EXHIBIT 99.1
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                         REVOLVING CREDIT LOAN AGREEMENT


                           DATED AS OF OCTOBER 8, 2004


                                      AMONG


                       LONE STAR STEAKHOUSE & SALOON, INC.
                                   AS BORROWER


                   THE LENDERS FROM TIME TO TIME PARTY HERETO


                                       AND


                                  SUNTRUST BANK
                             AS ADMINISTRATIVE AGENT

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                           SUNTRUST ROBINSON HUMPHREY
                 (A DIVISION OF SUNTRUST CAPITAL MARKETS, INC.)
                                AS LEAD ARRANGER







                                TABLE OF CONTENTS

                                                                           PAGE

ARTICLE I             DEFINITIONS; CONSTRUCTION..............................1

        SECTION 1.1       DEFINITIONS........................................1
        SECTION 1.2       CLASSIFICATIONS OF LOANS AND BORROWINGS...........16
        SECTION 1.3       ACCOUNTING TERMS AND DETERMINATION................17
        SECTION 1.4       TERMS GENERALLY...................................17

ARTICLE II            AMOUNT AND TERMS OF THE COMMITMENTS...................17

        SECTION 2.1       GENERAL DESCRIPTION OF FACILITIES.................17
        SECTION 2.2       REVOLVING LOANS...................................18
        SECTION 2.3       PROCEDURE FOR REVOLVING BORROWINGS................18
        SECTION 2.4       FUNDING OF BORROWINGS.............................18
        SECTION 2.5       INTEREST ELECTIONS................................19
        SECTION 2.6       OPTIONAL REDUCTION AND
                              TERMINATION OF COMMITMENTS....................20
        SECTION 2.7       REPAYMENT OF LOANS................................20
        SECTION 2.8       EVIDENCE OF INDEBTEDNESS..........................20
        SECTION 2.9       OPTIONAL PREPAYMENTS..............................21
        SECTION 2.10      MANDATORY PREPAYMENTS.............................21
        SECTION 2.11      INTEREST ON LOANS.................................21
        SECTION 2.12      FEES..............................................22
        SECTION 2.13      COMPUTATION OF INTEREST AND FEES..................23
        SECTION 2.14      INABILITY TO DETERMINE INTEREST RATES.............23
        SECTION 2.15      ILLEGALITY........................................23
        SECTION 2.16      INCREASED COSTS...................................24
        SECTION 2.17      FUNDING INDEMNITY.................................25
        SECTION 2.18      TAXES.............................................25
        SECTION 2.19      PAYMENTS GENERALLY; PRO RATA TREATMENT;
                              SHARING OF SETOFFS............................27
        SECTION 2.20      INCREASE OF COMMITMENTS; ADDITIONAL LENDERS.......28
        SECTION 2.21      MITIGATION OF OBLIGATIONS.........................29

                                       i


ARTICLE III           CONDITIONS PRECEDENT TO LOANS.........................30

        SECTION 3.1       CONDITIONS TO EFFECTIVENESS.......................30
        SECTION 3.2       EACH CREDIT EVENT.................................31
        SECTION 3.3       DELIVERY OF DOCUMENTS.............................31

ARTICLE IV            REPRESENTATIONS AND WARRANTIES........................32

        SECTION 4.1       EXISTENCE; POWER..................................32
        SECTION 4.2       ORGANIZATIONAL POWER; AUTHORIZATION...............32
        SECTION 4.3       GOVERNMENTAL APPROVALS; NO CONFLICTS..............32
        SECTION 4.4       FINANCIAL STATEMENTS..............................32
        SECTION 4.5       LITIGATION AND ENVIRONMENTAL MATTERS..............33
        SECTION 4.6       COMPLIANCE WITH LAWS AND AGREEMENTS...............33
        SECTION 4.7       INVESTMENT COMPANY ACT, ETC.......................33
        SECTION 4.8       TAXES.............................................33
        SECTION 4.9       MARGIN REGULATIONS................................34
        SECTION 4.10      ERISA.............................................34
        SECTION 4.11      OWNERSHIP OF PROPERTY.............................34
        SECTION 4.12      DISCLOSURE........................................34
        SECTION 4.13      LABOR RELATIONS...................................35
        SECTION 4.14      INSOLVENCY........................................35
        SECTION 4.15      SUBSIDIARIES......................................35
        SECTION 4.16      OFAC..............................................35
        SECTION 4.17      PATRIOT ACT.......................................35
        SECTION 4.18      INDEBTEDNESS......................................36

ARTICLE V             AFFIRMATIVE COVENANTS.................................36

        SECTION 5.1       FINANCIAL STATEMENTS AND OTHER INFORMATION........36
        SECTION 5.2       NOTICES OF MATERIAL EVENTS........................37
        SECTION 5.3       EXISTENCE; CONDUCT OF BUSINESS....................37
        SECTION 5.4       COMPLIANCE WITH LAWS, ETC.........................38
        SECTION 5.5       PAYMENT OF OBLIGATIONS............................38
        SECTION 5.6       BOOKS AND RECORDS.................................38

                                       ii



        SECTION 5.7       VISITATION, INSPECTION, ETC.......................38
        SECTION 5.8       MAINTENANCE OF PROPERTIES; INSURANCE..............38
        SECTION 5.9       ADDITIONAL SUBSIDIARIES...........................38
        SECTION 5.10      USE OF PROCEEDS...................................39
        SECTION 5.11      FURTHER ASSURANCES................................39

ARTICLE VI            FINANCIAL COVENANTS...................................39

        SECTION 6.1       LEVERAGE RATIO....................................39
        SECTION 6.2       FIXED CHARGE COVERAGE RATIO.......................39
        SECTION 6.3       CONSOLIDATED NET WORTH............................39
        SECTION 6.4       NEW STORE CAPITAL EXPENDITURES....................40

ARTICLE VII           NEGATIVE COVENANTS....................................40

        SECTION 7.1       INDEBTEDNESS......................................40
        SECTION 7.2       NEGATIVE PLEDGE...................................40
        SECTION 7.3       FUNDAMENTAL CHANGES...............................41
        SECTION 7.4       INVESTMENTS, LOANS, ETC...........................41
        SECTION 7.5       ACQUISITIONS......................................42
        SECTION 7.6       SALE OF ASSETS....................................43
        SECTION 7.7       TRANSACTIONS WITH AFFILIATES......................43
        SECTION 7.8       RESTRICTIVE AGREEMENTS............................43
        SECTION 7.9       SALE AND LEASEBACK TRANSACTIONS...................44
        SECTION 7.11      HEDGING TRANSACTIONS..............................44
        SECTION 7.12      AMENDMENT TO MATERIAL DOCUMENTS...................44
        SECTION 7.13      ACCOUNTING CHANGES................................44

ARTICLE VIII          EVENTS OF DEFAULT.....................................44

        SECTION 8.1       EVENTS OF DEFAULT.................................44

ARTICLE IX            THE ADMINISTRATIVE AGENT..............................47

        SECTION 9.1       APPOINTMENT OF ADMINISTRATIVE AGENT...............47
        SECTION 9.2       NATURE OF DUTIES OF ADMINISTRATIVE AGENT..........47
        SECTION 9.3       LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT......48
        SECTION 9.4       CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT........48

                                      iii


        SECTION 9.5       RELIANCE BY ADMINISTRATIVE AGENT..................48
        SECTION 9.6       THE ADMINISTRATIVE AGENT IN ITS
                              INDIVIDUAL CAPACITY...........................48
        SECTION 9.7       SUCCESSOR ADMINISTRATIVE AGENT....................49
        SECTION 9.8       AUTHORIZATION TO EXECUTE OTHER LOAN DOCUMENTS.....49

ARTICLE X             MISCELLANEOUS.........................................49

        SECTION 10.1      NOTICES...........................................49
        SECTION 10.2      WAIVER; AMENDMENTS................................51
        SECTION 10.3      EXPENSES; INDEMNIFICATION.........................51
        SECTION 10.4      SUCCESSORS AND ASSIGNS............................53
        SECTION 10.5      GOVERNING LAW; JURISDICTION;
                              CONSENT TO SERVICE OF PROCESS.................55
        SECTION 10.6      WAIVER OF JURY TRIAL..............................56
        SECTION 10.7      RIGHT OF SETOFF...................................56
        SECTION 10.8      COUNTERPARTS; INTEGRATION.........................56
        SECTION 10.9      SURVIVAL..........................................57
        SECTION 10.10     SEVERABILITY......................................57
        SECTION 10.11     CONFIDENTIALITY...................................57
        SECTION 10.12     INTEREST RATE LIMITATION..........................58
        SECTION 10.13     WAIVER OF EFFECT OF CORPORATE SEAL................58

                                       iv


SCHEDULES
---------

        Schedule 4.5           -          Environmental Matters
        Schedule 4.15          -          Subsidiaries
        Schedule 7.1           -          Outstanding Indebtedness
        Schedule 7.2           -          Existing Liens
        Schedule 7.4           -          Existing Investments

EXHIBITS
--------

        Exhibit A              -          Form of Revolving Credit Note
        Exhibit B              -          Form of Assignment and Acceptance
        Exhibit C              -          Form of Subsidiary Guaranty Agreement
        Exhibit D              -          Form of Compliance Certificate
        Exhibit 2.3            -          Form of Notice of Revolving Borrowing
        Exhibit 2.5            -          Form of Continuation/Conversion

                                       v


                         REVOLVING CREDIT LOAN AGREEMENT
                         -------------------------------


      THIS  REVOLVING  CREDIT  LOAN  AGREEMENT  (this  "AGREEMENT")  is made and
entered into as of October 8, 2004, by and among LONE STAR  STEAKHOUSE & SALOON,
INC., a Delaware corporation (the "BORROWER"), SUNTRUST BANK, INTRUST BANK, N.A.
and 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" or "AGENT").

