STEIN MART INC
REVOLVING CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>q2ndquarter2001credit.txt
<DESCRIPTION>REVOLVING CREDIT AGREEMENT
<TEXT>


                                                                     EXHIBIT 10a


                           REVOLVING CREDIT AGREEMENT



                            dated as of June 28, 2001



                                      among



                                STEIN MART, INC.

                                   as Borrower



                   THE LENDERS FROM TIME TO TIME PARTY HERETO



                                       and



                                  SUNTRUST BANK

                             as Administrative Agent



                               FLEET NATIONAL BANK

                              as Syndication Agent



                            FIRST UNION NATIONAL BANK

                             as Documentation Agent

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



                    SUNTRUST EQUITABLE SECURITIES CORPORATION

                        as Lead Arranger and Book Manager





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<TABLE>
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                                TABLE OF CONTENTS

                                                                                      Page
<S>                                                                                    <C>
ARTICLE I DEFINITIONS; CONSTRUCTION......................................................1
   Section 1.1    Definitions............................................................1
   Section 1.2    Classifications of Loans and Borrowings...............................14
   Section 1.3    Accounting Terms and Determination....................................14
   Section 1.4    Terms Generally.......................................................14
ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS..........................................15
   Section 2.1    General Description of Facilities.....................................15
   Section 2.2    Revolving Loans.......................................................15
   Section 2.3    Procedure for Revolving Borrowings....................................15
   Section 2.4    Swingline Loans.......................................................16
   Section 2.5    Procedure for Swingline Borrowing; Etc................................16
   Section 2.6    Funding of Borrowings.................................................17
   Section 2.7    Interest Elections....................................................17
   Section 2.8    Optional Reduction and Termination of Commitments.....................18
   Section 2.9    Repayment of Loans....................................................18
   Section 2.10   Evidence of Indebtedness..............................................19
   Section 2.11   Prepayments...........................................................19
   Section 2.12   Interest on Loans.....................................................20
   Section 2.13   Fees..................................................................20
   Section 2.14   Computation of Interest and Fees......................................21
   Section 2.15   Inability to Determine Interest Rates.................................21
   Section 2.16   Illegality............................................................21
   Section 2.17   Increased Costs.......................................................22
   Section 2.18   Funding Indemnity.....................................................23
   Section 2.19   Taxes.................................................................23
   Section 2.20   Payments Generally; Pro Rata Treatment; Sharing of Set-offs...........24
   Section 2.21   Mitigation of Obligations; Replacement of Lenders.....................25
   Section 2.22   Letters of Credit.....................................................26
ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT.........................29
   Section 3.1    Conditions To Effectiveness...........................................29
   Section 3.2    Each Credit Event.....................................................30
   Section 3.3    Delivery of Documents.................................................30
ARTICLE IV REPRESENTATIONS AND WARRANTIES...............................................30
   Section 4.1    Existence; Power......................................................31
   Section 4.2    Organizational Power; Authorization...................................31
   Section 4.3    Governmental Approvals; No Conflicts..................................31
   Section 4.4    Financial Statements..................................................31
   Section 4.5    Litigation and Environmental Matters..................................31
   Section 4.6    Compliance with Laws and Agreements...................................32
   Section 4.7    Investment Company Act, Etc...........................................32
   Section 4.8    Taxes.................................................................32
   Section 4.9    Margin Regulations....................................................32
   Section 4.10   ERISA.................................................................32
   Section 4.11   Ownership of Property.................................................32
   Section 4.12   Disclosure............................................................32
   Section 4.13   Labor Relations.......................................................33
   Section 4.14   Eligible Inventory....................................................33
   Section 4.15   Subsidiaries..........................................................33
ARTICLE V AFFIRMATIVE COVENANTS.........................................................33
   Section 5.1    Financial Statements and Other Information............................33
   Section 5.2    Notices of Material Events............................................34
   Section 5.3    Existence; Conduct of Business........................................35

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   Section 5.4    Compliance with Laws, Etc.............................................35
   Section 5.5    Payment of Obligations................................................35
   Section 5.6    Books and Records.....................................................35
   Section 5.7    Visitation, Inspection, Etc...........................................35
   Section 5.8    Maintenance of Properties; Insurance..................................35
   Section 5.9    Use of Proceeds and Letters of Credit.................................35
   Section 5.10   Additional Subsidiaries...............................................36
   Section 5.11   Eligible Inventory....................................................36
ARTICLE VI FINANCIAL COVENANTS..........................................................36
   Section 6.1    Consolidated Adjusted Debt to Consolidated EBITDAR Ratio..............36
   Section 6.2    Fixed Charge Coverage Ratio...........................................36
   Section 6.3    Consolidated Net Worth................................................36
ARTICLE VII NEGATIVE COVENANTS..........................................................36
   Section 7.1    Indebtedness..........................................................37
   Section 7.2    Negative Pledge.......................................................37
   Section 7.3    Fundamental Changes...................................................38
   Section 7.4    Investments, Loans, Etc...............................................38
   Section 7.5    Restricted Payments...................................................39
   Section 7.6    Sale of Assets........................................................39
   Section 7.7    Transactions with Affiliates..........................................39
   Section 7.8    Restrictive Agreements................................................39
   Section 7.9    Sale and Leaseback Transactions.......................................40
   Section 7.10   Hedging Agreements....................................................40
   Section 7.11   Amendment to Material Documents.......................................40
   Section 7.12   Accounting Changes....................................................40
   Section 7.13   Eligible Inventory....................................................41
ARTICLE VIII EVENTS OF DEFAULT..........................................................41
   Section 8.1    Events of Default.....................................................41
ARTICLE IX THE ADMINISTRATIVE AGENT.....................................................43
   Section 9.1    Appointment of Administrative Agent...................................43
   Section 9.2    Nature of Duties of Administrative Agent..............................43
   Section 9.3    Lack of Reliance on the Administrative Agent..........................44
   Section 9.4    Certain Rights of the Administrative Agent............................44
   Section 9.5    Reliance by Administrative Agent......................................44
   Section 9.6    The Administrative Agent in its Individual Capacity...................44
   Section 9.7    Successor Administrative Agent........................................44
ARTICLE X MISCELLANEOUS.................................................................45
   Section 10.1   Notices...............................................................45
   Section 10.2   Waiver; Amendments....................................................46
   Section 10.3   Expenses; Indemnification.............................................47
   Section 10.4   Successors and Assigns................................................48
   Section 10.5   Governing Law; Jurisdiction; Consent to Service of Process............49
   Section 10.6   WAIVER OF JURY TRIAL..................................................50
   Section 10.7   Right of Setoff.......................................................50
   Section 10.8   Counterparts; Effectiveness of Agreement; Integration.................50
   Section 10.9   Survival..............................................................50
   Section 10.10   Severability.........................................................51
   Section 10.11   Confidentiality......................................................51
   Section 10.12   Interest Rate Limitation.............................................51
</TABLE>






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<TABLE>
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* SCHEDULES AND EXHIBITS HAVE BEEN OMITTED FROM EXHIBIT 10A.

Schedules*
        <S>                        <C>     <C>
         Schedule I........         -       Pricing Grid
         Schedule 4.5......         -       Environmental Matters
         Schedule 4.14.....         -       Business Locations of Borrower and Its Subsidiaries
         Schedule 4.15.....         -       Subsidiaries
         Schedule 7.1......         -       Outstanding Indebtedness
         Schedule 7.2......         -       Existing Liens
         Schedule 7.4......         -       Existing Investments
         Schedule 7.11.....         -       Material Contracts
         Schedule I-D......         -       To the Subsidiary Guarantee Agreement
         Schedule I-E......         -       To the Indemnity, Subrogation and Contribution Agreement
         Schedule I-E-1....         -       To Supplement No.___ to the Indemnity, Subrogation and Contribution
                                            Agreement

         Annex I-D.........         -       To the Subsidiary Guarantee Agreement
         Annex I-E.........         -       To the Indemnity, Subrogation and Contribution Agreement


Exhibits*

         Exhibit A.........         -       Revolving Credit Note
         Exhibit B.........         -       Swingline Note
         Exhibit C.........         -       Form of Assignment and Acceptance
         Exhibit D.........         -       Form of Subsidiary Guarantee Agreement
         Exhibit E ........         -       Form of Indemnity, Subrogation and Contribution Agreement

         Exhibit 2.1.......         -       Borrowing Availability Certificate
         Exhibit 2.3.......         -       Notice of Revolving Borrowing
         Exhibit 2.5.......         -       Notice of Swingline Borrowing
         Exhibit 2.7.......         -       Form of Continuation/Conversion
         Exhibit 3.1(b)(iv)         -       Form of Secretary's Certificate of Stein Mart, Inc.
         Exhibit 3.1(b)(vii)        -       Form of Officer's Certificate
         Exhibit 5.1(c)....         -       Form of Covenant Compliance Certificate
</TABLE>


















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                           REVOLVING CREDIT AGREEMENT


     THIS REVOLVING CREDIT AGREEMENT (this "Agreement") is made and entered into
as of June 28, 2001, by and among STEIN MART,  INC., a Florida  corporation (the
"Borrower"),  the several banks and other  financial  institutions  from time to
time party  hereto  (the  "Lenders"),  and  SUNTRUST  BANK,  in its  capacity as
Administrative Agent for the Lenders (the "Administrative Agent").

                              W I T N E S S E T H:

     WHEREAS,   the  Borrower  has  requested  that  the  Lenders   establish  a
$135,000,000 senior revolving credit facility with a $10,000,000 swingline and a
$10,000,000 letter of credit sub-facility thereunder for the Borrower;

     WHEREAS, subject to the terms and conditions of this Agreement, the Lenders
severally,  to the  extent  of their  respective  Commitments,  are  willing  to
establish the requested revolving credit facility for the Borrower.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein contained,  the Borrower,  the Lenders and the Administrative Agent agree
as follows:

                                   ARTICLE I

                            DEFINITIONS; CONSTRUCTION

          Section  1.1  Definitions.  In  addition  to the other  terms  defined
herein, the following terms used herein shall have the meanings herein specified
(to be equally  applicable  to both the  singular  and plural forms of the terms
defined):

          "Adjusted LIBO Rate" shall mean,  with respect to each Interest Period
for a Eurodollar  Borrowing,  the rate per annum  obtained by dividing (i) LIBOR
for such Interest Period by (ii) a percentage equal to 1.00 minus the Eurodollar
Reserve Percentage.

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

          "Administrative  Questionnaire"  shall  mean,  with  respect  to  each
Lender,   an   administrative   questionnaire   in  the  form  prepared  by  the
Administrative Agent and submitted to the Administrative Agent duly completed by
such Lender.

          "Affiliate"  shall  mean,  as to any  Person,  any other  Person  that
directly,  or  indirectly  through  one or  more  intermediaries,  Controls,  is
Controlled by, or is under common Control with, such Person.

          "Aggregate Revolving  Commitments" shall mean the sum of the Revolving
Commitments  of all Lenders at any time  outstanding.  On the Closing Date,  the
Aggregate  Revolving  Commitments  (including  the Swingline  Commitment)  equal
$135,000,000.

          "Applicable  Lending  Office" shall mean, for each Lender and for each
Type of Loan,  the  "Lending  Office" of such  Lender (or an  Affiliate  of such
Lender)  designated  for such Type of Loan in the  Administrative  Questionnaire
submitted by such Lender or such other office of such Lender (or an Affiliate of
such Lender) as such Lender may from time to time specify to the  Administrative
Agent and the  Borrower  as the office by which its Loans of such Type are to be
made and maintained.

          "Applicable  Margin" shall mean,  as of any date,  with respect to all
Eurodollar  Borrowings  and Base Rate  Borrowings  outstanding on such date, the
percentage  per  annum  designated  in the  "Pricing  Grid"  attached

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hereto  as  Schedule  I as  applicable  to  Eurodollar  Borrowings  or Base Rate
Borrowings,  as the case may be, based on the Borrower's  ratio of  Consolidated
Adjusted Debt to  Consolidated  EBITDAR.  The  Applicable  Margin for Eurodollar
Borrowings  shall  initially  be 1.25% and the  Applicable  Margin for Base Rate
Borrowings shall initially be 0.25%;  provided,  however,  that upon delivery to
the Administrative  Agent of the financial statements required by Section 5.1(a)
or (b) and the compliance  certificate required by Section 5.1(c) for the fiscal
quarter June 30, 2001 and for each fiscal  quarter  thereafter,  the  Applicable
Margin shall be reset to the  percentage  designated  in Schedule I based on the
Borrower's ratio of Consolidated  Adjusted Debt to Consolidated  EBITDAR for the
preceding  four fiscal  quarter  period then ending,  measured  quarterly,  such
Applicable  Margin being  effective as of the second  Business Day following the
date that the  Administrative  Agent  receives  such  financial  statements  and
certificate;  provided further,  however, that if at any time the Borrower shall
have failed timely to deliver such  financial  statements and  certificate,  the
Applicable  Margin for Eurodollar  Borrowings  shall be 1.50% and the Applicable
Margin for Base Rate Borrowings shall be 0.50% until such time as such financial
statements and  certificate are delivered,  at which time the Applicable  Margin
shall be determined as provided above.

          "Applicable  Percentage"  shall mean, as of any date,  with respect to
the commitment  fee, the  percentage per annum  designated in the "Pricing Grid"
attached  hereto as  Schedule I based on the  Borrower's  ratio of  Consolidated
Adjusted Debt to Consolidated EBITDAR. The Applicable Percentage shall initially
be 0.25%;  provided,  however, that upon delivery to the Administrative Agent of
the financial  statements  required by Section  5.1(a) or (b) and the compliance
certificate  required by Section 5.1(c) for the fiscal quarter June 30, 2001 and
for each fiscal quarter thereafter,  the Applicable Percentage shall be reset to
the  percentage  designated  in  Schedule  I based  on the  Borrower's  ratio of
Consolidated Adjusted Debt to Consolidated EBITDAR for the preceding four fiscal
quarter period then ending, measured quarterly, such Applicable Percentage being
effective  as  of  the  second   Business  Day   following  the  date  that  the
Administrative   Agent  receives  such  financial  statements  and  certificate;
provided  further,  however,  that if at any time the Borrower shall have failed
timely to deliver such  financial  statements  and  certificate,  the Applicable
Percentage  shall be 0.30%  until  such time as such  financial  statements  and
certificate  are  delivered,  at which time the Applicable  Percentage  shall be
determined as provided above.

          "Assignment  and  Acceptance"  shall mean an assignment and acceptance
entered  into by a Lender and an  assignee  (with the consent of any party whose
consent is  required by Section  10.4(b))  and  accepted  by the  Administrative
Agent,  in the form of Exhibit C attached  hereto or any other form  approved by
the Administrative Agent.

          "Availability  Period" shall mean (a) in case of Revolving Borrowings,
the period from the Closing Date to the Commitment  Termination Date, and (b) in
case of Swingline Borrowings,  the period from the Closing Date to the Swingline
Termination Date.

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

          "Borrower"  shall  have  the  meaning  in the  introductory  paragraph
hereof.

          "Borrowing" shall mean a borrowing consisting of (i) Loans of the same
Class and Type,  made,  converted  or continued on the same date and, in case of
Eurodollar  Loans, as to which a single Interest Period is in effect,  or (ii) a
Swingline Loan.

          "Borrowing  Availability"  shall mean the greatest  amount that may be
borrowed or retained by the  Borrower in respect of the Loans in the  aggregate,
with such maximum amount to equal, at any date of determination  (which date and
determination shall be in the Administrative Agent's reasonable discretion), the
difference between:


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               (a) fifty percent (50%) of all Eligible Inventory,  valued at the
lower of (A) the average cost or (B) market  value,  determined  on a FIFO basis
using the retail inventory method; and

               (b) the sum of the aggregate  Revolving  Credit  Exposures of all
          Lenders;

          provided,  however,  that  the  Borrower  shall  not in any  event  be
permitted to borrow or retain more than the Aggregate Revolving Commitments then
in effect, irrespective of the size of the Borrowing Availability.

          "Borrowing Availability  Certificate" shall have the meaning set forth
in Section 2.1.

          "Business Day" shall mean (i) any day other than a Saturday, Sunday or
other day on which  commercial  banks in  Atlanta,  Georgia  are  authorized  or
required  by law to close  and (ii) if such day  relates  to a  Borrowing  of, a
payment or  prepayment  of principal or interest on, a conversion of or into, or
an Interest Period for, a Eurodollar Loan or a notice with respect to any of the
foregoing,  any day on which  dealings  in Dollars  are carried on in the London
interbank market.

          "Capital Expenditures" shall mean for any period, without duplication,
(a)  the   additions  to  property,   plant  and  equipment  and  other  capital
expenditures  of the  Borrower and its  Subsidiaries  that are (or would be) set
forth on a consolidated  statement of cash flows of the Borrower for such period
prepared in accordance with GAAP and (b) Capital Lease  Obligations  incurred by
the Borrower and its Subsidiaries during such period.

          "Capital Lease  Obligations"  of any Person shall mean all obligations
of such  Person  to pay  rent  or  other  amounts  under  any  lease  (or  other
arrangement  conveying  the  right  to use)  real  or  personal  property,  or a
combination  thereof,  which  obligations  are  required  to be  classified  and
accounted  for as capital  leases on a balance  sheet of such Person under GAAP,
and the  amount of such  obligations  shall be the  capitalized  amount  thereof
determined in accordance with GAAP.

          "Change in Control"  shall mean the  occurrence  of one or more of the
following events:  (a) any sale, lease,  exchange or other transfer (in a single
transaction or a series of related  transactions) of all or substantially all of
the assets of the  Borrower to any Person or "group"  (within the meaning of the
Securities  Exchange  Act of 1934 and the rules of the  Securities  and Exchange
Commission  thereunder in effect on the date  hereof),  (b) the  acquisition  of
ownership,  directly or  indirectly,  beneficially  or of record,  by any Person
(other than Jay Stein) or "group" (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange  Commission  thereunder
as in effect on the date hereof) of 30% or more of the outstanding shares of the
voting stock of the Borrower or, if greater,  such percentage of the outstanding
shares of the voting stock of the Borrower which results in such Person or group
owning, directly or indirectly,  beneficially or of record, a greater percentage
of such stock than is owned, directly or indirectly,  beneficially or of record,
by Jay Stein (including any trust or holding company  established by him to hold
his shares and which is under his  Control and  including  his  estate);  or (c)
occupation  of a majority of the seats (other than vacant seats) on the board of
directors  of the  Borrower by Persons who were  neither  (i)  nominated  by the
current board of directors or (ii) appointed by directors so nominated.

          "Change in Law" shall mean (i) the  adoption  of any  applicable  law,
rule or  regulation  after the date of this  Agreement,  (ii) any  change in any
applicable  law,  rule or  regulation,  or any change in the  interpretation  or
application  thereof,  by any  Governmental  Authority  after  the  date of this
Agreement,  or (iii) compliance by any Lender (or its Applicable Lending Office)
or the Issuing Bank (or for purposes of Section 2.17(b), by such Lender's or the
Issuing Bank's holding company,  if applicable)  with any request,  guideline or
directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement.

          "Class",  when used in reference to any Loan or  Borrowing,  refers to
whether such Loan, or the Loans  comprising such Borrowing,  are Revolving Loans
or  Swingline  Loans and when used in  reference  to any  Commitment,  refers to
whether such Commitment is a Revolving Commitment or a Swingline Commitment.

          "Closing Date" shall mean the date on which the  conditions  precedent
set  forth in  Section  3.1 and  Section  3.2 have been  satisfied  or waived in
accordance with Section 10.2.


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          "Code" shall mean the Internal Revenue Code of 1986, as amended and in
effect from time to time.

          "Commitment"  shall  mean  a  Revolving   Commitment  or  a  Swingline
Commitment or any combination thereof (as the context shall permit or require).

          "Commitment Termination Date" shall mean the earliest of (a) June ___,
2004, (b) the date on which the Revolving Commitments are terminated pursuant to
Section  2.8 and (c) the  date on  which  all  amounts  outstanding  under  this
Agreement  have been  declared  or have  automatically  become  due and  payable
(whether by acceleration or otherwise).

          "Consolidated   Adjusted   Debt"  shall  mean,   as  of  any  date  of
determination,  (a) Consolidated Total Debt, plus (b) to the extent not included
in  clause  (a),  the  present  value of all  lease  obligations  arising  under
operating  leases  of the  Borrower  and its  Subsidiaries  as  determined  on a
consolidated  basis in  accordance  with GAAP,  applying a discount  rate of ten
percent (10%).

          "Consolidated   EBITDA"   shall  mean,   for  the   Borrower  and  its
Subsidiaries for any period ending on the date of computation thereof, an amount
equal to the difference of, without duplication, (a) the sum of (i) Consolidated
Net  Income for such  period  plus (ii) to the extent  deducted  in  determining
Consolidated Net Income for such period, (A) Consolidated  Interest Expense, (B)
income  tax  expense,  (C)  depreciation  and  amortization,  and (D) all  other
non-cash charges,  less (b) the sum of (i) to the extent included in determining
Consolidated  Net Income for such period,  any non-cash  credits,  plus (ii) any
cash  outflows  for such  period that relate to prior  period  non-cash  charges
included  in  determining   Consolidated  EBITDA  for  such  prior  period,  all
determined on a consolidated basis in accordance with GAAP.

          "Consolidated   EBITDAR"   shall  mean,   for  the  Borrower  and  its
Subsidiaries for any period ending on the date of computation thereof, an amount
equal to the sum of (a) Consolidated EBITDA and (b)~Consolidated Lease Expense.

          "Consolidated  Fixed  Charges"  shall mean,  for the  Borrower and its
Subsidiaries for any period ending on the date of computation  thereof,  the sum
(without  duplication) of (a) Consolidated  Interest Expense for such period and
(b) Consolidated Lease Expense for such period.

          "Consolidated  Interest  Expense" shall mean, for the Borrower and its
Subsidiaries  for  any  period  ending  on  the  date  of  computation  thereof,
determined on a consolidated basis in accordance with GAAP, the sum of (a) total
interest expense,  including without  limitation,  the interest component of any
payments in respect of Capital Lease Obligations  during such period (whether or
not actually paid during such period) plus (b) the net amount  payable (or minus
the net amount  receivable) under Hedging Agreements during such period (whether
or not actually paid or received during such period).

          "Consolidated Lease Expense" shall mean, for any period, the aggregate
amount  of  fixed  and  contingent  rentals  payable  by the  Borrower  and  its
Subsidiaries  with  respect to leases of real and personal  property  (excluding
Capital Lease Obligations) determined on a consolidated basis in accordance with
GAAP for such period.

          "Consolidated  Net Income" shall mean, for any period,  the net income
(or loss) of the Borrower and its Subsidiaries  for such period  determined on a
consolidated  basis in accordance  with GAAP,  but  excluding  therefrom (to the
extent otherwise  included therein) (a) any extraordinary  gains or losses,  (b)
any gains  attributable  to write-ups of assets,  (c) any equity interest of the
Borrower or any Subsidiary in the unremitted  earnings of any Person that is not
a  Subsidiary  and (d) any income (or loss) of any Person  accrued  prior to the
date it becomes a Subsidiary or is merged into or consolidated with the Borrower
or any  Subsidiary  on the date that such  Person's  assets are  acquired by the
Borrower or any Subsidiary.

          "Consolidated  Net Worth"  shall mean,  as of any date,  (a) the total
assets  of  the  Borrower  and  its  Subsidiaries  that  would be  reflected  on
the   Borrower's  consolidated  balance  sheet  as  of  such  date  prepared  in

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<PAGE>
accordance with GAAP,  after  eliminating all amounts  properly  attributable to
minority interests, if any, in the stock and surplus of Subsidiaries,  minus (b)
the  total  liabilities  of the  Borrower  and its  Subsidiaries  that  would be
reflected on the consolidated balance sheet of the Borrower and its Subsidiaries
as of such date prepared in accordance with GAAP.

          "Consolidated Total Debt" shall mean, as of any date of determination,
all Indebtedness of the Borrower and its  Subsidiaries  (other than as described
in subsection (k) under the definition of "Indebtedness" herein) including,  but
not limited to, all of the Obligations.

          "Control" shall mean the power, directly or indirectly,  either to (i)
vote 5% or more of securities  having  ordinary voting power for the election of
directors (or persons  performing  similar functions) of a Person or (ii) direct
or cause the  direction  of the  management  and  policies of a Person,  whether
through the ability to exercise  voting  power,  by contract or  otherwise.  The
terms  "Controlling",  "Controlled  by", and "under  common  Control  with" have
meanings correlative thereto.

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

          "Default  Interest"  shall  have the  meaning  set  forth  in  Section
2.12(c).

          "Dollar(s)"  and the sign "$" shall  mean  lawful  money of the United
States of America.

          "Eligible Inventory" shall mean, as of any date of determination,  all
Inventory of the Borrower and its Subsidiaries excluding, however, (a) consigned
inventory,  (b) packaging and shipping materials,  (c) software  inventory,  (d)
inventory which does not meet standards  imposed by any governmental  agency, or
department,  or division having regulatory  authority over such goods, their use
or sale,  (e) inventory  which is no longer usable or saleable in the Borrower's
or such  Subsidiary's  normal  course of business,  (f) any  inventory  which is
subject to any Lien,  other  than a  Permitted  Purchase  Money  Inventory  Lien
(provided,  that such Permitted  Purchase Money  Inventory Lien is discharged by
payment  within 20 days of the delivery of such Inventory to the Borrower or any
Subsidiary),  and (g) any other  inventory that in the reasonable  discretion of
the Administrative Agent is not Eligible Inventory.

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

          "Environmental  Liability"  shall mean any  liability,  contingent  or
otherwise   (including  any  liability  for  damages,   costs  of  environmental
investigation and remediation, costs of administrative oversight, fines, natural
resource damages,  penalties or indemnities),  of the Borrower or any Subsidiary
directly or  indirectly  resulting  from or based upon (a) any actual or alleged
violation  of  any  Environmental  Law,  (b)  the  generation,   use,  handling,
transportation,  storage,  treatment or disposal of any Hazardous Materials, (c)
any actual or alleged  exposure to any Hazardous  Materials,  (d) the Release or
threatened Release of any Hazardous Materials or (e) any contract,  agreement or
other consensual  arrangement  pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

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

          "ERISA  Affiliate"  shall mean any trade or  business  (whether or not
incorporated),  which,  together  with  the  Borrower,  is  treated  as a single
employer  under Section 414(b) or (c) of the Code or, solely for the purposes of
Section  302 of ERISA  and  Section  412 of the  Code,  is  treated  as a single
employer under Section 414 of the Code.



