  THEREFORE,  in  consideration  of the terms and conditions  contained
herein,  the parties  hereto,  intending to be legally  bound,  hereby amend the
Revolving Credit Agreement and agree as follows:

                                  A. AMENDMENTS

     14.  Section 7.01 of the Revolving  Credit  Agreement is hereby  amended by
adding the following subsections (h) and (i) in order:


                                       97
<PAGE>

          (h)  Indebtedness  consisting  of (x)  Series  A  Senior  Notes  dated
     December  21, 2000 due  November  30,  2003,  with an average life of three
     years in the  aggregate  amount of  $19,000,000  with an  interest  rate of
     8.27%;  (y) Series B Senior Notes dated  December 21, 2000 due November 30,
     2005,  with an  average  life of three  years in the  aggregate  amount  of
     $28,000,000  with an interest rate of 8.27%;  and (z) Series C Senior Notes
     dated December 21, 2000 due November 30, 2007, with an average life of five
     years in the  aggregate  amount of  $103,000,000  with an interest  rate of
     8.42%.

          (i)   Indebtedness   incurred  in   connection   with   financing  the
     construction  of the  Borrower's  new  branch  located  in Miami,  Florida;
     provided that the aggregate  principal  amount of Indebtedness  incurred in
     connection  with  the  Miami  branch  does  not  exceed  $15,000,000;   and
     Indebtedness  incurred in connection with financing the construction of the
     Borrower's  headquarters  located in Orlando,  Florida;  provided  that the
     aggregate principal amount of Indebtedness  incurred in connection with the
     Orlando headquarters does not exceed $25,000,000.

     15.  Section 7.02 of the Revolving  Credit  Agreement is hereby  amended by
replacing  subsection  (f) with the  following  subsection  (f) and  adding  the
following subsection (g) in order:

          (f) any  Lien  on any  property  securing  Indebtedness  described  in
     Section  7.01(i),  incurred for the purpose of financing all or any part of
     the  construction  cost  of such  property  and  any  refinancing  thereof;
     provided that such Lien does not extend to any other property; and

          (g) Liens (other than those permitted by paragraphs (a) through (f) of
     this Section  7.02)  encumbering  assets  having an Asset Value not greater
     than $20,000,000 in the aggregate at any one time.

                                B. MISCELLANEOUS

     1.  Borrower  represents  and  warrants  that after  giving  effect to this
Amendment and the transactions  contemplated  hereby, all of the representations
and warranties set forth in Article V of the Revolving Credit Agreement are true
and  correct in all  material  respects  and no Default or Event of Default  has
occurred and is continuing as of the date hereof.

     2. Except as expressly  provided  herein,  the Revolving  Credit  Agreement
shall continue in full force and effect,  and the unamended terms and conditions
of the Revolving Credit Agreement are expressly incorporated herein and ratified
and  confirmed  in all  respects.  This  Amendment  is not  intended to be or to
create, nor shall it be construed as, a novation or an accord and satisfaction.


                                       98
<PAGE>

     3. From and after  the date  hereof,  references  to the  Revolving  Credit
Agreement  shall be  references  to the  Revolving  Credit  Agreement as amended
hereby.

     4. This  Amendment  constitutes  the entire  agreement  between the parties
hereto with respect to the subject matter hereof. Neither this Amendment nor any
provision  hereof may be changed,  waived,  discharged,  modified or  terminated
orally,  but only by an instrument in writing signed by the parties  required to
be a party thereto pursuant to Section 10.02 of the Revolving Credit Agreement.

     5. THIS  AMENDMENT  SHALL BE GOVERNED IN ALL RESPECTS BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF GEORGIA  (WITHOUT  GIVING
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).

     6. This  Amendment may be executed in any number of  counterparts,  each of
which shall be deemed to be an original and all of which, taken together,  shall
constitute  one and the same  document,  and shall be  effective  as of the date
first above written.

     7. Borrower  shall  reimburse the  Administrative  Agent for the reasonable
fees and expenses of counsel for the  Administrative  Agent in  connection  with
this Amendment.


                                       99
<PAGE>



     IN WITNESS WHEREOF,  Borrower,  the Administrative Agent, the Documentation
Agent,  the  Syndication  Agent,  the  Co-Agent and the Lenders have caused this
Amendment to be executed as of the date first above written.