                              W I T N E S S E T H:
                              --------------------

      WHEREAS,   the  Borrower  has  requested  that  the  Lenders  establish  a
$30,000,000 revolving credit facility in favor of the Borrower;

      WHEREAS,  subject  to the  terms and  conditions  of this  Agreement,  the
Lenders severally, to the extent of their respective Revolving 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):

      "ACQUISITION"   shall   mean  any   transaction   or  series  of   related
transactions,  consummated  on or after the date  hereof,  by which the Borrower
directly,  or indirectly through one or more  Subsidiaries,  (i) acquires all or
substantially  all of the assets,  of any Person,  whether  through  purchase of
assets,  merger or  otherwise or (ii)  acquires  securities  or other  ownership
interests of any Person  having at least a majority of combined  voting power of
the then outstanding securities or other ownership interests of such Person.

      "ADDITIONAL  LENDER"  shall have the meaning given to such term in SECTION
2.20.

      "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,  as such  amounts  may be
increased  or  decreased  pursuant to the terms and  conditions  hereof.  On the
Closing Date, the Aggregate  Revolving  Commitments equal Thirty Million Dollars
($30,000,000).

      "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.

      "APPROVED  FUND" shall mean any Person (other than a natural  Person) that
is (or will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar  extensions of credit in the ordinary course of its
business and that is administered  or managed by (a) a Lender,  (b) an Affiliate
of a Lender or (c) an entity or an  Affiliate of an entity that  administers  or
manages a Lender.

      "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 B attached  hereto or any other form  approved by
the Administrative Agent.

      "AVAILABILITY  PERIOD"  shall mean the period from the Closing Date to the
Commitment 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, or (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.

                                       2


      "BORROWING"  shall mean a borrowing  consisting of Loans of the same 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.

      "BUSINESS  DAY" shall mean (i) any day other  than a  Saturday,  Sunday or
other day on which commercial banks in Atlanta, Georgia or Nashville,  Tennessee
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 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 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  (notwithstanding the foregoing,  if a Person or "group" presently owns
five percent (5%) or more of the shares of Borrower or such Person or "group" is
currently part of the existing  management,  such  acquisition of ownership will
not  constitute a "change in control";  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 for
purposes of SECTION 2.16(B),  by such Lender'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.


                                       3


      "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.

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

      "COMMITMENT  TERMINATION  DATE" shall mean the  earliest of (i) October 5,
2007, (ii) the date on which the Revolving  Commitments are terminated  pursuant
to SECTION  2.6 or (iii) 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).

      "COMPLIANCE  CERTIFICATE"  shall  mean a  certificate  from the  principal
financial   officer  of  the  Borrower  in  the  form  of,  and  containing  the
certifications set forth in, the certificate attached hereto as EXHIBIT D.

      "CONSOLIDATED EBITDA" shall mean, for the Borrower and its Subsidiaries on
a  consolidated  basis  for  any  period,  an  amount  equal  to the  sum of (a)
Consolidated  Net Income for such  period  plus (b) to the  extent  deducted  in
determining  Consolidated Net Income for such period (and without  duplication),
(i) Consolidated Interest Expense,  (ii) income tax expense,  (iii) depreciation
and amortization  and (iv) all other non-cash losses for such period  (including
non-cash   charges  or  credits  related  to  stock  options  of  the  Borrower,
transaction  expenses and the  amortization  of debt discount)  minus (c) to the
extent  included  in  determining  Consolidated  Net Income for such period (and
without  duplication),  non-cash gains.  For purposes of this  definition,  with
respect to any Person,  or all or  substantially  all of the assets of a Person,
that is no longer a  Subsidiary  of the  Borrower,  or any Person  that became a
Subsidiary of the Borrower, or that was merged with or into, or acquired by, the
Borrower or its Subsidiaries during such period,  Consolidated EBITDA shall also
exclude or include,  as the case may be, the Consolidated  EBITDA of such Person
or the  Consolidated  EBITDA  attributable  to such assets of such Person during
such  period as if such  Person or assets  were sold or acquired as of the first
day of such period,  together with such  add-backs as may be approved in writing
by the Administrative Agent.

      "CONSOLIDATED  EBITDAR" shall mean, for the Borrower and its  Subsidiaries
for any period,  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,  the sum (without  duplication) of (a) Consolidated
Interest  Expense for such  period,  (b)  scheduled  principal  payments (or the
functional  equivalent  thereof)  made on  Consolidated  Total Debt  during such
period,  (c)  Dividends  paid during such period,  (d) income tax  expense,  (e)
Consolidated  Lease  Expense  for  such  period,  and  (f)  Maintenance  Capital
Expenditures for such period.

      "CONSOLIDATED  INTEREST  EXPENSE"  shall mean,  for the  Borrower  and its
Subsidiaries  for any period  determined on a  consolidated  basis in accordance
with GAAP, the sum of (i) total interest expense,  including without  limitation


                                       4


the interest  component of any payments in respect of Capital Leases Obligations
capitalized or expensed  during such period (whether or not actually paid during
such  period)  plus  (ii)  the net  amount  payable  (or  minus  the net  amount
receivable) with respect to Hedging  Obligations  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) (i) any extraordinary  gains or losses,  (ii)
any gains or losses  attributable  to write-ups or  write-downs  of assets;  and
(iii) any equity  interest of the Borrower or any  Subsidiary of the Borrower in
the unremitted earnings of any Person that is not a Subsidiary.

      "CONSOLIDATED  NET WORTH" shall mean, as of any date, (i) 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  accordance  with GAAP,
after eliminating all amounts properly  attributable to minority  interests,  if
any, in the stock and surplus of Subsidiaries,  minus (ii) the total liabilities
of the Borrower and its  Subsidiaries  that would be reflected on the Borrower's
consolidated balance sheet as of such date prepared in accordance with GAAP.

      "CONSOLIDATED  TOTAL DEBT" shall mean, as of any date of determination and
without  duplication,  all  Indebtedness of the Borrower and its Subsidiaries of
the types described in clauses (i) through (x) of the definition of Indebtedness
determined on a consolidated basis in accordance with GAPP,  including,  without
limitation, all Loans.

      "CONTRACTUAL  OBLIGATION"  of any Person  shall mean any  provision of any
security  issued by such person or of any  agreement,  instrument or undertaking
under which such Person is  obligated  or by which it or any of the  property in
which it has an interest is bound.

      "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 2.11(D).

      "DIVIDENDS" shall mean (a) the payment of any dividend on or in respect of
any shares of any class of stock or other  ownership  interests  of any  Person,
other than dividends payable solely in shares of common stock of such Person; or
(b) any other  distribution on or in respect of any shares of any class of stock
or other ownership interests of such Person.

                                       5

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

      "ELIGIBLE  ASSIGNEE"  shall  mean (i) a  Lender;  (ii) an  Affiliate  of a
Lender;  (iii) an Approved Fund; and (iv) any other Person (other than a natural
Person) approved by the Administrative Agent, and unless an Event of Default has
occurred  and  is  continuing,  the  Borrower  (each  such  approval  not  to be
unreasonably  withheld  or  delayed).  If  the  consent  of the  Borrower  to an
assignment or to an Eligible Assignee is required hereunder (including a consent
to an assignment which does not meet the minimum assignment thresholds specified
in SECTION 10.4(B)), the Borrower shall be deemed to have given its consent five
Business Days after the date notice  thereof has actually been  delivered by the
assigning Lender (through the Administrative Agent) to the Borrower, unless such
consent is expressly refused by the Borrower prior to such fifth Business Day.

      "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.

      "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

                                       6


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 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 any  Lender is  located  and (c) in the case of a Foreign
Lender,  any  withholding  tax that (i) is imposed  on  amounts  payable to such
Foreign  Lender  at the  time  such  Foreign  Lender  becomes  a  party  to this
Agreement, (ii) is imposed on amounts payable to such Foreign Lender at any time
that such Foreign Lender designates a new lending office,  other than taxes that
have accrued prior to the  designation of such lending office that are otherwise
not Excluded Taxes,  and (iii) is attributable to such Foreign  Lender's failure
to comply with SECTION 2.18(E).

      "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.

                                       7


      "FIXED  CHARGE  COVERAGE  RATIO"  shall  mean,  for  any  period  of  four
consecutive  fiscal quarters of the Borrower and its Subsidiaries,  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 not a United States person
under Section 7701(a)(3) of the Code.

      "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 or 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  or  deposits 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" shall mean 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  OBLIGATIONS" of any Person shall mean any and all obligations of
such  Person,  whether  absolute or  contingent  and  howsoever  and  whensoever
created,  arising,   evidenced  or  acquired  under  (i)  any  and  all  Hedging
Transactions, (ii) any and all cancellations, buy backs, reversals, terminations
or  assignments  of any  Hedging  Transactions  and (iii) any and all  renewals,
extensions  and  modifications  of any  Hedging  Transactions  and  any  and all
substitutions for any Hedging Transactions.


                                       8



      "HEDGING TRANSACTION" of any Person shall mean any transaction  (including
an  agreement  with respect  thereto) now existing or hereafter  entered into by
such Person that is a rate swap, basis swap, forward rate transaction, commodity
swap, interest rate option, foreign exchange transaction, cap transaction, floor
transaction,   collateral  transaction,   forward  transaction,   currency  swap
transaction,  cross-currency rate swap transaction, currency option or any other
similar  transaction  (including  any  option  with  respect  to  any  of  these
transactions) or any combination thereof, whether linked to one or more interest
rates,  foreign currencies,  commodity prices,  equity prices or other financial
measures.

      "INDEBTEDNESS"  of any Person  shall  mean,  without  duplication  (i) all
obligations  of such Person for borrowed  money,  (ii) all  obligations  of such
Person evidenced by bonds,  debentures,  notes, drafts,  bankers' acceptances or
other similar  instruments,  (iii) 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 90 days shall be  included  in this  definition),  (iv) all
Capital Lease Obligations of such Person,  (v) 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,  (vi) all Hedging  Obligations;
(vii) all  obligations,  contingent or  otherwise,  of such Person in respect of
letters of credit (including all contingent reimbursement  obligations,  whether
or not any draws under such letters of credit have been  presented for payment),
and  all  drafts,  bankers'  acceptances  or  similar  instruments,  (viii)  all
Off-Balance Sheet Liabilities;  (ix) all obligations of such Person,  contingent
or otherwise,  to purchase,  redeem,  retire or otherwise  acquire for value any
common stock of such Person,  (x) all  Guarantees  of such Person of the type of
Indebtedness  described  in  clauses  (i)  through  (ix)  above,  and  (xi)  all
obligations and liabilities of such Person that are required by GAAP to be shown
as liabilities on the balance sheet of such Person (other than reserves required
by GAAP).  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 the terms of such Indebtedness provide
that such Person is not liable therefor.