{OR396390;8}                           5


<PAGE>
          "ERISA  Event" shall mean (a) any  "reportable  event",  as defined in
Section 4043 of ERISA or the  regulations  issued  thereunder  with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an  "accumulated  funding  deficiency" (as
defined in  Section  412 of the Code or  Section  302 of ERISA),  whether or not
waived;  (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an  application  for a waiver of the minimum  funding  standard with
respect to any Plan;  (d) the  incurrence  by the  Borrower  or any of its ERISA
Affiliates  of any  liability  under  Title  IV of  ERISA  with  respect  to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA  Affiliate
from  the  PBGC or a plan  administrator  appointed  by the  PBGC of any  notice
relating to an intention to terminate  any Plan or Plans or to appoint a trustee
to administer  any Plan;  (f) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Plan or  Multiemployer  Plan; or (g) the receipt by the Borrower or any
ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any ERISA  Affiliate of any notice,  concerning  the  imposition  of
Withdrawal  Liability or a  determination  that a  Multiemployer  Plan is, or is
expected to be, insolvent or in  reorganization,  within the meaning of Title IV
of ERISA.

          "Eurodollar"  when used in reference to any Loan or Borrowing,  refers
to whether such Loan, or the Loans comprising such Borrowing,  bears interest at
a rate determined by reference to the Adjusted LIBO Rate.

          "Eurodollar  Reserve  Percentage"  shall  mean  the  aggregate  of the
maximum  reserve  percentages  (including,  without  limitation,  any emergency,
supplemental,  special  or  other  marginal  reserves)  expressed  as a  decimal
(rounded  upwards  to the next  1/100th of 1%) in effect on any day to which the
Administrative  Agent is subject with respect to the Adjusted LIBO Rate pursuant
to  regulations  issued by the Board of Governors of the Federal  Reserve System
(or any  Governmental  Authority  succeeding to any of its principal  functions)
with respect to eurocurrency  funding  (currently  referred to as  "eurocurrency
liabilities" under Regulation D). Eurodollar Loans shall be deemed to constitute
eurocurrency  funding  and to be subject to such  reserve  requirements  without
benefit of or credit for proration,  exemptions or offsets that may be available
from time to time to any  Lender  under  Regulation  D. The  Eurodollar  Reserve
Percentage  shall be adjusted  automatically  on and as of the effective date of
any change in any reserve percentage.

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

          "Excluded Taxes" shall mean with respect to the Administrative  Agent,
any Lender, the Issuing Bank or any other recipient of any payment to be made by
or on  account  of any  obligation  of the  Borrower  hereunder,  (a)  income or
franchise  taxes imposed on (or measured by) its net income by the United States
of America,  or by the  jurisdiction  under the laws of which such  recipient is
organized  or in which its  principal  office is located  or, in the case of any
Lender,  in which its  applicable  lending  office is  located,  (b) any  branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located, (c) in the case of a
Foreign  Lender  (other than an assignee  pursuant to a request by the  Borrower
under Section  2.21(b)),  any withholding tax that is imposed on amounts payable
to such Foreign  Lender at the time such Foreign  Lender becomes a party to this
Agreement  (or  designates  a new  lending  office) or is  attributable  to such
Foreign Lender's  failure to comply with Section  2.19(e),  except to the extent
that such Foreign Lender (or its assignor,  if any) was entitled, at the time of
designation  of a new  lending  office (or  assignment),  to receive  additional
amounts  from the  Borrower  with  respect to such  withholding  tax pursuant to
Section 2.19(a) and (d) except as otherwise  provided herein, any gross receipts
and value  added  taxes  relating  to any  amounts  paid by the  Borrower to any
Lender.

          "Federal  Funds  Rate"  shall  mean,  for any day,  the rate per annum
(rounded upwards, if necessary, to the next 1/100th of 1%) equal 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 by
the Federal Reserve Bank of New York on the next  succeeding  Business Day or if
such rate is not so published  for any Business  Day, the Federal Funds Rate for
such day shall be the average rounded upwards, if necessary, to the next 1/100th
of 1% 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.



{OR396390;8}                           6


<PAGE>
          "Fixed  Charge  Coverage  Ratio"  shall  mean,  for any period of four
consecutive  fiscal  quarters  of the  Borrower,  the ratio of  (a)~Consolidated
EBITDAR for such period to (b)~Consolidated Fixed Charges for such period.

          "Foreign  Lender"  shall mean any Lender that is  organized  under the
laws of a  jurisdiction  other than that of the  Borrower.  For purposes of this
definition, the United States of America or any State thereof or the District of
Columbia shall constitute one jurisdiction.

          "Foreign  Subsidiary"  shall mean any  Subsidiary  which is  organized
under the laws of a jurisdiction  other than the United States of America or any
State thereof or the District of Columbia.

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

          "Governmental  Authority"  shall  mean the  government  of the  United
States of  America,  any  other  nation or any  political  subdivision  thereof,
whether state or local, and any agency, authority,  instrumentality,  regulatory
body,  court,  central bank or other entity exercising  executive,  legislative,
judicial,  taxing,  regulatory  or  administrative  powers  or  functions  of or
pertaining to government.

          "Guarantee"  of or by any  Person  (the  "guarantor")  shall  mean any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of  guaranteeing  any  Indebtedness  or other  obligation of any
other  Person  (the  "primary  obligor")  in any  manner,  whether  directly  or
indirectly and including any  obligation,  direct or indirect,  of the guarantor
(a) to purchase or pay (or advance or supply  funds for the  purchase or payment
of) such  Indebtedness  or other  obligation  or to  purchase  (or to advance or
supply funds for the purchase of) any security for the payment  thereof,  (b) to
purchase or lease  property,  securities or services for the purpose of assuring
the owner of such  Indebtedness or other obligation of the payment thereof,  (c)
to maintain  working  capital,  equity capital or any other financial  statement
condition  or  liquidity  of the  primary  obligor so as to enable  the  primary
obligor to pay such  Indebtedness of other obligation or (d) as an account party
in respect of any  letter of credit or letter of  guaranty  issued in support of
such Indebtedness or obligation;  provided,  that the term "Guarantee" shall not
include  endorsements  for  collection  of  deposits in the  ordinary  course of
business  with  respect  to credit  card  receipts,  checks  or other  items for
collection,  or any  obligations  with  respect  to  merchandise  warranties  or
exchange  programs or any  obligations  under leases to reimburse  landlords for
common area expenses, taxes, insurance and the like all incurred in the ordinary
course of business.  The amount of any Guarantee shall be deemed to be an amount
equal to the stated or determinable  amount of the primary obligation in respect
of which  Guarantee  is made or, if not so stated or  determinable,  the maximum
reasonably  anticipated  liability in respect  thereof  (assuming such Person is
required to perform  thereunder) as determined by such Person in good faith. The
term "Guarantee" used as a verb has a corresponding meaning.

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

          "Hedging  Agreements"  shall mean  interest  rate swap,  cap or collar
agreements,  interest rate future or option contracts, currency swap agreements,
currency future or option  contracts,  foreign  exchange  agreements,  commodity
agreements  and other  similar  agreements or  arrangements  designed to protect
against fluctuations in interest rates, currency values or commodity values.

          "Indebtedness" of any Person shall mean,  without  duplication (a) all
obligations  of such  Person  for  borrowed  money, (b) all obligations  of such
Person evidenced by bonds, debentures,  notes or other similar instruments,  (c)
all  obligations  of such Person in respect of the  deferred  purchase  price of
property or services (other than trade payables  incurred in the ordinary course
of business;  provided,  that trade payables overdue by more than 120 days shall
be  included  in this  definition  except to the  extent  that any of such trade
payables are being disputed in good faith and by appropriate measures),  (d) all
obligations of such Person under any  conditional  sale or other title retention
agreement(s) relating to property acquired by such Person, (e) all Capital Lease
Obligations of such

{OR396390;8}                           7


<PAGE>
Person, (f) all obligations,  contingent or otherwise, of such Person in respect
of  letters  of  credit  (provided,  that for  purposes  of  calculation  of the
financial covenants contained in Article VI, obligations of the Borrower and its
Subsidiaries  in respect to trade letters of credit  permitted by Section 7.1(g)
shall not be included in this definition),  acceptances or similar extensions of
credit, (g) all Guarantees of such Person of the type of Indebtedness  described
in clauses (a) through (f) above,  (h) all Indebtedness of a third party secured
by any Lien on property owned by such Person,  whether or not such  Indebtedness
has been assumed by such Person, (i) all obligations of such Person,  contingent
or otherwise,  to purchase,  redeem,  retire or otherwise  acquire for value any
common  stock  of  such  Person,  (j)  Off-Balance  Sheet  Liabilities,  and (k)
obligations under any Hedging  Agreements.  The Indebtedness of any Person shall
include  the  Indebtedness  of any  partnership  or joint  venture in which such
Person is a general partner or a joint venturer,  except to the extent that such
Indebtedness is expressly made non-recourse to such Person (but then only to the
extent that such Person is not liable therefor).

          "Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

          "Indemnity  and  Contribution  Agreement"  shall  mean the  Indemnity,
Subrogation and Contribution Agreement,  substantially in the form of Exhibit E,
among the Borrower, the Subsidiary Loan Parties and the Administrative Agent.

          "Information  Memorandum"  shall  mean  the  Confidential  Information
Memorandum  dated  May,  2001  relating  to the  Borrower  and the  transactions
contemplated by this Agreement and the other Loan Documents.

          "Interest  Period"  shall  mean (a)  with  respect  to any  Eurodollar
Borrowing,  a period of one, two, three or six months,  selected by the Borrower
pursuant to Section 2.3 and subject to customary  adjustments  in duration;  and
(b) with respect to a Swingline  Loan, a period of such duration not to exceed 5
days,  as the  Borrower  may  request  and the  Swingline  Lender  may  agree in
accordance with Section 2.5; provided, that no day shall be counted in more than
one Interest Period; and provided further that:

          (i) the initial  Interest  Period for such Borrowing shall commence on
     the date of such Borrowing  (including  the date of any  conversion  from a
     Borrowing 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 end on a day other than a
     Business Day, such Interest Period shall be extended to the next succeeding
     Business Day, unless, in the case of a Eurodollar Borrowing,  such Business
     Day falls in another  calendar  month,  in which case such Interest  Period
     would end on the next preceding Business Day;

          (iii) any Interest  Period in respect of a Eurodollar  Borrowing which
     begins on the last  Business Day of a calendar  month or on a day for which
     there is no numerically  corresponding day in the calendar month at the end
     of such Interest Period shall end on the last Business Day of such calendar
     month; and

          (iv) no Interest  Period may extend beyond the Commitment  Termination
     Date or the Swingline Termination Date, as the case may be.

          "Issuing  Bank" shall mean SunTrust Bank or any other Lender,  each in
its capacity as an issuer of Letters of Credit pursuant to Section 2.22.

          "Inventory"   shall  mean  all  inventory  of  the  Borrower  and  its
Subsidiaries determined in accordance with GAAP.

          "LC  Commitment"  shall mean that portion of the  Aggregate  Revolving
Commitments  that may be used by the  Borrower  for the  issuance  of Letters of
Credit in an aggregate face amount not to exceed $10,000,000.



{OR396390;8}                           8


<PAGE>
          "LC  Disbursement"  shall  mean a  payment  made by the  Issuing  Bank
pursuant to a Letter of Credit.

          "LC Documents" shall mean the Letters of Credit and all  applications,
agreements and instruments relating to the Letters of Credit.

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

          "Lenders" shall have the meaning  assigned to such term in the opening
paragraph of this Agreement and shall include, where appropriate,  the Swingline
Lender.

          "Letter of  Credit"  shall mean any  standby  letter of credit  issued
pursuant  to Section  2.22 by the Issuing  Bank for the account of the  Borrower
pursuant to the LC Commitment.

          "LIBOR" shall mean, for any applicable Interest Period with respect to
any  Eurodollar  Loan,  the rate per annum for  deposits in Dollars for a period
equal to such Interest Period  appearing on the display  designated as Page 3750
on the Dow Jones  Markets  Service  (or such other page on that  service or such
other service designated by the British Banker's  Association for the display of
such  Association's  Interest  Settlement Rates for Dollar deposits) as of 11:00
a.m.  (London,  England  time) on the day that is two (2) Business Days prior to
the first day of the Interest Period or if such Page 3750 is unavailable for any
reason at such time,  the rate which appears on the Reuters  Screen ISDA Page as
of  such  date  and  such  time;  provided,  that  if the  Administrative  Agent
determines that the relevant  foregoing sources are unavailable for the relevant
Interest  Period,  LIBOR  shall  mean the  rate of  interest  determined  by the
Administrative  Agent to be the average  (rounded upward,  if necessary,  to the
nearest  1/100th of 1%) of the rates per annum at which  deposits in Dollars are
offered to the  Administrative  Agent two (2) Business Days  preceding the first
day of such Interest Period by leading banks in the London  interbank  market as
of 10:00 a.m. for  delivery on the first day of such  Interest  Period,  for the
number of days  comprised  therein and in an amount  comparable to the amount of
the Eurodollar Loan of the Administrative Agent.

          "Lien"  shall  mean any  mortgage,  pledge,  security  interest,  lien
(statutory  or  otherwise),  charge,  encumbrance,  hypothecation,   assignment,
deposit  arrangement,  or other  arrangement  having the practical effect of the
foregoing  or  any   preference,   priority  or  other  security   agreement  or
preferential  arrangement  of any  kind  or  nature  whatsoever  (including  any
conditional sale or other title retention agreement and any capital lease having
the same economic effect as any of the foregoing).

          "Loan Documents" shall mean,  collectively,  this Agreement, the Notes
(if any), the LC Documents,  all Notices of Borrowing and Borrowing Availability
Certificates, the Subsidiary Guarantee Agreement, the Indemnity and Contribution
Agreement, and any and all other instruments, agreements, documents and writings
executed in connection with any of the foregoing.

          "Loan  Parties"  shall  mean  the  Borrower  and the  Subsidiary  Loan
Parties.

          "Loans"  shall mean all  Revolving  Loans and  Swingline  Loans in the
aggregate or any of them, as the context shall require.

          "Material  Adverse Effect" shall mean, with respect to any event, act,
condition or occurrence of whatever nature (including any adverse  determination
in any litigation,  arbitration,  or governmental  investigation or proceeding),
whether  singly or in conjunction  with any other event or events,  act or acts,
condition or  conditions,  occurrence or occurrences  whether or not related,  a
material adverse change in, or a material  adverse effect on, (i)~the  business,
results of operations,  financial condition, assets, liabilities or prospects of
the Borrower and of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Loan Parties to perform any of their respective obligations under
the Loan Documents,  (iii) the rights and remedies of the Administrative  Agent,
the Issuing Bank


{OR396390;8}                           9


<PAGE>
and the Lenders under any of the Loan  Documents or (iv) the legality,  validity
or enforceability of any of the Loan Documents.

          "Material  Indebtedness" shall mean Indebtedness (other than the Loans
and  Letters  of  Credit)  or  obligations  in  respect  of one or more  Hedging
Agreements,  to a single  Person and such  Person's  Affiliates  of an aggregate
principal  amount  exceeding  $1,000,000.  For purposes of determining  Material
Indebtedness,  the "principal  amount" of the obligations of the Borrower or any
Subsidiary in respect to any Hedging  Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting  agreements) that the Borrower or
such  Subsidiary  would  be  required  to pay if  such  Hedging  Agreement  were
terminated at such time.

          "Moody's" shall mean Moody's Investors Service, Inc.

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

          "Notes" shall mean,  collectively,  the Revolving Credit Notes and the
Swingline Note.

          "Notices  of  Borrowing"  shall  mean,  collectively,  the  Notices of
Revolving Borrowing and the Notices of Swingline Borrowing.

          "Notice of Conversion/Continuation" shall mean the notice given by the
Borrower  to  the   Administrative   Agent  in  respect  of  the  conversion  or
continuation of an outstanding Borrowing as provided in Section 2.7(b) hereof.

          "Notice of Revolving Borrowing" shall have the meaning as set forth in
Section 2.3.

          "Notice of Swingline Borrowing" shall have the meaning as set forth in
Section 2.5.

          "Obligations"  shall mean all  amounts  owing by the  Borrower  to the
Administrative  Agent,  the Issuing Bank or any Lender  (including the Swingline
Lender)  pursuant  to or in  connection  with this  Agreement  or any other Loan
Document,  including without limitation, all principal,  interest (including any
interest  accruing  after  the  filing  of any  petition  in  bankruptcy  or the
commencement of any insolvency,  reorganization  or like proceeding  relating to
the Borrower,  whether or not a claim for post-filing or post-petition  interest
is allowed in such proceeding),  all reimbursement obligations,  fees, expenses,
indemnification  and reimbursement  payments,  costs and expenses (including all
fees  and  expenses  of  counsel  to the  Administrative  Agent  and any  Lender
(including  the Swingline  Lender)  incurred  pursuant to this  Agreement or any
other Loan  Document),  whether  direct or  indirect,  absolute  or  contingent,
liquidated  or  unliquidated,  now  existing or hereafter  arising  hereunder or
thereunder,   together  with  all   renewals,   extensions,   modifications   or
refinancings thereof.

          "Off-Balance  Sheet  Liabilities"  of any  Person  shall  mean (a) any
repurchase  obligation  or  liability of such Person with respect to accounts or
notes receivable sold by such Person, (b) any liability of such Person under any
sale and leaseback  transactions  which do not create a liability on the balance
sheet of such  Person,  (c)~any  liability  of such Person  under any  so-called
"synthetic" lease transaction or (d) any obligation  arising with respect to any
other  transaction  which is the functional  equivalent of or takes the place of
borrowing but which does not constitute a liability on the balance sheet of such
Person;  provided,  however,  such term shall not include warranties relating to
merchandise sold.

          "Other  Taxes"  shall  mean any and all  present  or  future  stamp or
documentary  taxes or any other  excise or  property  taxes,  charges or similar
levies arising from any payment made  hereunder or from the execution,  delivery
or  enforcement  of, or otherwise  with respect to, this  Agreement or any other
Loan Document, but excluding Excluded Taxes.

          "Participant" shall have the meaning set forth in Section 10.4(c).




{OR396390;8}                           10


<PAGE>
          "Payment  Office"  shall mean the office of the  Administrative  Agent
located at 303 Peachtree  Street,  N.E.,  Atlanta,  Georgia 30308, or such other
location as to which the Administrative Agent shall have given written notice to
the Borrower and the other Lenders.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA, and any successor entity performing similar functions.

          "Permitted Encumbrances" shall mean:

          (a)  Liens  imposed  by law for  taxes,  governmental  assessments  or
     similar  governmental  charges not yet due or which are being  contested in
     good faith by  appropriate  proceedings  and with respect to which adequate
     reserves are being maintained in accordance with GAAP;

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

          (c) pledges and deposits  made in the  ordinary  course of business in
     compliance  with workers'  compensation,  unemployment  insurance and other
     social security laws or regulations;

          (d)  deposits  to secure the  performance  of bids,  trade  contracts,
     leases,  statutory obligations,  surety and appeal bonds, performance bonds
     and other obligations of a like nature, in each case in the ordinary course
     of business;

          (e)  judgment  and  attachment  liens not  giving  rise to an Event of
     Default  or Liens  created  by or  existing  from any  litigation  or legal
     proceeding  that are currently being contested in good faith by appropriate
     proceedings  and  with  respect  to  which  adequate   reserves  are  being
     maintained in accordance with GAAP;

          (f)  easements,   zoning   restrictions,   rights-of-way  and  similar
     encumbrances  on real  property  imposed by law or arising in the  ordinary
     course of business that do not secure any monetary  obligations  and do not
     materially  detract from the value of the affected  property or  materially
     interfere  with the  ordinary  conduct of business of the  Borrower and its
     Subsidiaries taken as a whole;

          (g) bank liens with respect to  collection of deposits in the ordinary
     course of business  with respect to credit card  receipts,  checks or other
     items for collection; and

          (h) Permitted Purchase Money Inventory Liens;

provided,  that the term  "Permitted  Encumbrances"  shall not  include any Lien
(other than Permitted  Purchase Money  Inventory  Liens)  securing  Indebtedness
except for purchase money Indebtedness permitted by Section 7.1(c).

          "Permitted Investments" shall mean:

          (a)  direct  obligations  of,  or  obligations  the  principal  of and
     interest on which are unconditionally  guaranteed by, the United States (or
     by any agency thereof to the extent such obligations are backed by the full
     faith and credit of the United  States),  in each case maturing  within one
     year from the date of acquisition thereof;

          (b)  commercial  paper  having  the  highest  rating,  at the  time of
     acquisition  thereof,  of S&P or Moody's and in either case maturing within
     six months from the date of acquisition thereof;

          (c)  certificates of deposit,  bankers'  acceptances and time deposits
     maturing  within  180 days of the date of  acquisition  thereof  issued  or
     guaranteed by or placed with, and money market deposit

{OR396390;8}                           11


<PAGE>
     accounts  issued or offered by, any domestic  office of any commercial bank
     organized  under  the  laws  of  the United  States or  any  state  thereof
     which has a combined capital and surplus and undivided  profits of not less
     than $500,000,000;

          (d) fully collateralized repurchase agreements with a term of not more
     than 30 days for securities  described in clause (a) above and entered into
     with a financial  institution  satisfying the criteria  described in clause
     (c) above; and

          (e) mutual funds  investing  95% of more of their assets in any one or
     more of the  Permitted  Investments  described  in clauses  (a) through (d)
     above.

          "Permitted  Purchase  Money  Inventory  Lien" shall mean any  purchase
money Lien on  Inventory  which (a) secures a trade  letter of credit  issued on
behalf of the Borrower or any  Subsidiary or a current trade payable  arising in
the ordinary course of business of the Borrower or such Subsidiary in connection
with the purchase of such  Inventory  and not yet due and payable in  accordance
with its terms, (b) is retained by the seller pursuant to standard terms of sale
pending payment under such trade letter of credit or of such trade payable,  and
(c) is not  perfected by the filing of a financing  statement in any  applicable
jurisdiction.

          "Person" shall mean any individual,  partnership,  firm,  corporation,
association, joint venture, limited liability company, trust or other entity, or
any Governmental Authority.

          "Plan"  means  any  employee   pension  benefit  plan  (other  than  a
Multiemployer  Plan)  subject to the  provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA  Affiliate is (or, if such plan were  terminated,  would under Section
4069 of ERISA be deemed to be) an  "employer"  as  defined  in  Section  3(5) of
ERISA.

          "Pro Rata Share" shall mean, with respect to any Lender at any time, a
percentage,  the numerator of which shall be such Lender's Revolving  Commitment
and  the  denominator  of  which  shall  be the  sum of all  Lenders'  Revolving
Commitments;  or if the Revolving Commitments have been terminated or expired or
if the  Loans  have been  declared  to be due and  payable,  a  percentage,  the
numerator of which shall be the sum of such Lender's  Revolving  Credit Exposure
and the denominator of which shall be the sum of the aggregate  Revolving Credit
Exposure of all Lenders.

          "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, and
any successor regulations.

          "Related  Parties" shall mean,  with respect to any specified  Person,
such Person's  Affiliates and the  respective  directors,  officers,  employees,
agents and advisors of such Person and such Person's Affiliates.

          "Release"  means  any  release,  spill,  emission,  leaking,  dumping,
injection,  pouring,  deposit,  disposal,  discharge,   dispersal,  leaching  or
migration  into  the  environment   (including   ambient  air,   surface  water,
groundwater,  land  surface  or  subsurface  strata)  or  within  any  building,
structure, facility or fixture.

          "Required  Lenders" shall mean, at any time, Lenders holding more than
50% of the aggregate  outstanding  Revolving Credit Exposures at such time or if
the Lenders have no Revolving Credit Exposure outstanding,  then Lenders holding
more than 50% of the Aggregate Revolving Commitments.

          "Responsible  Officer"  shall  mean any of the  president,  the  chief
executive officer, the chief operating officer, the chief financial officer, the
treasurer or a vice  president of the Borrower or such other  representative  of
the Borrower as may be designated  in writing by any one of the  foregoing  with
the consent of the  Administrative  Agent;  and,  with respect to the  financial
covenants only, the chief financial officer or the treasurer of the Borrower.

          "Restricted Payment" shall have the meaning set forth in Section 7.5.


{OR396390;8}                           12


<PAGE>
          "Revolving  Commitment"  shall mean, with respect to each Lender,  the
obligation  of such  Lender  to make  Revolving  Loans  to the  Borrower  and to
participate in Letters of Credit and Swingline  Loans in an aggregate  principal
amount not  exceeding  the amount set forth with  respect to such  Lender on the
signature pages to this Agreement,  or in the case of a Person becoming a Lender
after the Closing Date,  the amount of the assigned  "Revolving  Commitment"  as
provided in the Assignment and Acceptance  Agreement  executed by such Person as
an assignee, as the same may be changed pursuant to terms hereof.

          "Revolving  Credit Exposure" shall mean, with respect to any Lender at
any time, the sum of the outstanding principal amount of such Lender's Revolving
Loans, such Lender's LC Exposure and such Lender's Swingline Exposure.

          "Revolving  Credit Note" shall mean a promissory  note of the Borrower
payable  to the order of a  requesting  Lender in the  principal  amount of such
Lender's Revolving Commitment, in substantially the form of Exhibit A.

          "Revolving  Loan"  shall mean a loan made by a Lender  (other than the
Swingline  Lender) to the Borrower  under its  Revolving  Commitment,  which may
either be a Base Rate Loan or a Eurodollar Loan.

          "S&P" shall mean Standard & Poor's.

          "Subsidiary"  shall mean,  with respect to any Person (the  "parent"),
any  corporation,   partnership,   joint  venture,  limited  liability  company,
association  or other  entity the accounts of which would be  consolidated  with
those of the parent in the parent's  consolidated  financial  statements if such
financial  statements  were prepared in accordance with GAAP as of such date, as
well as any other  corporation,  partnership,  joint venture,  limited liability
company,  association or other entity (i) of which securities or other ownership
interests  representing  more  than 50% of the  equity  or more  than 50% of the
ordinary  voting power,  or in the case of a  partnership,  more than 50% of the
general partnership  interests are, as of such date, owned,  Controlled or held,
or (ii) that is, as of such date, otherwise Controlled,  by the parent or one or
more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent. Unless otherwise indicated, all references to "Subsidiary" hereunder
shall mean a Subsidiary of the Borrower.

