GUILFORD MILLS INC, 10-K, 1996-01-02

GUILFORD MILLS INC
10-K, 1996-01-02
KNITTING MILLS

Previous: JOHNSTON INDUSTRIES INC, DEF 14A, 1996-01-02

Next: GUILFORD MILLS INC, DEFA14A, 1996-01-02

<PAGE> 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
__________________________

FORM 10-K
<TABLE>
<S> <C>
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
[X] OF THE SECURITIES EXCHANGE ACT OF 1934 [ ] OF THE SECURITIES EXCHANGE ACT OF 1934
(fee required) (fee required)

For the Fiscal Year Ended October 1, 1995
----------------
</TABLE>

Commission File No. 1-6922
___________________________

GUILFORD MILLS, INC.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 13-1995928
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

4925 WEST MARKET STREET
GREENSBORO, NORTH CAROLINA 27407
(Address of principal executive offices) (Zip Code)

</TABLE>

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (910) 316-4000
_________

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on which Registered
------------------- -----------------------------------------
<S> <C>
Common Stock, $.02 par value New York Stock Exchange

6% Convertible Subordinated New York Stock Exchange
Debentures due 2012

Preferred Stock Purchase Rights New York Stock Exchange

</TABLE>

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.[ ]

Aggregate market value of the voting stock (which consists solely of shares of
common stock) held by non-affiliates of the Registrant at December 4, 1995 (a
total of 11,853,605 shares of common stock), computed by reference to the last
reported sale price ($21.75) of the Registrant's common stock on the New York
Stock Exchange on such date: $257,815,910.

Number of shares of the Registrant's common stock outstanding as of December
4, 1995: 14,108,721

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Annual Report to Stockholders for the fiscal year ended
October 1, 1995 are incorporated by reference into Parts I and II of this
report.

Certain portions of the Registrant's definitive proxy statement pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended, which will
be filed with the Commission on or about December 29, 1995 are incorporated by
reference into Part III of this report.
<PAGE> 2
GUILFORD MILLS, INC.
PART I

ITEM 1. BUSINESS

GENERAL

Guilford Mills, Inc. (the "Company") is engaged primarily in the
business of producing, processing and selling warp knit fabrics. The Company
knits synthetic yarn, primarily nylon, acetate and polyester, on warp knitting
machinery into warp knit fabrics, which it then dyes and finishes. The Company
sells its finished fabrics for use in a broad range of apparel, automotive,
industrial and home furnishings products. The Company also designs, knits,
dyes, prints and finishes elastomeric and circular knit fabrics for sale
principally to swimwear, dress and sportswear manufacturers. Additionally, the
Company has introduced woven velour fabric capabilities in its expanding
automotive business.

On August 18, 1994, the Company purchased 55% of the outstanding
capital stock of Grupo Ambar, S.A. de C.V. and subsidiaries ("Grupo Ambar").
The acquisition increased the Company's ownership in Grupo Ambar to 75%. Grupo
Ambar is a leading manufacturer of knit textile fabrics in Mexico.

On November 7, 1995, the Company announced its preliminary intent to
acquire 100% of the stock of privately-owned Hofmann Laces, Ltd. and its
affiliates. Hofmann Laces designs and produces lace fabrics for the intimate
apparel, apparel and home furnishings markets. Its also produces stretch knit
fabrics for the apparel swimwear and intimate apparel markets. The transaction
is expected to close in January of 1996.

In 1993, the Company changed its fiscal year for financial reporting
purposes from a fiscal year ending on the Sunday nearest to June 30 to the
Sunday nearest to September 30. Accordingly, presentation of a transition
quarter beginning June 28, 1993 and ending September 26, 1993 is made.

The Company was incorporated under the laws of Delaware in August
1971, and is the successor by merger to businesses previously conducted since
1946. Guilford Mills, Inc. and its predecessors and subsidiaries are referred
to as the "Company", unless the context indicates otherwise.

PRODUCT DEVELOPMENT

Working closely with the Company's customers, the Company's research
and development departments, consisting of 91 full-time U.S. employees, four
employees of Guilford Europe Limited, a United Kingdom corporation and an
indirect wholly-owned subsidiary of the Company ("Guilford Europe"), and one
employee of Grupo Ambar, are primarily responsible for the creation of new
fabrics and styles. Sample warping and knitting machines are used to develop
new fabrics which can be placed into production after customer acceptance.
Total expenditures for research and development for fiscal years 1995 and 1994,
the transition quarter ended September 26, 1993, and fiscal year 1993 were
approximately $13.8 million, $14.7 million, $3.1 million, and $15.8 million,
respectively.

The Company has numerous trademarks, trade names and certain licensing
agreements which it uses in connection with the advertising and promotion of
its products. Management believes that the loss or expiration of such
trademarks, trade names and licensing agreements would not have a material
adverse effect on the Company's operations.

WORKING CAPITAL PRACTICES

The Company primarily produces inventory based on customer orders and
significant amounts of inventory are not required to meet rapid delivery or to
assure a continuous allotment of goods from suppliers. Customers are allowed
to return goods for valid reasons and customer accommodations are not
significant. Approximately 32% of domestic accounts receivable are factored in
order to avoid the credit risk on such accounts and to obtain larger credit
lines for many customers. The Company has the ability to borrow against such
receivables, although it has traditionally not done so as the related borrowing
terms are less favorable than other available sources of financing. The
Company generally takes advantage of discounts offered by vendors.

MARKETING

The Company sells its warp knit and circular knit fabrics for use in a
broad range of apparel, automotive and home furnishings products. For the
fiscal years ended October 1, 1995, October 2, 1994, and June 27, 1993, the
approximate percentage of the Company's worldwide sales attributable to each
category was as follows:

<TABLE>
<CAPTION>
Oct. 1, Oct. 2, June 27,
1995 1994 1993
------- ------- --------
<S> <C> <C> <C>
Apparel 46% 51% 54%
Automotive 43 38 33
Home Furnishings 6 8 10
Other 5 3 3
--- --- ---
Total 100% 100% 100%
=== === ===
</TABLE>

2
<PAGE> 3

The Company experiences seasonal fluctuations in its sales of apparel
fabrics, with the highest sales historically occurring in the period from
January to June; however, recent trends indicating the natural movement of the
sales, based upon the needs of the Company's customers, to the period from
April to September. Sales of fabrics for use in automotive and home
furnishings products experience insignificant seasonal fluctuations.