      "INDEMNIFIED TAXES" shall mean Taxes other than Excluded Taxes.

      "INTEREST PERIOD" shall mean (i) with respect to any Eurodollar Borrowing,
a period of one, two, three or six months; PROVIDED, 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;


                                       9


               (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.

      "LENDERS"  shall have the  meaning  assigned  to such term in the  opening
paragraph of this Agreement and shall include each Additional  Lender that joins
this Agreement pursuant to SECTION 2.20.

      "LEVERAGE  RATIO" shall mean,  for any period of four  consecutive  fiscal
quarters of the Borrower  and its  Subsidiaries,  the ratio of (i)  Consolidated
Total  Debt as of the last day of such  period to (ii)  Consolidated  EBITDA for
such period.

      "LIBOR" shall mean, for any applicable Interest Period with respect to any
Eurodollar Loan, the British Bankers'  Association  Interest Settlement 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 Bankers' Association for the display of such Association's  Interest
Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) on
the day that is two Business Days prior to the first day of the Interest  Period
or if such Page 3750 is unavailable  for any reason at such time, the rate which
appears on the Reuters Screen ISDA Page as of such date and such time; PROVIDED,
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.  (Atlanta,  Georgia time) for
delivery  on the  first  day of such  Interest  Period,  for the  number of days
comprised  therein and in an amount  comparable to the amount of the  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, all
Notices of Borrowing,  all Notices of  Conversion/Continuation,  all  Compliance
Certificates,   the  Subsidiary  Guaranty  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 in the aggregate or any of them, as
the context shall require.

                                       10



      "MAINTENANCE   CAPITAL   EXPENDITURES"  shall  mean  Capital  Expenditures
incurred  by the  Borrower  or  its  Subsidiaries  for  ordinary  and  necessary
maintenance of its property, plant and equipment.

      "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  singularly  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  or  liabilities  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
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) or
Hedging  Obligations of the Borrower or any of its  Subsidiaries in an aggregate
principal amount exceeding $2,000,000. For purposes of determining the amount of
attributed Indebtedness from Hedging Obligations,  the "principal amount" of any
Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of such
Hedging Obligations at such time.

      "MATERIAL  SUBSIDIARY"  shall  mean at any time  any  direct  or  indirect
Subsidiary of the Borrower having:  (a) assets in an amount equal to at least 5%
of the  total  assets  of the  Borrower  and its  Subsidiaries  determined  on a
consolidated  basis as of the last day of the most recent fiscal  quarter of the
Borrower at such time;  or (b)  revenues or net income in an amount  equal to at
least  5% of  the  total  revenues  or  net  income  of  the  Borrower  and  its
Subsidiaries on a consolidated  basis for the 12-month period ending on the last
day of the most recent fiscal quarter of the Borrower 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.

      "NET MARK-TO-MARKET  EXPOSURE" of any Person shall mean, as of any date of
determination with respect to any Hedging Obligation, the excess (if any) of all
unrealized  losses over all unrealized  profits of such Person arising from such
Hedging Obligation.  "Unrealized losses" shall mean the fair market value of the
cost to such Person of  replacing  the Hedging  Transaction  giving rise to such
Hedging  Obligation  as of the  date  of  determination  (assuming  the  Hedging
Transaction  were to be terminated as of that date),  and  "unrealized  profits"
means the fair market value of the gain to such Person of replacing such Hedging
Transaction as of the date of determination  (assuming such Hedging  Transaction
were to be terminated as of that date).

      "NEW STORE CAPITAL  EXPENDITURES" shall mean Capital Expenditures relating
to the acquisition and/or construction of new units, and/or remodels of existing
units, operated by the Borrower and its Subsidiaries.

      "NOTES" shall mean, collectively, the Revolving Credit Notes.

                                       11



      "NOTICES OF BORROWING" shall mean the Notices of Revolving 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 2.5(B) hereof.

      "NOTICE OF  REVOLVING  BORROWING"  shall have the  meaning as set forth in
SECTION 2.3.

      "OBLIGATIONS"  shall  mean  all  amounts  owing  by  the  Borrower  or its
Subsidiaries  to the  Administrative  Agent  or  any  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 or its Subsidiaries,
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 of the Administrative Agent and
all Lenders  (including  all fees and expenses of counsel to the  Administrative
Agent and any  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, and all
Hedging Obligations owed to the Administrative Agent, any Lender or any of their
Affiliates  incurred in order to limit  interest rate or fee  fluctuations  with
respect to the Loans and all obligations and liabilities  incurred in connection
with  collecting  and  enforcing  the  foregoing,  together  with all  renewals,
extensions, modifications or refinancings thereof.

      "OFF-BALANCE   SHEET  LIABILITIES"  of  any  Person  shall  mean  (i)  any
repurchase  or other  obligation  or  liability  of such Person with  respect to
accounts,  payment  intangibles  or  receivables  sold by such Person,  (ii) any
liability of such Person under any sale and leaseback  transactions which do not
create a liability  on the balance  sheet of such  Person,  (iii) any  Synthetic
Lease  Obligation  or (iv) 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.

      "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.

      "OSHA"  shall mean the  Occupational  Safety  and  health Act of 1970,  as
amended from time to time and any successor statute.

      "PARTICIPANT" shall have the meaning set forth in SECTION 10.4(D).

      "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.

                                       12



      "PERMITTED ENCUMBRANCES" shall mean

          (i)  Liens  imposed  by law for  taxes  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;

          (ii) 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;

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

          (iv)  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;

          (v)  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; and

          (vi)  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;

PROVIDED,  that the term  "Permitted  Encumbrances"  shall not  include any Lien
securing Indebtedness.

      "PERMITTED INVESTMENTS" shall mean:

          (i)  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;

          (ii) marketable direct  obligations issued by the District of Columbia
     or any State of the United States or any political  subdivision of any such
     State or any public  instrumentality  therof  maturing within one year from
     the date of acquisition and, at the time of acquisition, having a long term
     bond  rating  from  S&P of at  least AA or from  Moody's  of at least  Aa2;
     provided,  that, the aggregate amount of Investments under this clause (ii)
     shall not exceed $50,000,000 at any time;

                                       13



          (iii)  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;

          (iv) 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  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;

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

          (vi) mutual funds investing solely in any one or more of the Permitted
     Investments described in clauses (i) through (v) above.

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

      "PLAN"  shall  mean  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 the sum of 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"  shall mean 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.

                                       14



      "REQUIRED LENDERS" shall mean, at any time, Lenders holding 51% or more of
the  aggregate  outstanding  Revolving  Credit  Exposures at such time or if the
Lenders have no Revolving Credit Exposure outstanding,  then Lenders holding 51%
or more of the Aggregate Revolving Commitments;  provided,  however, that (a) if
only two (2) Lenders  exist  hereunder,  Required  Lenders  shall mean both such
Lenders  and (b) if only three (3) Lenders  exist  hereunder,  Required  Lenders
shall mean both (i) the Lenders holding 51% or more of the aggregate outstanding
Revolving  Credit  Exposures  at such time (or if the Lenders  have no Revolving
Credit Exposure  outstanding,  then Lenders holding 51% or more of the Aggregate
Revolving Commitments) and (ii) at least two (2) of the three (3) Lenders.

      "REQUIREMENT OF LAW" for any Person shall mean the articles or certificate
of  incorporation,  bylaws,  partnership  certificate and agreement,  or limited
liability company certificate of organization and agreement, as the case may be,
and other  organizational  and governing  documents of such Person, and any law,
treaty,  rule or regulation,  or determination of a Governmental  Authority,  in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

      "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.

      "REVOLVING  COMMITMENT"  shall  mean,  with  respect to each  Lender,  the
obligation  of such  Lender  to  make  Revolving  Loans  to the  Borrower  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.

      "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 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


                                       15



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   GUARANTY  AGREEMENT"  shall  mean  the  Subsidiary  Guaranty
Agreement dated as of the date hereof and  substantially  in the form of EXHIBIT
C,  made by the  Subsidiaries  of the  Borrower  listed on the  signature  pages
thereof in favor of the Administrative Agent for the benefit of the Lenders.

      "SUBSIDIARY GUARANTY SUPPLEMENT" shall mean each supplement  substantially
in the  form of  Annex  I to the  Subsidiary  Guaranty  Agreement  executed  and
delivered by a Subsidiary of the Borrower pursuant to SECTION 5.9.

      "SUBSIDIARY  LOAN  PARTY"  shall  mean any  Subsidiary  that  executes  or
otherwise becomes a party to or bound by the Subsidiary Guaranty Agreement.

      "SYNTHETIC  LEASE" shall mean a lease  transaction under which the parties
intend that (i) the lease will be treated as an "operating  lease" by the lessee
pursuant to Statement of Financial  Accounting  Standards No. 13, as amended and
(ii) the lessee will be entitled  to various tax and other  benefits  ordinarily
available to owners (as opposed to lessees) of like property.

      "SYNTHETIC LEASE  OBLIGATIONS" shall mean, with respect to any Person, the
sum of (i) all  remaining  rental  obligations  of such  Person as lessee  under
Synthetic Leases which are  attributable to principal and, without  duplication,
(ii) all rental and purchase price payment obligations of such Person under such
Synthetic Leases assuming such Person exercises the option to purchase the lease
property at the end of the lease term.

      "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 Type (e.g. a "Eurodollar
Loan" or "Base Rate Loan" or "Revolving  Eurodollar Loan").  Borrowings also may
be  classified  and  referred  to by  Type  (e.g.  "Eurodollar  Borrowing"  or "
Revolving Eurodollar Borrowing").