          "Subsidiary  Guarantee  Agreement" shall mean the Subsidiary Guarantee
Agreement,  substantially  in the form of Exhibit D, made by the Subsidiary Loan
Parties in favor of the Administrative Agent for the benefit of the Lenders.

          "Subsidiary  Loan  Party"  shall  mean  any  Subsidiary  that is not a
Foreign Subsidiary.

          "Swingline  Commitment"  shall mean the  commitment  of the  Swingline
Lender to make  Swingline  Loans in an  aggregate  principal  amount at any time
outstanding not to exceed $10,000,000.

          "Swingline  Exposure"  shall mean,  with respect to each  Lender,  the
principal  amount  of the  Swingline  Loans  in which  such  Lender  is  legally
obligated  either to make a Base Rate Loan or to  purchase  a  participation  in
accordance  with Section 2.5,  which shall equal such Lender's Pro Rata Share of
all outstanding Swingline Loans.

          "Swingline  Lender" shall mean SunTrust Bank, or any other Lender that
may agree to make Swingline Loans hereunder.

          "Swingline  Loan"  shall  mean a loan  made  to  the  Borrower  by the
Swingline Lender under the Swingline Commitment.

          "Swingline  Note"  shall  mean  the  promissory  note of the  Borrower
payable  to the order of the  Swingline  Lender in the  principal  amount of the
Swingline Commitment, in substantially the form of Exhibit B.



{OR396390;8}                           13


<PAGE>
          "Swingline  Termination  Date"  shall  mean the date  that is five (5)
Business Days prior to the Commitment Termination Date.

          "Taxes"  shall  mean any and all  present  or  future  taxes,  levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

          "Type",  when  used in  reference  to a Loan or  Borrowing,  refers to
whether  the rate of  interest  on such Loan,  or on the Loans  comprising  such
Borrowing,  is  determined  by reference  to the Adjusted  LIBO Rate or the Base
Rate.

          "Withdrawal Liability" shall mean liability to a Multiemployer Plan as
a result of a complete or partial  withdrawal from such  Multiemployer  Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          Section 1.2  Classifications of Loans and Borrowings.  For purposes of
this  Agreement,  Loans may be  classified  and  referred  to by Class  (e.g.  a
"Revolving  Loan" or "Swingline  Loan") or by Type (e.g. a "Eurodollar  Loan" or
"Base  Rate  Loan") or by Class and Type  (e.g.  "Revolving  Eurodollar  Loan").
Borrowings  also may be  classified  and  referred to by Class (e.g.  "Revolving
Borrowing") or by Type (e.g. "Eurodollar  Borrowing") or by Class and Type (e.g.
" Revolving Eurodollar Borrowing").

          Section  1.3  Accounting  Terms and  Determination.  Unless  otherwise
defined  or  specified  herein,  all  accounting  terms  used  herein  shall  be
interpreted,  all  accounting  determinations  hereunder  shall be made, and all
financial  statements required to be delivered  hereunder shall be prepared,  in
accordance  with  GAAP as in  effect  from  time  to  time,  applied  on a basis
consistent  (except  for such  changes  approved by the  Borrower's  independent
public  accountants)  with  the  most  recent  audited  consolidated   financial
statement of the Borrower delivered pursuant to Section 5.1(a);  provided,  that
if the Borrower  notifies the  Administrative  Agent that the Borrower wishes to
amend any covenant in Article VI to  eliminate  the effect of any change in GAAP
on the operation of such covenant (or if the  Administrative  Agent notifies the
Borrower that the Required  Lenders wish to amend Article VI for such  purpose),
then the  Borrower's  compliance  with such covenant  shall be determined on the
basis of GAAP in effect  immediately  before the relevant  change in GAAP became
effective,  until either such notice is withdrawn or such covenant is amended in
a manner satisfactory to the Borrower and the Required Lenders.

          Section 1.4 Terms  Generally.  The  definitions  of terms herein shall
apply  equally to the singular and plural forms of the terms  defined.  Whenever
the context may require, any pronoun shall include the corresponding  masculine,
feminine and neuter forms. The words "include', "includes" and "including" shall
be deemed to be followed  by the phrase  "without  limitation".  The word "will"
shall be construed to have the same meaning and effect as the word  "shall".  In
the  computation of periods of time from a specified  date to a later  specified
date, the word "from" means "from and including" and the word "to" means "to but
excluding".  Unless the context  requires  otherwise  (i) any  definition  of or
reference  to any  agreement,  instrument  or  other  document  herein  shall be
construed as referring to such agreement, instrument or other document as it was
originally  executed or as it may from time to time be amended,  supplemented or
otherwise modified (subject to any restrictions on such amendments,  supplements
or  modifications  set forth  herein),  (ii) any reference  herein to any Person
shall be construed to include such Person's  successors  and permitted  assigns,
(iii) the words  "hereof",  "herein" and "hereunder" and words of similar import
shall  be  construed  to  refer  to this  Agreement  as a  whole  and not to any
particular provision hereof, (iv) all references to Articles, Sections, Exhibits
and Schedules  shall be construed to refer to Articles,  Sections,  Exhibits and
Schedules to this  Agreement and (v) all  references to a specific time shall be
construed  to refer to the  time in the  city  and  state of the  Administrative
Agent's principal office, unless otherwise indicated.









{OR396390;8}                           14


<PAGE>
                                  ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENTS

          Section 2.1 General Description of Facilities.

          (a) Subject to and upon the terms and conditions herein set forth, (a)
the  Lenders  hereby  establish  in favor of the  Borrower  a  revolving  credit
facility  pursuant to which the Lenders  severally  agree (to the extent of each
Lender's  Pro  Rata  Share up to such  Lender's  Revolving  Commitment)  to make
Revolving  Loans to the Borrower in accordance with Section 2.2, (b) the Issuing
Bank agrees to issue Letters of Credit in accordance  with Section 2.22, (c) the
Swingline  Lender agrees to make Swingline Loans in accordance with Section 2.4,
and (d) each Lender agrees to purchase a  participation  interest in the Letters
of Credit and the Swingline  Loans pursuant to the terms and conditions  hereof;
provided,  that in no event shall the sum of the aggregate outstanding Revolving
Credit  Exposures  of all  Lenders  exceed  at any  time the  lesser  of (i) the
Aggregate   Revolving   Commitments   then  in  effect  or  (ii)  the  Borrowing
Availability.

          (b) The Borrower  shall  furnish a certificate  to the  Administrative
Agent,  substantially  in the form of Exhibit 2.1 attached  hereto (a "Borrowing
Availability Certificate"),  on a quarterly basis as soon as available after the
end of each fiscal  quarter of the Borrower and, in any event,  at or before the
time of delivery of the financial statements required by Section 5.1(a) and (b),
duly executed and certified  correct by a Responsible  Officer,  setting forth a
calculation  of the Borrowing  Availability  as of such fiscal  quarter end. The
Administrative  Agent shall  determine the  availability of any Borrowing or the
issuance of any Letter of Credit based upon the most current  fiscal quarter end
Borrowing  Availability  Certificate showing that the Borrowing  Availability is
sufficient  to support such  Borrowing or the issuance of such Letter of Credit.
All  Borrowings  and  issuance of Letters of Credit  during each fiscal  quarter
shall thereafter be reconciled by the  Administrative  Agent upon receipt of the
next  succeeding  Borrowing  Availability  Certificate,  and to the  extent  any
Borrowing  was made or any Letter of Credit was issued  without the  appropriate
availability   (as  shown  by  such  next  succeeding   Borrowing   Availability
Certificate) and a resulting  margin imbalance has occurred,  the Borrower shall
be required to pay down such margin imbalance immediately upon telephonic notice
(followed by written  notice) of such margin  imbalance from the  Administrative
Agent. At the option of the  Administrative  Agent, each Borrowing  Availability
Certificate shall be subject to verification by appropriate  representatives  of
the Administrative Agent prior to the disbursement of any monies.

          Section 2.2 Revolving  Loans.  Subject to the terms and conditions set
forth  herein,  each  Lender  severally  agrees to make  Revolving  Loans to the
Borrower,  from time to time during the  Availability  Period,  in an  aggregate
principal  amount  outstanding  at any time  that  will not  result  in (a) such
Lender's Revolving Credit Exposure exceeding such Lender's Revolving  Commitment
or (b)  the sum of the  aggregate  Revolving  Credit  Exposures  of all  Lenders
exceeding  the lesser of (i)~the  Aggregate  Revolving  Commitments  or (ii) the
Borrowing  Availability.  During the Availability  Period, the Borrower shall be
entitled to borrow,  prepay and reborrow  Revolving Loans in accordance with the
terms and  conditions  of this  Agreement;  provided,  that the Borrower may not
borrow or reborrow should there exist a Default or Event of Default.

          Section 2.3  Procedure for Revolving  Borrowings.  The Borrower  shall
give the  Administrative  Agent written  notice (or telephonic  notice  promptly
confirmed in writing) of each Revolving Borrowing,  substantially in the form of
Exhibit 2.3 attached  hereto (a "Notice of Revolving  Borrowing"),  (a) prior to
11:00 a.m. one (1) Business  Day prior to the  requested  date of each Base Rate
Borrowing  and (b) prior to 11:00  a.m.  three (3)  Business  Days  prior to the
requested date of each Eurodollar Borrowing.  Each Notice of Revolving Borrowing
shall be irrevocable and shall specify:  (i) the aggregate  principal  amount of
such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day),
(iii) the Type of such Revolving Loan  comprising such Borrowing and (iv) in the
case of a  Eurodollar  Borrowing,  the duration of the initial  Interest  Period
applicable  thereto  (subject to the  provisions  of the  definition of Interest
Period).  Each Revolving  Borrowing shall consist entirely of Base Rate Loans or
Eurodollar Loans, as the Borrower may request. The aggregate principal amount of
each Eurodollar Borrowing shall be not less than $5,000,000 or a larger multiple
of $1,000,000,  and the aggregate  principal  amount of each Base Rate Borrowing
shall not be less than  $1,000,000 or a larger  multiple of $100,000;  provided,
that Base Rate Loans made pursuant to Section 2.5 or Section 2.22(d) may be made
in lesser  amounts as

{OR396390;8}                           15


<PAGE>
provided  therein.  At no time shall the total number of  Eurodollar  Borrowings
outstanding  at any time  exceed six (6).  Promptly  following  the receipt of a
Notice of Revolving  Borrowing in  accordance  herewith,  and provided  that the
Borrowing   Availability  based  on  the  most  current  Borrowing  Availability
Certificate  furnished by the Borrower to the Administrative Agent in accordance
with Section 2.1 supports such Revolving  Borrowing,  the  Administrative  Agent
shall advise each Lender of the details  thereof and the amount of such Lender's
Revolving Loan to be made as part of the requested Revolving Borrowing.

          Section 2.4 Swingline  Loans.  Subject to the terms and conditions set
forth  herein,  the  Swingline  Lender  agrees  to make  Swingline  Loans to the
Borrower,  from time to time from the Closing Date to the Swingline  Termination
Date, in an aggregate principal amount outstanding at any time not to exceed the
lesser of (i) the  Swingline  Commitment  then in  effect,  (ii) the  difference
between  the  Aggregate  Revolving  Commitments  and  the  sum of the  aggregate
outstanding  Revolving  Credit  Exposures of all Lenders and (iii) the Borrowing
Availability;  provided, that the Swingline Lender shall not be required to make
a Swingline Loan to refinance an outstanding  Swingline Loan. The Borrower shall
be entitled to borrow, repay and reborrow Swingline Loans in accordance with the
terms and conditions of this Agreement.

          Section 2.5 Procedure for Swingline Borrowing; Etc.

          (a) The Borrower  shall give the  Administrative  Agent written notice
(or telephonic notice promptly confirmed in writing) of each Swingline Borrowing
("Notice of Swingline  Borrowing")  prior to 1:00 p.m. on the requested  date of
each  Swingline   Borrowing.   Each  Notice  of  Swingline  Borrowing  shall  be
irrevocable and shall specify:  (i) the principal amount of such Swingline Loan,
(ii) the date of such  Swingline  Loan (which shall be a Business Day) and (iii)
the account of the Borrower to which the proceeds of such  Swingline Loan should
be credited.  The Administrative Agent will promptly advise the Swingline Lender
of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue interest
the rate specified in Section 2.12(b) and shall have an Interest Period (subject
to the  definition  thereof) as agreed  between the Borrower  and the  Swingline
Lender. The aggregate  principal amount of each Swingline Loan shall be not less
than $100,000 or a larger  multiple of $50,000,  or such other  minimum  amounts
agreed to by the Swingline  Lender and the Borrower.  The Swingline  Lender will
make the proceeds of each Swingline Loan available to the Borrower in Dollars in
immediately  available  funds at the account  specified  by the  Borrower in the
applicable  Notice  of  Swingline  Borrowing  not later  than  4:00 p.m.  on the
requested date of such Swingline Loan. The Administrative  Agent will notify the
Lenders  on a  quarterly  basis if any  Swingline  Loans  occurred  during  such
quarter.

          (b) The  Swingline  Lender,  at any time and from  time to time in its
sole  discretion,  may,  on behalf of the  Borrower  (which  hereby  irrevocably
authorizes and directs the Swingline Lender to act on its behalf), give a Notice
of  Revolving  Borrowing  to the  Administrative  Agent  requesting  the Lenders
(including  the Swingline  Lender) to make Base Rate Loans in an amount equal to
the unpaid  principal  amount of any Swingline  Loan.  Each Lender will make the
proceeds  of its Base Rate Loan  included  in such  Borrowing  available  to the
Administrative  Agent for the account of the Swingline Lender in accordance with
Section 2.6, which will be used solely for the repayment of such Swingline Loan.

          (c) If for any reason a Base Rate  Borrowing may not be (as determined
in the  sole  discretion  of the  Administrative  Agent),  or is  not,  made  in
accordance  with the  foregoing  provisions,  then each  Lender  (other than the
Swingline  Lender) shall  purchase an undivided  participating  interest in such
Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that
such Base Rate  Borrowing  should have  occurred.  On the date of such  required
purchase,  each Lender shall promptly transfer,  in immediately available funds,
the amount of its  participating  interest to the  Administrative  Agent for the
account of the Swingline Lender. If such Swingline Loan bears interest at a rate
other than the Base Rate, such Swingline Loan shall automatically  become a Base
Rate Loan on the effective  date of any such  participation  and interest  shall
become payable on demand.

          (d) Each  Lender's  obligation  to make a Base Rate Loan  pursuant  to
Section 2.5(b) or to purchase the  participating  interests  pursuant to Section
2.5(c)  shall be  absolute  and  unconditional  and shall not be affected by any
circumstance,   including  without  limitation  (i)  any  setoff,  counterclaim,
recoupment, defense or other right that such Lender or any other Person may have
or claim against the Swingline Lender,  the Borrower or any other Person for any
reason whatsoever, (ii) the existence of a Default or an Event of Default or the
termination  of

{OR396390;8}                           16


<PAGE>
any Lender's Revolving Commitment, (iii) the existence (or alleged existence) of
any event or condition  which has had or could  reasonably be expected to have a
Material  Adverse  Effect,  (iv) any breach of this  Agreement or any other Loan
Document  by the  Borrower,  the  Administrative  Agent or any Lender or (v) any
other circumstance, happening or event whatsoever, whether or not similar to any
of the foregoing.  If such amount is not in fact made available to the Swingline
Lender by any Lender,  the  Swingline  Lender  shall be entitled to recover such
amount on demand from such Lender,  together with accrued  interest  thereon for
each day from the date of demand  thereof at the Federal Funds Rate.  Until such
time as such Lender makes its required  payment,  the Swingline  Lender shall be
deemed to  continue  to have  outstanding  Swingline  Loans in the amount of the
unpaid participation for all purposes of the Loan Documents.  In addition,  such
Lender shall be deemed to have  assigned any and all payments  made of principal
and  interest  on its Loans and any other  amounts due to it  hereunder,  to the
Swingline Lender to fund the amount of such Lender's  participation  interest in
such  Swingline  Loans that such Lender  failed to fund pursuant to this Section
2.5, until such amount has been purchased in full.

          Section 2.6 Funding of Borrowings.

          (a)  Each  Lender  will  make  available  each  Loan  to be made by it
hereunder on the proposed date thereof by wire transfer in immediately available
funds by 11:00 a.m. to the Administrative Agent at the Payment Office; provided,
that  the  Swingline  Loans  will be made  as set  forth  in  Section  2.5.  The
Administrative  Agent will make such Loans available to the Borrower by promptly
crediting  the amounts that it receives,  in like funds by the close of business
on such  proposed  date,  to an  account  maintained  by the  Borrower  with the
Administrative  Agent or at the Borrower's  option, by effecting a wire transfer
of such amounts to an account  designated by the Borrower to the  Administrative
Agent.

          (b) Unless the  Administrative  Agent shall have been  notified by any
Lender  prior to 5:00 p.m. one (1) Business Day prior to the date of a Borrowing
in which such Lender is  participating  that such Lender will not make available
to  the  Administrative  Agent  such  Lender's  share  of  such  Borrowing,  the
Administrative  Agent may assume that such Lender has made such amount available
to the  Administrative  Agent on such date,  and the  Administrative  Agent,  in
reliance on such  assumption,  may make available to the Borrower on such date a
corresponding amount. If such corresponding amount is not in fact made available
to the  Administrative  Agent by such Lender on the date of such 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 for up
to two (2) days and thereafter at the rate specified for such Borrowing.  If the
Administrative  Agent has made  available to the Borrower any Lender's  share of
such Borrowing and such Lender does not pay such corresponding  amount forthwith
upon the Administrative  Agent's demand therefor, the Administrative Agent shall
promptly  notify the  Borrower,  and the  Borrower  shall  immediately  pay such
corresponding  amount to the Administrative  Agent together with interest at the
rate specified for such Borrowing. Nothing in this subsection shall be deemed to
relieve  any  Lender  from its  obligation  to fund  its Pro  Rata  Share of any
Borrowing  hereunder  or to  prejudice  any rights  which the  Borrower may have
against any Lender as a result of any default by such Lender hereunder.

          (c) All Revolving Borrowings shall be made by the Lenders on the basis
of their  respective  Pro Rata Shares.  No Lender shall be  responsible  for any
default by any other Lender in its obligations hereunder,  and each Lender shall
be obligated to make its Loans  provided to be made by it hereunder,  regardless
of the failure of any other Lender to make its Loans hereunder.

          Section 2.7 Interest Elections.

          (a) Each  Borrowing  initially  shall be of the Type  specified in the
applicable Notice of Borrowing, and in the case of a Eurodollar Borrowing, shall
have an  initial  Interest  Period as  specified  in such  Notice of  Borrowing.
Thereafter,  the Borrower may elect to convert such  Borrowing  into a different
Type or to continue such Borrowing,  and in the case of a Eurodollar  Borrowing,
may elect Interest  Periods  therefor,  all as provided in this Section 2.7. The
Borrower may elect different  options with respect to different  portions of the
affected  Borrowing,  in which case each such portion shall be allocated ratably
among  the  Lenders  holding  Loans  comprising  such  Borrowing,  and the Loans
comprising  each such portion  shall be  considered a separate  Borrowing.  This
Section 2.7 shall not apply to Swingline Borrowings,  which may not be converted
or continued.


{OR396390;8}                           17


<PAGE>
          (b) To make an election  pursuant to this  Section  2.7,  the Borrower
shall give the  Administrative  Agent prior written notice (or telephonic notice
promptly   confirmed   in   writing)   of   each   Borrowing   (a   "Notice   of
Conversion/Continuation")  that is to be converted or continued, as the case may
be, (x) prior to 11:00 a.m. one (1) Business Day prior to the requested  date of
a conversion  into a Base Rate  Borrowing and (y) prior to 11:00 a.m.  three (3)
Business  Days  prior  to a  continuation  of or  conversion  into a  Eurodollar
Borrowing. Each such Notice of Conversion/Continuation  shall be irrevocable and
shall specify (i) the Borrowing to which such Notice of  Continuation/Conversion
applies and if  different  options are being  elected  with respect to different
portions  thereof,  the  portions  thereof  that  are to be  allocated  to  each
resulting  Borrowing (in which case the information to be specified  pursuant to
clauses (iii) and (iv) shall be specified for each  resulting  Borrowing);  (ii)
the   effective   date  of  the  election   made  pursuant  to  such  Notice  of
Continuation/Conversion,  which  shall be a  Business  Day,  (iii)  whether  the
resulting  Borrowing is to be a Base Rate  Borrowing or a Eurodollar  Borrowing;
and  (iv)  if the  resulting  Borrowing  is to be a  Eurodollar  Borrowing,  the
Interest Period applicable  thereto after giving effect to such election,  which
shall be a period  contemplated by the definition of "Interest  Period".  If any
such Notice of Continuation/Conversion  requests a Eurodollar Borrowing but does
not specify an Interest Period, the Borrower shall be deemed to have selected an
Interest Period of one month.  The principal  amount of any resulting  Borrowing
shall satisfy the minimum  borrowing  amount for Eurodollar  Borrowings and Base
Rate Borrowings set forth in Section 2.3.

          (c) If, on the  expiration  of any  Interest  Period in respect of any
Eurodollar  Borrowing,  the  Borrower  shall have  failed to deliver a Notice of
Conversion/Continuation,  then,  unless  such  Borrowing  is repaid as  provided
herein,  the Borrower  shall be deemed to have elected to convert such Borrowing
to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a
Eurodollar  Borrowing  if a Default  or an Event of Default  exists,  unless the
Administrative  Agent and each of the Lenders shall have otherwise  consented in
writing.  No conversion of any Eurodollar Loans shall be permitted except on the
last day of the Interest Period in respect thereof.

          (d)  Upon  receipt  of  any  Notice  of  Conversion/Continuation,  the
Administrative  Agent shall promptly  notify each Lender of the details  thereof
and of such Lender's portion of each resulting Borrowing.

          Section 2.8 Optional Reduction and Termination of Commitments.

          (a) Unless  previously  terminated,  all Revolving  Commitments  shall
terminate  on  the  Commitment  Termination  Date,  except  that  the  Swingline
Commitment shall terminate on the Swingline Termination Date.

          (b) Upon at least three (3) Business  Days' prior  written  notice (or
telephonic  notice promptly  confirmed in writing) to the  Administrative  Agent
(which  notice shall be  irrevocable),  the  Borrower  may reduce the  Aggregate
Revolving  Commitments in part or terminate the Aggregate Revolving  Commitments
in  whole;  provided,  that (i) any  partial  reduction  shall  apply to  reduce
proportionately  and permanently the Revolving  Commitment of each Lender,  (ii)
any partial  reduction  pursuant to this Section 2.8 shall be in an amount of at
least  $5,000,000  and any  larger  multiple  of  $1,000,000,  and (iii) no such
reduction  shall  be  permitted  which  would  reduce  the  Aggregate  Revolving
Commitments  to an  amount  less  than  the  sum  of the  aggregate  outstanding
Revolving Credit  Exposures of all Lenders.  Any such reduction in the Aggregate
Revolving Commitments shall result in a proportionate  reduction (rounded to the
next lowest integral  multiple of $100,000) in the Swingline  Commitment and the
LC Commitment.

          Section 2.9 Repayment of Loans.

          (a) The outstanding  principal  amount of all Revolving Loans shall be
due and  payable  (together  with  accrued and unpaid  interest  thereon) on the
Commitment Termination Date.

          (b) The  principal  amount  of each  Swingline  Loan  shall be due and
payable  (together with accrued interest thereon) on the earlier of (i) the last
day of the Interest  Period  applicable to such Borrowing and (ii) the Swingline
Termination Date.


{OR396390;8}                           18


<PAGE>
          Section 2.10 Evidence of Indebtedness.

          (a) Each Lender shall  maintain in accordance  with its usual practice
appropriate  records  evidencing the indebtedness of the Borrower to such Lender
resulting  from each Loan made by such Lender from time to time,  including  the
amounts of principal and interest  payable  thereon and paid to such Lender from
time to time under this  Agreement.  The  Administrative  Agent  shall  maintain
appropriate  records in which shall be recorded (i) the Revolving  Commitment of
each Lender,  (ii) the amount of each Loan made  hereunder  by each Lender,  the
Class and Type thereof and the Interest  Period  applicable  thereto,  (iii) the
date of each continuation thereof pursuant to Section 2.7, (iv) the date of each
conversion of all or a portion  thereof to another Type pursuant to Section 2.7,
(v)~the  date and amount of any  principal  or  interest  due and  payable or to
become due and payable from the Borrower to each Lender  hereunder in respect of
such  Loans  and  (vi)  both  the date and  amount  of any sum  received  by the
Administrative  Agent  hereunder  from the  Borrower in respect of the Loans and
each Lender's Pro Rata Share thereof.  The entries made in such records shall be
prima facie  evidence of the  existence  and amounts of the  obligations  of the
Borrower therein recorded;  provided, that the failure or delay of any Lender or
the  Administrative  Agent in maintaining or making entries into any such record
or any error  therein  shall not in any  manner  affect  the  obligation  of the
Borrower to repay the Loans (both principal and unpaid accrued interest) of such
Lender in accordance with the terms of this Agreement.

          (b) At the request of any Lender  (including the Swingline  Lender) at
any time, the Borrower  agrees that it will execute and deliver to such Lender a
Revolving  Credit  Note,  and,  in the  case of the  Swingline  Lender  only,  a
Swingline  Note,  payable  to the order of such  Lender.  At the  request of the
Borrower,  any such Revolving  Credit Note or Swingline Note may be executed and
delivered  by the  Borrower  outside of the State of  Florida  in such  location
within the  continental  United  States as may  reasonably  be acceptable to the
Administrative Agent.

          Section 2.11 Prepayments.