Reference is made to Note 12 of the Consolidated Financial Statements
in the Company's Annual Report to Stockholders for the fiscal year ended
October 1, 1995 (the "Annual Report"), which note is incorporated herein by
reference, for financial information relating to sales, income and assets of
Guilford Europe and Grupo Ambar for the last three fiscal years and the
transition quarter.

The backlog of orders believed to be firm as of the end of the current
and preceding fiscal years is not deemed to be material for an understanding of
the Company's business as most orders are deliverable within a few months.

The Company promotes its fabrics primarily by advertising in trade
publications, in conjunction with yarn producers, and to a lesser extent by
participating in trade shows.

In the United States, the Company has sales offices in New York City,
Los Angeles, Greensboro, Detroit and Chicago. Guilford Europe services the
United Kingdom market with its own marketing group from its Alfreton
administrative offices. Export markets are serviced by in-house personnel
based in the United Kingdom, Belgium and Germany and by commission agents in
most continental European Union countries. Grupo Ambar services its Mexican
market from its administrative office.

The Company has a large number of customers. No customer accounted
for 10% or more of total net sales during fiscal 1995, 1994, or the transition
quarter. One customer, Ford Motor Company, accounted for 13% of the total net
sales of the Company for fiscal 1993.

EXPORT SALES

U.S. export sales, as a percentage of total worldwide sales of the
Company, constituted approximately 3% of total sales in fiscal 1995, and 4% of
total sales in fiscal 1994, the transition quarter, and fiscal 1993.

RAW MATERIALS

In the United States, the Company's warp knit fabrics are constructed
primarily of synthetic yarns: acetate, nylon, polyester and lycra(R). In
fiscal 1995, the Company purchased approximately 80% of such yarns and
internally produced the balance of nylon and polyester yarns. The Company
purchases substantially all of its nylon yarn from three domestic fiber
producers and purchases substantially all of its polyester yarn from three
domestic fiber producers and one domestic texturizer. One domestic fiber
producer supplied substantially all of the acetate yarn. The Company also uses
cotton as well as synthetic yarns in its circular knit operations. In fiscal
1995, all such yarns were readily available and were purchased from numerous
sources.

Fabrics manufactured by Guilford Europe are made from nylon, acetate
and polyester synthetic yarns. The majority of its polyester yarn is purchased
from ten European suppliers, and the majority of its nylon and acetate yarn is
purchased from five European suppliers.

Fabrics manufactured by Grupo Ambar in Mexico are made from nylon,
lycra (R) and polyester synthetic yarn. The majority of its polyester yarn is
purchased from one Mexican, two Japanese and one American supplier. The
majority of its nylon and lycra(R) yarn is purchased from two Mexican
suppliers.

Except for certain specialty yarns, management believes that an
adequate supply of yarns is available to meet the Company's requirements. The
chemicals and dyes used in the dyeing and finishing processes are available in
large quantities from various suppliers.

ENVIRONMENTAL MATTERS

The production processes, particularly dyeing and finishing
operations, involve the use and discharge of certain chemicals and dyes into
the air and sewage disposal systems. The Company installs pollution control
devices as necessary to meet existing and anticipated national, state and local
pollution control regulations. The Company, including Guilford Europe and
Grupo Ambar, does not anticipate that compliance with national, state, local
and other provisions which have been enacted or adopted regulating the
discharge of materials into the environment, or otherwise relating to the
protection of the environment, will have a material adverse effect upon its
capital expenditures, earnings or competitive position.

Reference is made to Note 11 of the Consolidated Financial Statements
in the Annual Report, which note is incorporated herein by reference, for
information regarding certain other environmental matters.

COMPETITION

Historically, the textile industry has been both highly competitive
and cyclical in nature. The textile industry has also been characterized by
periods of strong demand, resulting in over-expansion of production facilities,
followed by periods of over-supply. For a number of years, the domestic U.S.
textile industry has been adversely affected by imports of garments comprised
of fabrics manufactured abroad. The principal methods of competition in the
textile industry are pricing, styling and design, customer service and quality.
The weight of each competitive factor varies with the product line involved.

In the United States, the Company's apparel business unit has three
major warp knit competitors and as many as 12 other smaller competitors. The
Company also competes with some apparel manufacturers that have warp knit
equipment to manufacture their own fabrics. Some of these companies are
divisions of large, well-capitalized companies while others are small
manufacturers. In circular knits, the Company has three major competitors and
numerous smaller competitors. The automotive business unit has four major
competitors and several

3
<PAGE> 4

smaller competitors. Guilford Europe competes with two warp knitters in the
United Kingdom and several in France. It also competes with many producers of
circular knit and woven fabrics. Grupo Ambar competes with six warp knitters
in Mexico.

EMPLOYEES

As of December 4, 1995, the Company employed 5,335 full-time employees
worldwide. Approximately 1,287 employees (including 463 in Guilford Europe and
457 in Mexico) are represented by collective bargaining agreements.

ITEM 2. PROPERTIES

The Company currently maintains a total of 12 manufacturing and
warehousing facilities in North Carolina (four of which are leased, including
one with an option to purchase, and one of which a portion is subleased to an
unrelated entity), one manufacturing facility in Georgia, two manufacturing
facilities in Pennsylvania and one warehousing facility in Virginia (leased).
The Company's foreign operations based in England include two manufacturing and
warehousing facilities, one in Alfreton in Derbyshire and one in Sudbury in
Suffolk, each owned by the Company, and those based in Mexico include one
manufacturing facility and two warehouses (leased) in Xalostoc, and five retail
stores, four of which are leased, in the Federal District. Management believes
the facilities and manufacturing equipment are in good condition, well
maintained, suitable and adequate for present production. Utilization of the
facilities fluctuates from time to time due to the seasonal nature of
operations and market conditions.