                                       16



      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,  restated,
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.

                                   ARTICLE II

                  AMOUNT AND TERMS OF THE REVOLVING COMMITMENTS
                  ---------------------------------------------

      SECTION 2.1 GENERAL  DESCRIPTION  OF  FACILITIES.  Subject to and upon the
terms and conditions  herein set forth, 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; PROVIDED,  that in no event shall the aggregate principal amount of
all  outstanding  Revolving  Loans  exceed at any time the  Aggregate  Revolving
Commitments from time to time in effect.

                                       17



      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
Aggregate Revolving  Commitments.  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") (x) prior to 11:00 a.m. (Atlanta, Georgia time) one (1) Business Day
prior to the requested  date of each Base Rate  Borrowing and (y) prior to 11:00
a.m. (Atlanta, Georgia time) 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  Borrowing  shall be not less  than  $1,000,000  or a  larger  multiple  of
$100,000. At no time shall the total number of Eurodollar Borrowings outstanding
at any time exceed six. Promptly  following the receipt of a Notice of Revolving
Borrowing in accordance  herewith,  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 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
1:00 p.m.  (Atlanta,  Georgia time) to the  Administrative  Agent at the Payment
Office. 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.  (Atlanta,  Georgia  time) 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


                                       18


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 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 2.5 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.  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.

     (b) To make an election  pursuant to this Section,  the Borrower shall give
the  Administrative  Agent prior written notice (or telephonic  notice  promptly
confirmed in writing) of each Borrowing substantially in the form of Exhibit 2.5
(a "NOTICE OF CONVERSION/CONTINUATION") that is to be converted or continued, as
the case  may be,  (x)  prior to 10:00  a.m.  (Atlanta,  Georgia  time)  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. (Atlanta, Georgia time) 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.

                                       19



     (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 2.6 OPTIONAL REDUCTION AND TERMINATION OF REVOLVING COMMITMENTS.

     (a) Unless previously terminated, all Revolving Commitments shall terminate
on the Commitment 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 2.6 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 outstanding Revolving Credit Exposures of
all Lenders.

      SECTION 2.7 REPAYMENT OF LOANS.  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.

      SECTION 2.8 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 Type thereof and the Interest  Period
applicable  thereto,  (iii) the date of each  continuation  thereof  pursuant to
SECTION 2.5,  (iv) the date of each  conversion  of all or a portion  thereof to
another Type  pursuant to SECTION 2.5, (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


                                       20



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 at any time,  the Borrower  agrees that it
will  execute and deliver to such Lender a Revolving  Credit Note payable to the
order of such Lender, and such Lender agrees,  upon receipt of such new Note and
request of the Borrower,  such Lender will  promptly  cancel and return any Note
replaced by such new Note to the Borrower.

      SECTION 2.9 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. (Atlanta, Georgia time) not less than three (3)
Business  Days  prior  to any  such  prepayment  and  (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.  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 prepaid in accordance with SECTION 2.11(C); 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 2.17. Each partial  prepayment of any 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.  Each  prepayment  of a
Borrowing shall be applied ratably to the Loans comprising such Borrowing.

      SECTION 2.10 MANDATORY PREPAYMENTS.

      If at any time the Revolving Credit Exposure of all Lenders exceeds
the  Aggregate  Revolving  Commitments,  as reduced  pursuant  to SECTION 2.6 or
otherwise,  the  Borrower  shall  immediately,   jointly  and  severally,  repay
Revolving Loans in an amount equal to such excess, together with all accrued and
unpaid  interest on such excess  amount and any amounts due under  SECTION 2.17.
Each prepayment shall be applied first to the Base Rate Loans to the full extent
thereof, and next to Eurodollar Loans to the full extent thereof.

      SECTION 2.11 INTEREST ON LOANS.

     (a) The Borrower shall pay interest on each Base Rate Loan at the Base Rate
in effect from time to time. The Borrower shall pay interest on each  Eurodollar
Loan at the Adjusted LIBO Rate for the applicable  Interest Period in effect for
such Loan plus 1.50%.

                                       21



     (b) 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
and all other  Obligations  hereunder  (other than Loans),  at an all-in rate in
effect for Base Rate Loans, plus an additional 3.5% per annum.

     (c)  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
monthly in arrears on the last day of each calendar  month 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 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.

     (d) 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 2.12 FEES.

     (a) The Borrower shall pay to the Administrative Agent and SunTrust Capital
Markets,  Inc., as Lead  Arranger,  for their own respective  account,  the fees
agreed upon  pursuant to and in  accordance  with that  certain fee letter dated
August 3, 2004 among the Borrower, the Administrative Agent and SunTrust Capital
Markets, Inc., as Lead Arranger.

     (b) The Borrower agrees to pay to the Administrative  Agent for the account
of each  Lender a  commitment  fee,  which  shall  accrue at one  quarter of one
percent (.25%) per annum, on the 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 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.  Accrued  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 FURTHER,  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 of such Lender.

                                       22



     (c) Accrued  fees shall be payable  quarterly in arrears on the last day of
each March, June, September and December, commencing on December 31, 2004 and on
the Commitment Termination Date.

      SECTION 2.13 COMPUTATION OF INTEREST AND FEES.

      Interest based on the Base Rate  hereunder  shall be computed on the basis
of a year of 365  days  (or 366 days in a leap  year)  and  paid for the  actual
number of days elapsed (including the first day but excluding the last day). All
other interest and all fees shall be computed on the basis of a year of 360 days
and paid for the  actual  number of days  elapsed  (including  the first day but
excluding the last day). 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  2.14  INABILITY  TO  DETERMINE  INTEREST  RATES.  If prior to the
commencement of any Interest Period for any Eurodollar Borrowing,

                    (i) 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

                    (ii) 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 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  2.15  ILLEGALITY.  If any Change in Law shall make it 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 such Lender  notifies the  Administrative  Agent and the Borrower that the
circumstances  giving rise to such suspension no longer exist, the obligation of


                                       23



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 2.16 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

               (ii) impose on any Lender or the eurodollar  interbank market any
          other condition  affecting this Agreement or any Eurodollar Loans made
          by such Lender;

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
reduce the amount  received or receivable by such Lender  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  Business Days after the date
of such notice and demand, additional amount or amounts sufficient to compensate
such Lender for such additional costs incurred or reduction suffered.

            (b) If any Lender 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  capital (or on
the  capital  of  such  Lender's  holding  company)  as  a  consequence  of  its
obligations  hereunder to a level below that which such Lender or such  Lender's
holding  company  could have  achieved  but for such Change in Law (taking  into
consideration  such Lender's  policies or the policies of such Lender's  holding
company 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 such
Lender's holding company for any such reduction suffered.

                                       24



            (c) A  certificate  of a Lender  setting forth the amount or amounts
necessary to compensate  such Lender or such Lender's  holding  company,  as the
case  may be,  specified  in  paragraph  (a) or (b) of  this  Section  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 such
amount or amounts within 10 days after receipt thereof.

            (d)   Failure  or  delay  on  the  part  of  any  Lender  to  demand
compensation  pursuant to this  Section  shall not  constitute  a waiver of such
Lender's right to demand such compensation PROVIDED, that the Borrower shall not
be required to compensate a Lender under this Section for any increased costs or
reductions  incurred more than six (6) months prior to the date that such Lender
notifies the Borrower of such increased costs or reductions and of such Lender'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  2.17  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 Eurodollar  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 (A) 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 (B) 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 2.17 submitted to the Borrower by any Lender shall be conclusive, absent
manifest error.

      SECTION 2.18 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) the Administrative  Agent or any Lender (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.

                                       25



            (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 and each
Lender,  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 or such  Lender,  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) 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 by the Administrative  Agent
on its own behalf or on behalf of a Lender,  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.

            (e) Any Foreign  Lender that is  entitled  to an  exemption  from or
reduction of  withholding  tax under the Code, or any treaty to which the United
States 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)  two (2) duly  completed  copies of (i)  Internal  Revenue
Service  Form  W-8 ECI,  or any  successor  form  thereto,  certifying  that the
payments  received from the Borrower  hereunder are  effectively  connected with
such  Foreign  Lender's  conduct of a trade or business in the United  States or
(ii)  Internal  Revenue  Service Form W-8 BEN, or any  successor  form  thereto,
certifying  that such Foreign Lender is entitled to benefits under an income tax
treaty  to  which  the  Untied  States  is a party  which  reduces  the  rate of
withholding  tax on payments of interest or (iii) Internal  Revenue Service Form
W-8 BEN, or any  successor  form  prescribed  by the Internal  Revenue  Service,
together with a  certificate  (A)  establishing  that the payment to the Foreign
Lender qualifies as "portfolio  interest" exempt from U.S. withholding tax under
Code section  871(h) or 881(c),  and (B) stating that (1) the Foreign  Lender is
not a bank for purposes of Code section  881(c)(3)(A),  OR the obligation of the
Borrower hereunder is not, with respect to such Foreign Lender, a loan agreement
entered into in the ordinary course of its trade or business, within the meaning
of that section; (2) the Foreign Lender is not a 10% shareholder of the Borrower
within the  meaning  of Code  section  871(h)(3)  or  881(c)(3)(B);  and (3) the
Foreign Lender is not a controlled  foreign  corporation  that is related to the
Borrower  within the meaning of Code  section  881(c)(3)(C);  or (iv) such other
Internal  Revenue  Service  forms as may be  applicable  to the Foreign  Lender,
including  Forms W-8 IMY or W-8 EXP.  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


                                       26



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 Internal Revenue Service for such purpose).