Address for Notices:                  BORROWER:

20 N. Orange Avenue                   HUGHES SUPPLY, INC.
Suite 200
Orlando, Florida 32801
Attention: J. Stephen Zepf            By:
                                         -------------------------------
                                         J. Stephen Zepf
                                         Treasurer




                                      Attest:
                                             ---------------------------
                                             Ben Butterfield
                                             Secretary




       [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]


<PAGE>



Address for Notices:                  SUNTRUST BANK, successor by merger to
                                      SunTrust Bank, Central Florida, National
                                      Association, as a Lender and as
200 S. Orange Avenue                  Administrative Agent
MC 2064
Orlando, Florida  32801
Attn:  Mr. William C. Barr


Telecopy No. 407/237-4076             By:
                                        --------------------------------
                                        William C. Barr, III
Payment Office:                         Vice President

200 S. Orange Avenue
MC 2064
Orlando, Florida 32801

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

Revolving Loan Commitment: $58,750,000.00

Pro Rata Share of Revolving Loan Commitment: 21.36364%




       [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]


<PAGE>



Address for Notices:                  FIRST UNION NATIONAL BANK, as a Lender
                                      and as Documentation Agent
225 Water Street
4th Floor
Mail Code FL0060
Jacksonville, Florida 32202
Attn: Mr. Mike Carlin                 By:
                                         -------------------------------
                                         Name:
Telecopy No. 904/361-3560                Title:


Payment Office:

100 S. Ashley Drive
Suite 1000
Mail Code FL4009
Tampa, Florida  32602
Attn: Ms. Mary Doonan


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

Revolving Loan Commitment: $45,833,333.33

Pro Rata Share of Revolving Loan Commitment: 16.66667%




       [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]


<PAGE>



Address for Notices:                  BANK OF AMERICA, N.A., formerly known as
                                      NATIONSBANK, N.A., as a Lender and as
                                      Syndication Agent
100 SE 2nd Street, 14th Floor
Miami, Florida 33131
Attn: Mr. Richard Starke              By:
                                         -------------------------------
Telecopy No.                             Name:
                                         Title:

Payment Office:

Bank of America, N.A.
101 N. Tryon Street
Charlotte, North Carolina  28255
Attn: Ms. Deon Wright

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

Revolving Loan Commitment: $50,833,333.33

Pro Rata Share of Revolving Loan Commitment: 18.48485%




       [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]



<PAGE>


Address for Notices:                  SOUTHTRUST BANK, formerly known as
                                      SouthTrust Bank, N.A., as a Lender and as
                                      Co-Agent
420 North 20th Street
Birmingham, AL 35203
Attn: Florida Corporate Banking

Telecopy No. 727/898-5319             By:
                                         -------------------------------
                                         Name:
                                         Title:
Payment Office:

P.O. Box 830716
Birmingham, AL 35283-0716
Attn: Ms. Joanne Gundling (727/825-2733)

Telecopy No. 727/898-5419

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

Revolving Loan Commitment: $30,000,000

Pro Rata Share of Revolving Loan Commitment: 10.90909%




       [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]


<PAGE>



Address for Notices:
                                      ABN AMRO BANK, N.V.

208 South LaSalle Street, Suite 1500
Chicago, Illinois 60604
Attn:  Credit Administration
Telecopy No. 312/992-5111             By:
                                         -------------------------------
                                         Name:
                                         Title:
and

One Ravinia Drive, Suite 1200
Atlanta, Georgia  30346
Attn:  Mr. Pat Fischer
Telecopy No. 770/399-7397


Payment Office:

208 South LaSalle Street, Suite 1500
Chicago, Illinois 60604
Attn:  Loan Administration


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

Revolving Loan Commitment: $22,916,666.67

Pro Rata Share of Revolving Loan Commitment: 8.33333%




       [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]


<PAGE>




Address for Notices:                  PNC BANK, N.A.

249 5th Avenue
Pittsburgh, Pennsylvania 15222
Attn: Mr. Doug King                   By:
                                         -------------------------------
Telecopy No.  412/762-6484               Name:
                                         Title:


Payment Office:

Two PNC Plaza/ Liberty Avenue.
Pittsburgh, Pennsylvania 15222
Attn: Ms. Joan McMahon

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

Revolving Loan Commitment: $18,750,000.00

Pro Rata Share of Revolving Loan Commitment: 6.81818%




       [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]


<PAGE>



Address for Notices:
                                      WACHOVIA BANK, N.A.
191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Mr. Bill McCamey

Telecopy No.  404/332-5016            By:
                                         -------------------------------
                                         Name:
                                         Title:
Payment Office:

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Ms. Sharon Westmoreland


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

Revolving Loan Commitment: $22,916,666.67

Pro Rata Share of Revolving Loan Commitment: 8.33333%




       [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]



<PAGE>



Address for Notices:                  THE FIFTH THIRD BANK

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Mr. Kevin J. Walter

Telecopy No.  513/579-5226               By:
                                            ----------------------------
                                         Name:
                                         Title:

Payment Office:

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Ms. Megan Heisel

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

Revolving Loan Commitment: $13,750,000.00

Pro Rata Share of Revolving Loan Commitment: 5.00000%



       [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]


<PAGE>



Address for Notices:                  HIBERNIA NATIONAL BANK

313 Carondelet Street
New Orleans, LA 70130
Attn: Ms. Kristie Peychaud            By:_______________________________
                                         Name:
Telecopy No.  504/533-5344               Title:


Payment Office:

313 Carondelet Street
New Orleans, LA 70130
Attn: Ms. Shelly Strada

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

Revolving Loan Commitment: $11,250,000.00

Pro Rata Share of Revolving Loan Commitment: 4.09091%




       [SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT]


                                      109
<PAGE>




</TEXT>
</DOCUMENT>