ITEM 3. LEGAL PROCEEDINGS

Reference is made to Note 11 of the Consolidated Financial Statements
in the Annual Report, which note is incorporated herein by reference, for
information regarding certain environmental matters.

On or about August 10, 1993, Skylon Corporation commenced an action in
the United States District Court for the Southern District of New York against
the Company and George Greenberg, the former president and a current director
of the Company. Plaintiff alleged that it was fraudulently induced into
entering into various agreements with the Company. Plaintiff sought an
aggregate of $31.75 million in compensatory and punitive damages. In the
fourth quarter of the 1994 fiscal year, the District Court in this action
granted the Company's summary judgment motion dismissing all of the plaintiff's
claims against the Company. The court denied such motion with respect to Mr.
Greenberg, but Mr. Greenberg has moved to reargue such motion. As a matter of
law, in appropriate circumstances, the Company has an obligation to indemnify
Mr. Greenberg as to any liability he may have in this matter.

On October 12, 1995, the court denied Mr. Greenberg's motion to
reargue, but granted permission for certification for interlocutory appeal to
the Second Circuit Court of Appeals on a narrow issue which, if decided in Mr.
Greenberg's favor, would be dispositive of the case. On October 23, 1995, Mr.
Greenberg petitioned the Second Circuit for permission to appeal. The matter
is currently under consideration.

Except as indicated above, the Company is not a party to any material
pending legal proceedings, other than ordinary routine litigation incidental to
its business. Although the final outcome of these legal matters cannot be
determined, based on the facts presently known, it is management's opinion that
the final resolution of these matters will not have a material adverse effect
on the Company's financial position or future results of operations.

ITEM 4A. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the
Company's fourth quarter.

4
<PAGE> 5

ITEM 4B. EXECUTIVE OFFICERS OF THE REGISTRANT (AS OF DECEMBER 4, 1995)

<TABLE>
<CAPTION>
Name Age Office or Business Experience
- ---- --- -----------------------------
<S> <C> <C>
Charles A. Hayes 60 Chairman of the Board and Chief Executive Officer (since 1976); President and
Chief Operating Officer (from 1991 to 1995); formerly President (from 1968 to
1976) and Executive Vice President (from 1961 to 1968).

John A. Emrich 51 Elected to Board of Directors in 1995; President and Chief Operating Officer
(since 1995); formerly Senior Vice President and President/Automotive Business
Unit (from 1993 to 1995); formerly Vice President/Planning and Vice
President/Operations for the Apparel and Home Fashions Business Unit (from 1991
to 1993); Director of Operations with FAB Industries, Inc. (from 1990 to 1991)
and holder of various executive positions with the Company (from 1985 to 1990).

Terrence E. Geremski 48 Member of the Board of Directors (since 1993); Vice President, Chief Financial
Officer and Treasurer (since 1992); formerly Vice President and Controller with
Varity Corporation (from 1989 to 1991) and Vice President, Chief Financial
Officer, Treasurer and holder of other executive positions with Dayton Walther
Corp. (from 1979 to 1989).

Alfred A. Greenblatt 46 Senior Vice President (since 1989) and President/Apparel and Home Fashions
Business Unit (since 1991); formerly President/Fashion Apparel Fabrics Business
Unit (from 1989 to 1991) and holder of various executive positions (from 1984
to 1989).

John N. Goldsworthy 47 Vice President (since 1991) and Chief Executive Officer of Guilford Europe
(from 1990 to 1995); formerly Financial Director of Guilford Europe (from 1981
to 1990).

William R. Houser 52 Vice President/Human Resources (since 1994); formerly Vice President/Human
Resources of Baxter Diagnostics (from 1991 to 1994) and holder of other
executive positions with Baxter Healthcare, Inc. (from 1977 to 1991).

Phillip D. McCartney 53 Vice President/Technical Operations (since 1989); formerly holder of various
executive positions with FAB Industries, Inc. (from 1984 to 1989).

Byron McCutchen 48 Senior Vice President and President/Fibers Business Unit (since 1995);
formaly Senior Vice President for the Fibers Business Unit (from 1994 to 1995);
formally Worldwide Business Manager-Dacron(R) Filament-E.I. Dupont Co. (from
1991-1994);Specialty Business Manager- Dacron(R)-E.I. Dupont Co.(from 1990-
1991
</TABLE>

No family relationships exist between any executive officers of the Company.

5
<PAGE> 6

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Reference is made to the information set forth on page 21 in the
section entitled "Common Stock Market Prices and Dividends" in the Annual
Report, filed as Exhibit 13 to this report, which page is incorporated herein
by reference.

ITEM 6. SELECTED FINANCIAL DATA

Reference is made to the information set forth on page 13 in the
section entitled "Selected Financial Data" in the Annual Report, which page is
incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Reference is made to the information set forth on pages 14 through 20
in the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Annual Report, which pages are
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to information set forth on pages 22 through 34 of
the Annual Report, which pages are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information to be included under the captions "Directors and
Nominees" and "Additional Information" contained in the section entitled
"ELECTION OF DIRECTORS" in the Company's definitive proxy statement, which will
be filed with the Commission on or about December 29, 1995 pursuant to
Regulation 14A under the Securities Exchange Act of 1934 (the "Proxy
Statement"), is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information to be included in the section "EXECUTIVE COMPENSATION"
in the Proxy Statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information to be included in the section "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the Proxy Statement is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information to be included in the section "CERTAIN TRANSACTIONS"
in the Proxy Statement is incorporated herein by reference.