      SECTION 2.19 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 or fees, or of amounts payable under
SECTION 2.16, 2.17 or 2.18, or otherwise) prior to 1:00 p.m.  (Atlanta,  Georgia
time), on the date when due, in immediately  available funds,  free and clear of
any defenses,  rights of set-off,  counterclaim  or  withholding or deduction of
taxes.  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
that  payments  pursuant to SECTIONS  2.16,  2.7 and 2.18 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,  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  then due  hereunder,
ratably among the parties  entitled  thereto in  accordance  with the amounts of
principal 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  that  would  result  in  such  Lender
receiving  payment  of a  greater  proportion  of the  aggregate  amount  of its
Revolving 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 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 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 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 to any assignee
or  participant,  other than to the  Borrower  or any  Subsidiary  or  Affiliate


                                       27


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  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 the amount or amounts due. In such event,
if the  Borrower  has not in fact made such  payment,  then each of the  Lenders
severally  agrees to repay to the  Administrative  Agent forthwith on demand the
amount so  distributed to such Lender 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
Effective 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) 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 2.20 INCREASE OF REVOLVING COMMITMENTS; ADDITIONAL LENDERS. (a) So
long as no Event of Default has  occurred and is  continuing,  from time to time
after the Closing Date,  the Borrower may, upon at least 30 days' written notice
to the  Administrative  Agent (who shall promptly  notify the Lenders  thereof),
propose to increase the Aggregate  Revolving  Commitments  by an amount of up to
$20,000,000  (the  amount  of  any  such  increase,  the  "ADDITIONAL  REVOLVING
COMMITMENT AMOUNT");  PROVIDED,  that the Aggregate Revolving  Commitments shall
not at any time  exceed  $50,000,000.  Each  Lender  shall  have the right for a
period of 15 days following  receipt of such notice,  to elect by written notice
to  the  Borrower  and  the  Administrative  Agent  to  increase  its  Revolving
Commitment by a principal  amount equal to its Pro Rata Share of the  Additional
Revolving Commitment Amount. No Lender (or any successor thereto) shall have any
obligation to increase its Revolving  Commitment or its other  obligations under
this  Agreement  and the other Loan  Documents,  and any decision by a Lender to
increase  its  Revolving  Commitment  shall  be  made  in  its  sole  discretion
independently from any other Lender.

            (b)  If  any  Lender  shall  elect  not to  increase  its  Revolving
Commitment  pursuant  to  subsection  (a) of  this  Section,  the  Borrower  may
designate  another bank or other financial  institution  (which may be, but need
not be, one or more of the existing Lenders) which at the time agrees to, in the
case of any such Person  that is an  existing  Lender,  increase  its  Revolving
Commitment  and in the case of any other such Person (an  "ADDITIONAL  LENDER"),
become  a party  to this  Agreement;  PROVIDED,  HOWEVER,  that  any new bank or
financial  institution  must be acceptable to the  Administrative  Agent,  which
acceptance  will  not  be  unreasonably  withheld  or  delayed.  The  sum of the
increases in the Revolving  Commitments of the existing Lenders pursuant to this
subsection (b) plus the Revolving  Commitments  of the Additional  Lenders shall
not in the aggregate exceed the unsubscribed amount of the Additional  Revolving
Commitment Amount.

                                       28



            (c) An increase in the Aggregate Revolving  Commitments  pursuant to
this Section shall become effective upon the receipt by the Administrative Agent
of an agreement in form and substance  satisfactory to the Administrative  Agent
signed by the Borrower, by each Additional Lender and by each other Lender whose
Revolving  Commitment  is to be  increased,  setting  forth  the  new  Revolving
Commitments  of such Lenders and setting forth the agreement of each  Additional
Lender to become a party to this  Agreement and to be bound by all the terms and
provisions  hereof,   together  with  such  evidence  of  appropriate  corporate
authorization  on the part of the  Borrower  with respect to the increase in the
Revolving Commitments and such opinions of counsel for the Borrower with respect
to the increase in the Revolving  Commitments  as the  Administrative  Agent may
reasonably request.

            (d) Upon the acceptance of any such agreement by the  Administrative
Agent, the Aggregate  Revolving  Commitments shall automatically be increased by
the amount of the Revolving Commitments added through such agreement and ANNEX I
shall  automatically  be deemed amended to reflect the Revolving  Commitments of
all Lenders after giving effect to the addition of such Revolving Commitments.

            (e) Upon any  increase  in the  aggregate  amount  of the  Revolving
Commitments  pursuant to this  Section  that is not pro rata among all  Lenders,
within five Business Days, in the case of any Base Rate Loans then  outstanding,
and at the end of the then current Interest Period with respect thereto,  in the
case of any Eurodollar  Loans then  outstanding,  the Borrower shall prepay such
Loans in their  entirety  and,  to the extent the  Borrower  elects to do so and
subject to the conditions  specified in Article III, the Borrower shall reborrow
Loans from the Lenders in proportion to their respective  Revolving  Commitments
after giving effect to such increase,  until such time as all outstanding  Loans
are held by the Lenders in such proportion.

      SECTION  2.21   MITIGATION  OF   OBLIGATIONS.   If  any  Lender   requests
compensation  under  SECTION  2.16,  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  2.18,  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 2.16 or SECTION  2.18,  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 reasonable costs and expenses incurred by any Lender in connection with such
designation or assignment.

                                       29



                                   ARTICLE III

                          CONDITIONS PRECEDENT TO LOANS
                          -----------------------------

      SECTION 3.1 CONDITIONS TO EFFECTIVENESS. The obligations of the Lenders to
make Loans 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 Capital Markets,  Inc., as
Lead Arranger.

            (b) The  Administrative  Agent (or its counsel)  shall have received
the following each in form and substance satisfactory to the Agent:

               (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) duly executed Notes payable to each Lender;

               (iii) an executed Subsidiary Guaranty 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,  or partnership  agreement
          or limited liability company agreement,  or comparable  organizational
          documents and authorizations,  authorizing the execution, delivery and
          performance  of  the  Loan  Documents  to  which  it  is a  party  and
          certifying the name, titles and true signature of each officer of such
          Loan Party execution the Loan Documents to which it is a party;

               (v)  certified   copies  of  the  articles  or   certificate   of
          incorporation,  certificate or organization or limited partnership, or
          other registered organizational 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  organization  of
          such Loan Party;

               (vi) a favorable  written  opinion of general counsel to the Loan
          Parties,  addressed  to  the  Administrative  Agent  and  each  of the
          Lenders,  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;

                                       30



               (vii) certificates of insurance, in form and detail acceptable to
          the  Administrative  Agent,   describing  the  types  and  amounts  of
          insurance (property and liability)  maintained by the Borrower and its
          Subsidiaries; and

               (viii) a certificate signed by the chief financial officer of the
          Borrower  demonstrating  that the Leverage Ratio for the most recently
          ended  reporting  period  is  less  than or  equal  to  2.00:1.00  and
          certifying  that  there  has been no  material  adverse  change in the
          business or  financial or other  conditions  of the  Borrower,  in the
          assets and properties of the Borrower and its Subsidiaries,  or in the
          prospects or  projections  of the Borrower  and its  Subsidiaries  and
          Affiliates since December 30, 2003;

               (ix)  a  duly  executed   Notice  of  Revolving   Borrowing,   if
          applicable; and

               (x) a duly executed funds disbursement agreement; and

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

      SECTION 3.2 EACH CREDIT  EVENT.  The  obligation  of each Lender to make a
Loan on the  occasion of any  Borrowing  is subject to the  satisfaction  of the
following conditions:

            (a) at the  time of and  immediately  after  giving  effect  to such
Borrowing no Default or Event of Default shall exist;

            (b) at the  time of and  immediately  after  giving  effect  to such
Borrowing,  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 before and after giving effect thereto (except for
such  representations  and  warranties  which  relate to an earlier date or such
changes in  factual  circumstances  as are  expressly  permitted  under the Loan
Documents); and

            (c) since the date of the most recent  financial  statements  of the
Borrower  described  in  SECTION  5.1(A),   there  shall  have  been  no  event,
circumstance,  condition or change which has had or could reasonably be expected
to have a Material Adverse Effect.

      Each Borrowing 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.

                                       31



                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

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

      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,
partnership or limited  liability  company 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,  shareholder,  partner  or
member,  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  Requirements  of  Law  applicable  to the  Borrower  or any of its
Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c)
will not violate or result in a material  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 the
Administrative  Agent and the Lenders (i) the audited consolidated balance sheet
of the  Borrower  and its  Subsidiaries  as of December 30, 2003 and the related
consolidated  statements of income,  shareholders' equity and cash flows for the
fiscal year then ended  prepared by the  Borrower  and audited by Ernst & Young,
LLP and (ii) the  unaudited  consolidated  balance sheet of the Borrower and its
Subsidiaries  as  of  June  15,  2004,  and  the  related  unaudited   condensed
consolidated  statements  of income and cash flows for the  fiscal  quarter  and
year-to-date  period then ended.  Such financial  statements  fairly present the
consolidated financial condition of the Borrower and its Subsidiaries as of such


                                       32



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 (ii).
Since December 30, 2003, 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 in any material
respect  with any  Environmental  Law or to obtain,  maintain or comply with any
permit, license or other approval required under any Environmental Law, (ii) has
become  subject to any  material  Environmental  Liability or (iii) has received
notice of any claim with respect to any material Environmental Liability.

      SECTION 4.6  COMPLIANCE  WITH LAWS AND  AGREEMENTS.  The Borrower and each
Subsidiary is in compliance with (a) all  Requirements of Law and all judgments,
decrees  and  orders  of any  Governmental  Authority,  and (b) all  indentures,
agreements or other instruments binding upon it or its properties,  except where
non-compliance  with the  provisions of 4.6 (a) or (b),  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"  or is  "controlled"  by an
"investment  company"  as such terms are  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 are 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.

                                       33



      SECTION 4.9 MARGIN  REGULATIONS.  None of the proceeds of any of the Loans
will be used  for  "purchasing"  or  "carrying"  any  "margin  stock"  with  the
respective  meanings  of each of such terms under  Regulation  U of the Board of
Governors of the Federal  Reserve  System as now and from time to time hereafter
in effect or for any purpose that violates the provisions  Regulation U. Neither
the Borrower nor any of its  Subsidiaries is engaged  principally,  or as one of
its important activities, in the business of extending credit for the purpose of
purchasing or carrying "margin stock."