          (a)  Mandatory  Prepayments.  The  Borrower  shall be required to make
mandatory  principal  prepayments from (i) 100% of the net proceeds  received by
the Borrower and any of its Subsidiaries  from any sale or other  disposition by
the Borrower or any of its Subsidiaries of any assets in the aggregate in excess
of  $5,000,000  in a single  sale or in a series of related  sales to a group of
affiliated transferees,  and (ii) 100% of net proceeds of any equity offering or
debt  issuance.  All such  prepayments  shall be  applied  in  inverse  order of
maturity.  Further,  unless  the same shall be  extended  or waived in a written
instrument  executed by the Required Lenders,  the Borrower shall be required to
make mandatory  principal  prepayments to the  Administrative  Agent without the
Administrative  Agent's  further demand therefor if as of any fiscal quarter end
the sum of the aggregate  outstanding  Revolving Credit Exposures of all Lenders
exceed the aggregate  amount that the Borrower  would then have been entitled to
borrow or retain under the applicable  provisions of Section 2.1. Such mandatory
principal  prepayment  shall be in the amount necessary to reduce the sum of the
aggregate  outstanding  Revolving Credit Exposures of all Lenders to the maximum
amount that the Borrower  then would be entitled to borrow or retain  hereunder.
Without limiting the generality of the foregoing, the Borrower acknowledges that
such required payments may be necessary whenever the most current fiscal quarter
end Borrowing  Availability  Certificate  demonstrates  that there shall then be
outstanding  in  respect of the sum of the  Revolving  Credit  Exposures  of all
Lenders an aggregate amount in excess of the Borrowing Availability.

          (b) Optional  Prepayments.  The  Borrower  shall have the right at any
time and from time to time to prepay any Borrowing, in whole or in part, without
premium or penalty,  by giving irrevocable  written notice (or telephonic notice
promptly confirmed in writing) to the Administrative  Agent no later than (i) in
the case of prepayment  of any  Eurodollar  Borrowing,  11:00 a.m. not less than
three (3) Business  Days prior to any such  prepayment,  (ii) in the case of any
prepayment of any Base Rate  Borrowing,  not less than one Business Day prior to
the date of such  prepayment,  and  (iii) in the case of  Swingline  Borrowings,
prior to 1:00 p. m. on the date of such  prepayment.  Each such notice  shall be
irrevocable  and shall  specify the  proposed  date of such  prepayment  and the
principal  amount of each  Borrowing  or  portion  thereof to be  prepaid.  Upon
receipt of any such notice, the Administrative  Agent shall promptly notify each
affected  Lender of the contents  thereof and of such Lender's Pro Rata Share of
any such prepayment.  If such notice is given, the aggregate amount specified in
such notice  shall be due and  payable on the date  designated  in such  notice,
together with accrued interest to such date on the amount so

{OR396390;8}                           19


<PAGE>
prepaid in  accordance  with  Section  2.12(d);  provided,  that if a Eurodollar
Borrowing  is prepaid on a date  other than the last day of an  Interest  Period
applicable thereto, the Borrower shall also pay all amounts required pursuant to
Section 2.18. Each partial  prepayment of any Loan (other than a Swingline Loan)
shall be in an amount  that  would be  permitted  in the case of an advance of a
Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a
Swingline Loan pursuant to Section 2.5. Each  prepayment of a Borrowing shall be
applied ratably to the Loans comprising such Borrowing.

          Section 2.12 Interest on Loans.

          (a) The Borrower shall pay interest on each Base Rate Loan at the Base
Rate in effect  from time to time and on each  Eurodollar  Loan at the  Adjusted
LIBO Rate for the applicable  Interest Period in effect for such Loan,  plus, in
each case, the Applicable Margin in effect from time to time.

          (b) The Borrower shall pay interest on each Swingline Loan at the Base
Rate in effect from time to time, plus the Applicable Margin in effect from time
to time, or at such other rate as may be offered by the Administrative Agent and
accepted by the Borrower.

          (c) While an Event of  Default  exists or after  acceleration,  at the
option of the  Required  Lenders,  the  Borrower  shall pay  interest  ("Default
Interest") with respect to all Eurodollar Loans at the rate otherwise applicable
for the  then-current  Interest Period plus an additional 2% per annum until the
last day of such Interest Period,  and thereafter,  and with respect to all Base
Rate Loans (including all Swingline Loans) and all other  Obligations  hereunder
(other than  Loans),  at an all-in  rate in effect for Base Rate Loans,  plus an
additional 2% per annum.

          (d)  Interest on the  principal  amount of all Loans shall accrue from
and  including  the date such  Loans are made to but  excluding  the date of any
repayment thereof.  Interest on all outstanding Base Rate Loans shall be payable
quarterly in arrears on the last day of each March, June, September and December
and on the Commitment  Termination Date. Interest on all outstanding  Eurodollar
Loans  shall  be  payable  on the last day of each  Interest  Period  applicable
thereto,  and, in the case of any Eurodollar  Loans having an Interest Period in
excess of three  months,  on each day which  occurs every three months after the
initial date of such Interest Period,  and on the Commitment  Termination  Date.
Interest on each  Swingline  Loan shall be payable on the maturity  date of such
Loan, which shall be the last day of the Interest Period applicable thereto, and
on the Swingline  Termination Date. Interest on any Loan which is converted into
a Loan of  another  Type or which is repaid or  prepaid  shall be payable on the
date of such  conversion or on the date of any such  repayment or prepayment (on
the amount repaid or prepaid) thereof.  All Default Interest shall be payable on
demand.

          (e) The  Administrative  Agent  shall  determine  each  interest  rate
applicable to the Loans hereunder and shall promptly notify the Borrower and the
Lenders  of  such  rate in  writing  (or by  telephone,  promptly  confirmed  in
writing).  Any  such  determination  shall be  conclusive  and  binding  for all
purposes, absent manifest error.

          Section 2.13 Fees.

          (a)  Administrative   Agent  Fees.  The  Borrower  shall  pay  to  the
Administrative  Agent for its own  account  fees in the amounts and at the times
previously agreed upon the Borrower and the Administrative Agent.

          (b) Commitment Fees. The Borrower agrees to pay to the  Administrative
Agent for the account of each Lender a commitment fee, which shall accrue at the
Applicable  Percentage  (determined  quarterly in accordance with Schedule I) on
the  average  daily  amount of the unused  Revolving  Commitment  of such Lender
during the Availability Period;  provided, that if such Lender continues to have
any Revolving  Credit Exposure after the Commitment  Termination  Date, then the
commitment  fee shall  continue  to accrue on the average  daily  amount of such
Lender's unused Revolving  Commitment from and after the Commitment  Termination
Date to the date that all of such Lender's  Revolving  Credit  Exposure has been
paid in full. The Applicable  Percentage  shall initially be 0.25%, but shall be
reset from time to time as provided in the definition of "Applicable Percentage"
herein. Accrued

{OR396390;8}                           20


<PAGE>
commitment fees shall be payable in arrears on the last day of each March, June,
September  and  December of each year and on the  Commitment  Termination  Date,
commencing  on the first such date after the  Closing  Date;  provided  that any
commitment fees accruing after the Commitment  Termination Date shall be payable
on  demand.  For  purposes  of  computing  commitment  fees with  respect to the
Revolving  Commitments,  the Revolving Commitment of each Lender shall be deemed
used to the extent of the  outstanding  Revolving  Loans and LC Exposure of such
Lender.

          (c)  Letter  of Credit  Fees.  The  Borrower  agrees to pay (i) to the
Administrative  Agent,  for the account of each  Lender,  a letter of credit fee
with respect to its  participation in each Letter of Credit,  which shall accrue
at the Applicable Margin then in effect for Eurodollar Borrowings on the average
daily  amount of such  Lender's  LC  Exposure  (excluding  any  portion  thereof
attributable to unreimbursed  LC  Disbursements)  attributable to such Letter of
Credit  during the period from and including the date of issuance of such Letter
of Credit to but excluding the date on which such Letter  expires or is drawn in
full  (including  without  limitation  any LC Exposure that remains  outstanding
after the Commitment  Termination Date) and (ii) to the Issuing Bank for its own
account a fronting  fee,  which shall  accrue at the rate of 0.125% per annum on
the average  daily  amount of the LC  Exposure  (excluding  any portion  thereof
attributable to unreimbursed LC  Disbursements)  during the Availability  Period
(or  until  the date that  such  Letter  of  Credit  is  irrevocably  cancelled,
whichever is later), as well as the Issuing Bank's standard fees with respect to
issuance,  amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder.

          (d)  Payments.  Accrued fees shall be payable  quarterly in arrears on
the  last  day of each  March,  June,  September  and  December,  commencing  on
September 30, 2001 and on the  Commitment  Termination  Date (and if later,  the
date the Loans and LC Exposure shall be repaid in their entirety).

          Section 2.14  Computation  of Interest and Fees. All  computations  of
interest and fees hereunder 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).  Each  determination  by the
Administrative  Agent of an interest  amount or fee  hereunder  shall be made in
good faith and,  except  for  manifest  error,  shall be final,  conclusive  and
binding for all purposes.

          Section 2.15 Inability to Determine  Interest  Rates.  If prior to the
commencement of any Interest Period for any Eurodollar Borrowing,

          (a)  the   Administrative   Agent   shall   have   determined   (which
     determination  shall be conclusive and binding upon the Borrower)  that, by
     reason of circumstances  affecting the relevant interbank market,  adequate
     means do not exist for ascertaining LIBOR for such Interest Period, or

          (b) the  Administrative  Agent  shall have  received  notice  from the
     Required Lenders that the Adjusted LIBO Rate does not adequately and fairly
     reflect the cost to such Lenders (or Lender, as the case may be) of making,
     funding or maintaining  their (or its, as the case may be) Eurodollar Loans
     for such  Interest  Period,  the  Administrative  Agent shall give  written
     notice  (or  telephonic  notice,  promptly  confirmed  in  writing)  to the
     Borrower and to the Lenders as soon as practicable thereafter.  In the case
     of  Eurodollar  Loans,  until the  Administrative  Agent  shall  notify the
     Borrower and the Lenders that the circumstances  giving rise to such notice
     no longer  exist,  (i) the  obligations  of the Lenders to make  Eurodollar
     Revolving  Loans or to  continue  or convert  outstanding  Loans as or into
     Eurodollar  Loans shall be suspended and (ii) all such affected Loans shall
     be  converted  into  Base  Rate  Loans on the last day of the then  current
     Interest Period  applicable  thereto unless the Borrower prepays such Loans
     in  accordance  with this  Agreement.  Unless  the  Borrower  notifies  the
     Administrative  Agent at least one (1)  Business Day before the date of any
     Eurodollar  Revolving  Borrowing for which a Notice of Revolving  Borrowing
     has previously  been given that it elects not to borrow on such date,  then
     such Revolving Borrowing shall be made as a Base Rate Borrowing.

          Section 2.16  Illegality.  If any Change in Law shall make in unlawful
or impossible for any Lender to make,  maintain or fund any Eurodollar  Loan and
such Lender shall so notify the Administrative  Agent, the Administrative  Agent
shall  promptly  give  notice  thereof to the  Borrower  and the other  Lenders,
whereupon until

{OR396390;8}                           21


<PAGE>
such  Lender  notifies  the  Administrative  Agent  and the  Borrower  that  the
circumstances  giving rise to such suspension no longer exist, the obligation of
such  Lender to make  Eurodollar  Revolving  Loans,  or to  continue  or convert
outstanding Loans as or into Eurodollar Loans,  shall be suspended.  In the case
of the making of a Eurodollar Revolving Borrowing,  such Lender's Revolving Loan
shall be made as a Base Rate Loan as part of the same  Revolving  Borrowing  for
the  same  Interest  Period  and  if  the  affected   Eurodollar  Loan  is  then
outstanding,  such Loan shall be converted to a Base Rate Loan either (i) on the
last day of the then current Interest Period  applicable to such Eurodollar Loan
if such Lender may lawfully  continue to maintain such Loan to such date or (ii)
immediately if such Lender shall determine that it may not lawfully  continue to
maintain such Eurodollar Loan to such date.  Notwithstanding the foregoing,  the
affected Lender shall, prior to giving such notice to the Administrative  Agent,
designate a different  Applicable Lending Office if such designation would avoid
the need for giving such notice and if such  designation  would not otherwise be
disadvantageous to such Lender in the good faith exercise of its discretion.

          Section 2.17 Increased Costs.

          (a) If any Change in Law shall:

               (i)  impose,  modify  or deem  applicable  any  reserve,  special
          deposit or similar  requirement that is not otherwise  included in the
          determination  of the Adjusted LIBO Rate hereunder  against assets of,
          deposits with or for the account of, or credit extended by, any Lender
          (except any such reserve  requirement  reflected in the Adjusted  LIBO
          Rate) or the Issuing Bank; or

               (ii)  impose  on  any  Lender  or on  the  Issuing  Bank  or  the
          eurodollar   interbank  market  any  other  condition  affecting  this
          Agreement or any Eurodollar Loans made by such Lender or any Letter of
          Credit or any participation therein;

and the  result  of the  foregoing  is to  increase  the cost to such  Lender of
making,  converting  into,  continuing or  maintaining  a Eurodollar  Loan or to
increase  the cost to such Lender or the  Issuing  Bank of  participating  in or
issuing any Letter of Credit or to reduce the amount  received or  receivable by
such Lender or the Issuing Bank hereunder (whether of principal, interest or any
other  amount),  then the Borrower  shall promptly pay, upon written notice from
and demand by such Lender on the Borrower (with a copy of such notice and demand
to the  Administrative  Agent), to the  Administrative  Agent for the account of
such  Lender,  within five (5)  Business  Days after the date of such notice and
demand, additional amount or amounts sufficient to compensate such Lender or the
Issuing  Bank,  as the  case may be,  for  such  additional  costs  incurred  or
reduction suffered.

          (b) If any Lender or the Issuing Bank shall have determined that on or
after  the  date  of  this  Agreement  any  Change  in  Law  regarding   capital
requirements has or would have the effect of reducing the rate of return on such
Lender's or the Issuing  Bank's  capital (or on the capital of such  Lender's or
the Issuing  Bank's  parent  corporation)  as a consequence  of its  obligations
hereunder  or under or in respect of any Letter of Credit to a level  below that
which such Lender or the  Issuing  Bank or such  Lender's or the Issuing  Bank's
parent  corporation  could have achieved but for such Change in Law (taking into
consideration  such Lender's or the Issuing  Bank's  policies or the policies of
such Lender's or the Issuing Bank's parent  corporation  with respect to capital
adequacy) then,  from time to time,  within five (5) Business Days after receipt
by the  Borrower of written  demand by such Lender  (with a copy  thereof to the
Administrative  Agent),  the Borrower  shall pay to such Lender such  additional
amounts as will  compensate  such Lender or the Issuing Bank or such Lender's or
the Issuing Bank's parent corporation for any such reduction suffered.

          (c) A  certificate  of a Lender or the Issuing Bank setting  forth the
amount or amounts  necessary  to  compensate  such Lender or the Issuing Bank or
such  Lender's or the Issuing  Bank's  parent  corporation,  as the case may be,
specified in paragraph (a) or (b) of this Section 2.17 shall be delivered to the
Borrower  (with a copy to the  Administrative  Agent)  and shall be  conclusive,
absent  manifest  error.  The Borrower  shall pay any such Lender or the Issuing
Bank,  as the case may be, such amount or amounts  within 10 days after  receipt
thereof.



{OR396390;8}                           22


<PAGE>
          (d) Failure or delay on the part of any Lender or the Issuing  Bank to
demand compensation  pursuant to this Section 2.17 shall not constitute a waiver
of such  Lender's  or the  Issuing  Bank's  right to demand  such  compensation;
provided,  that the Borrower shall not be required to compensate a Lender or the
Issuing Bank under this Section for any increased  costs or reductions  incurred
more than six (6) months  prior to the date that such Lender or the Issuing Bank
notifies the Borrower of such increased costs or reductions and of such Lender's
or the  Issuing  Bank's  intention  to  claim  compensation  therefor;  provided
further,  that if the  Change  in Law  giving  rise to such  increased  costs or
reductions  is  retroactive,  then such  six-month  period  shall be extended to
include the period of such retroactive effect.

          Section 2.18 Funding Indemnity. In the event of (a) the payment of any
principal of a Eurodollar Loan other than on the last day of the Interest Period
applicable  thereto  (including  as a result  of an Event of  Default),  (b) the
conversion or  continuation of a Euro- dollar Loan other than on the last day of
the Interest Period  applicable  thereto,  or (c) the failure by the Borrower to
borrow, prepay, convert or continue any Eurodollar Loan on the date specified in
any  applicable  notice  (regardless  of whether  such  notice is  withdrawn  or
revoked),  then, in any such event,  the Borrower shall  compensate each Lender,
within five (5) Business  Days after  written  demand from such Lender,  for any
loss,  cost or expense  attributable  to such event. In the case of a Eurodollar
Loan, such loss, cost or expense shall be deemed to include an amount determined
by such  Lender to be the excess,  if any,  of (i) the amount of  interest  that
would have accrued on the principal amount of such Eurodollar Loan if such event
had not occurred at the Adjusted LIBO Rate  applicable to such  Eurodollar  Loan
for the period  from the date of such event to the last day of the then  current
Interest  Period  therefor  (or in the case of a failure to  borrow,  convert or
continue,  for the  period  that would  have been the  Interest  Period for such
Eurodollar  Loan) over (ii) the  amount of  interest  that  would  accrue on the
principal  amount of such  Eurodollar  Loan for the same period if the  Adjusted
LIBO Rate were set on the date such  Eurodollar Loan was prepaid or converted or
the date on which the  Borrower  failed to  borrow,  convert  or  continue  such
Eurodollar  Loan. A certificate as to any  additional  amount payable under this
Section 2.18 submitted to the Borrower by any Lender shall be conclusive, absent
manifest error.

          Section 2.19 Taxes.

          (a) Any and all  payments  by or on account of any  obligation  of the
Borrower hereunder shall be made free and clear of and without deduction for any
Indemnified  Taxes or  Other  Taxes;  provided,  that if the  Borrower  shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable  shall be  increased  as  necessary so that after making all
required deductions  (including deductions applicable to additional sums payable
under this Section  2.19) the  Administrative  Agent,  any Lender or the Issuing
Bank (as the case may be) shall receive an amount equal to the sum it would have
received had no such  deductions  been made,  (ii) the Borrower  shall make such
deductions  and (iii) the  Borrower  shall pay the full  amount  deducted to the
relevant Governmental Authority in accordance with applicable law.

          (b) In  addition,  the  Borrower  shall  pay any  Other  Taxes  to the
relevant Governmental Authority in accordance with applicable law.

          (c) The Borrower shall indemnify the Administrative Agent, each Lender
and the  Issuing  Bank,  within  five (5)  Business  Days after  written  demand
therefor,  for the full amount of any  Indemnified  Taxes or Other Taxes paid by
the  Administrative  Agent, such Lender or the Issuing Bank, as the case may be,
on or with  respect to any  payment by or on  account of any  obligation  of the
Borrower  hereunder  (including  Indemnified  Taxes or Other  Taxes  imposed  or
asserted on or  attributable to amounts payable under this Section 2.19) and any
penalties,  interest and reasonable  expenses arising  therefrom or with respect
thereto,  whether or not such Indemnified Taxes or Other Taxes were correctly or
legally  imposed  or  asserted  by  the  relevant  Governmental   Authority.   A
certificate  as to the amount of such  payment  or  liability  delivered  to the
Borrower by a Lender or the Issuing Bank, or by the Administrative  Agent on its
own behalf or on behalf of a Lender or the  Issuing  Bank,  shall be  conclusive
absent manifest error.

          (d) As soon as practicable  after any payment of Indemnified  Taxes or
Other Taxes by the Borrower to a  Governmental  Authority,  the  Borrower  shall
deliver  to the  Administrative  Agent the  original  or a  certified  copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return  reporting such payment or other evidence of such payment  reasonably
satisfactory to the Administrative Agent.

{OR396390;8}                           23


<PAGE>
          (e) Any  Foreign  Lender  that is  entitled  to an  exemption  from or
reduction  of  withholding  tax under the law of the  jurisdiction  in which the
Borrower is located,  or any treaty to which such  jurisdiction is a party, with
respect to payments under this  Agreement  shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or  reasonably  requested by the Borrower as will permit such payments to be
made without  withholding or at a reduced rate.  Without limiting the generality
of the  foregoing,  each  Foreign  Lender  agrees  that it will  deliver  to the
Administrative  Agent and the Borrower (or in the case of a Participant,  to the
Lender from which the related  participation  shall have been purchased) (i) two
(2) duly completed  copies of Internal Revenue Service Form 1001 or 4224, or any
successor  form thereto,  as the case may be,  certifying in each case that such
Foreign  Lender is entitled to receive  payments made by the Borrower  hereunder
and under the Notes  payable to it,  without  deduction  or  withholding  of any
United States federal income taxes and (ii) a duly  completed  Internal  Revenue
Service Form W-8 or W-9, or any successor  form thereto,  as the case may be, to
establish an  exemption  from United State  backup  withholding  tax.  Each such
Foreign Lender shall deliver to the Borrower and the  Administrative  Agent such
forms on or before the date that it becomes a party to this Agreement (or in the
case of a  Participant,  on or before the date such  Participant  purchases  the
related  participation).  In addition, each such Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered by
such  Lender.  Each such  Lender  shall  promptly  notify the  Borrower  and the
Administrative  Agent at any time that it  determines  that it is no longer in a
position to provide any previously delivered certificate to the Borrower (or any
other form of  certification  adopted by the U.S.  taxing  authorities  for such
purpose).

          Section  2.20  Payments  Generally;  Pro Rata  Treatment;  Sharing  of
Set-offs.

          (a) The  Borrower  shall make each  payment  required to be made by it
hereunder  (whether  of  principal,   interest,  fees  or  reimbursement  of  LC
Disbursements, or of amounts payable under Section 2.17, 2.18, 2.19, or 10.3, or
otherwise)  prior to 12:00 noon, on the date when due, in immediately  available
funds, without set-off or counterclaim.  Any amounts received after such time on
any date may, in the discretion of the  Administrative  Agent, be deemed to have
been received on the next  succeeding  Business Day for purposes of  calculating
interest thereon. All such payments shall be made to the Administrative Agent at
the Payment  Office,  except payments to be made directly to the Issuing Bank or
Swingline Lender as expressly  provided herein and except that payments pursuant
to  Sections  2.17,  2.18,  2.19 and 10.3 shall be made  directly to the Persons
entitled thereto.  The  Administrative  Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate  recipient
promptly  following receipt thereof.  If any payment hereunder shall be due on a
day that is not a Business  Day,  the date for payment  shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest  thereon  shall be made payable for the period of such  extension.  All
payments hereunder shall be made in Dollars.

          (b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal,  unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first,  towards  payment of interest  and fees then due  hereunder,  ratably
among the parties  entitled  thereto in accordance  with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder,  ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

          (c) If any  Lender  shall,  by  exercising  any  right  of  set-of  or
counterclaim  or  otherwise,  obtain  payment in respect of any  principal of or
interest on any of its Revolving Loans or  participations in LC Disbursements or
Swingline Loans that would result in such Lender receiving  payment of a greater
proportion of the aggregate amount of its Revolving Loans and  participations in
LC  Disbursements  and  Swingline  Loans and accrued  interest  thereon than the
proportion  received by any other Lender, then the Lender receiving such greater
proportion  shall  purchase  (for  cash at  face  value)  participations  in the
Revolving Loans and  participations  in LC Disbursements  and Swingline Loans of
other  Lenders to the extent  necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance  with the aggregate  amount
of principal of and accrued  interest on their  respective  Revolving  Loans and
participations  in LC Disbursements and Swingline Loans;  provided,  that (i) if
any such  participations  are  purchased  and all or any  portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery,  without  interest,  and
(ii) the  provisions  of this  paragraph  shall not be construed to apply to any
payment  made by the  Borrower  pursuant

{OR396390;8}                           24


<PAGE>
to and in  accordance  with the express  terms of this  Agreement or any payment
obtained  by a  Lender  as  consideration  for  the  assignment  of or sale of a
participation  in any of its  Loans or  participations  in LC  Disbursements  or
Swingline  Loans to any assignee or  participant,  other than to the Borrower or
any  Subsidiary  or  Affiliate  thereof  (as to  which  the  provisions  of this
paragraph shall apply).  The Borrower  consents to the foregoing and agrees,  to
the  extent it may  effectively  do so under  applicable  law,  that any  Lender
acquiring a participation  pursuant to the foregoing  arrangements  may exercise
against the  Borrower  rights of set-off and  counterclaim  with respect to such
participation  as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

          (d) Unless the  Administrative  Agent shall have received  notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the  account of the  Lenders or the Issuing  Bank  hereunder  that the
Borrower will not make such payment,  the  Administrative  Agent may assume that
the Borrower has made such payment on such date in accordance  herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as the case may be, the amount or amounts  due. In such event,  if the  Borrower
has not in fact made such payment, then each of the Lenders or the Issuing Bank,
as the case may be,  severally  agrees  to  repay  to the  Administrative  Agent
forthwith  on demand the amount so  distributed  to such Lender or Issuing  Bank
with interest  thereon,  for each day from and including the date such amount is
distributed  to it to but  excluding  the date of payment to the  Administrative
Agent,  at the greater of the Federal  Funds Rate and a rate  determined  by the
Administrative  Agent in  accordance  with banking  industry  rules on interbank
compensation.

          (e) If any Lender  shall fail to make any payment  required to be made
by it pursuant to Section 2.5(b),  2.20(d),  2.22(d) or (e) or 10.3(d), then the
Administrative  Agent  may,  in its  discretion  (notwithstanding  any  contrary
provision hereof),  apply any amounts thereafter  received by the Administrative
Agent for the account of such Lender to satisfy such Lender's  obligations under
such Sections until all such unsatisfied obligations are fully paid.

          Section 2.21 Mitigation of Obligations; Replacement of Lenders.

          (a) If any Lender requests  compensation under Section 2.17, or if the
Borrower  is  required  to  pay  any  additional  amount  to any  Lender  or any
Governmental  Authority for the account of any Lender  pursuant to Section 2.19,
then such Lender shall use reasonable  efforts to designate a different  lending
office for  funding or booking its Loans  hereunder  or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates,  if, in
the sole  judgment of such Lender,  such  designation  or  assignment  (i) would
eliminate or reduce  amounts  payable under Section 2.17 or Section 2.19, as the
case may be,  in the  future  and (ii)  would  not  subject  such  Lender to any
unreimbursed cost or expense and would not otherwise be  disadvantageous to such
Lender. The Borrower hereby agrees to pay all costs and expenses incurred by any
Lender in connection with such designation or assignment.