6
<PAGE> 7

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A) DOCUMENTS FILED AS A PART OF THIS REPORT:

1. FINANCIAL STATEMENTS (reference is made to pages 22 through 34
of the Annual Report, which pages are incorporated herein by
reference):

Consolidated Balance Sheets as of October 1, 1995, October 2,
1994, and September 26, 1993

Consolidated Statements of Income for the Years Ended October
1, 1995 and October 2, 1994, the Transition Quarter from June
28, 1993 to September 26, 1993, and the Year Ended June 27,
1993

Consolidated Statements of Stockholders' Investment for the
Years Ended October 1, 1995 and October 2, 1994, the
Transition Quarter from June 28, 1993 to September 26, 1993,
and the Year Ended June 27, 1993

Consolidated Statements of Cash Flows for the Years Ended
October 1, 1995 and October 2, 1994, the Transition Quarter
from June 28, 1993 to September 26, 1993, and the Year Ended
June 27, 1993

Notes to Consolidated Financial Statements

Statement of Management's Responsibility

Report of Independent Public Accountants

2. FINANCIAL STATEMENT SCHEDULE:

Schedule II - Analysis of Valuation and Qualifying Accounts
for the Years Ended October 1, 1995 and October 2, 1994, the
Transition Quarter from June 28, 1993 to September 26, 1993,
and the Year Ended June 27, 1993

3. EXHIBITS:

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<S> <C>
(3) (a) Restated Certificate of Incorporation of the Company, as amended through January 14, 1988 (incorporated
by reference to Exhibit 3 (a) (1) to the Company's Annual Report on Form 10-K for the fiscal year ended
July 3, 1988 (the "1988 Annual Report")).

(3) (b) By-Laws of the Company, as amended through August 19, 1993 (incorporated by reference to Exhibit (3)
(b) to the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 1993 (the "1993
Annual Report")).

(4) (a) Promissory Note, dated September 4, 1986, issued by the Company to The Chase Manhattan Bank (National
Association) (incorporated by reference to Exhibit 4(i) to the Company's Annual Report on Form 10-K for
the fiscal year ended June 29, 1986 (the "1986 Annual Report").

(4) (b) Indenture, dated as of March 15, 1987, between the Company and First Union National Bank of North
Carolina, as Trustee (incorporated by reference to Exhibit 4(a) to the Company's Registration Statement
on Form S-3 (Registration No. 33-12612) filed with the SEC on March 13, 1987).

(4) (c) The Note Agreement, dated January 29, 1993, by and among the Company and the purchasers named in the
purchasers' schedule attached thereto (incorporated by reference to Exhibit 4 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 1992).
</TABLE>

7
<PAGE> 8

<TABLE>
<S> <C>
(4) (d) Rights Agreement dated as of August 23, 1990 between the Company and The First National Bank of Boston,
as Rights Agent (incorporated by reference to Exhibit 1 to the Company's Current Report on Form 8-K
filed with the SEC on September 7, 1990).

(4) (e) Appointment of Successor Rights Agent, dated January 28, 1994, between the Company and Wachovia Bank of
North Carolina, N.A.

(4) (f) The Company has an additional long-term debt instrument which, pursuant to Item 601 (b)(4)(iii) of
Regulation S-K, will be furnished to the Securities and Exchange Commission upon request.

(10) (a)* Guilford Mills, Inc. Non-Qualified Profit Sharing Plan for Certain of its Executive Officers and Key
Employees, effective July 1, 1989 (incorporated by reference to Exhibit 10 (a) (7) to the Company's
Annual Report on Form 10-K for the fiscal year ended July 1, 1990 (the "1990 Annual Report")).

(10) (b)* Amended and Restated Incentive Stock Option Plan-1981 (incorporated by reference to Exhibit (10) (d) to
the Company's Annual Report on Form 10-K for the fiscal year ended June 28, 1987 (the "1987 Annual
Report")).

(10) (c)* Guilford Mills, Inc. 1991 Stock Option Plan (incorporated by reference to Exhibit 28 (a) to the
Company's Registration statement on Form S-8 (Registration No. 33-47109) filed with the SEC on April
10, 1992 (the "Form S-8")).

(10) (d)* Form of Stock Option Contract for key employees in the 1991 Stock Option Plan (relating to incentive
stock options) (incorporated by reference to Exhibit 28 (b) to the Form S-8).

(10) (e)* Form of Stock Option Contract for Director participants in the 1991 Stock Option Plan (incorporated by
reference to Exhibit 28 (d) to the Form S-8).

(10) (f)* Guilford Mills, Inc. 1989 Restricted Stock Plan (incorporated by reference to Exhibit 10 (b) (2) to the
1990 Annual Report).

(10) (g)* Amendment to 1989 Restricted Stock Plan (incorporated by reference to Exhibit (10) (g) to the 1994
Annual Report).

(10) (h)* Form of Restricted Stock Agreement between the Company and certain of its officers and key employees
pursuant to the 1989 Restricted Stock Plan (incorporated by reference to Exhibit 10 (j) to the
Company's Annual Report on Form 10-K for the fiscal year ended June 28, 1992 (the "1992 Annual
Report")).

(10) (i)* Form of Amendment to Restricted Stock Agreement between the Company and certain of its officers and key
employees pursuant to the 1989 Restricted Stock Plan (incorporated by reference to Exhibit (10) (k) to
the 1992 Annual Report).

(10) (j)* Form of Second Amendment to Restricted Stock Agreement between the Company and certain of its officers
and key employees pursuant to the 1989 Restricted Stock Plan (incorporated by reference to Exhibit (10)
(j) to the 1994 Annual Report).

(10) (k)* Form of Third Amendment to Restricted Stock Agreement between the Company and certain of its officers
and key employees pursuant to the 1989 Restricted Stock Plan (incorporated by reference to Exhibit (10)
(k) to the 1994 Annual Report).

(10) (l)* Form of Fourth Amendment to Restricted Stock Agreement between the Company and certain of its officers
and key employees pursuant to the 1989 Restricted Stock Plan (incorporated by reference to Exhibit (10)
(l) to the 1994 Annual Report).

(10) (m)* Amended and Restated Phantom Stock Agreement between the Company and Charles A. Hayes dated September
21, 1994 (incorporated by reference to Exhibit (10) (m) to the 1994 Annual Report).