      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
$1,000,000  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  $1,000,000 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  free and  clear of  Liens  prohibited  by this
Agreement.

            (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, to
its knowledge,  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.

            (c) The properties of the Borrower and its  Subsidiaries are insured
with  financially  sound  and  reputable   insurance  companies  which  are  not
Affiliates of the Borrower,  in such amounts with such  deductibles and covering
such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the Borrower or any applicable
Subsidiary operates.

      SECTION 4.12  DISCLOSURE.  To the best of its knowledge,  the Borrower has
disclosed to the Administrative  Agent and the Lenders, all material 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, with
respect to any of the foregoing,  that, individually or in the aggregate,  could
reasonably  be  expected  to result in a  Material  Adverse  Effect.  No reports
(including  without 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


                                       34


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 such 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 INSOLVENCY. After giving effect to the execution and delivery
of the Loan Documents, the making of the Loans under this Agreement, neither the
Parent nor its Subsidiaries will be "insolvent," within the meaning of such term
as defined in ss.101 of Title 11 of the United States Code, as amended from time
to time,  or be unable to pay its debts  generally  as such debts become due, or
have an  unreasonably  small  capital to engage in any business or  transaction,
whether current or contemplated.

      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 of the Borrower and identifies each Subsidiary that
is a Material  Subsidiary  and a Subsidiary  Loan Party,  in each case as of the
Closing Date.

      SECTION  4.16  OFAC.  No Loan  Party  (i) is a person  whose  property  or
interest in property is blocked or subject to blocking  pursuant to Section 1 of
Executive  Order 13224 of September 23, 2001 Blocking  Property and  Prohibiting
Transactions  With Persons Who Commit,  Threaten to Commit, or Support Terrorism
(66 Fed.  Reg.  49079  (2001)),  (ii)  engages in any  dealings or  transactions
prohibited by Section 2 of such executive order, or is otherwise associated with
any such  person in any manner  violative  of Section 2, or (iii) is a person on
the list of Specially Designated Nationals and Blocked Persons or subject to the
limitations or prohibitions under any other U.S. Department of Treasury's Office
of Foreign Assets Control regulation or executive order.

      SECTION  4.17  PATRIOT  ACT.  Each  Loan  Party is in  compliance,  in all
material respects,  with the (i) the Trading with the Enemy Act, as amended, and
each of the foreign  assets control  regulations  of the United States  Treasury
Department  (31 CFR,  Subtitle B, Chapter V, as amended) and any other  enabling
legislation  or  executive  order  relating  thereto,  and (ii) the  Uniting And
Strengthening  America By Providing  Appropriate Tools Required To Intercept And
Obstruct  Terrorism  (USA  Patriot Act of 2001).  No part of the proceeds of the
Loans will be used, directly or indirectly, for any payments to any governmental
official or employee,  political party, official of a political party, candidate
for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended.

                                       35



      SECTION 4.18 INDEBTEDNESS. As of the Closing Date, and except as set forth
on  SCHEDULE  7.1,  neither the  Borrower  nor any of its  Subsidiaries  has any
Indebtedness  with a principal  amount  outstanding  or a commitment to fund, in
either case, in excess of $500,000.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS
                              ---------------------

      The  Borrower  covenants  and  agrees  that so long  as any  Lender  has a
Revolving Commitment hereunder or any Obligation remains unpaid or 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  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 the 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  cash  flows of the  Borrower  and its
Subsidiaries  for  such  periods  which  are  required  to be  included  in  the
Borrower's  quarterly  report  in Form  10-Q,  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 Compliance Certificate signed by the
principal financial officer of the Borrower;

            (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


                                       36



any Default or Event of Default (which  certificate may be limited to the extent
required by accounting rules or guidelines);

            (e) 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

            (f) 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 material
provision  of 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, or (iii) receives notice of any
claim with respect to any Environmental  Liability, and in each of the preceding
clauses, 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 $250,000; and

            (e) any other event that results in, or could reasonably be expected
to result in, a Material Adverse Effect.

      Each notice delivered under this Section 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  substantially  the same  primary  business  as


                                       37



presently  conducted  or such  other  businesses  that  are  reasonably  related
thereto;  PROVIDED,  that  nothing in this  Section  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 material laws,  rules,  regulations
and  requirements of any Governmental  Authority  applicable to its business and
properties,  including without  limitation,  all  Environmental  Laws, ERISA and
OSHA,  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  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 and each 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 a Lender) may reasonably request after reasonable prior
notice to the Borrower.  Such  visitation  and  examination  shall be solely for
purposes of evaluating this credit  facility and subject to the  confidentiality
requirements of applicable law.

      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  excepted,  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,  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.

      SECTION 5.9 ADDITIONAL  SUBSIDIARIES.  Any Person organized under the laws
of any state of the United States of America that at any time becomes a Material
Subsidiary  (including  by way of  acquisition)  shall,  within  10  days  after
becoming a Material Subsidiary,  execute and deliver to the Administrative Agent
(x)  a  Subsidiary   Guaranty  Supplement  and  (y)  upon  the  request  of  the
Administrative  Agent,  those items that would have been delivered under SECTION


                                       38



3.1 if such  Subsidiary had been a Subsidiary Loan Party on the Closing Date, in
each case in form and substance satisfactory to the Administrative Agent.

      SECTION  5.10 USE OF PROCEEDS.  The Borrower  will use the proceeds of all
Loans to finance working capital needs, capital expenditures,  the repurchase of
the common stock of Borrower  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.

      SECTION 5.11 FURTHER  ASSURANCES.  The Borrower  will, and will cause each
Subsidiary Loan Party to, execute any and all further documents,  agreements and
instruments,  and take all such further  actions which may be required under any
applicable law, or which the  Administrative  Agent or the Required  Lenders may
reasonably  request,  to effectuate the  transactions  contemplated  by the Loan
Documents.

                                   ARTICLE VI

                               FINANCIAL COVENANTS
                               -------------------

      The  Borrower  covenants  and  agrees  that so long  as any  Lender  has a
Revolving Commitment hereunder or any Obligation remains unpaid or outstanding:

      SECTION 6.1 LEVERAGE RATIO.  The Borrower will have, as of the end of each
fiscal quarter (calculated for such quarter and the three prior fiscal quarters)
of the Borrower, commencing with the fiscal quarter ending September 30, 2004, a
Leverage Ratio of not greater than 2.00 to 1.00.

      SECTION 6.2 FIXED CHARGE COVERAGE RATIO. The Borrower will have, as of the
end of each  fiscal  quarter  (calculated  for such  quarter and the three prior
fiscal  quarters) of the Borrower,  commencing  with the fiscal  quarter  ending
September 30, 2004, a Fixed Charge Coverage Ratio of not less than 1.50 to 1.00.

      SECTION  6.3  CONSOLIDATED  NET WORTH.  The  Borrower  will not permit its
Consolidated  Net  Worth at any time to be less  than  $400,000,000  plus 50% of
Consolidated  Net  Income on a  cumulative  basis,  commencing  with the  fiscal
quarter  ending June 15,  2004;  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.  The amount of
Consolidated  Net Worth set forth above shall be  increased by 75% of the amount
by which the Borrower's "total stockholders' equity" is increased as a result of
any public or private offering of common stock of the Borrower after the Closing
Date and shall be  increased  by the amount of any tax  benefit  achieved by the
Borrower as a result of recording  non-cash charges related to Borrower's common
stock options.  Promptly upon the  consummation  of such offering,  the Borrower
shall notify the Administrative  Agent in writing of the amount of such increase
in "total stockholders'  equity." The amount of Consolidated Net Worth set forth
therein  shall be  reduced  by the value of  common  shares  repurchased  by the
Borrower subsequent to the Closing Date.

                                       39



      SECTION 6.4 NEW STORE CAPITAL EXPENDITURES.  The Borrower will not make or
incur,  or permit any of its  Subsidiaries  to make or incur,  New Store Capital
Expenditures  in any fiscal year of the Borrower that exceed  $50,000,000 in the
aggregate for such fiscal year.

                                   ARTICLE VII

                               NEGATIVE COVENANTS
                               ------------------

      The  Borrower  covenants  and  agrees  that so long  as any  Lender  has a
Revolving Commitment hereunder or any Obligation remains unpaid or outstanding:

      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 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  or by a Subsidiary  shall be a
domestic Subsidiary created and existing under the laws of a state of the United
States;

            (d)   Indebtedness   with  respect  to  obligations   under  Hedging
Transactions permitted by SECTION 7.10; and

            (e) other  Indebtedness  in an  aggregate  principal  amount  not to
exceed $10,000,000 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 or, except:

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

            (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; and

            (d) Liens on assets  which in the  aggregate  do not  exceed in book
value Ten Million Dollars ($10,000,000);


                                       40



            (e) extensions, renewals, or replacements of any Lien referred to in
paragraphs (a) through (d) of this Section;  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, (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 or by
SECTION 7.5.

            (b)  The  Borrower  will  not,  and  will  not  permit  any  of  its
Subsidiaries  to, engage to any material  extent in any primary  business  other
than  businesses  substantially  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;


                                       41



            (d) Investments  made by the Borrower in or to any Subsidiary and by
any Subsidiary to the Borrower or in or to another Subsidiary;

            (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 Obligations permitted by SECTION 7.10;

            (g)  Other   Investments  which  in  the  aggregate  do  not  exceed
$7,000,000 in any fiscal year of the Borrower;  provided,  however, that, to the
extent an Investment shall also qualify as an Acquisition, such Investment shall
not be  permitted  under this  clause (g) and shall be  required  to comply with
subsection  (i) of this SECTION  7.4;  provided,  further,  that this clause (g)
shall not be used for the purpose of making any Investment of the type described
in clause (ii) of the defined term of "Permitted Investment";

            (h) Investments made pursuant to deferred compensation plans; and

            (i) Acquisitions permitted by SECTION 7.5.