          (b) If any Lender requests  compensation under Section 2.17, or if the
Borrower  is  required  to  pay  any  additional  amount  to any  Lender  or any
Governmental  Authority for the account of any Lender  pursuant to Section 2.19,
or if any Lender  defaults in its obligation to fund Loans  hereunder,  then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative  Agent,  require  such  Lender to assign  and  delegate,  without
recourse  (in  accordance  with and  subject  to the  restrictions  set forth in
Section 10.4(b) all its interests,  rights and obligations  under this Agreement
to an assignee that shall assume such obligations (which assignee may be another
Lender);  provided,  that (i) the Borrower shall have received the prior written
consent of the  Administrative  Agent,  which consent shall not be  unreasonably
withheld, (ii) such Lender shall have received payment of an amount equal to the
outstanding  principal amount of all Loans owed to it, accrued interest thereon,
accrued fees and all other amounts  payable to it  hereunder,  from the assignee
(in the case of such  outstanding  principal and accrued  interest) and from the
Borrower (in the case of all other amounts) and (iii) in the case of a claim for
compensation  under  Section  2.17 or payments  required to be made  pursuant to
Section  2.19,   such  assignment  will  not  result  in  a  reduction  in  such
compensation or payments to such Lender from the Borrower. A Lender shall not be
required to make any such  assignment and  delegation  if, prior  thereto,  as a
result of a waiver by such Lender or otherwise,  the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.


{OR396390;8}                           25


<PAGE>
          Section 2.22 Letters of Credit.

          (a) During the Availability Period, the Issuing Bank, in reliance upon
the  agreements  of the other  Lenders  pursuant to Section  2.22(d),  agrees to
issue, at the request of the Borrower,  Letters of Credit for the account of the
Borrower on the terms and conditions hereinafter set forth;  provided,  that (i)
each Letter of Credit shall expire on the earlier of (A) the date one year after
the date of  issuance of such Letter of Credit (or in the case of any renewal or
extension  thereof,  one year after such renewal or extension)  and (B) the date
that is five (5) Business Days prior to the Commitment  Termination  Date;  (ii)
each  Letter of Credit  may be in any stated  amount  subject,  however,  to the
provisions  of clause (iii)  hereof;  and (iii) the Borrower may not request any
Letter of Credit,  if, after giving effect to such issuance (A) the aggregate LC
Exposure  would  exceed  the LC  Commitment  or  (B)  the  sum of the  aggregate
outstanding Revolving Credit Exposures of all Lenders would exceed the lesser of
(1) the Aggregate Revolving Commitments and (2) the Borrowing Availability. Upon
the issuance of each Letter of Credit each Lender shall be deemed to, and hereby
irrevocably  and  unconditionally  agrees to,  purchase  from the  Issuing  Bank
without recourse a participation in such Letter of Credit equal to such Lender's
Pro Rata Share of the aggregate  amount  available to be drawn under such Letter
of Credit.  Each  issuance of a Letter of Credit  shall be deemed to utilize the
Revolving  Commitment  of each  Lender by an amount  equal to the amount of such
participation.

          (b) To request the  issuance of a Letter of Credit (or any  amendment,
renewal or extension of an  outstanding  Letter of Credit),  the Borrower  shall
give the Issuing Bank and the Administrative Agent irrevocable written notice at
least  three (3)  Business  Days prior to the  requested  date of such  issuance
specifying  the date (which shall be a Business Day) such Letter of Credit is to
be issued (or amended,  extended or renewed, as the case may be), the expiration
date of such  Letter of Credit,  the amount of such  Letter of Credit , the name
and address of the  beneficiary  thereof and such other  information as shall be
necessary to prepare,  amend, renew or extend such Letter of Credit. In addition
to the  satisfaction  of the  conditions  in Article  III,  the issuance of such
Letter of Credit (or any amendment  which increases the amount of such Letter of
Credit)  will be subject to the  further  conditions  that such Letter of Credit
shall be in such form and contain such terms as the Issuing  Bank shall  approve
and  that  the  Borrower  shall  have  executed  and  delivered  any  additional
applications,  agreements and  instruments  relating to such Letter of Credit as
the Issuing Bank shall reasonably  require;  provided,  that in the event of any
conflict  between  such   applications,   agreements  or  instruments  and  this
Agreement, the terms of this Agreement shall control.

          (c) At least two (2) Business Days prior to the issuance of any Letter
of Credit,  the Issuing  Bank will  confirm  with the  Administrative  Agent (by
telephone or in writing) that the Administrative  Agent has received such notice
and if not, the Issuing Bank will provide the  Administrative  Agent with a copy
thereof.  Unless the Issuing  Bank has received  notice from the  Administrative
Agent on or before the Business Day  immediately  preceding the date the Issuing
Bank is to issue the requested  Letter of Credit  directing the Issuing Bank not
to issue the  Letter of  Credit  because  such  issuance  is not then  permitted
hereunder because of the limitations set forth in Section 2.22(a) or that one or
more conditions  specified in Article III are not then satisfied,  then, subject
to the terms and  conditions  hereof,  the Issuing Bank shall,  on the requested
date,  issue such Letter of Credit in accordance  with the Issuing  Bank's usual
and customary business practices.

          (d) The  Issuing  Bank  shall  examine  all  documents  purporting  to
represent a demand for payment under a Letter of Credit  promptly  following its
receipt   thereof.   The  Issuing   Bank  shall  notify  the  Borrower  and  the
Administrative Agent of such demand for payment and whether the Issuing Bank has
made or will make a LC Disbursement  thereunder;  provided,  that any failure to
give or delay in giving  such  notice  shall not  relieve  the  Borrower  of its
obligation to reimburse the Issuing Bank and the Lenders with respect to such LC
Disbursement. The Borrower shall be irrevocably and unconditionally obligated to
reimburse the Issuing Bank for any LC Disbursements  paid by the Issuing Bank in
respect of such drawing, without presentment, demand or other formalities of any
kind.  Unless  the  Borrower  shall  have  notified  the  Issuing  Bank  and the
Administrative  Agent prior to 11:00 a.m. on the Business Day immediately  prior
to the date on which  such  drawing  is  honored  that the  Borrower  intends to
reimburse  the Issuing  Bank for the amount of such  drawing in funds other than
from the  proceeds of  Revolving  Loans,  the  Borrower  shall be deemed to have
timely  given a  Notice  of  Revolving  Borrowing  to the  Administrative  Agent
requesting  the Lenders to make a Base Rate  Borrowing on the date on which such
drawing is honored in an exact amount due to the Issuing  Bank;  provided,  that
for purposes  solely of such Borrowing,  the conditions  precedents set forth in
Section  3.2 hereof  shall not be  applicable.  The  Administrative  Agent shall
notify the Lenders of such  Borrowing in  accordance  with Section 2.3, and each
Lender shall make the

{OR396390;8}                           26


<PAGE>
proceeds  of its Base Rate Loan  included  in such  Borrowing  available  to the
Administrative  Agent for the account of the  Issuing  Bank in  accordance  with
Section  2.6. The proceeds of such  Borrowing  shall be applied  directly by the
Administrative Agent to reimburse the Issuing Bank for such LC Disbursement.

          (e) If for any reason a Base Rate  Borrowing may not be (as determined
in the  sole  discretion  of the  Administrative  Agent),  or is  not,  made  in
accordance  with the  foregoing  provisions,  then each  Lender  (other than the
Issuing  Bank) shall be  obligated  to fund the  participation  that such Lender
purchased pursuant to subsection (a) in an amount equal to its Pro Rata Share of
such LC Disbursement on and as of the date which such Base Rate Borrowing should
have  occurred.  Each  Lender's  obligation to fund its  participation  shall be
absolute  and  unconditional  and shall  not be  affected  by any  circumstance,
including without limitation (i) any setoff, counterclaim,  recoupment,  defense
or other right that such Lender or any other Person may have against the Issuing
Bank or any other  Person for any reason  whatsoever,  (ii) the  existence  of a
Default or an Event of Default or the  termination  of the  Aggregate  Revolving
Commitments,  (iii) any adverse change in the condition (financial or otherwise)
of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by
the Borrower or any other Lender, (v) any amendment, renewal or extension of any
Letter of Credit or (vi) any other circumstance,  happening or event whatsoever,
whether  or not  similar  to  any  of the  foregoing.  On  the  date  that  such
participation is required to be funded, each Lender shall promptly transfer,  in
immediately   available   funds,   the  amount  of  its   participation  to  the
Administrative Agent for the account of the Issuing Bank. Whenever,  at any time
after the  Issuing  Bank has  received  from any such  Lender  the funds for its
participation  in a LC  Disbursement,  the Issuing  Bank (or the  Administrative
Agent on its behalf) receives any payment on account thereof, the Administrative
Agent or the Issuing  Bank,  as the case may be, will  distribute to such Lender
its Pro Rata Share of such payment;  provided,  that if such payment is required
to be  returned  for any  reason  to the  Borrower  or to a  trustee,  receiver,
liquidator,  custodian or similar  official in any bankruptcy  proceeding,  such
Lender will return to the  Administrative  Agent or the Issuing Bank any portion
thereof previously  distributed by the Administrative  Agent or the Issuing Bank
to it.

          (f) To the  extent  that  any  Lender  shall  fail to pay  any  amount
required to be paid  pursuant to  paragraph  (d) of this Section 2.22 on the due
date  therefor,  such Lender shall pay interest to the Issuing Bank (through the
Administrative Agent) on such amount from such due date to the date such payment
is made at a rate per annum equal to the Federal Funds Rate;  provided,  that if
such Lender shall fail to make such payment to the Issuing Bank within three (3)
Business Days of such due date, then, retroactively to the due date, such Lender
shall be obligated to pay interest on such amount at the Default Rate.

          (g) If any Event of  Default  shall  occur and be  continuing,  on the
Business Day that the Borrower receives notice from the Administrative  Agent or
the Required Lenders  demanding the deposit of cash collateral  pursuant to this
paragraph,  the Borrower  shall  deposit in an account  with the  Administrative
Agent,  in the  name of the  Administrative  Agent  and for the  benefit  of the
Lenders,  an amount in cash  equal to the LC  Exposure  as of such date plus any
accrued and unpaid interest  thereon;  provided,  that the obligation to deposit
such cash collateral shall become effective immediately,  and such deposit shall
become immediately due and payable,  with demand or notice of any kind, upon the
occurrence  of any Event of Default with  respect to the  Borrower  described in
clause  (g)  or  (h)  of  Section  8.1.  Such  deposit  shall  be  held  by  the
Administrative  Agent as  collateral  for the  payment  and  performance  of the
obligations of the Borrower under this Agreement. The Administrative Agent shall
have  exclusive   dominion  and  control,   including  the  exclusive  right  of
withdrawal,   over  such  account.   At  the  request  of  the   Borrower,   the
Administrative Agent shall hold such deposit in an interest-bearing money market
demand  deposit  account at the  Borrower's  risk and expense;  otherwise,  such
deposit  shall  not  bear  interest.  Interest  and  profits,  if  any,  on such
investments  shall  accumulate  in such  account.  Moneys in such account  shall
applied  by the  Administrative  Agent  to  reimburse  the  Issuing  Bank for LC
Disbursements for which it had not been reimbursed and to the extent so applied,
shall be held  for the  satisfaction  of the  reimbursement  obligations  of the
Borrower  for the LC Exposure at such time or, if the  maturity of the Loans has
been  accelerated,  with the  consent  of the  Required  Lenders,  be applied to
satisfy other obligations of the Borrower under this Agreement.  If the Borrower
is required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default,  such amount (to the extent not so applied as
aforesaid)  shall be returned to the Borrower with three Business Days after all
Events of Default have been cured or waived.

          (h) Promptly  following  the end of each fiscal  quarter,  the Issuing
Bank shall  deliver  (through the  Administrative  Agent) to each Lender and the
Borrower a report describing the aggregate Letters of Credit

{OR396390;8}                           27


<PAGE>
outstanding  at the end of such fiscal  quarter.  Upon the request of any Lender
from time to time,  the  Issuing  Bank shall  deliver  to such  Lender any other
information  reasonably  requested by such Lender with respect to each Letter of
Credit then outstanding.

          (i) The Borrower's obligation to reimburse LC Disbursements  hereunder
shall be absolute, unconditional and irrevocable and shall be performed strictly
in  accordance  with  the  terms  of  this  Agreement  under  all  circumstances
whatsoever and irrespective of any of the following circumstances:

          (i) Any lack of validity or  enforceability of any Letter of Credit or
     this Agreement;

          (ii) The existence of any claim, set-off, defense or other right which
     the Borrower or any Subsidiary or Affiliate of the Borrower may have at any
     time against a  beneficiary  or any  transferee of any Letter of Credit (or
     any Persons or entities for whom any such  beneficiary or transferee may be
     acting),  any Lender  (including  the  Issuing  Bank) or any other  Person,
     whether in  connection  with this  Agreement or the Letter of Credit or any
     document related hereto or thereto or any unrelated transaction;

          (iii) Any draft or other document  presented  under a Letter of Credit
     proving to be forged, fraudulent or invalid in any respect or any statement
     therein being untrue or inaccurate in any respect;

          (iv)  Payment by the  Issuing  Bank  under a Letter of Credit  against
     presentation of a draft or other document to the Issuing Bank that does not
     comply with the terms of such Letter of Credit;

          (v) Any other event or circumstance whatsoever, whether or not similar
     to any of the foregoing, that might, but for the provisions of this Section
     2.22,  constitute a legal or equitable  discharge of, or provide a right of
     setoff against, the Borrower's obligations hereunder; or

          (vi) The existence of a Default or an Event of Default.

Neither the Administrative  Agent, the Issuing Bank, the Lenders nor any Related
Party of any of the  foregoing  shall have any  liability or  responsibility  by
reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to above), or any error, omission, interruption, loss
or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit  (including  any document  required to
make a drawing  thereunder),  any error in  interpretation of technical terms or
any  consequence  arising  from causes  beyond the control of the Issuing  Bank;
provided,  that the foregoing  shall not be construed to excuse the Issuing Bank
from  liability to the Borrower to the extent of any direct  damages (as opposed
to  consequential  damages,  claims in respect of which are hereby waived by the
Borrower to the extent  permitted by  applicable  law)  suffered by the Borrower
that are caused by the Issuing Bank's failure to exercise care when  determining
whether drafts or other documents presented under a Letter of Credit comply with
the terms thereof.  The parties hereto expressly  agree,  that in the absence of
gross  negligence  or willful  misconduct  on the part of the  Issuing  Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have exercised care in each such  determination.  In furtherance of
the foregoing and without  limiting the  generality  thereof,  the parties agree
that,  with  respect to documents  presented  that appear on their face to be in
substantial  compliance  with the terms of a Letter of Credit,  the Issuing Bank
may, in its sole discretion,  either accept and make payment upon such documents
without  responsibility for further  investigation,  regardless of any notice or
information  to the  contrary,  or refuse to accept and make  payment  upon such
documents if such documents are not in strict  compliance with the terms of such
Letter of Credit.

          (j) Each Letter of Credit shall be subject to the Uniform  Customs and
Practice for  Documentary  Credits  (1993  Revision),  International  Chamber of
Commerce  Publication No.500, as the same may be amended from time to time, and,
to the extent not  inconsistent  therewith,  the governing law of this Agreement
set forth in Section 10.5.




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<PAGE>
                                  ARTICLE III

               CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT

          Section  3.1  Conditions  To  Effectiveness.  The  obligations  of the
Lenders (including the Swingline Lender) to make Loans and the obligation of the
Issuing Bank to issue any Letter of Credit  hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or waived
in accordance with Section 10.2).

          (a) The  Administrative  Agent shall have  received all fees and other
amounts due and payable on or prior to the Closing Date, including reimbursement
or payment of all out-of-pocket expenses (including reasonable fees, charges and
disbursements of counsel to the Administrative  Agent) required to be reimbursed
or paid by the Borrower  hereunder,  under any other Loan Document and under any
agreement  with  the  Administrative  Agent  or  SunTrust  Equitable  Securities
Corporation, as Arranger.

          (b) The Administrative  Agent (or its counsel) shall have received the
following:

               (i) a  counterpart  of this  Agreement  signed by or on behalf of
          each  party   thereto  or  written   evidence   satisfactory   to  the
          Administrative  Agent (which may include  telecopy  transmission  of a
          signed  signature page of this Agreement) that such party has signed a
          counterpart of this Agreement;

               (ii) if requested by any Lender,  duly executed  Notes payable to
          such Lender;

               (iii)  a  duly  executed   Subsidiary   Guarantee  Agreement  and
          Indemnity and Contribution Agreement;

               (iv) a  certificate  of the  Secretary or Assistant  Secretary of
          each Loan Party,  attaching and certifying copies of its bylaws and of
          the resolutions of its boards of directors, authorizing the execution,
          delivery and  performance of the Loan Documents to which it is a party
          and certifying  the name,  title and true signature of each officer of
          such Loan Party executing the Loan Documents to which it is a party;

               (v) certified  copies of the articles of  incorporation  or other
          charter  documents of each Loan Party,  together with  certificates of
          good standing or existence,  as may be available from the Secretary of
          State of the jurisdiction of incorporation of such Loan Party and each
          other  jurisdiction  where such Loan Party is required to be qualified
          to do business as a foreign corporation;

               (vi) a favorable  written  opinion of  Kirschner & Legler,  P.A.,
          counsel to the Loan Parties, addressed to the Administrative Agent and
          each  of the  Lenders,  drafted  in  accordance  with  the  Report  on
          Standards  for Opinions of Florida Legal Counsel for Business and Real
          Estate  Transactions (June 1997) and covering such matters relating to
          the Loan Parties, the Loan Documents and the transactions contemplated
          therein as the  Administrative  Agent or the  Required  Lenders  shall
          reasonably request;

               (vii) a  certificate,  dated  the  Closing  Date and  signed by a
          Responsible  Officer,  confirming  compliance  with the conditions set
          forth in paragraphs (a), (b) and (c) of Section 3.2;

               (viii)   certified    copies   of   all   consents,    approvals,
          authorizations,  registrations  or  filings  required  to be  made  or
          obtained  by each  Loan  Party in  connection  with the  Loans and any
          transaction being financed with the proceeds of the Loans;

               (ix)  duly  executed  payoff  letters,   in  form  and  substance
          satisfactory  to the  Administrative  Agent,  executed  by each lender
          holding Indebtedness to be refinanced at closing;

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<PAGE>
               (x) a  certificate  of insurance  issued on behalf of insurers of
          each Loan Party, describing in reasonable detail the types and amounts
          of insurance  (property and liability)  maintained by such Loan Party,
          naming  the  Administrative  Agent as  additional  insured  under  all
          liability insurance;

               (xi)  duly  executed   Notices  of  Borrowing,   if   applicable,
          accompanied by a Borrowing  Availability  Certificate as of the end of
          the most current fiscal  quarter  preceding the effective date hereof;
          and

               (xii) a duly executed funds disbursement agreement.

          Section 3.2 Each Credit Event. The obligation of each Lender to make a
Loan on the occasion of any Borrowing  and of the Issuing Bank to issue,  amend,
renew or extend  any  Letter of Credit is  subject  to the  satisfaction  of the
following conditions:

          (a) at the  time  of and  immediately  after  giving  effect  to  such
Borrowing  or the  issuance,  amendment,  renewal or extension of such Letter of
Credit, as applicable, no Default or Event of Default shall exist;

          (b) all representations and warranties of each Loan Party set forth in
the Loan Documents shall be true and correct in all material  respects on and as
of the date of such Borrowing or the date of issuance,  amendment,  extension or
renewal of such Letter of Credit,  in each case before and after  giving  effect
thereto;

          (c)  since the date of the most  recent  financial  statements  of the
Borrower described in Section 5.1(a),  there shall have been no change which has
had or could reasonably be expected to have a Material Adverse Effect; and

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

          Each Borrowing and each issuance,  amendment,  extension or renewal of
any Letter of Credit shall be deemed to constitute a representation and warranty
by the  Borrower on the date thereof as to the matters  specified in  paragraphs
(a), (b) and (c) of this Section 3.2.

          Section  3.3  Delivery  of  Documents.  All  of  the  Loan  Documents,
certificates,  legal opinions and other documents and papers referred to in this
Article   III,   unless   otherwise   specified,   shall  be  delivered  to  the
Administrative  Agent for the account of each of the Lenders and, except for the
Notes, in sufficient counterparts or copies for each of the Lenders and shall be
in form and substance satisfactory in all respects to the Administrative Agent.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

          The Borrower  represents and warrants to the Administrative  Agent and
each Lender as follows:








{OR396390;8}                           30


<PAGE>
          Section  4.1   Existence;   Power.   The  Borrower  and  each  of  its
Subsidiaries  (i) is duly organized,  validly existing and in good standing as a
corporation under the laws of the jurisdiction of its organization, (ii) has all
requisite  power and  authority to carry on its business as now  conducted,  and
(iii)  is  duly  qualified  to do  business,  and is in good  standing,  in each
jurisdiction where such qualification is required,  except where a failure to be
so qualified  could not  reasonably be expected to result in a Material  Adverse
Effect.

          Section  4.2  Organizational  Power;  Authorization.   The  execution,
delivery and performance by each Loan Party of the Loan Documents to which it is
a party are within such Loan  Party's  organizational  powers and have been duly
authorized  by  all  necessary  organizational,  and if  required,  stockholder,
action. This Agreement has been duly executed and delivered by the Borrower, and
constitutes,  and each other Loan  Document  to which any Loan Party is a party,
when  executed and  delivered  by such Loan Party,  will  constitute,  valid and
binding  obligations  of the  Borrower  or such Loan Party (as the case may be),
enforceable  against it in accordance with their respective terms, except as may
be limited by applicable bankruptcy, insolvency, reorganization,  moratorium, or
similar laws  affecting the  enforcement of creditors'  rights  generally and by
general principles of equity.

          Section 4.3  Governmental  Approvals;  No  Conflicts.  The  execution,
delivery and  performance  by the Borrower of this  Agreement,  and by each Loan
Party of the other Loan  Documents to which it is a party (a) do not require any
consent or  approval  of,  registration  or filing  with,  or any action by, any
Governmental  Authority,  except those as have been  obtained or made and are in
full force and  effect or where the  failure  to do so,  individually  or in the
aggregate,  could not reasonably be expected to have a Material  Adverse Effect,
(b) will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of the Borrower or any of its Subsidiaries or any
order of any Governmental Authority, (c) will not violate or result in a default
under any indenture,  material agreement or other material instrument binding on
the Borrower or any of its  Subsidiaries  or any of its assets or give rise to a
right thereunder to require any payment to be made by the Borrower or any of its
Subsidiaries  and (d) will not result in the creation or  imposition of any Lien
on any asset of the Borrower or any of its  Subsidiaries,  except Liens (if any)
created under the Loan Documents.

          Section 4.4 Financial  Statements.  The Borrower has furnished to each
Lender  (a) the  audited  consolidated  balance  sheet of the  Borrower  and its
Subsidiaries as of December 30, 2000 and the related consolidated  statements of
income,  shareholders'  equity  and cash  flows for the  fiscal  year then ended
reported on by  PricewaterhouseCoopers  LLP and (b) the  unaudited  consolidated
balance  sheet of the Borrower and its  Subsidiaries  as at the end of March 31,
2001, and the related unaudited consolidated statements of income and cash flows
for the fiscal  quarter and  year-to-date  period then  ending,  certified  by a
Responsible  Officer.  Such financial statements fairly present the consolidated
financial  condition of the Borrower and its  Subsidiaries  as of such dates and
the consolidated  results of operations for such periods in conformity with GAAP
consistently applied,  subject to year- end audit adjustments and the absence of
footnotes  in the  case of the  statements  referred  to in  clause  (b).  Since
December 30,  2000,  there have been no changes with respect to the Borrower and
its Subsidiaries  which have had or could reasonably be expected to have, singly
or in the aggregate, a Material Adverse Effect.

          Section 4.5 Litigation and Environmental Matters

          (a) No  litigation,  investigation  or  proceeding  of or  before  any
arbitrators or Governmental  Authorities is pending against or, to the knowledge
of the  Borrower,  threatened  against or  affecting  the Borrower or any of its
Subsidiaries  (i) as to which there is a  reasonable  possibility  of an adverse
determination that could reasonably be expected to have, either  individually or
in the  aggregate,  a Material  Adverse Effect or (ii) which in any manner draws
into question the validity or enforceability of this Agreement or any other Loan
Document.

          (b) Except for the  matters  set forth on  Schedule  4.5,  neither the
Borrower  nor  any of its  Subsidiaries  (i)  has  failed  to  comply  with  any
Environmental Law or to obtain,  maintain or comply with any permit,  license or
other approval  required under any  Environmental  Law that could  reasonably be
expected to have,  either  individually or in the aggregate,  a Material Adverse
Effect,  (ii) has  become  subject  to any  Environmental  Liability  that could
reasonably  be expected to have,  either  individually  or in the  aggregate,  a
Material Adverse Effect,  (iii) has received notice of any claim with respect to
any  Environmental  Liability that could reasonably be expected to have,  either
individually or in the aggregate, a Material Adverse Effect or (iv) knows of any
basis for any Environmental

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<PAGE>
Liability that could reasonably be expected to have,  either  individually or in
the aggregate, a Material Adverse Effect.

          Section 4.6 Compliance with Laws and Agreements. The Borrower and each
Subsidiary is in compliance with (a) all applicable laws, rules, regulations and
orders of any  Governmental  Authority,  and (b) all  indentures,  agreements or
other   instruments   binding   upon  it  or  its   properties,   except   where
non-compliance,  either  singly or in the  aggregate,  could not  reasonably  be
expected to result in a Material Adverse Effect.

          Section 4.7 Investment  Company Act, Etc. Neither the Borrower nor any
of its Subsidiaries is (a) an "investment company", as defined in, or subject to
regulation under, the Investment Company Act of 1940, as amended, (b) a "holding
company"  as defined  in, or subject to  regulation  under,  the Public  Utility
Holding  Company Act of 1935, as amended or (c)  otherwise  subject to any other
regulatory scheme limiting its ability to incur debt.