(10) (n)* Form of Executive Retirement and Death Benefit Agreements between the Company and certain of its
executive officers and key employees (incorporated by reference to Exhibit 10 (d) (1) to the 1990
Annual Report).
</TABLE>

8
<PAGE> 9

<TABLE>
<S> <C>
(10) (o)* Form of Pension and Death Benefit Agreement between the Company and certain of its executive officers
and key employees (incorporated by reference to Exhibit 10 (d) (2) to the 1990 Annual Report).

(10) (p)* Form of Deferred Compensation Agreement between the Company and certain of its officers and key
employees (incorporated by reference to Exhibit 10 (d) (3) to the 1990 Annual Report).

(10) (q)* Guilford Mills, Inc. Senior Managers' Life Insurance Plan and related Plan Agreement (incorporated by
reference to Exhibit (10) (r) to the 1992 Annual Report).

(10) (r)* Guilford Mills, Inc. Senior Managers' Pre-Retirement Life Insurance Agreement (incorporated by
reference to Exhibit (10) (s) to the 1992 Annual Report).

(10) (s)* Guilford Mills, Inc. Senior Managers' Supplemental Retirement Plan and related Plan Agreement
(incorporated by reference to Exhibit (10) (t) to the 1992 Annual Report).

(10) (t)* Form of Severance Agreement between the Company and certain of its officers and employees (incorporated
by reference to Exhibit (10) (u) to the 1992 Annual Report).

(10) (u)* Form of Amendment to Severance Agreement between the Company and certain of its officers and employees
(incorporated by reference to Exhibit (10) (v) to the 1994 Annual Report).

(10) (v)* Form of Second Amendment to Severance Agreement between the Company and certain of its officers and
employees (incorporated by reference to Exhibit (10) (w) to the 1994 Annual Report).

(10) (w) Stockholders' Agreement, dated as of April 30, 1991 by and among the Company, Maurice Fishman and
Charles A. Hayes (incorporated by reference to Exhibit (10) (e) to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1991).

(10) (x) Amendment, dated June 29, 1994, to Stockholders' Agreement, dated as of April 30, 1991, by and among
the Company, Maurice Fishman and Charles A. Hayes (incorporated by reference to Exhibit (10) (y) to the
1994 Annual Report).

10 (y) Second Amendment dated January 1, 1995, to Stockholders' Agreement, dated as of April 30, 1991, by and
among the Company, Maurice Fishman and Charles A. Hayes

10 (z) Third Amendment dated June 22, 1995, to Stockholders' Agreement, dated as of April 30, 1991, by and
among the Company, Maurice Fishman and Charles A. Hayes

10 (a)(a) Stockholders' Agreement, dated as of June 22, 1990, by and among the Company, Charles A. Hayes, George
Greenberg and Maurice Fishman (incorporated by reference to Exhibit 10 (f) to the 1990 Annual Report).

10 (b)(b) Amendment dated January 1, 1995, to Stockholders' Agreement, dated as of June 22, 1990, by and among
the Company, Charles A. Hayes, George Greenberg and Maurice Fishman.

10 (c)(c) Second Amendment dated June 22, 1995, to Stockholders' Agreement, dated as of June 22, 1990, by and
among the Company, Charles A. Hayes, George Greenberg and Maurice Fishman.

(10) (d) (d)* Short Term Incentive Compensation Plan for Key Managers (incorporated by reference to Exhibit (10) (x)
to the 1992 Annual Report).

(10) (e) (e)* Management Compensation Trust Agreement between the Company and North Carolina Trust Company dated July
1, 1991 (incorporated by reference to Exhibit (10) (y) to the 1992 Annual Report).

(10) (f) (f)* Amendment to the Management Compensation Trust Agreement between the Company and North Carolina Trust
Company dated April 1, 1992 (incorporated by reference to Exhibit (10) (z) to the 1992 Annual Report).

(10) (g) (g)* Second Amendment to the Management Compensation Trust Agreement between the Company and North Carolina
Trust Company dated July 1, 1992 (incorporated by reference to Exhibit (10) (a) (a) to the 1992 Annual
Report).
</TABLE>

9
<PAGE> 10

<TABLE>
<S> <C>
(10) (h) (h) Credit Agreement dated as of May 14, 1993 between the Company and Wachovia Bank of North Carolina, N.A.
(incorporated by reference to Exhibit (10) (y) to the 1993 Annual Report).

10 (i)(i) Revolving Credit Facility by and between the Company, as borrower, Gold Mills, Inc. as Guarantor, and
the banks listed therein.

(13) Annual Report to Stockholders of the Company for the fiscal year ended October 1, 1995 (only those
portions of such report incorporated by reference to the Annual Report on Form 10-K are filed
herewith).

(21) Subsidiaries of the Registrant.

(23) Consent of Independent Public Accountants.

(27) Financial Data Schedule (for SEC use only)

*Items denoted with an asterisk represent management contracts or compensatory plans or arrangements.

(B) REPORTS ON FORM 8-K

Not Applicable.
</TABLE>

10
<PAGE> 11

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

GUILFORD MILLS, INC.

By: /s/ Terrence E. Geremski
------------------------
Terrence E. Geremski
Vice President, Chief Financial
Officer and Treasurer
Dated: December 29, 1995

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman of the Board of Directors
and Chief Executive Officer (Principal December 29, 1995
/s/ Charles A. Hayes Executive Officer)
--------------------------------------
Charles A. Hayes

/s/ Maurice Fishman Vice Chairman of the Board of Directors December 29, 1995
--------------------------------------
Maurice Fishman

/s/ George Greenberg Vice Chairman of the Board of Directors December 29, 1995
--------------------------------------
George Greenberg

Director; Vice President, Chief Financial
Officer and Treasurer (Principal December 29, 1995
/s/ Terrence E. Geremski Financial and Accounting Officer)
--------------------------------------
Terrence E. Geremski

Director; President and Chief Operating
/s/ John A. Emrich Officer December 29, 1995
--------------------------------------
John A. Emrich