      SECTION 7.5 ACQUISITIONS. The Borrower will not make, engage in or effect,
and will not permit any Subsidiary to make, engage in or effect, any Acquisition
unless each of the terms and  conditions  set forth below in this  Section  have
been satisfied in the discretion of the Administrative Agent:

            (a) no  Default  or Event of  Default  shall  have  occurred  and be
continuing at the time of the  consummation  of such  Acquisition or would exist
immediately after giving effect thereto;

            (b) each business  acquired  shall be within the  permitted  line of
business described in SECTION 5.3;

            (c) written notice of any proposed Acquisition shall be given to the
Lenders  no less  than  thirty  (30)  days  prior  to the  consummation  of such
Acquisition, together with any then existing drafts of the acquisition documents
and such other  documents  or  materials  as may be  reasonably  requested  by a
Lender;

            (d) in the case of an Acquisition involving the acquisition of stock
or other ownership  interests of any Person,  immediately after giving effect to
such  Acquisition  such Person (or the surviving  Person,  if the Acquisition is
effected  through  a  merger  or  consolidation)  shall be a  Subsidiary  of the
Borrower  and such  Subsidiary  shall  comply  with  SECTION  5.9 to the  extent
applicable;

            (e) the  aggregate  consideration  for the  purchase  price  of such
Acquisition (including, without limitation, cash, Indebtedness and equity), when
added to the  aggregate  consideration  for the  purchase  prices  of all  other
Acquisitions  consummated  during  the term of this  Agreement,  does not exceed
$40,000,000; and


                                       42



            (f) the Borrower  shall cause to be delivered to the  Administrative
Agent a  certificate,  in form  and  substance  reasonably  satisfactory  to the
Administrative  Agent,  executed by a Chief  Financial  Officer of the Borrower,
certifying  that the  consummation  of such  Acquisition  will not  result  in a
violation of any  provision of this  Agreement,  and after giving effect to such
Acquisition and any Borrowings made in connection  therewith,  the Borrower will
be in compliance  with the financial  covenants  contained in Article VI hereof,
such compliance determined with regard to calculations made on a pro forma basis
in  accordance  with  GAAP  as  if  the  acquired  Person  or  assets  had  been
consolidated with the Borrower for those periods applicable to such covenants.

      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 any
wholly-owned  Subsidiary  of 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 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 $10,000,000 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 and (b)
transactions  between or among the Borrower and its  Subsidiaries  not involving
any other Affiliates.

      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 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, by this
Agreement or any other Loan Document or by that certain Loan Agreement  dated as
of April 28,  2000,  as may have been amended from time to time and as in effect
on the date hereof with InTrust Bank,  N.A.,  (ii) the foregoing shall not apply
to conditions imposed with respect to Hedging Transactions with Lenders limiting


                                       43



creation,  incurrence or permitting  Liens (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  and (iv)  clause  (a)  shall  not apply to
customary  provisions in leases and other contracts entered into in the ordinary
course of business.

      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  TRANSACTIONS.  The Borrower  will not, and will not
permit any of the  Subsidiaries  to, enter into any Hedging  Transaction,  other
than (a) Hedging Transactions 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  and which do
not exceed in the aggregate Ten Million  Dollars  ($10,000,000).  Solely for the
avoidance of doubt, the Borrower acknowledges that a Hedging Transaction entered
into for speculative  purposes or of a speculative nature (which shall be deemed
to include  any  Hedging  Transaction  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  Transaction  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 its certificate of incorporation,
bylaws or other organizational documents.

      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 by GAAP,  or change the fiscal year of
the  Borrower  or of any  Subsidiary,  except to  change  the  fiscal  year of a
Subsidiary to conform its fiscal year to that of the Borrower.

                                  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 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


                                       44



            (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)  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 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; or

            (d) the Borrower shall fail to observe or perform any covenant or
agreement contained in SECTIONS 5.1, 5.2 or 5.3 (with respect to the Borrower's
existence) 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  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  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,  (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


                                       45



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 $1,000,000; or

            (k) any  judgment  or order  for the  payment  of money in excess of
$2,000,000  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 60
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 Guaranty 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 Guaranty Agreement;

then,  and in every such event (other than an event with respect to the Borrower
described  in  clause  (g) or (h) of this  Section)  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 Revolving Commitments,  whereupon the Revolving 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


                                       46



presentment,  demand,  protest  or other  notice of any  kind,  all of which are
hereby  waived by the  Borrower;  (iii)  exercise all remedies  contained in any
other Loan Document and (iv) exercise any other remedies  available at law or in
equity;  and that, if an Event of Default  specified in either clause (g) or (h)
shall occur, the Revolving  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. 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 or under the other
Loan  Documents by or through any one or more  sub-agents  or  attorneys-in-fact
appointed by the  Administrative  Agent. The  Administrative  Agent and any such
sub-agent or attorney-in-fact 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  shall  apply to any such  sub-agent  or
attorney-in-fact  and the Related  Parties of the  Administrative  Agent and any
such sub-agent and any such attorney-in-fact 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.

      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, its sub-agents or attorneys-in-fact 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 responsible for the negligence or misconduct or any
sub-agents or attorneys-in-fact selected by it with reasonable care. The
Administrative Agent shall not be deemed to have knowledge of any Default or
Event of Default unless and until written notice thereof (which notice shall
include an express reference to such event being a "Default" or "Event of
Default" hereunder) is given to the Administrative Agent by the Borrower or any


                                       47



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 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. The Administrative Agent may consult with
legal  counsel  (including  counsel  for the  Borrower)  concerning  all matters
pertaining to such duties.

      SECTION  9.3 LACK OF  RELIANCE ON THE  ADMINISTRATIVE  AGENT.  Each of the
Lenders  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  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


                                       48



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 or removal,
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, 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 after written notice is given of
the retiring  Administrative Agent's resignation under this Section 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.

      SECTION 9.8  AUTHORIZATION  TO EXECUTE OTHER LOAN  DOCUMENTS.  Each Lender
hereby authorizes the  Administrative  Agent to execute on behalf of all Lenders
all Loan Documents other than this Agreement.

                                    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:


                                       49



     To the Borrower:                       224 East Douglas
                                            Suite 700
                                            Wichita, KS 67202
                                            Attention: John D. White
                                            Telecopy Number: (316) 264-7451


     To the Administrative Agent:           SunTrust Bank
                                            303 Peachtree Street, N.E.
                                            Atlanta, Georgia 30308
                                            Attention: Agency Services
                                            Telecopy Number: (404) 724-3879

     With a copy to:                        SunTrust Capital Markets, Inc.
                                            SunTrust Bank
                                            Mail Code 1922
                                            303 Peachtree Street, 2nd Floor
                                            Atlanta, Georgia 30308
                                            Attention:  Charles J. Johnson
                                            Telecopy Number: (404) 588-7189

     To any Lender:                         the address set forth in the
                                            Administrative Questionnaire

            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  facsimile  machine,
respectively, or if mailed, upon the third Business Day after the date deposited
into the mail or if delivered,  upon delivery;  PROVIDED, that notices delivered
to the  Administrative  Agent shall not be effective until actually  received by
such Person at its address specified in this Section.

            (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.


                                       50



      SECTION 10.2 WAIVER; AMENDMENTS.

            (a) No failure or delay by the Administrative Agent 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 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,  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 shall not be construed as a
waiver  of  any  Default  or  Event  of  Default,   regardless  of  whether  the
Administrative  Agent,  any  Lender  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 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) except as
expressly  provided in SECTION 2.20,  increase the  Revolving  Commitment of any
Lender  without the written  consent of such Lender,  (ii) reduce the  principal
amount of any Loan 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 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  Revolving  Commitment,  without  the written
consent of each Lender affected thereby,  (iv) change SECTION 2.19 (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 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,  without the written consent of each Lender;  or (vii) release all or
substantially  all collateral (if any) securing any of the Obligations,  without
the written  consent of each Lender  PROVIDED  FURTHER,  that no such  agreement
shall amend, modify or otherwise affect the rights, duties or obligations of the
Administrative  Agent  without the prior written  consent of the  Administrative
Agent. No amendment  which adversely  affects the Borrower shall be entered into
without Borrower's written consent.

      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


                                       51



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),  and (ii) all  out-of-pocket  costs and  expenses  (including,
without  limitation,  the reasonable fees,  charges and disbursements of outside
counsel) incurred by the  Administrative  Agent or any Lender in connection with
the  enforcement or protection of its rights in connection  with this Agreement,
including  its rights under this Section,  or in connection  with the Loans made
hereunder,  including  all  such  out-of-pocket  expenses  incurred  during  any
workout, restructuring or negotiations in respect of such Loans.

            (b) The Borrower shall indemnify the  Administrative  Agent (and any
sub-agent thereof),  each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "INDEMNITEE")  against,  and hold each
Indemnitee harmless from, any and all losses, claims,  damages,  liabilities and
related expenses  (including the fees,  charges and disbursements of any counsel
for any Indemnitee),  and shall indemnify and hold harmless each Indemnitee from
all fees, time charges and  disbursements  for attorneys who may be employees of
any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by
any third  party,  the  Borrower  or any other  Loan  Party  arising  out of, in
connection  with,  or as a  result  of (i) the  execution  or  delivery  of this
Agreement,  any other Loan Document or any agreement or instrument  contemplated
hereby or thereby,  the  performance by the parties  hereto of their  respective
obligations  hereunder or thereunder  or the  consummation  of the  transactions
contemplated hereby or thereby,  (ii) any Loan or the use or proposed use of the
proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous
Materials  on or from any  property  owned or operated by the Borrower or any of
its  Subsidiaries,  or any  Environmental  Liability  related  in any way to the
Borrower or any of its  Subsidiaries,  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,  whether  brought by any
third party, the Borrower or any other Loan Party, and regardless of whether any
Indemnitee is a party thereto, PROVIDED that such indemnity shall not, as to any
Indemnitee,  be  available  to the extent  that such  losses,  claims,  damages,
liabilities  or related  expenses  (x) are  determined  by a court of  competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful  misconduct of such  Indemnitee or (y) result from a claim
brought by the Borrower or any other Loan Party against an Indemnitee for breach
in bad faith of such Indemnitee's  obligations hereunder or under any other Loan
Document,  if the  Borrower  or  such  Loan  Party  has  obtained  a  final  and
nonappealable  judgment in its favor on such claim as  determined  by a court of
competent jurisdiction.