          Section 4.8 Taxes.  The Borrower and its  Subsidiaries  and each other
Person for whose taxes the Borrower or any  Subsidiary  could become liable have
timely filed or caused to be filed all Federal  income tax returns and all other
material tax returns  that are  required to be filed by them,  and have paid all
taxes shown to be due and  payable on such  returns or on any  assessments  made
against it or its property and all other taxes, fees or other charges imposed on
it or any of its  property  by any  Governmental  Authority,  except  (i) to the
extent the  failure to do so would not have a  Material  Adverse  Effect or (ii)
where  the same are  currently  being  contested  in good  faith by  appropriate
proceedings and for which the Borrower or such  Subsidiary,  as the case may be,
has set aside on its books adequate reserves. The charges, accruals and reserves
on the books of the Borrower and its  Subsidiaries  in respect of such taxes are
adequate,  and no tax  liabilities  that  could be  materially  in excess of the
amount so provided are anticipated.

          Section  4.9 Margin  Regulations.  None of the  proceeds of any of the
Loans or Letters  of Credit  will be used for  "purchasing"  or  "carrying"  any
"margin  stock"  with  the  respective  meanings  of each of  such  terms  under
Regulation U as now and from time to time hereafter in effect or for any purpose
that violates the provisions of the applicable Margin Regulations.

          Section  4.10  ERISA.  No ERISA Event has  occurred  or is  reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a  Material  Adverse  Effect.  The  present  value of all  accumulated
benefit  obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial  Standards No. 87) did not, as of the date of the most
recent  financial  statements  reflecting  such  amounts,  exceed  by more  than
$500,000 the fair market value of the assets of such Plan, and the present value
of all accumulated  benefit  obligations of all underfunded  Plans (based on the
assumptions  used for purposes of Statement of Financial  Standards  No. 87) did
not,  as of the date of the most recent  financial  statements  reflecting  such
amounts, exceed by more than $500,000 the fair market value of the assets of all
such underfunded Plans.

          Section 4.11 Ownership of Property

          (a) Each of the  Borrower and its  Subsidiaries  has good title to, or
valid leasehold  interests in, all of its real and personal property material to
the operation of its business.

          (b) Each of the Borrower and its Subsidiaries owns, or is licensed, or
otherwise has the right, to use, all patents,  trademarks,  service marks, trade
names,  copyrights and other intellectual property material to its business, and
the use thereof by the  Borrower and its  Subsidiaries  does not infringe on the
rights of any other Person, except for any such infringements that, individually
or in the aggregate, would not have a Material Adverse Effect.

          Section 4.12 Disclosure. The Borrower has disclosed to the Lenders all
agreements,  instruments,  and  corporate  or other  restrictions  to which  the
Borrower or any of its  Subsidiaries is subject,  and all other matters known to
any of  them,  that,  individually  or in the  aggregate,  could  reasonably  be
expected  to  result in a  Material  Adverse  Effect.  Neither  the  Information
Memorandum nor any of the reports (including without

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<PAGE>
limitation all reports that the Borrower is required to file with the Securities
and  Exchange   Commission),   financial   statements,   certificates  or  other
information  furnished  by or on behalf of the  Borrower  to the  Administrative
Agent or any Lender in connection  with the  negotiation  or syndication of this
Agreement or any other Loan Document or delivered  hereunder or  thereunder  (as
modified or  supplemented  by any other  information so furnished)  contains any
material  misstatement  of fact or omits to state any material fact necessary to
make the statements  therein,  taken as a whole,  in light of the  circumstances
under which they were made, not misleading.

          Section 4.13 Labor Relations.  There are no strikes, lockouts or other
material  labor  disputes  or  grievances  against  the  Borrower  or any of its
Subsidiaries,  or, to the Borrower's knowledge,  threatened against or affecting
the  Borrower  or any of its  Subsidiaries,  and  no  significant  unfair  labor
practice,  charges or grievances are pending  against the Borrower or any of its
Subsidiaries,  or to the Borrower's  knowledge,  threatened  against any of them
before any Governmental Authority.  All payments due from the Borrower or any of
its  Subsidiaries  pursuant  to  the  provisions  of any  collective  bargaining
agreement  have been paid or accrued as a liability on the books of the Borrower
or any such  Subsidiary,  except where the failure to do so could not reasonably
be expected to have a Material Adverse Effect.

          Section 4.14  Eligible  Inventory.  The Borrower or a  Subsidiary,  as
applicable,  is the absolute  owner of the Eligible  Inventory free and clear of
all  Liens  (except  as  otherwise  permitted  by  the  definition  of  Eligible
Inventory)  and all such  Eligible  Inventory  is located at one of the business
locations or leased storage  facilities of the Borrower and its  Subsidiaries as
set forth on  Schedule  4.14 or is in transit  to one or more of such  locations
under  a bill of  lading  showing  Borrower  or one of its  Subsidiaries  as the
consignee thereon.

          Section 4.15  Subsidiaries.  Schedule 4.15 sets forth the name of, the
ownership interest of the Borrower in, the jurisdiction of incorporation of, and
the type of, each Subsidiary and identifies each Subsidiary that is a Subsidiary
Loan Party, in each case as of the Closing Date.



                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

          The  Borrower  covenants  and agrees  that so long as any Lender has a
Commitment  hereunder or the principal of and interest on any Loan or any fee or
any LC Disbursement remains unpaid or any Letter of Credit remains outstanding:

          Section 5.1 Financial  Statements and Other Information.  The Borrower
will deliver to the Administrative Agent and each Lender:

          (a) as soon as available and in any event within 90 days after the end
of each fiscal year of Borrower,  a copy of the annual  audited  report for such
fiscal year for the Borrower  and its  Subsidiaries,  containing a  consolidated
balance sheet of the Borrower and its  Subsidiaries as of the end of such fiscal
year and the related consolidated statements of income, stockholders' equity and
cash  flows  (together  with all  footnotes  thereto)  of the  Borrower  and its
Subsidiaries  for such fiscal year,  setting  forth in each case in  comparative
form the figures for the previous  fiscal  year,  all in  reasonable  detail and
reported  on  by   PricewaterhouseCoopers   LLP  or  other  independent   public
accountants of nationally recognized standing (without a "going concern" or like
qualification,  exception  or  explanation  and  without  any  qualification  or
exception  as to  scope  of  such  audit)  to the  effect  that  such  financial
statements  present fairly in all material respects the financial  condition and
the results of operations of the Borrower and its  Subsidiaries  for such fiscal
year on a consolidated basis 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) as soon as available and in any event within 45 days after the end
of each of the first three fiscal  quarters of each fiscal year of the Borrower,
an unaudited  consolidated balance sheet of the Borrower and its Subsidiaries as
of the  end of  such  fiscal  quarter  and the  related  unaudited  consolidated
statements  of income and

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<PAGE>
cash flows of the Borrower and its  Subsidiaries for such fiscal quarter and the
then  elapsed  portion  of such  fiscal  year,  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 certified by the chief financial
officer or  treasurer  of the  Borrower  as  presenting  fairly in all  material
respects the  financial  condition and results of operations of the Borrower and
its  Subsidiaries on a consolidated  basis in accordance  with GAAP,  subject to
normal year-end audit adjustments and the absence of footnotes;

          (c)  concurrently  with  the  delivery  of  the  financial  statements
referred  to in  clauses  (a) and (b)  above,  a  certificate  of a  Responsible
Officer, (i) certifying as to whether there exists a Default or Event of Default
on the date of such  certificate,  and if a Default or an Event of Default  then
exists,  specifying  the details  thereof and the action  which the Borrower has
taken or proposes to take with respect thereto, (ii) setting forth in reasonable
detail calculations  demonstrating  compliance with Article VI and (iii) stating
whether any change in GAAP or the  application  thereof has  occurred  since the
date of the Borrower's audited financial  statements  referred to in Section~4.4
and,  if any change has  occurred,  specifying  the effect of such change on the
financial statements accompanying such certificate;

          (d)  concurrently  with  the  delivery  of  the  financial  statements
referred  to in clause (a) above,  a  certificate  of the  accounting  firm that
reported  on  such  financial  statements  stating  whether  they  obtained  any
knowledge during the course of their examination of such financial statements of
any Default or Event of Default (which  certificate may be limited to the extent
required by accounting rules or guidelines);

          (e) at or before  the time of  delivery  of the  financial  statements
required by Section 5.1(a) and (b), a Borrowing  Availability  Certificate as of
the last day of the immediately preceding fiscal quarter end;

          (f) promptly after the same become publicly  available,  copies of all
periodic and other reports,  proxy statements and other materials filed with the
Securities and Exchange Commission,  or any Governmental Authority succeeding to
any or all  functions  of said  Commission,  or  with  any  national  securities
exchange, or distributed by the Borrower to its shareholders  generally,  as the
case may be; and

          (g) promptly  following any request  therefor,  such other information
regarding the results of operations, business affairs and financial condition of
the Borrower or any  Subsidiary  as the  Administrative  Agent or any Lender may
reasonably request.

          Section 5.2 Notices of Material  Events.  The Borrower will furnish to
the Administrative Agent and each Lender prompt written notice of the following:

          (a) the occurrence of any Default or Event of Default;

          (b) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental  Authority against or, to the knowledge of
the  Borrower,  affecting  the Borrower or any  Subsidiary  which,  if adversely
determined, could reasonably be expected to result in a Material Adverse Effect;

          (c) the occurrence of any event or any other  development by which the
Borrower or any of its Subsidiaries  (i) fails to comply with any  Environmental
Law or to obtain,  maintain or comply with any permit, license or other approval
required under any Environmental  Law, (ii) becomes subject to any Environmental
Liability,  (iii) receives notice of any claim with respect to any Environmental
Liability,  or (iv) becomes aware of any basis for any  Environmental  Liability
and in each of the preceding clauses (i) through (iv), which  individually or in
the  aggregate,  could  reasonably  be expected to result in a Material  Adverse
Effect;

          (d) the occurrence of any ERISA Event that alone, or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability of the Borrower and its  Subsidiaries in an aggregate amount exceeding
$500,000;

          (e) any change in the fiscal year of the  Borrower or any  Subsidiary,
except to change the fiscal year of a  Subsidiary  to conform its fiscal year to
that of the Borrower; and

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<PAGE>
          (f) any other  development  that  results in, or could  reasonably  be
expected to result in, a Material Adverse Effect.

          Each notice delivered under this Section 5.2 shall be accompanied by a
written  statement of a  Responsible  Officer  setting  forth the details of the
event or  development  requiring such notice and any action taken or proposed to
be taken with respect thereto.

          Section 5.3  Existence;  Conduct of Business.  The Borrower  will, and
will  cause  each of its  Subsidiaries  to,  do or cause  to be done all  things
necessary  to  preserve,  renew and  maintain in full force and effect its legal
existence and its respective rights, licenses, permits, privileges,  franchises,
patents,  copyrights,  trademarks and trade names material to the conduct of its
business and will continue to engage in the same business as presently conducted
or such other  businesses that are reasonably  related thereto;  provided,  that
nothing  in  this  Section  5.3  shall   prohibit  any  merger,   consolidation,
liquidation or dissolution permitted under Section 7.3.

          Section 5.4  Compliance  with Laws,  Etc. The Borrower  will, and will
cause each of its Subsidiaries to, comply with all laws, rules,  regulations and
requirements of any Governmental Authority applicable to its properties,  except
where the failure to do so, either  individually or in the aggregate,  could not
reasonably be expected to result in a Material Adverse Effect.

          Section 5.5 Payment of Obligations.  The Borrower will, and will cause
each of its Subsidiaries to, pay and discharge at or before maturity, all of its
obligations and liabilities  (including  without  limitation all tax liabilities
and claims that could  result in a statutory  Lien) before the same shall become
delinquent  or in default,  except where (a) the  validity or amount  thereof is
being  contested in good faith by appropriate  proceedings,  (b) the Borrower or
such  Subsidiary  has set  aside on its books  adequate  reserves  with  respect
thereto in accordance with GAAP and (c) the failure to make payment pending such
contest could not reasonably be expected to result in a Material Adverse Effect.

          Section 5.6 Books and Records.  The Borrower will, and will cause each
of its  Subsidiaries  to, keep proper books of record and account in which full,
true and correct  entries  shall be made of all  dealings  and  transactions  in
relation to its business and  activities to the extent  necessary to prepare the
consolidated financial statements of Borrower in conformity with GAAP.

          Section 5.7 Visitation,  Inspection,  Etc. The Borrower will, and will
cause  each  of  its   Subsidiaries  to,  permit  any   representative   of  the
Administrative  Agent or any Lender,  to visit and inspect  its  properties,  to
examine its books and records  and to make copies and take  extracts  therefrom,
and to discuss its affairs,  finances and accounts  with any of its officers and
with its independent certified public accountants,  all at such reasonable times
and as often as the  Administrative  Agent or any Lender may reasonably  request
after reasonable prior notice to the Borrower.

          Section 5.8 Maintenance of Properties;  Insurance.  The Borrower will,
and will cause each of its  Subsidiaries  to, (a) keep and maintain all property
material to the conduct of its  business in good  working  order and  condition,
ordinary wear and tear except where the failure to do so, either individually or
it the  aggregate,  could not  reasonably  be  expected  to result in a Material
Adverse Effect and (b) maintain with financially  sound and reputable  insurance
companies,  insurance  with  respect to its  properties  and  business,  and the
properties  and  business of its  Subsidiaries,  in amounts and against  loss or
damage of the kinds  customarily  insured  against by  companies  in the same or
similar businesses operating in the same or similar locations, in each instance,
reasonably acceptable to the Administrative Agent.

          Section 5.9 Use of Proceeds and Letters of Credit.  The Borrower  will
use the proceeds of all Loans to refinance existing  Indebtedness on the Closing
Date and thereafter to finance  working  capital needs and Capital  Expenditures
and for other general  corporate  purposes of the Borrower and its Subsidiaries.
No  part  of the  proceeds  of any  Loan  will  be  used,  whether  directly  or
indirectly,  for any purpose that would  violate any rule or  regulation  of the
Board of Governors of the Federal Reserve System,  including Regulations T, U or
X. All Letters of Credit will be used for general corporate purposes.


{OR396390;8}                           35


<PAGE>
          Section 5.10 Additional Subsidiaries.  If any additional Subsidiary is
acquired or formed after the Closing Date,  the Borrower  will,  within ten (10)
Business  Days  after  such  Subsidiary  is  acquired  or  formed,   notify  the
Administrative  Agent and the Lenders  thereof and will cause such Subsidiary to
become a Subsidiary Loan Party by executing agreements in the form of Annex I to
Exhibit D and Annex I to  Exhibit E in form and  substance  satisfactory  to the
Administrative  Agent and the Required Lenders and will cause such Subsidiary to
deliver simultaneously therewith similar documents applicable to such Subsidiary
required under Section 3.1 as reasonably requested by the Administrative Agent.

          Section 5.11  Eligible  Inventory.  The  Borrower and each  applicable
Subsidiary will maintain  accurate and complete books and records with regard to
the Eligible Inventory;  maintain with financially sound and reputable insurance
companies  having  a  Best's  Rating  acceptable  to the  Administrative  Agent,
insurance with respect to the Eligible  Inventory in amounts and against loss or
damage  reasonably  acceptable  to  the  Administrative  Agent,  and  cause  the
Administrative  Agent to be provided not less than 30 days written  notice prior
to expiration or cancellation of same; defend the Eligible Inventory against the
claims and demands of all Persons at any time  claiming the same or any interest
therein; and promptly pay when due all taxes, assessments and other charges upon
the Eligible Inventory.



                                   ARTICLE VI

                               FINANCIAL COVENANTS

          The  Borrower  covenants  and agrees  that so long as any Lender has a
Commitment  hereunder  or the  principal  of or interest on or any Loan  remains
unpaid or any fee or any LC Disbursement  remains unpaid or any Letter of Credit
remains outstanding:

          Section 6.1 Consolidated  Adjusted Debt to Consolidated EBITDAR Ratio.
The  Borrower  and its  Subsidiaries  will  have,  as of the end of each  fiscal
quarter of the  Borrower,  commencing  with the fiscal  quarter  ending June 30,
2001, a Consolidated  Adjusted Debt to Consolidated EBITDAR ratio of not greater
than 3.25:1.0, calculated on a rolling four-quarter basis.

          Section  6.2  Fixed  Charge  Coverage  Ratio.   The  Borrower  and  it
Subsidiaries  will have,  as of the end of each fiscal  quarter of the Borrower,
commencing with the fiscal quarter ending June 30, 2001, a Fixed Charge Coverage
Ratio of not less than 2.0:1.0, calculated on a rolling four-quarter basis.

          Section 6.3  Consolidated  Net Worth. The Borrower and it Subsidiaries
will have, as of the end of each fiscal quarter of the Borrower, commencing with
the fiscal quarter  ending June 30, 2001, a Consolidated  Net Worth in an amount
equal to the sum of (a) $170,000,000, plus (b) 50% of Consolidated Net Income on
a  cumulative  basis  accrued  since  December  30,  2000  (provided,   that  if
Consolidated  Net Income is negative in any fiscal  quarter the amount added for
such fiscal  quarter  shall be zero and such  negative  Consolidated  Net Income
shall not reduce the amount of  Consolidated  Net Income added from any previous
fiscal  quarter),  plus (c) 100% of the net proceeds  from any public or private
offering of stock or other equity of the  Borrower  after the Closing Date (and,
if applicable,  the Borrower shall notify the Administrative Agent promptly upon
the consummation of any such offering).



                                  ARTICLE VII

                               NEGATIVE COVENANTS

          The  Borrower  covenants  and agrees  that so long as any Lender has a
Commitment  hereunder or the principal of or interest on any Loan remains unpaid
or any fee or any LC Disbursement remains unpaid or any Letter of Credit remains
outstanding:

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<PAGE>
          Section 7.1  Indebtedness.  The Borrower will not, and will not permit
any of its  Subsidiaries  to,  create,  incur,  assume  or  suffer  to exist any
Indebtedness, except:

          (a) Indebtedness created pursuant to the Loan Documents;

          (b) Indebtedness existing on the date hereof and set forth on Schedule
7.1 and extensions,  renewals and replacements of any such  Indebtedness that do
not increase the  outstanding  principal  amount thereof  (immediately  prior to
giving effect to such extension, renewal or replacement) or shorten the maturity
or the weighted average life thereof;

          (c) Indebtedness of the Borrower or any Subsidiary incurred to finance
the  acquisition,  construction  or improvement of any fixed or capital  assets,
including Capital Lease  Obligations and any Indebtedness  assumed in connection
with the  acquisition  of any such  assets  secured by a Lien on any such assets
prior to the acquisition thereof;  provided,  that such Indebtedness is incurred
prior to or within 90 days  after such  acquisition  or the  completion  of such
construction or improvements or extensions,  renewals,  and  replacements of any
such Indebtedness that do not increase the outstanding  principal amount thereof
(immediately  prior to giving effect to such extension,  renewal or replacement)
or shorten the maturity or the weighted average life thereof;  provided further,
that the  aggregate  principal  amount  of such  Indebtedness  does  not  exceed
$1,000,000 at any time outstanding;

          (d)  Indebtedness  of the Borrower  owing to any Subsidiary and of any
Subsidiary  owing to the Borrower or any other  Subsidiary;  provided,  that any
such  Indebtedness  that is owed to a Subsidiary  that is not a Subsidiary  Loan
Party shall be subject to Section 7.4;

          (e) Guarantees by the Borrower of  Indebtedness  of any Subsidiary and
by any  Subsidiary  of  Indebtedness  of the  Borrower or any other  Subsidiary;
provided,  that  Guarantees by any Loan Party of  Indebtedness of any Subsidiary
that is not a Subsidiary Loan Party shall be subject to Section 7.4;

          (f)  Indebtedness in respect of obligations  under Hedging  Agreements
permitted by Section 7.10;

          (g)  Indebtedness  in respect of  obligations  under trade  letters of
credit;  provided, that the aggregate principal amount of such Indebtedness does
not exceed $5,000,000 at any time outstanding; and

          (h) other unsecured  Indebtedness in an aggregate principal amount not
to exceed $5,000,000 at any time outstanding.

          Section 7.2  Negative  Pledge.  The  Borrower  will not,  and will not
permit any of its Subsidiaries to, create,  incur, assume or suffer to exist any
Lien on any of its assets or property now owned or hereafter acquired, except:

          (a) Liens, if any,  created in favor of the  Administrative  Agent for
the benefit of the Lenders pursuant to the Loan Documents;

          (b) Permitted Encumbrances;

          (c)  any  Liens  on any  property  or  asset  of the  Borrower  or any
Subsidiary  existing on the Closing  Date set forth on Schedule  7.2;  provided,
that such Lien shall not apply to any other property or asset of the Borrower or
any Subsidiary;

          (d)  purchase  money  Liens upon or in any fixed or capital  assets to
secure the purchase  price or the cost of  construction  or  improvement of such
fixed or  capital  assets  or to secure  Indebtedness  incurred  solely  for the
purpose of financing the acquisition,  construction or improvement of such fixed
or capital  assets  (including  Liens  securing any Capital Lease  Obligations);
provided,  that (i) such Lien secures Indebtedness  permitted by Section 7.1(c),
(ii) such Lien attaches to such asset  concurrently  or within 90 days after the
acquisition,

{OR396390;8}                           37


<PAGE>
improvement or completion of the construction thereof;  (iii) such
Lien does not  extend  to any other  asset;  and (iv) the  Indebtedness  secured
thereby does not exceed the cost of acquiring,  constructing  or improving  such
fixed or capital assets;

          (e) any Lien (i)  existing on any asset of any Person at the time such
Person  becomes a Subsidiary of the Borrower,  (ii) existing on any asset of any
Person  at the time  such  Person is  merged  with or into the  Borrower  or any
Subsidiary  of the  Borrower  or  (iii)  existing  on  any  asset  prior  to the
acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided,
that any such Lien was not created in the  contemplation of any of the foregoing
and any such Lien  secures only those  obligations  which it secures on the date
that such Person  becomes a Subsidiary or the date of such merger or the date of
such acquisition; and

          (f) extensions,  renewals,  or replacements of any Lien referred to in
paragraphs  (a) through (e) of this Section 7.2;  provided,  that the  principal
amount of the  Indebtedness  secured  thereby is not increased and that any such
extension, renewal or replacement is limited to the assets originally encumbered
thereby.

          Section 7.3 Fundamental Changes.

          (a) The  Borrower  will not,  and will not permit any  Subsidiary  to,
merge into or consolidate  into any other Person,  or permit any other Person to
merge into or consolidate with it, or sell, lease, transfer or otherwise dispose
of (in a single  transaction or a series of  transactions)  all or substantially
all of its assets (in each case, whether now owned or hereafter acquired) or all
or  substantially  all of the stock of any of its  Subsidiaries  (in each  case,
whether now owned or hereafter  acquired)  or  liquidate or dissolve;  provided,
that if at the time thereof and  immediately  after giving  effect  thereto,  no
Default  or Event of Default  shall  have  occurred  and be  continuing  (i)~the
Borrower  or any  Subsidiary  may merge with a Person if the  Borrower  (or such
Subsidiary  if the  Borrower  is not a party to such  merger)  is the  surviving
Person, (ii) any Subsidiary may merge into another Subsidiary; provided, that if
any party to such merger is a Subsidiary  Loan Party,  the Subsidiary Loan Party
shall be the surviving Person or, if not, the surviving Person shall execute and
deliver to the  Administrative  Agent an agreement  guaranteeing  payment of the
Obligations in form and substance  satisfactory to the Administrative  Agent and
the  Required  Lenders,  (iii)  any  Subsidiary  may  sell,  transfer,  lease or
otherwise  dispose of all or substantially  all of its assets to the Borrower or
to a Subsidiary Loan Party and (iv) any Subsidiary (other than a Subsidiary Loan
Party) may  liquidate or dissolve if the Borrower  determines in good faith that
such  liquidation or dissolution is in the best interests of the Borrower and is
not materially  disadvantageous to the Lenders;  provided,  that any such merger
involving a Person that is not a wholly-owned  Subsidiary  immediately  prior to
such merger shall not be permitted unless also permitted by Section 7.4.

          (b) The Borrower will not, and will not permit any of its Subsidiaries
to, engage to any material  extent in any business other than  businesses of the
type  conducted  by the  Borrower  and its  Subsidiaries  on the date hereof and
businesses reasonably related thereto.

          Section 7.4 Investments,  Loans,  Etc. The Borrower will not, and will
not permit any of its  Subsidiaries  to,  purchase,  hold or acquire  (including
pursuant to any merger with any Person  that was not a  wholly-owned  Subsidiary
prior to such  merger),  any common  stock,  evidence of  indebtedness  or other
securities (including any option,  warrant, or other right to acquire any of the
foregoing)  of, make or permit to exist any loans or advances to,  Guarantee any
obligations  of, or make or permit to exist any investment or any other interest
in,  any  other  Person  (all  of  the  foregoing  being   collectively   called
"Investments"), or purchase or otherwise acquire (in one transaction or a series
of transactions) any assets of any other Person that constitute a business unit,
except:

          (a)  Investments  (other than Permitted  Investments)  existing on the
date  hereof  and  set  forth  on  Schedule  7.4   (including   Investments   in
Subsidiaries);

          (b) Permitted Investments;

          (c)  Guarantees  constituting  Indebtedness  permitted by Section 7.1;
provided,  that the aggregate  principal  amount of Indebtedness of Subsidiaries
that are not Subsidiary  Loan Parties that is Guaranteed by any Loan Party shall
not exceed $500,000.00 at any time outstanding;

{OR396390;8}                           38


<PAGE>
          (d)  Investments in Subsidiary  Loan Parties and in repurchases of the
capital stock of the Borrower to the extent otherwise permitted hereunder;

          (e) Loans or  advances to  employees,  officers  or  directors  of the
Borrower  or any  Subsidiary  in the  ordinary  course of  business  for travel,
relocation and related expenses;

          (f) Hedging Agreements permitted by Section 7.10; and

          (g) Other  Investments which in the aggregate do not exceed $5,000,000
in any fiscal year of the Borrower.