/s/ Jacobo Zaidenweber Director December 29, 1995
--------------------------------------
Jacobo Zaidenweber

/s/ Tomokazu Adachi Director December 29, 1995
--------------------------------------
Tomokazu Adachi

/s/ Donald B. Dixon Director December 29, 1995
--------------------------------------
Donald B. Dixon

/s/ Stephen C. Hassenfelt Director December 29, 1995
--------------------------------------
Stephen C. Hassenfelt
</TABLE>

11
<PAGE> 12

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Sherry R. Jacobs Director December 29, 1995
--------------------------------------
Sherry R. Jacobs

/s/ Stig A. Kry Director December 29, 1995
--------------------------------------
Stig A. Kry

/s/ Paul G. Gillease Director December 29, 1995
--------------------------------------
Paul G. Gillease
</TABLE>

12
<PAGE> 13

INDEX TO FORM 10-K SCHEDULE

<TABLE>
<S> <C>
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . F-1

Schedule II - Analysis of Valuation and Qualifying Accounts for the Years
Ended October 1, 1995 and October 2, 1994, the Transition Quarter from June 28, 1993 to
September 26, 1993, and the Year Ended June 27, 1993. . . . . . . . . . . . . . . . . . . . F-2
</TABLE>

13
<PAGE> 14

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of Guilford Mills, Inc.:

We have audited in accordance with generally accepted auditing
standards, the financial statements included in the Guilford Mills, Inc. Annual
Report to the Stockholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated November 15, 1995. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule on page F-2 is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Greensboro, North Carolina,
November 15, 1995.

F-1
<PAGE> 15

GUILFORD MILLS, INC.

SCHEDULE II
ANALYSIS OF VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended October 1, 1995 and October 2, 1994, the Transition Quarter
from June 28, 1993 to September 26,
1993, and the Year Ended June 27, 1993
(In Thousands)

<TABLE>
<CAPTION>
Additions
Balance Charged to Balance
Beginning Cost and End of
of Period Expenses Deductions Other Period
---------- -------- ---------- ----- ------
(1) (2)
<S> <C> <C> <C> <C> <C>
For the Year Ended June 27, 1993:
Reserve deducted from assets
to which it applies -
Allowance for doubtful
accounts . . . . . . . . . . . . . . $5,764 $2,994 $ (21) $(159) $8,578
====== ====== ======= ===== ======

For the Transition Quarter Ended
September 26, 1993:
Reserve deducted from assets
to which it applies -
Allowance for doubtful
accounts . . . . . . . . . . . . . . $8,578 $ -- $ (1) $(171) $8,748
====== ====== ======= ===== ======

For the Year Ended October 2, 1994:
Reserve deducted from assets
to which it applies -
Allowance for doubtful
accounts . . . . . . . . . . . . . . $8,748 $1,334 $(1,719) $ 182 $8,545
====== ====== ======= ===== ======

For the Year Ended October 1, 1995:
Reserve deducted from assets
to which it applies -
Allowance for doubtful
accounts . . . . . . . . . . . . . . $8,545 $3,186 $(2,645) $(219) $8,867
====== ====== ======= ===== ======
</TABLE>

(1) Deductions are for the purpose for which the reserve was created.

(2) Other amounts represent the effect of exchange rate fluctuations.

(3) See Notes to Consolidated Financial Statements.

F-2
<PAGE> 16

Exhibit Index

(4) (e) Appointment of Successor Rights Agent, dated January 28,
1994, between the Company and Wachovia Bank of North
Carolina, N.A.

10 (y) Second Amendment dated January 1, 1995, to Stockholders'
Agreement, dated as of April 30, 1991, by and among the
Company, Maurice Fishman and Charles A. Hayes

10 (z) Third Amendment dated June 22, 1995, to Stockholders'
Agreement, dated as of April 30, 1991, by and among the
Company, Maurice Fishman and Charles A. Hayes

10 (b)(b) Amendment dated January 1, 1995, to Stockholders'
Agreement, dated as of June 22, 1990, by and among the
Company, Charles A. Hayes, George Greenberg and Maurice
Fishman.

10 (c)(c) Second Amendment dated June 22, 1995, to Stockholders'
Agreement, dated as of June 22, 1990, by and among the
Company, Charles A. Hayes, George Greenberg and Maurice
Fishman.

10 (i)(i) Revolving Credit Facility by and between the Company, as
borrower, Gold Mills, Inc. as Guarantor, and the banks
listed therein.

(13) Annual Report to Stockholders of the Company for the
fiscal year ended October 1, 1995 (only those portions of
such report incorporated by reference to the Annual Report
on Form 10-K are filed herewith).

(21) Subsidiaries of the Registrant.

(23) Consent of Independent Public Accountants.

(27) Financial Data Schedule (for SEC use only)

<PAGE> 1
Exhibit (4)(e)

APPOINTMENT OF SUCCESSOR RIGHTS AGENT

THIS AGREEMENT is entered into this 28th day of January, 1994, by and
between GUILFORD MILLS, INC., a Delaware corporation (the "Company"), and
WACHOVIA BANK OF NORTH CAROLINA, N.A., a national banking association
("Wachovia").

WITNESSETH:

WHEREAS, the Company has entered into a Rights Agreement, dated August 23,
1990 (the Rights Agreement"), with The First National Bank of Boston, as rights
agent ("Bank of Boston"); and

WHEREAS, the Company has removed, pursuant to Section 21 of the Rights
Agreement, Bank of Boston as rights agent effective January 28, 1994 (the
"Effective Date" ) and the Company desires to appoint Wachovia as successor
rights agent.

NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

1. As of the Effective Date, the Company appoints Wachovia as Rights
Agent, as such term is defined in the Rights Agreement, to succeed Bank of
Boston as Rights Agent and to act as Rights Agent for the Company and the
holders of the Rights, as such term is defined in the Rights Agreement, in
accordance with the terms and conditions of the Rights Agreement, and Wachovia
accepts such appointment.