            (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  that may be granted by Borrower or a
Subsidiary,  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 under  clauses  (a), (b) or (c) hereof,
each Lender  severally agrees to pay to the  Administrative  Agent such Lender's


                                       52



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 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 the use of proceeds thereof.

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

      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
permitted hereby,  except that the Borrower may not assign or otherwise transfer
any of its rights or obligations  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).  Nothing in this  Agreement,  expressed or
implied,  shall be construed  to confer upon any Person  (other than the parties
hereto,  their  respective  successors and assigns  permitted hereby and, to the
extent  expressly  contemplated  hereby,  the  Related  Parties  of  each of the
Administrative  Agent and the Lenders) any legal or equitable  right,  remedy or
claim under or by reason of this Agreement.

            (b) Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations  under this Agreement  (including all or a
portion  of its  Revolving  Commitment  and the Loans at the time  owing to it);
PROVIDED that (i) except in the case of an  assignment  of the entire  remaining
amount of the assigning Lender's Revolving  Commitment and the Loans at the time
owing to it or in the case of an  assignment  to a  Lender,  an  Affiliate  of a
Lender or an Approved Fund with respect to a Lender, the aggregate amount of the
Revolving   Commitment  (which  for  this  purpose  includes  Loans  outstanding
thereunder) 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, in the
case  of  any  assignment  of  a  Revolving  Commitment,   unless  each  of  the
Administrative  Agent and,  so long as no Event of Default has  occurred  and is
continuing,  the  Borrower  otherwise  consents  (each  such  consent  not to be
unreasonably withheld or delayed), (ii) 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  with  respect  to the Loan or the  Revolving
Commitment assigned,  except that this clause (ii) shall not prohibit any Lender
from  assigning all or a portion of its rights and  obligations  among  separate
Revolving  Commitments  on a non-pro  rata basis,  and (iii) the parties to each
assignment shall execute and deliver to the  Administrative  Agent an Assignment
and Acceptance,  together with a processing and  recordation fee of $1,000,  and
the  Eligible  Assignee,  if it shall  not be a  Lender,  shall  deliver  to the
Administrative Agent an Administrative Questionnaire. Upon (i) the execution and
delivery of the Assignment  and Acceptance by the assigning  Lender and assignee


                                       53



Lender,  (ii)  acceptance  and  recording  thereof by the  Administrative  Agent
pursuant to  paragraph  (c) of this  Section,  (iii)  consent  thereof  from the
Borrower  to the extent  required  pursuant  to this clause (b) and (iv) if such
assignee  Lender is a Foreign  Lender,  compliance  by such Person with  SECTION
2.18(E),  from and after the effective  date  specified in each  Assignment  and
Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the
extent of the interest  assigned by such  Assignment  and  Acceptance,  have the
rights and  obligations  of a Lender  under this  Agreement,  and the  assigning
Lender  thereunder  shall,  to the  extent  of the  interest  assigned  by  such
Assignment and Acceptance, be released from its obligations under this Agreement
(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
2.16,  2.17,  2.18 and 10.3. Any assignment or transfer by a Lender of rights or
obligations  under this Agreement that does not comply with this paragraph shall
be  treated  for  purposes  of this  Agreement  as a sale by  such  Lender  of a
participation in such rights and obligations in accordance with paragraph (d) of
this Section.

            (c) The Administrative  Agent,  acting solely for this purpose as an
agent of the Borrower,  shall maintain at one of its offices in Atlanta, Georgia
a copy of each Assignment and Acceptance  delivered to it and a register for the
recordation  of the  names  and  addresses  of the  Lenders,  and the  Revolving
Commitments of, and principal amount of the Loans owing to, each Lender pursuant
to the terms  hereof  from time to time (the  "REGISTER").  The  entries  in the
Register shall be conclusive, and the Borrower, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms  hereof as a Lender  hereunder  for all  purposes  of this  Agreement,
notwithstanding  notice to the  contrary.  The Register  shall be available  for
inspection by the Borrower and any Lender,  at any reasonable time and from time
to time upon reasonable prior notice.

            (d) Any  Lender  may,  without  the  consent  of, or notice  to, the
Borrower or the Administrative Agent sell participations to one or more banks or
other  entities (a  "PARTICIPANT")  in all or a portion of such Lender's  rights
and/or  obligations  under  this  Agreement  (including  all or a portion of its
Revolving  Commitment  and/or  the Loans  owing to it);  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 such obligations and (iii) the Borrower, the Administrative Agent
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.  Any agreement or instrument  pursuant to which a Lender sells such a
participation  shall  provide  that such Lender  shall  retain the sole right to
enforce this Agreement and to approve any amendment,  modification  or waiver of
any provision of this Agreement;  PROVIDED that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any  amendment,  modification  or waiver with respect to the following to the
extent affecting such Participant:  (i) increase the Revolving Commitment of any
Lender  without the written  consent of such Lender,  (ii) reduce the  principal
amount of any Loan 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 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  Revolving  Commitment,  without  the written
consent of each Lender affected thereby, (iv) change SECTION 2.19(B) or (C) in a
manner  that would  alter the pro rata  sharing of  payments  required  thereby,


                                       54



without the written consent of each Lender,  (v) change any of the provisions of
this  Section 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  without the written  consent of each Lender except to the extent such
release is  expressly  provided  under the terms of the Guaranty  Agreement;  or
(vii) release all or  substantially  all collateral (if any) securing any of the
Obligations.  Subject to paragraph (e) of this Section, the Borrower agrees that
each  Participant  shall be entitled to the benefits of SECTIONS 2.16, 2.17, and
2.18 to the same extent as if it were a Lender and had  acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each  Participant also shall be entitled to the benefits of SECTION 10.7 as
though it were a Lender,  provided  such  Participant  agrees to be  subject  to
SECTION 10.7 as though it were a Lender.

            (e) A  Participant  shall not be  entitled  to receive  any  greater
payment  under  SECTION 2.16 and SECTION 2.18 than the  applicable  Lender would
have been  entitled to receive  with respect to the  participation  sold to such
Participant,  unless the sale of the  participation  to such Participant is made
with the Borrower's prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of SECTION 2.18
unless the Borrower is notified of the  participation  sold to such  Participant
and such  Participant  agrees,  for the benefit of the Borrower,  to comply with
SECTION 2.18(E) as though it were a Lender.

            (f) Any Lender may at any time pledge or assign a security  interest
in all or any portion of its rights under this  Agreement to secure  obligations
of such Lender,  including without limitation any pledge or assignment to secure
obligations  to a  Federal  Reserve  Bank;  PROVIDED  that  no  such  pledge  or
assignment  of a  security  interest  shall  release  a  Lender  from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

      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 Georgia.

            (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 for the Northern  District of Georgia,  and of any state court
of the State of Georgia  located in Fulton County 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
Georgia 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


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the Administrative Agent 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.

            (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 and
brought in any court  referred to in paragraph (b) of this Section.  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.

      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  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
to or for  the  credit  or the  account  of the  Borrower  against  any  and all
Obligations  held by such Lender,  as the case may be,  irrespective  of whether
such Lender shall have made demand  hereunder and although such  Obligations may
be unmatured.  Each Lender agree promptly to notify the Administrative Agent and
the  Borrower  after any such set-off and any  application  made by such Lender;
PROVIDED,  that the failure to give such notice shall not affect the validity of
such set-off and application.

      SECTION 10.8 COUNTERPARTS;  INTEGRATION. This Agreement may be executed by
one or  more  of the  parties  to  this  Agreement  on 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.  This
Agreement,  the other  Loan  Documents,  and any  separate  letter  agreement(s)


                                       56



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,  regardless of any  investigation  made by any such other party or on its
behalf and notwithstanding  that the Administrative Agent 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 and so long as the Revolving  Commitments have not expired or terminated.
The  provisions  of SECTIONS  2.16,  2.17,  2.18,  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 Revolving 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.

      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 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 such  information
may be disclosed  (i) to any Related  Party of the  Administrative  Agent or any
such Lender,  including without limitation accountants,  legal counsel and other
advisors, so long as such information remains  confidential,  (ii) to the extent
required by applicable  laws or  regulations or by any subpoena or similar legal
process,  (iii) to the extent  required 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,  or which  becomes  available  to the
Administrative Agent, 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,  (vi) subject
to  provisions  substantially  similar to this SECTION  10.11,  to any actual or
prospective   assignee  or  Participant  or  to  any   prospective   contractual
counterparty  (or its advisor to any  securitization,  hedge or other derivative
transaction,  or (vii) with the consent of the Borrower.  Any Person required to
maintain the  confidentiality of any information as provided for in this Section
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  reasonably  accord  its  own  confidential
information.


                                       57



      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 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.

      SECTION 10.13 WAIVER OF EFFECT OF CORPORATE SEAL. The Borrower  represents
and  warrants  that neither the Borrower nor any other Loan Party is required to
affix its corporate seal to this  Agreement or any other Loan Document  pursuant
to any requirement of law or regulation, agrees that this Agreement is delivered
such Borrower under seal and waives any shortening of the statute of limitations
that may result from not affixing the corporate  seal to this  Agreement or such
other Loan Documents.

                  (remainder of page left intentionally blank)



                                       58





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


                          LONE STAR STEAKHOUSE & SALOON, INC.



                          By:           /s/
                             --------------------------------------------------
                                      Name:
                                      Title:


                         SUNTRUST BANK
                         as Administrative Agent and as a Lender


                         By:           /s/
                            ---------------------------------------------------
                                      Name:
                                      Title:

                         Revolving Commitment: $18,000,000.00



                                       59



                         INTRUST BANK, N.A., as Lender


                         By:           /s/
                            ---------------------------------------------------
                            Name:
                            Title:

                            Revolving Commitment:  $12,000,000.00



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