          Section 7.5 Restricted  Payments.  The Borrower will not, and will not
permit its Subsidiaries  to, declare or make, or agree to pay or make,  directly
or  indirectly,  any dividend on any class of its stock,  or make any payment on
account of, or set apart assets for a sinking or other  analogous  fund for, the
purchase, redemption, retirement, defeasance or other acquisition of, any shares
of common stock or Indebtedness  subordinated to the Obligations of the Borrower
or any options,  warrants, or other rights to purchase such common stock or such
Indebtedness,   whether  now  or  hereafter  outstanding  (each,  a  "Restricted
Payment"),  except for (a) dividends payable by the Borrower solely in shares of
any class of its common stock, (b) Restricted Payments made by any Subsidiary to
the Borrower or to another  Subsidiary  and (c) cash dividends paid on, and cash
redemptions  of, the common  stock of the  Borrower  which from the Closing Date
through December~29,  2001 do not exceed $22,500,000 (provided,  that the sum of
all  Restricted  Payments  in fiscal  year 2001 do not exceed  $26,000,000)  and
thereafter  do not exceed 50% of  Consolidated  Net Income (if greater  than $0)
earned  during the  immediately  preceding  fiscal year,  provided,  that (i) no
Default or Event of Default  has  occurred  and is  continuing  at the time such
dividend is paid or redemption is made, and (ii)~if  Restricted  Payments in any
fiscal year are less than  permitted in such fiscal year,  the excess  permitted
amount for such fiscal year may be carried forward to the next succeeding fiscal
year.

          Section 7.6 Sale of Assets. The Borrower will not, and will not permit
any of its Subsidiaries to, convey, sell, lease,  assign,  transfer or otherwise
dispose  of, any of its  assets,  business  or  property,  whether  now owned or
hereafter acquired, or, in the case of any Subsidiary,  issue or sell any shares
of such  Subsidiary's  common  stock to any Person  other than the Borrower or a
Subsidiary Loan Party (or to qualify  directors if required by applicable  law),
except:

          (a) the sale or other disposition for fair market value of obsolete or
worn out property or other  property not necessary  for the  principal  business
operations disposed of in the ordinary course of business;

          (b) the sale of Inventory  and Permitted  Investments  in the ordinary
course of business; and

          (c) the sale or  other  disposition  of such  assets  in an  aggregate
amount not to exceed $5,000,000 in any fiscal year of the Borrower.

          Section 7.7 Transactions  with Affiliates.  The Borrower will not, and
will not permit any of its Subsidiaries  to, sell,  lease or otherwise  transfer
any property or assets to, or purchase,  lease or otherwise acquire any property
or assets from, or otherwise engage in any other  transactions  with, any of its
Affiliates, except (a) in the ordinary course of business at prices and on terms
and conditions not less favorable to the Borrower or such  Subsidiary than could
be  obtained  on  an  arm's-length  basis  from  unrelated  third  parties,  (b)
transactions  between or among the  Borrower  and  Subsidiary  Loan  Parties not
involving any other Affiliates,  (c) any Restricted Payment permitted by Section
7.5 and (d) in  connection  with any employee  benefit plan  including,  but not
limited to, the Stein Mart  Employee  Stock  Purchase  Plan and the 2001 Omnibus
Plan.

          Section 7.8  Restrictive  Agreements.  The Borrower will not, and will
not permit any  Subsidiary  to,  directly or  indirectly,  enter into,  incur or
permit to exist any agreement that prohibits, restricts or imposes any condition
upon (a) the  ability of the  Borrower  or any  Subsidiary  to create,  incur or
permit  any Lien upon any of its  assets  or  properties,  whether  now owned or
hereafter  acquired,  or (b) the ability of any  Subsidiary  to pay dividends or
other  distributions with respect to its common stock, to make or repay loans or
advances to the

{OR396390;8}                           39


<PAGE>
Borrower or any other Subsidiary,  to Guarantee  Indebtedness of the Borrower or
any  other  Subsidiary  or to  transfer  any of its  property  or  assets to the
Borrower or any  Subsidiary  of the Borrower;  provided,  that (i) the foregoing
shall  not  apply  to  restrictions  or  conditions  imposed  by law or by  this
Agreement  or any other Loan  Document,  (ii) the  foregoing  shall not apply to
customary  restrictions and conditions  contained in agreements  relating to the
sale  of  a  Subsidiary  pending  such  sale,  provided  such  restrictions  and
conditions  apply only to the Subsidiary that is sold and such sale is permitted
hereunder,  (iii)  clause  (a)  shall not apply to  restrictions  or  conditions
imposed by any  agreement  relating to secured  Indebtedness  permitted  by this
Agreement  if such  restrictions  and  conditions  apply only to the property or
assets securing such Indebtedness,  (iv) clause (a) shall not apply to customary
provisions in leases and other contracts  restricting the assignment thereof and
(v) clauses (a) and (b) shall not apply to customary restrictions and conditions
contained in licenses and other agreements relating to copyrights,  trade names,
other items of intellectual  property,  software licenses,  franchise agreements
and  consignments  relating  to  Inventory  which is not  included  in  Eligible
Inventory.

          Section 7.9 Sale and  Leaseback  Transactions.  The Borrower will not,
and will not  permit any of the  Subsidiaries  to,  enter into any  arrangement,
directly or indirectly,  whereby it shall sell or transfer any property, real or
personal,  used or  useful in its  business,  whether  now owned or  hereinafter
acquired,  and thereafter  rent or lease such property or other property that it
intends to use for  substantially  the same  purpose or purposes as the property
sold or transferred.

          Section 7.10 Hedging  Agreements.  The Borrower will not, and will not
permit any of the Subsidiaries to, enter into any Hedging Agreement,  other than
Hedging  Agreements  which are  non-speculative  in  purpose  and nature and are
entered  into in the ordinary  course of business to hedge or mitigate  risks to
which the Borrower or any  Subsidiary  is exposed in the conduct of its business
or the  management  of its  liabilities,  such as, by way of example,  an equity
collar purchased by the Borrower in connection with any share repurchase program
of the Borrower.  Solely for the avoidance of doubt,  the Borrower  acknowledges
that  a  Hedging  Agreement  entered  into  for  speculative  purposes  or  of a
speculative nature (which shall be deemed to include any Hedging Agreement under
which the Borrower or any of the  Subsidiaries  is or may become obliged to make
any payment (i) in connection with the purchase by any third party of any common
stock or any  Indebtedness or (ii) as a result of changes in the market value of
any common stock or any Indebtedness) is not a Hedging Agreement entered into in
the ordinary course of business to hedge or mitigate risks.

          Section 7.11 Amendment to Material  Documents.  The Borrower will not,
and will not permit any Subsidiary to, amend,  modify or waive any of its rights
in a manner  materially  adverse to the  Lenders  under (a) its  certificate  of
incorporation,  bylaws  or other  organizational  documents  or  (b)~any  of the
material contracts set forth in Schedule~7.11.

          Section 7.12 Accounting  Changes.  The Borrower will not, and will not
permit any Subsidiary to, make any significant change in accounting treatment or
reporting  practices,  except as required  or, with the approval of the Required
Lenders, as permitted, by GAAP.










{OR396390;8}                           40


<PAGE>
          Section 7.13 Eligible  Inventory.  The Borrower will not, and will not
permit any  Subsidiary to (a)~permit  any Liens to attach to any of the Eligible
Inventory,  (b)~permit  any of the  Eligible  Inventory  to be levied upon under
legal process or permit  anything to be done that may impair the value of any of
the Eligible Inventory, or (c)~sell, transfer, lease or otherwise dispose of any
interest in the Eligible  Inventory other than in the normal and ordinary course
of business.



                                  ARTICLE VIII

                                EVENTS OF DEFAULT

          Section 8.1 Events of Default. If any of the following events (each an
"Event of Default") shall occur:

          (a) the Borrower shall fail to pay any principal of any Loan or of any
reimbursement  obligation in respect of any LC Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment or otherwise; or

          (b) the Borrower shall fail to pay any interest on any Loan or any fee
or any other  amount  (other  than an amount  payable  under  clause (a) of this
Article VIII) payable under this Agreement or any other Loan Document,  when and
as the same shall  become  due and  payable,  and such  failure  shall  continue
unremedied for a period of three (3) Business Days; or

          (c) any representation or warranty made or deemed made by or on behalf
of the Borrower or any Subsidiary in or in connection with this Agreement or any
other  Loan  Document   (including  the  Schedules  attached  thereto)  and  any
amendments or modifications hereof or waivers hereunder,  or in any certificate,
report,  financial  statement or other document  submitted to the Administrative
Agent or the Lenders by any Loan Party or any  representative  of any Loan Party
pursuant to or in  connection  with this  Agreement  or any other Loan  Document
shall prove to be incorrect in any material  respect when made or deemed made or
submitted, other than those constituting forward looking projections; or

          (d) the  Borrower  shall fail to observe or perform  any  covenant  or
agreement  contained in Sections 5.1(a),  (b), (c), (d), and (e), 5.2, 5.3 (with
respect to the Borrower's legal existence unless, in the case of any involuntary
administrative  dissolution of the Borrower, such failure to preserve,  renew or
maintain its legal existence is remedied within 10 days after the earlier of (i)
any Responsible  Officer of the Borrower becomes aware of such failure,  or (ii)
notice thereof shall have been given to the Borrower by the Administrative Agent
or any Lender,  provided,  that until the Borrower's legal existence is lawfully
reinstated by the appropriate Governmental Authority, the Lenders or the Issuing
Bank,  as  applicable,  may  withhold  any further  Borrowing or issuance of any
additional Letter of Credit), 5.7, 5.9, 5.10 or Articles VI or VII; or

          (e) any Loan Party  shall fail to observe or perform  any  covenant or
agreement  contained in this Agreement  (other than those referred to in clauses
(a), (b) and (d) above),  and such failure shall remain  unremedied  for 30 days
after the earlier of (i) any Responsible  Officer of the Borrower  becomes aware
of such failure, or (ii)~notice thereof shall have been given to the Borrower by
the Administrative Agent or any Lender; or

          (f) the Borrower or any Subsidiary  (whether as primary  obligor or as
guarantor  or other  surety)  shall fail to pay any  principal  of or premium or
interest on any Material Indebtedness that is outstanding,  when and as the same
shall  become  due  and  payable  (whether  at  scheduled   maturity,   required
prepayment,  acceleration, demand or otherwise), and such failure shall continue
after the  applicable  grace  period,  if any,  specified  in the  agreement  or
instrument  evidencing  such  Indebtedness;  or any other  event  shall occur or
condition  shall  exist  under any  agreement  or  instrument  relating  to such
Indebtedness  and shall  continue  after the  applicable  grace period,  if any,
specified  in such  agreement  or  instrument,  if the  effect of such  event or
condition is to accelerate,  or permit the acceleration of, the maturity of such
Indebtedness;  or any such Indebtedness shall be declared to be due and payable;
or  required to be prepaid or  redeemed  (other  than by a  regularly  scheduled
required

{OR396390;8}                           41


<PAGE>
prepayment  or  redemption),  purchased  or  defeased,  or any offer to  prepay,
redeem,  purchase or defease such Indebtedness  shall be required to be made, in
each case prior to the stated maturity thereof; or

          (g) the Borrower or any Subsidiary shall (i) commence a voluntary case
or other proceeding or file any petition seeking liquidation,  reorganization or
other relief under any federal, state or foreign bankruptcy, insolvency or other
similar  law  now or  hereafter  in  effect  or  seeking  the  appointment  of a
custodian,  trustee, receiver, liquidator or other similar official of it or any
substantial part of its property, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described
in  clause  (i) of this  Section  8.1(g),  (iii)  apply  for or  consent  to the
appointment  of a custodian,  trustee,  receiver,  liquidator  or other  similar
official for the Borrower or any such  Subsidiary or for a  substantial  part of
its assets, (iv) file an answer admitting the material allegations of a petition
filed against it in any such proceeding,  (v) make a general  assignment for the
benefit of  creditors,  or (vi) take any action for the purpose of effecting any
of the foregoing; or

          (h) an  involuntary  proceeding  shall be commenced or an  involuntary
petition shall be filed seeking (i) liquidation,  reorganization or other relief
in respect of the Borrower or any  Subsidiary or its debts,  or any  substantial
part of its assets, under any federal,  state or foreign bankruptcy,  insolvency
or other  similar law now or  hereafter in effect or (ii) the  appointment  of a
custodian,  trustee,  receiver,  liquidator  or other  similar  official for the
Borrower or any Subsidiary or for a substantial  part of its assets,  and in any
such case, such proceeding or petition shall remain  undismissed for a period of
60 days or an order or decree  approving or ordering any of the foregoing  shall
be entered; or

          (i) the Borrower or any  Subsidiary  shall become unable to pay, shall
admit in writing its  inability  to pay, or shall fail to pay, its debts as they
become due; or

          (j) an ERISA Event  shall have  occurred  that,  in the opinion of the
Required  Lenders,  when  taken  together  with  other  ERISA  Events  that have
occurred,  could  reasonably  be expected to result in liability to the Borrower
and the Subsidiaries in an aggregate amount exceeding $500,000; or

          (k) any  judgment  or order  for the  payment  of money in  excess  of
$500,000 individually or in the aggregate shall be rendered against the Borrower
or any  Subsidiary,  and  either  (i)  enforcement  proceedings  shall have been
commenced by any creditor  upon such  judgment or order or (ii) there shall be a
period  of 30  consecutive  days  during  which  a stay of  enforcement  of such
judgment or order,  by reason of a pending appeal or otherwise,  shall not be in
effect; or

          (l) any  non-monetary  judgment or order shall be rendered against the
Borrower or any Subsidiary that could  reasonably be expected to have a Material
Adverse Effect,  and there shall be a period of 30 consecutive days during which
a stay of enforcement  of such judgment or order,  by reason of a pending appeal
or otherwise, shall not be in effect; or

          (m) a Change in Control shall occur or exist; or

          (n) any provision of any Subsidiary  Guarantee Agreement shall for any
reason cease to be valid and binding on, or enforceable  against, any Subsidiary
Loan Party,  or any  Subsidiary  Loan Party  shall so state in  writing,  or any
Subsidiary  Loan  Party  shall  seek  to  terminate  its  Subsidiary   Guarantee
Agreement; or

          (o) an event of  default  shall  have  occurred  under any other  Loan
Document;

then,  and in every such event (other than an event with respect to the Borrower
described in clause (g) or (h) of this  Section 8.1) and at any time  thereafter
during the continuance of such event, the Administrative Agent may, and upon the
written request of the Required  Lenders shall, by notice to the Borrower,  take
any or all of the  following  actions,  at the  same  or  different  times:  (i)
terminate  the  Commitments,  whereupon  the  Commitment  of each  Lender  shall
terminate immediately; (ii) declare the principal of and any accrued interest on
the Loans, and all other Obligations owing hereunder,  to be, whereupon the same
shall become, due and payable immediately,  without presentment, demand, protest
or other notice of any kind,  all of which are hereby waived by the Borrower and
(iii) exercise all remedies  contained in any other Loan Document;  and that, if
an Event of  Default  specified  in either

{OR396390;8}                           42


<PAGE>
clause (g) or (h) shall occur, the Commitments shall automatically terminate and
the  principal of the Loans then  outstanding,  together  with accrued  interest
thereon,  and all fees, and all other Obligations shall automatically become due
and payable,  without presentment,  demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower.



                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

          Section 9.1 Appointment of Administrative Agent.

          (a)  Each   Lender   irrevocably   appoints   SunTrust   Bank  as  the
Administrative Agent and authorizes it to take such actions on its behalf and to
exercise  such powers as are  delegated to the  Administrative  Agent under this
Agreement  and the other Loan  Documents,  together  with all such  actions  and
powers that are reasonably  incidental  thereto.  The  Administrative  Agent may
perform any of its duties  hereunder  by or through  any one or more  sub-agents
appointed by the  Administrative  Agent. The  Administrative  Agent and any such
sub-agent  may  perform  any and all of its duties and  exercise  its rights and
powers through their respective Related Parties. The exculpatory  provisions set
forth in this  Article  IX shall  apply to any such  sub-agent  and the  Related
Parties of the  Administrative  Agent and any such  sub-agent and shall apply to
their  respective  activities in connection  with the  syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

          (b) The Issuing  Bank shall act on behalf of the Lenders  with respect
to any Letters of Credit  issued by it and the  documents  associated  therewith
until such time and except for so long as the Administrative  Agent may agree at
the request of the  Required  Lenders to act for the Issuing  Bank with  respect
thereto;  provided,  that the  Issuing  Bank  shall  have all the  benefits  and
immunities  (i)  provided to the  Administrative  Agent in this  Article IX with
respect  to any  acts  taken  or  omissions  suffered  by the  Issuing  Bank  in
connection  with  Letters of Credit  issued by it or proposed to be issued by it
and the  application  and  agreements  for letters of credit  pertaining  to the
Letters  of Credit as fully as the term  "Administrative  Agent" as used in this
Article IX included the Issuing Bank with respect to such acts or omissions  and
(ii) as  additionally  provided in this  Agreement  with  respect to the Issuing
Bank.

          Section   9.2   Nature  of  Duties  of   Administrative   Agent.   The
Administrative  Agent  shall not have any  duties or  obligations  except  those
expressly  set forth in this  Agreement  and the other Loan  Documents.  Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any  fiduciary or other  implied  duties,  regardless of whether a
Default  or an  Event  of  Default  has  occurred  and is  continuing,  (b)  the
Administrative Agent shall not have any duty to take any discretionary action or
exercise any discretionary  powers, except those discretionary rights and powers
expressly  contemplated by the Loan Documents that the  Administrative  Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage  of the  Lenders as shall be  necessary  under the  circumstances  as
provided in Section  10.2),  and (c) except as  expressly  set forth in the Loan
Documents,  the  Administrative  Agent shall not have any duty to disclose,  and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its  Subsidiaries  that is communicated to or obtained by the
Administrative   Agent  or  any  of  its   Affiliates  in  any   capacity.   The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary  under the  circumstances  as
provided  in  Section  10.2) or in the  absence of its own gross  negligence  or
willful  misconduct.  The  Administrative  Agent  shall  not be  deemed  to have
knowledge  of any Default or Event of Default  unless and until  written  notice
thereof is given to the Administrative  Agent by the Borrower or any Lender, and
the  Administrative  Agent  shall  not be  responsible  for or have  any duty to
ascertain or inquire into (i) any statement,  warranty or representation made in
or in connection with any Loan Document,  (ii) the contents of any  certificate,
report or other  document  delivered  hereunder or  thereunder  or in connection
herewith  or  therewith,  (iii)~the  performance  or  observance  of  any of the
covenants,  agreements,  or other  terms  and  conditions  set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan  Document  or any  other  agreement,  instrument  or  document,  or (v) the
satisfaction  of any


{OR396390;8}                           43


<PAGE>
condition set forth in Article III or elsewhere in any Loan Document, other than
to  confirm  receipt  of  items  expressly  required  to  be  delivered  to  the
Administrative Agent.

          Section 9.3 Lack of Reliance on the Administrative  Agent. Each of the
Lenders,  the Swingline  Lender and the Issuing Bank  acknowledges  that it has,
independently  and without reliance upon the  Administrative  Agent or any other
Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.  Each of
the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it
will,  independently and without reliance upon the  Administrative  Agent or any
other  Lender  and based on such  documents  and  information  as it has  deemed
appropriate,  continue to make its own  decisions in taking or not taking of any
action under or based on this Agreement,  any related  agreement or any document
furnished hereunder or thereunder.

          Section  9.4  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  it  shall  have  received
instructions  from such Lenders;  and the  Administrative  Agent shall not incur
liability  to any  Person by  reason  of so  refraining.  Without  limiting  the
foregoing,  no Lender  shall  have any right of action  whatsoever  against  the
Administrative  Agent  as  a  result  of  the  Administrative  Agent  acting  or
refraining  from acting  hereunder in accordance  with the  instructions  of the
Required Lenders where required by the terms of this Agreement.

          Section 9.5 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely upon,  and shall not incur any  liability  for relying
upon, any notice, request, certificate, consent, statement, instrument, document
or other writing  believed by it to be genuine and to have been signed,  sent or
made by the  proper  Person.  The  Administrative  Agent  may also rely upon any
statement made to it orally or by telephone and believed by it to be made by the
proper  Person  and shall  not incur any  liability  for  relying  thereon.  The
Administrative  Agent may consult with legal counsel  (including counsel for the
Borrower),  independent  public accountants and other experts selected by it and
shall not be liable for any action taken or not taken by it in  accordance  with
the advice of such counsel, accountants or experts.

          Section 9.6 The Administrative Agent in its Individual  Capacity.  The
bank serving as the  Administrative  Agent shall have the same rights and powers
under this  Agreement and any other Loan Document in its capacity as a Lender as
any other Lender and may exercise or refrain from  exercising the same as though
it were  not  the  Administrative  Agent;  and the  terms  "Lenders",  "Required
Lenders",  "holders of Notes",  or any similar  terms shall,  unless the context
clearly otherwise indicates,  include the Administrative Agent in its individual
capacity.  The bank acting as the  Administrative  Agent and its  Affiliates may
accept  deposits  from,  lend  money  to,  and  generally  engage in any kind of
business with the Borrower or any  Subsidiary or Affiliate of the Borrower as if
it were not the Administrative Agent hereunder.

          Section 9.7 Successor Administrative Agent.

          (a) The  Administrative  Agent may resign at any time by giving notice
thereof to the Lenders and the Borrower. Upon any such resignation, the Required
Lenders  shall  have the right to  appoint  a  successor  Administrative  Agent,
subject to the  approval by the  Borrower  provided  that no Default or Event of
Default  shall exist at such time.  If no successor  Administrative  Agent shall
have been so appointed,  and shall have accepted such appointment within 30 days
after the retiring  Administrative  Agent gives notice of resignation,  then the
retiring  Administrative  Agent may,  on behalf of the  Lenders  and the Issuing
Bank, appoint a successor Administrative Agent, which shall be a commercial bank
organized under the laws of the United States of America or any state thereof or
a bank which maintains an office in the United States, having a combined capital
and surplus of at least $500,000,000.

          (b) Upon the acceptance of its appointment as the Administrative Agent
hereunder by a successor,  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 and the
other Loan  Documents.  If within 45 days

{OR396390;8}                           44


<PAGE>
after written notice is given of the retiring Administrative Agent's resignation
under  this  Section  9.7 no  successor  Administrative  Agent  shall  have been
appointed and shall have accepted  such  appointment,  then on such 45th day (i)
the retiring Administrative Agent's resignation shall become effective, (ii) the
retiring  Administrative Agent shall thereupon be discharged from its duties and
obligations  under  the Loan  Documents  and (iii) the  Required  Lenders  shall
thereafter  perform all duties of the  retiring  Administrative  Agent under the
Loan  Documents  until such time as the  Required  Lenders  appoint a  successor
Administrative  Agent as  provided  above.  After  any  retiring  Administrative
Agent's resignation hereunder,  the provisions of this Article IX shall continue
in  effect  for  the  benefit  of such  retiring  Administrative  Agent  and its
representatives  and agents in respect of any actions  taken or not taken by any
of them while it was serving as the Administrative Agent.


<TABLE>
<CAPTION>
                                   ARTICLE X

                                  MISCELLANEOUS

          Section 10.1 Notices.

          (a) Except in the case of notices and other  communications  expressly
permitted to be given by telephone,  all notices and other communications to any
party herein to be effective  shall be in writing and shall be delivered by hand
or overnight courier service,  mailed by certified or registered mail or sent by
telecopy, as follows:
         <S>                                         <C>
          To the Borrower:                            Stein Mart, Inc.
                                                      1200 Riverplace Boulevard
                                                      Jacksonville, Florida  32207
                                                      Attention:  James G. Delfs, Chief Financial Officer
                                                      Telecopy Number: (904) 346-1280

          With a copy to:                             Kirschner & Legler, P.A.
                                                      300A Wharfside Way
                                                      Jacksonville, Florida 32207
                                                      Attention:  Mitchell W. Legler, Esquire
                                                      Telecopy Number:  (904) 346-3299

          To the Administrative Agent,
           the Issuing Bank or the Swingline Bank:    SunTrust Bank
                                                      200 West Forsyth Street
                                                      Jacksonville, Florida 32202
                                                      Attention:  C. William Buchholz, Director
                                                      Telecopy Number:  (904) 632-2874

          With a copy in each case to:                SunTrust Equitable Securities Corporation/
                                                       Agency Services
                                                      303 Peachtree Street, N. E./25th Floor
                                                      Atlanta, Georgia 30308
                                                      Attention:  Hope Williams
                                                      Telecopy Number:  (404) 658-4906

          To any other Lender:                        the address set forth in the Administrative
                                                      Questionnaire
</TABLE>

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All such notices
and other  communications  shall,  when  transmitted by overnight  delivery,  or
faxed,  be effective  when  delivered  for  overnight  (next-day)  delivery,  or
transmitted in legible form by

{OR396390;8}                           45


<PAGE>
facsimile machine, respectively, or if mailed, upon the tenth Business Day after
the date deposited into the mails or if delivered, upon delivery; provided, that
notices delivered to the Administrative Agent, the Issuing Bank or the Swingline
Bank  shall not be  effective  until  actually  received  by such  Person at its
address specified in this Section 10.1.

          (b) Any agreement of the  Administrative  Agent and the Lenders herein
to  receive  certain  notices  by  telephone  or  facsimile  is  solely  for the
convenience and at the request of the Borrower. The Administrative Agent and the
Lenders shall be entitled to rely on the  authority of any Person  purporting to
be  a  Person   authorized   by  the  Borrower  to  give  such  notice  and  the
Administrative Agent and Lenders shall not have any liability to the Borrower or
other Person on account of any action  taken or not taken by the  Administrative
Agent or the Lenders in reliance upon such telephonic or facsimile  notice.  The
obligation  of the  Borrower  to  repay  the  Loans  and all  other  Obligations
hereunder  shall not be  affected  in any way or to any extent by any failure of
the Administrative  Agent and the Lenders to receive written confirmation of any
telephonic or facsimile  notice or the receipt by the  Administrative  Agent and
the Lenders of a confirmation  which is at variance with the terms understood by
the Administrative  Agent and the Lenders to be contained in any such telephonic
or facsimile notice.

          Section 10.2 Waiver; Amendments.