2. From and after the Effective Date, (i) the term "Rights Agent" as
used in the Rights Agreement shall mean Wachovia and (ii) the address, set
forth in Section 25 of the Rights Agreement, to which notices to the Rights
Agent are to be sent is:

Wachovia Bank of North Carolina, N.A.
Post Office Box 3001
Winston-Salem, North Carolina 27102-3001
Attention: Corporate Trust Department

3. From and after the Effective Date, Section 1(e) of the Rights
Agreement is deleted and the following provision is substituted in its place:

"Business Day" shall men any day other than a Saturday, Sunday or
a day on which banking institutions in the States of North Carolina or New
York are authorized or obligated by law or executive order to close.

4. Except as indicated herein, the Rights Agreement remains
unmodified and in full force and effect.
<PAGE> 2

IN WITNESS WHEROF, the parties hereto have executed this Agreement as of
the day and year first above written.

GUILFORD MILLS, INC.

By:
------------------------------
Name: Charles A. Lorelli
------------------------------
[CORPORATE SEAL] Title: Vice President, General
------------------------------
Counsel and Secretary

WACHOVIA BANK OF NORTH CAROLINA, N.A.

By:
------------------------------
Name: Robert W. Seifert
------------------------------
[CORPORATE SEAL] Title: Vice President
------------------------------

<PAGE> 1
Exhibit 10(y)

SECOND AMENDMENT TO STOCKHOLDERS' AGREEMENT

THIS SECOND AMENDMENT TO STOCKHOLDERS' AGREEMENT is entered into this
1st day of January, 1995, by and among Charles A. Hayes, ("Hayes"), Maurice
Fishman ("Fishman") (Messrs. Hayes, Fishman being collectively hereinafter
referred to as the "Stockholders"), and Guilford Mills, Inc., a Delaware
Corporation (the "Company".)

WITNESSETH:

WHEREAS, the Stockholders and the Company entered into a Stockholders'
Agreement, dated April 30, 1991, as amended, pursuant to which the Company is
required to purchase, upon the death of either Hayes or Fishman, such number of
shares of his Company common stock as equals $5,000,000 and $4,000,000,
respectively (the "1991 Stockholders' Agreement"); and

WHEREAS, the Stockholders and the Company believe that it is desirable
to amend the 1991 Stockholders' Agreement in order to clarify that such
agreement applies to all shares of Company common stock beneficially owned by
any Stockholder.

NOW, THEREFORE, in consideration of the covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and parties hereto agree as
follows:

1. The following sub[paragraph is added to the 1991 Stockholders'
Agreement immediately following paragraph 11:

12. Beneficial Ownership. For purposes of this
Agreement, a person shall be deemed to own shares of
Common Stock if he beneficially owns such stock
within the meaning of Rule 13-d3, promulgated under
the Securities Exchange Act of 1934, as amended,

2. Except as otherwise expressly set forth above, the 1991
Stockholders' Agreement remains unmodified and in full force
and effect.

[Signatures appear on the following page]
<PAGE> 2

IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above mentioned.

STOCKHOLDERS:

_____________________________________
Charles A. Hayes

_____________________________________
Maurice Fishman

GUILFORD MILLS, INC.

By:__________________________________
Terrence E. Geremski
Vice President, Chief Financial
Officer and Treasurer

<PAGE> 1

Exhibit 10(z)

THIRD AMENDMENT TO STOCKHOLDERS' AGREEMENT

THIS THIRD AMENDMENT TO STOCKHOLDERS' AGREEMENT is entered into this
22nd day of June, 1995, by and among CHARLES A. HAYES ("Hayes"), MAURICE
FISHMAN ("Fishman") (Hayes and Fishman being collectively hereinafter referred
to as the "Stockholders'), and GUILFORD MILLS, INC., a Delaware corporation
(the "Company").

WITNESSETH:

WHEREAS, the Stockholders and the Company believe that it is desirable
to amend the 1991 Stockholders' Agreement as more fully set forth below.

1. Section 7(c) of the 1991 Stockholders' Agreement is hereby
deleted in its entirety and the following section is inserted in its place:

2. Except as other wise expressly set forth above, the 1991
Stockholders' Agreement remains unmodified and in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Third Amendment as
of the day and year first above written.

GUILFORD MILLS, INC. STOCKHOLDERS:

By: _________________________________ ________________________________
Terrence E. Geremski Charles A. Hayes
Vice President, Chief Financial
Officer and Treasurer
________________________________
Maurice Fishman

<PAGE> 1
Exhibit 10(b)(b)

AMENDMENT TO STOCKHOLDERS' AGREEMENT

THIS AMENDMENT TO STOCKHOLDERS' AGREEMENT is entered into this 1st day
of January, 1995, by and among Charles A. Hayes, George Greenberg, Maurice
Fishman (Messrs. Hayes, Greenberg, Fishman being collectively hereinafter
referred to as the "Stockholders"), and Guilford Mills, Inc., a Delaware
Corporation (the "Company".)

WITNESSETH:

WHEREAS, the Stockholders and the Company entered into a Stockholders'
Agreement, dated June 22, 1990, pursuant to which the Company has a right of
first refusal in the event any Stockholder transfers (other than by gift) his
shares of Company common stock (the "1990 Stockholders' Agreement"); and

WHEREAS, the Stockholders and the Company believe that it is desirable
to amend the 1990 Stockholders' Agreement in order to clarify that such
agreement applies to all shares of Company common stock beneficially owned by
any Stockholder.

1. The following paragraph is added to paragraph 2 the 199
Stockholders' Agreement immediately following sub-paragraph
2(e):

(f) For purpose of this Agreement, a person shall
be deemed o own shares Company common stock if he
beneficially owns such stock within the meaning of
Rule 13d-3, promulgated under the Securities Exchange
Act of 1934, as amended.

2. Except as otherwise expressly set forth above, the 1990
Stockholders' Agreement remains unmodified and in full force
and effect.

[Signatures appear on the following page]
<PAGE> 2

IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above mentioned.