          (a) No failure or delay by the Administrative  Agent, the Issuing Bank
or any  Lender in  exercising  any right or power  hereunder  or any other  Loan
Document,  and no course of dealing between the Borrower and the  Administrative
Agent or any Lender,  shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power or any abandonment or discontinuance
of steps to enforce such right or power,  preclude any other or further exercise
thereof or the exercise of any other right or power hereunder or thereunder. The
rights and  remedies  of the  Administrative  Agent,  the  Issuing  Bank and the
Lenders  hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies  provided by law. No waiver of any provision
of this  Agreement or any other Loan Document or consent to any departure by the
Borrower  therefrom  shall in any event be  effective  unless  the same shall be
permitted by paragraph (b) of this Section 10.2, and then such waiver or consent
shall be effective  only in the specific  instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
the  issuance of a Letter of Credit  shall not be  construed  as a waiver of any
Default or Event of Default, regardless of whether the Administrative Agent, any
Lender or the Issuing  Bank may have had notice or  knowledge of such Default or
Event of Default at the time.

          (b) No amendment or waiver of any  provision of this  Agreement or the
other Loan  Documents,  nor consent to any departure by the Borrower  therefrom,
shall in any event be  effective  unless the same shall be in writing and signed
by the Borrower and the Required Lenders or the Borrower and the  Administrative
Agent with the consent of the Required Lenders (and, if the Administrative Agent
executes and delivers any such amendment, waiver or consent which states that it
is being provided by the  Administrative  Agent in its capacity as such with the
consent of the Required Lenders, the Borrower shall be entitled to rely thereon)
and then such waiver or consent shall be effective only in the specific instance
and for the  specific  purpose for which given;  provided,  that no amendment or
waiver shall:  (i)~increase  the  Commitment  of any Lender  without the written
consent  of such  Lender,  (ii)  reduce the  principal  amount of any Loan or LC
Disbursement or reduce the rate of interest thereon,  or reduce any fees payable
hereunder,  without the written consent of each Lender affected  thereby,  (iii)
postpone the date fixed for any payment of any principal of, or interest on, any
Loan or LC Disbursement or interest  thereon or any fees hereunder or reduce the
amount of, waive or excuse any such payment,  or postpone the scheduled date for
the termination or reduction of any  Commitment,  without the written consent of
each Lender  affected  thereby,  (iv) change Section  2.20(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby,  without the
written consent of each Lender, (v) change any of the provisions of this Section
10.2 or the  definition  of  "Required  Lenders" or any other  provision  hereof
specifying  the number or  percentage  of Lenders  which are  required to waive,
amend or modify  any rights  hereunder  or make any  determination  or grant any
consent  hereunder,  without  the  consent  of each  Lender;  (vi)  release  any
guarantor  or limit the  liability  of any such  guarantor  under  any  guaranty
agreement;  (vii) release all or  substantially  all of the  collateral (if any)
securing any of the Obligations;  provided further, that no such agreement shall
amend,  modify or  otherwise  affect the rights,  duties or  obligations  of the
Administrative  Agent,  the Swingline Bank or the Issuing Bank without the prior
written consent of such Person.


{OR396390;8}                           46


<PAGE>
          Section 10.3 Expenses; Indemnification.

          (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and
expenses  of  the  Administrative  Agent  and  its  Affiliates,   including  the
reasonable fees,  charges and  disbursements  of counsel for the  Administrative
Agent and its  Affiliates,  in  connection  with the  syndication  of the credit
facilities  provided for herein,  the preparation and administration of the Loan
Documents and any amendments,  modifications  or waivers thereof (whether or not
the transactions contemplated in this Agreement or any other Loan Document shall
be  consummated),  (ii) all reasonable  out-of-pocket  expenses  incurred by the
Issuing Bank in connection with the issuance, amendment, renewal or extension of
any  Letter  of  Credit  or any  demand  for  payment  thereunder  and (iii) all
out-of-pocket costs and expenses (including,  without limitation, the reasonable
fees,  charges and  disbursements  of outside  counsel and the allocated cost of
inside counsel)  incurred by the  Administrative  Agent, the Issuing Bank or any
Lender  in  connection  with the  enforcement  or  protection  of its  rights in
connection with this Agreement, including its rights under this Section 10.3, or
in  connection  with the Loans made or any Letters of Credit  issued  hereunder,
including  all  such   out-of-pocket   expenses  incurred  during  any  workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.

          (b) The Borrower shall indemnify the Administrative Agent, the Issuing
Bank and each Lender,  and each Related Party of any of the foregoing  (each, an
"Indemnitee")  against,  and hold each of them harmless from, any and all costs,
losses, liabilities,  claims, damages and related expenses,  including the fees,
charges  and  disbursements  of any  counsel  for any  Indemnitee,  which may be
incurred by or asserted  against any  Indemnitee  arising out of, in  connection
with or as a result of (i) the  execution  or delivery of this  Agreement or any
other  agreement or  instrument  contemplated  hereby,  the  performance  by the
parties hereto of their respective  obligations hereunder or the consummation of
any of the transactions  contemplated  hereby, (ii) any Loan or Letter of Credit
or any actual or proposed use of the proceeds  therefrom  (including any refusal
by the Issuing  Bank to honor a demand for  payment  under a Letter of Credit if
the documents  presented in connection  with such demand do not strictly  comply
with the terms of such Letter of Credit),  (iii) any actual or alleged  presence
or release of Hazardous  Materials on or from any property owned by the Borrower
or any  Subsidiary  or any  Environmental  Liability  related  in any way to the
Borrower or any Subsidiary or (iv) any actual or prospective claim,  litigation,
investigation or proceeding  relating to any of the foregoing,  whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto;  provided,  that the Borrower shall not be obligated to indemnify
any Indemnitee for any of the foregoing arising out of such  Indemnitee's  gross
negligence  or  willful  misconduct  as  determined  by  a  court  of  competent
jurisdiction in a final and nonappealable judgment.

          (c) The Borrower shall pay, and hold the Administrative Agent and 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  and any
other Loan  Documents,  any collateral  described  therein,  or any payments due
thereunder,  and save the Administrative Agent and each Lender harmless from and
against any and all  liabilities  with respect to or resulting from any delay or
omission to pay such taxes.

          (d) To the extent that the Borrower  fails to pay any amount  required
to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender
under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the
Administrative  Agent, the Issuing Bank or the Swingline Lender, as the case may
be,  such  Lender's  Pro  Rata  Share  (determined  as  of  the  time  that  the
unreimbursed  expense or  indemnity  payment is sought) of such  unpaid  amount;
provided,  that the unreimbursed expense or indemnified payment,  claim, damage,
liability  or related  expense,  as the case may be, was incurred by or asserted
against the  Administrative  Agent,  the Issuing Bank or the Swingline Lender in
its capacity as such.

          (e) To the extent  permitted by applicable law, the Borrower shall not
assert,  and hereby waives,  any claim against any Indemnitee,  on any theory of
liability, for special, indirect,  consequential or punitive damages (as opposed
to actual or direct  damages)  arising out of, in connection with or as a result
of, this  Agreement or any  agreement or  instrument  contemplated  hereby,  the
transactions  contemplated  therein, any Loan or any Letter of Credit or the use
of proceeds thereof.

          (f) All amounts due under this Section 10.3 shall be payable  promptly
after written demand therefor.

{OR396390;8}                           47


<PAGE>
          Section 10.4 Successors and Assigns.

          (a) The provisions of this  Agreement  shall be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
assigns,  except that the  Borrower may not assign or transfer any of its rights
hereunder  without the prior  written  consent of each Lender (and any attempted
assignment  or transfer by the Borrower  without such consent  shall be null and
void).

          (b) Any Lender may at any time assign to one or more  assignees all or
a portion of its rights and obligations  under this Agreement and the other Loan
Documents  (including  all or a portion of its  Commitment  and the Loans and LC
Exposure at the time owing to it);  provided,  that (i) except in the case of an
assignment to a Lender or an Affiliate of a Lender, each of the Borrower and the
Administrative Agent (and, in the case of an assignment of all or a portion of a
Commitment  or any  Lender's  obligations  in  respect  of its  LC  Exposure  or
Swingline  Exposure,  the Issuing Bank and the Swingline Lender) must give their
prior  written  consent  (which  consent shall not be  unreasonably  withheld or
delayed),  (ii) except in the case of an  assignment to a Lender or an Affiliate
of a Lender or an  assignment  of the entire  amount of the  assigning  Lender's
Commitment hereunder or an assignment while an Event of Default has occurred and
is continuing,  the amount of the Commitment of the assigning  Lender subject to
each such  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 $1,000,000  (unless the Borrower and the  Administrative  Agent
shall  otherwise  consent),  (iii) each partial  assignment  shall be made as an
assignment  of a  proportionate  part of all the assigning  Lender's  rights and
obligations  under  this  Agreement  and the  other  Loan  Documents,  (iv)  the
assigning   Lender  and  the   assignee   shall   execute  and  deliver  to  the
Administrative  Agent an Assignment and  Acceptance,  together with a processing
and  recordation  fee  payable  by the  assigning  Lender  or the  assignee  (as
determined  between  such  Persons)  in an amount  equal to $1,000  and (v) such
assignee,  if it is not a Lender, shall deliver a duly completed  Administrative
Questionnaire to the  Administrative  Agent;  provided,  that any consent of the
Borrower  otherwise  required  hereunder  shall not be  required  if an Event of
Default has occurred and is  continuing.  Upon the execution and delivery of the
Assignment and  Acceptance and payment by such assignee to the assigning  Lender
of an amount equal to the  purchase  price agreed  between  such  Persons,  such
assignee  shall become a party to this Agreement and any other Loan Documents to
which  such  assigning  Lender is a party and,  to the  extent of such  interest
assigned  by  such  Assignment  and  Acceptance,   shall  have  the  rights  and
obligations of a Lender under this Agreement,  and the assigning Lender shall be
released from its obligations  hereunder to a corresponding  extent (and, in the
case of an Assignment  and  Acceptance  covering all of the  assigning  Lender's
rights and  obligations  under this  Agreement,  such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.17,
2.18 and 2.19 and 10.3. Upon the consummation of any such assignment  hereunder,
the  assigning  Lender,  the  Administrative  Agent and the Borrower  shall make
appropriate  arrangements  to have new Notes issued if so requested by either or
both the assigning Lender or the assignee. Any assignment or other transfer by a
Lender  that does not fully  comply  with the terms of this  clause (b) shall be
treated for purposes of this Agreement as a sale of a participation  pursuant to
clause (c) below.

          (c) Any Lender may at any time,  without the consent of the  Borrower,
the  Administrative  Agent,  the  Issuing  Bank or the  Swingline  Lender,  sell
participations  to one or more banks or other entities (a  "Participant") in all
or a portion of such  Lender's  rights  and  obligations  under  this  Agreement
(including all or a portion of its Commitment,  the Loans owing to it and its LC
Exposure);  provided,  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 its obligations hereunder, and (iii)
the Borrower, the Administrative Agent, the Swingline Bank, the Issuing Bank and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's  rights and  obligations  under this Agreement and
the other Loan Documents.  Any agreement between such Lender and the Participant
with respect to such  participation  shall provide that such Lender shall retain
the sole right and  responsibility  to enforce this Agreement and the other Loan
Documents and the right to approve any amendment, modification or waiver of this
Agreement  and the other  Loan  Documents;  provided,  that  such  participation
agreement  may provide  that such  Lender  will not,  without the consent of the
Participant,  agree to any amendment,  modification  or waiver of this Agreement
described in the first proviso of Section 10.2(b) that affects the  Participant.
The Borrower agrees that each  Participant  shall be entitled to the benefits of
Sections 2.17, 2.18 and 2.19 to the same extent as if it were a Lender hereunder
and had acquired its interest by assignment pursuant to paragraph (b); provided,
that no  Participant  shall be entitled to receive  any  greater  payment  under
Section  2.17 or 2.19 than the  applicable  Lender  would have been  entitled to
receive with respect to the  participation

{OR396390;8}                           48


<PAGE>
sold to such Participant  unless the sale of such participation is made with the
Borrower's prior written  consent.  To the extent permitted by law, the Borrower
agrees that each  Participant  shall be entitled to the benefits of Section 2.20
as though it were a Lender, provided, that such Participant agrees to share with
the Lenders the proceeds  thereof in accordance with Section 2.20 as fully as if
it were a Lender  hereunder.  A Participant that would be a Foreign Lender if it
were a Lender  shall not be entitled to the  benefits of Section 2.19 unless the
Borrower is notified of such  participation  sold to such  Participant  and such
Participant  agrees,  for the benefit of the  Borrower,  to comply with  Section
2.19(e) as though it were a Lender hereunder.

          (d) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this  Agreement and its Notes (if any) to
secure its  obligations  to a Federal  Reserve Bank without  complying with this
Section 10.4; provided, that no such pledge or assignment shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender as a party hereto.

          (e)  Notwithstanding  anything to the contrary  contained herein,  any
Lender (a "Granting  Lender") may grant to a special purpose funding vehicle (an
"SPV"),  identified as such in writing from time to time by the Granting  Lender
to the  Administrative  Agent and the  Borrower,  the  option to  provide to the
Borrower all or any part of any Loan that such Granting  Lender would  otherwise
be obligated to make to the Borrower pursuant to this Agreement;  provided, that
(i) nothing herein shall constitute a commitment by any SPV to make any Loan and
(ii) if an SPV elects not to exercise such option or otherwise  fails to provide
all or any part of any Loan, the Granting Lender shall be obligated to make such
Loan  pursuant  to the terms  hereof.  The making of a Loan by an SPV  hereunder
shall utilize the Commitment of the Granting  Lender to the same extent,  and as
if such Loan were made by such Granting Lender.  Each party hereto hereby agrees
that no SPV shall be liable  for any  indemnity  or similar  payment  obligation
under this  Agreement  (all  liability  for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this  Agreement)  that,  prior to the
date that is one year and one day after the  payment in full of all  outstanding
commercial paper or other senior  indebtedness of any SPV, it will not institute
against,  or  join  any  other  person  in  instituting  against,  such  SPV any
bankruptcy,  reorganization,  arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State  contrary in this Section 10.4,
any SPV may (i) with notice to, but without  the prior  written  consent of, the
Borrower and the  Administrative  Agent and without  paying any  processing  fee
therefor,  assign all or a portion of its interests in any Loans to the Granting
Lender or to any  financial  institutions  (consented to by the Borrower and the
Administrative  Agent)  providing  liquidity and/or credit support to or for the
account of such SPV to support  the  funding  or  maintenance  of Loans and (ii)
disclose on a  confidential  basis any  non-public  information  relating to its
Loans to any rating agency,  commercial  paper dealer or provider of any surety,
guarantee  or credit or  liquidity  enhancement  to such  SPV.  As this  Section
10.4(e)  applies to any  particular  SPV,  this  Section 10.4 may not be amended
without the written consent of such SPV.

          Section  10.5  Governing  Law;  Jurisdiction;  Consent  to  Service of
Process.

          (a) This Agreement and the other Loan Documents  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 Florida.

          (b) The Borrower hereby irrevocably and unconditionally  submits,  for
itself and its property, to the non-exclusive  jurisdiction of the United States
District  Court of the Northern  District of Florida,  and of any state court of
the State of Florida and any appellate court from any thereof,  in any action or
proceeding  arising  out of or  relating  to this  Agreement  or any other  Loan
Document or the transactions  contemplated hereby or thereby, or for recognition
or  enforcement  of  any  judgment,  and  each  of  the  parties  hereto  hereby
irrevocably  and  unconditionally  agrees that all claims in respect of any such
action or proceeding may be heard and determined in such Florida state court or,
to the extent  permitted by  applicable  law,  such Federal  court.  Each of the
parties  hereto  agrees that a final  judgment in any such action or  proceeding
shall be conclusive  and may be enforced in other  jurisdictions  by suit on the
judgment or in any other manner  provided by law.  Nothing in this  Agreement or
any other Loan Document  shall affect any right that the  Administrative  Agent,
the  Issuing  Bank or any  Lender  may  otherwise  have to bring  any  action or
proceeding  relating to this  Agreement or any other Loan  Document  against the
Borrower or its properties in the courts of any jurisdiction.



{OR396390;8}                           49


<PAGE>
          (c) The Borrower irrevocably and unconditionally  waives any objection
which it may now or  hereafter  have to the  laying  of venue of any such  suit,
action or proceeding described in paragraph (b) of this Section 10.5 and brought
in any court  referred to in  paragraph  (b) of this Section  10.5.  Each of the
parties hereto irrevocably waives, to the fullest extent permitted by applicable
law, the defense of an  inconvenient  forum to the maintenance of such action or
proceeding in any such court.

          (d) Each party to this Agreement  irrevocably  consents to the service
of process in the manner  provided for notices in Section 10.1.  Nothing in this
Agreement  or in any other  Loan  Document  will  affect  the right of any party
hereto to serve process in any other manner permitted by law.

          Section  10.6  WAIVER OF JURY  TRIAL.  EACH PARTY  HERETO  IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
THIS  AGREEMENT  OR ANY OTHER LOAN  DOCUMENT  OR THE  TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY  (WHETHER BASED ON CONTRACT,  TORT OR ANY OTHER THEORY).  EACH
PARTY  HERETO (A)  CERTIFIES  THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER,  AND (B)
ACKNOWLEDGES  THAT IT AND THE OTHER  PARTIES  HERETO HAVE BEEN  INDUCED TO ENTER
INTO THIS  AGREEMENT AND THE OTHER LOAN  DOCUMENTS  BY, AMONG OTHER THINGS,  THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.6.

          Section  10.7  Right of  Setoff.  In  addition  to any  rights  now or
hereafter  granted under applicable law and not by way of limitation of any such
rights,  each Lender and the Issuing  Bank shall have the right,  at any time or
from time to time upon the occurrence and during the  continuance of an Event of
Default,  without prior notice to the Borrower,  any such notice being expressly
waived by the Borrower to the extent permitted by applicable law, to set off and
apply against all deposits (general or special,  time or demand,  provisional or
final) of the Borrower at any time held or other  obligations  at any time owing
by such Lender and the  Issuing  Bank to or for the credit or the account of the
Borrower  against  any and all  Obligations  held by such  Lender or the Issuing
Bank,  as the case may be,  irrespective  of whether  such Lender or the Issuing
Bank shall have made demand  hereunder  and  although  such  Obligations  may be
unmatured.  Each  Lender  and the  Issuing  Bank  agree  promptly  to notify the
Administrative Agent and the Borrower after any such set-off and any application
made by such Lender and the Issuing Bank, as the case may be; provided, that the
failure to give such notice  shall not affect the  validity of such  set-off and
application.

          Section 10.8  Counterparts;  Effectiveness of Agreement;  Integration.
This  Agreement may be executed by one or more of the parties to this  Agreement
in any number of separate counterparts (including by telecopy),  and all of said
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument. Notwithstanding execution of this Agreement by the Borrower and each
of the  Lenders  party  hereto  and  satisfaction  (or  waiver)  of  each of the
conditions  set forth in  Section  3.1,  this  Agreement  shall not be or become
effective  and  binding  upon the parties  until  executed  and  accepted by the
Administrative  Agent in its  capacity  as such on behalf of the  Lenders.  This
Agreement,  the other  Loan  Documents,  and any  separate  letter  agreement(s)
relating to any fees payable to the  Administrative  Agent constitute the entire
agreement  among the parties  hereto and thereto  regarding the subject  matters
hereof and thereof and supersede all prior agreements and  understandings,  oral
or written, regarding such subject matters.

          Section 10.9 Survival. All covenants, agreements,  representations and
warranties  made  by  the  Borrower  herein  and in the  certificates  or  other
instruments  delivered in connection with or pursuant to this Agreement shall be
considered  to have been  relied  upon by the  other  parties  hereto  and shall
survive the execution and delivery of this Agreement and the making of any Loans
and issuance of any Letters of Credit,  regardless of any investigation  made by
any  such  other   party  or  on  its  behalf  and   notwithstanding   that  the
Administrative  Agent,  the  Issuing  Bank or any  Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is  extended  hereunder,  and shall  continue in full force and effect as
long as the  principal of or any accrued  interest on any Loan or any fee or any
other  amount  payable  under this  Agreement is  outstanding  and unpaid or any
Letter of Credit is outstanding and so long as the Commitments  have not expired
or

{OR396390;8}                           50


<PAGE>
terminated. The provisions of Sections 2.17, 2.18, 2.19, and 10.3 and Article IX
shall survive and remain in full force and effect regardless of the consummation
of the  transactions  contemplated  hereby,  the  repayment  of the  Loans,  the
expiration or  termination  of the Letters of Credit and the  Commitments or the
termination of this Agreement or any provision hereof. 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 and the other Loan  Documents,  and the making of the
Loans and the issuance of the Letters of Credit.

          Section 10.10  Severability.  Any  provision of this  Agreement or any
other  Loan  Document  held  to be  illegal,  invalid  or  unenforceable  in any
jurisdiction,  shall, as to such  jurisdiction,  be ineffective to the extent of
such illegality,  invalidity or unenforceability without affecting the legality,
validity or  enforceability of the remaining  provisions hereof or thereof;  and
the illegality,  invalidity or unenforceability  of a particular  provision in a
particular  jurisdiction  shall  not  invalidate  or render  unenforceable  such
provision in any other jurisdiction.

          Section 10.11  Confidentiality.  Each of the Administrative Agent, the
Issuing Bank and each Lender agrees to take normal and reasonable precautions to
maintain  the  confidentiality  of any  information  designated  in  writing  as
confidential and provided to it by the Borrower or any Subsidiary,  except that,
subject to taking  such  normal  and  reasonable  precautions  to  maintain  the
confidentiality thereof, such information may be disclosed by the Administrative
Agent,  the  Issuing  Bank  and  any  Lender  (i) to any  Related  Party  of the
Administrative  Agent,  the Issuing Bank or any such Lender,  including  without
limitation  accountants,  legal counsel and other  advisors,  (ii) to the extent
required by applicable  laws or  regulations or by any subpoena or similar legal
process,  (iii) to the extent  requested by any regulatory  agency or authority,
(iv) to the extent that such information  becomes publicly  available other than
as a result of a breach of this Section 10.11, or which becomes available to the
Administrative  Agent,  the Issuing Bank, any Lender or any Related Party of any
of the  foregoing  on a  nonconfidential  basis  from a  source  other  than the
Borrower,  (v) in  connection  with the exercise of any remedy  hereunder or any
suit,  action or proceeding  relating to this  Agreement or the  enforcement  of
rights hereunder,  and (vi) subject to provisions  substantially similar to this
Section 10.11, to any actual or prospective  assignee or  Participant,  or (vii)
with  the  consent  of  the  Borrower.  Any  Person  required  to  maintain  the
confidentiality  of any  information as provided for in this Section 10.11 shall
be considered  to have complied with its  obligation to do so if such Person has
exercised  the same  degree  of care to  maintain  the  confidentiality  of such
information as such Person would accord its own confidential information.

          Section  10.12  Interest  Rate  Limitation.  Notwithstanding  anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together  with all fees,  charges  and other  amounts  which may be  treated  as
interest on such Loan under applicable law (collectively,  the "Charges"), shall
exceed the maximum  lawful rate of interest  (the  "Maximum  Rate") which may be
contracted for,  charged,  taken,  received or reserved by a Lender holding such
Loan in accordance with applicable law, the rate of interest  payable in respect
of such Loan hereunder,  together with all Charges  payable in respect  thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges  that  would  have been  payable  in  respect  of such Loan but were not
payable as a result of the  operation of this  Section  10.12 shall be cumulated
and the interest and Charges payable to such Lender in respect of other Loans or
periods shall be increased (but not above the Maximum Rate therefor)  until such
cumulated  amount,  together with interest  thereon at the Federal Funds Rate to
the date of repayment, shall have been received by such Lender.



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{OR396390;8}                           51


<PAGE>
          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly  executed  under seal in the case of the  Borrower  by their  respective
authorized officers as of the day and year first above written.


                          STEIN MART, INC.


                          By: /s/ James G. Delfs
                               Name:  James G. Delfs
                               Title: Chief Financial Officer

                          [SEAL]





                          SUNTRUST BANK
                          as Administrative Agent, as Issuing Bank, as Swingline
                          Lender and as a Lender



                          By: /s/ C. William Buchholz
                               Name:  C. William Buchholz
                               Title: Director

                          Revolving Commitment:  $30,000,000

                          Swingline Commitment:  $10,000,000





































{OR396390;8}                           52


<PAGE>
                          FLEET NATIONAL BANK, as a Lender



                          By: /s/ Thomas J. Bullard
                               Name:  Thomas J. Bullard
                               Title: Director


                          Revolving Commitment:  $25,000,000




























































{OR396390;8}                           53


<PAGE>
                          FIRST UNION NATIONAL BANK, as a Lender



                          By: /s/ Mimi Howard
                               Name:  Mimi Howard
                               Title: Vice President


                          Revolving Commitment:  $25,000,000



























































{OR396390;8}                           54


<PAGE>
                          FIRSTAR BANK, NATIONAL ASSOCIATION, as a Lender


                          By: /s/ Amanda Smith
                               Name:  Amanda Smith
                               Title: Assistant Vice President


                          Revolving Commitment:  $10,000,000



























































{OR396390;8}                           55


<PAGE>
                          CAROLINA FIRST BANK, as a Lender



                          By: /s/ Charles D. Chamberlain
                               Name:  Charles D. Chamberlain
                               Title: Executive Vice President


                          Revolving Commitment:  $10,000,000



























































{OR396390;8}                           56


<PAGE>
                          COMPASS BANK, as a Lender



                          By: /s/ Joseph D. Sistare III
                               Name:  Joseph D. Sistare III
                               Title: Vice President


                          Revolving Commitment:  $10,000,000



























































{OR396390;8}                           57


<PAGE>
                          REPUBLIC BANK, as a Lender



                          By: /s/ Anthony D. Nigro
                               Name:  Anthony D. Nigro
                               Title: Vice President


                          Revolving Commitment:  $10,000,000




























































{OR396390;8}                           58


<PAGE>
                          ISRAEL DISCOUNT BANK LIMITED, as a Lender



                          By: /s/ Robert R. Munzo
                               Name:  Robert R. Munzo
                               Title: Vice President


                          Revolving Commitment:  $7,500,000




























































{OR396390;8}                           59


<PAGE>
                          REGIONS BANK, as a Lender



                          By: /s/ Brigitta A. Lawton
                               Name:  Brigitta A. Lawton
                               Title: Senior Vice President


                          Revolving Commitment:  $7,500,000




























































{OR396390;8}                           60



</TEXT>
</DOCUMENT>