STOCKHOLDERS:

___________________________________
Charles A. Hayes

___________________________________
George Greenberg

___________________________________
Maurice Fishman

GUILFORD MILLS, INC.

By:_____________________________
Terrence E. Geremski
Vice President, Chief Financial
Officer and Treasurer

<PAGE> 1
Exhibit 10(c)(c)

SECOND AMENDMENT TO STOCKHOLDERS' AGREEMENT

THIS SECOND AMENDMENT TO STOCKHOLDERS' AGREEMENT is entered into this
22nd day of June, 1995, by and among CHARLES A. HAYES, MAURICE FISHMAN, GEORGE
GREENBERG (Messrs. Hayes, Fishman and Greenberg being collectively hereinafter
referred to as the "Stockholders'), and GUILFORD MILLS, INC., a Delaware
corporation (the "Company").

WITNESSETH:

WHEREAS, the Stockholders and the Company entered into a Stockholders'
Agreement, dated June 22, 1990, as amended, pursuant to which the Company has a
right of first refusal in the event any Stockholder transfers (other than by
gift) his shares of Company common stock (the "1990 Stockholders' Agreement);
and

WHEREAS, the Stockholders and the Company believe that it is desirable
to amend the 1990 Stockholders' Agreement as more fully set forth below.

1. Section 1(d) of the 1990 Stockholders' Agreement is hereby
deleted in its entirety and the following section is inserted in its place:

(d) upon June 27, 1997.

2. Except as other wise expressly set forth above, the 1990
Stockholders' Agreement remains unmodified and in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Second Amendment as
of the day and year first above written.

GUILFORD MILLS, INC. STOCKHOLDERS:

By:__________________________________ _______________________________
Terrence E. Geremski Charles A. Hayes
Vice President, Chief Financial
Officer and Treasurer
_______________________________
Maurice Fishman

_______________________________
George Greenberg

<PAGE> 1

Exhibit 10(i)(i)

$150,000,000

CREDIT AGREEMENT

dated as of

September 26, 1995

among

GUILFORD MILLS, INC.

The Banks Listed Herein

and

WACHOVIA BANK OF GEORGIA, N.A.,
as Agent
<PAGE> 2

TABLE OF CONTENTS

CREDIT AGREEMENT

<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE I

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1.02. Accounting Terms and Determinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

SECTION 1.03. References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 1.04. Use of Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 1.05. Terminology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE II

THE CREDITS . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 2.01. Commitments to Lend Syndicated Loans; Swing Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 2.02. Method of Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

SECTION 2.03. Money Market Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

SECTION 2.04. Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 2.05. Maturity of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 2.06. Interest Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 2.07. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 2.08. Optional Termination or Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

SECTION 2.09. Mandatory Reduction and Termination of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . 32

SECTION 2.10. Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

SECTION 2.11. Mandatory Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

</TABLE>

(i)
<PAGE> 3

<TABLE>
<S> <C>
SECTION 2.12. General Provisions as to Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

SECTION 2.13. Computation of Interest and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE III

CONDITIONS TO BORROWINGS . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 3.01. Conditions to First Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 3.02. Conditions to All Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE IV

REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . 40

SECTION 4.01. Corporate Existence and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 4.02. Corporate and Governmental Authorization; No Contravention . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 4.03. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 4.04. Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 4.05. No Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 4.06. Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 4.07. Compliance with Laws; Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 4.08. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 4.09. Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 4.10. Public Utility Holding Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 4.11. Ownership of Property; Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 4.12. No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 4.13. Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 4.14. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 4.15. Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 4.16. Margin Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 4.17. Insolvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

</TABLE>

(ii)
<PAGE> 4

<TABLE>
<S> <C>
SECTION 4.18. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE V

COVENANTS
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

SECTION 5.01. Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

SECTION 5.02. Inspection of Property, Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 5.03. Maintenance of Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 5.04. Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 5.05. Consolidations, Mergers and Sales of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 5.06. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

SECTION 5.07. Compliance with Laws; Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

SECTION 5.08. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SECTION 5.09. Change in Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SECTION 5.10. Maintenance of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SECTION 5.11. Environmental Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SECTION 5.12. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SECTION 5.13. Environmental Release . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SECTION 5.14. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 5.15. Loans or Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 5.16. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 5.17. Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

SECTION 5.18. Debt/Capital Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 5.19. Debt/Cash Flow Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 5.20. Significant Domestic Subsidiaries to Become Guarantors; Release of Guarantors to be Sold . . . . . . . 53

SECTION 5.21 Debt of Significant Foreign Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

</TABLE>

(iii)
<PAGE> 5

<TABLE>
<S> <C>
ARTICLE VI

DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . 54

SECTION 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

SECTION 6.02. Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE VII

THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . 58

SECTION 7.01. Appointment; Powers and Immunities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

SECTION 7.02. Reliance by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

SECTION 7.03. Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

SECTION 7.04. Rights of Agent as a Bank and its Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

SECTION 7.05. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

SECTION 7.06 CONSEQUENTIAL DAMAGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

SECTION 7.07. Payee of Note Treated as Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

SECTION 7.08. Nonreliance on Agent and Other Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

SECTION 7.09. Failure to Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

SECTION 7.09. Resignation or Removal of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

ARTICLE VIII

CHANGE IN CIRCUMSTANCES; COMPENSATION . . . . . . . . . . . . . . . . . . 62

SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair . . . . . . . . . . . . . . . . . . . . . . . 62

SECTION 8.02. Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

SECTION 8.03. Increased Cost and Reduced Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

SECTION 8.04. Base Rate Loans or Other Fixed Rate Loans Substituted for Affected Fixed Rate Loans . . . . . . . . . . 65

SECTION 8.05. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

SECTION 8.06. Failure to Pay in Foreign Currency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

</TABLE>

(iv)
<PAGE> 6

<TABLE>
<S> <C>
SECTION 8.07. Judgment Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

ARTICLE IX

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 67

SECTION 9.01. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

SECTION 9.02. No Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

SECTION 9.03. Expenses; Documentary Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

SECTION 9.04. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

SECTION 9.05 Setoff; Sharing of Setoffs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

SECTION 9.06. Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

SECTION 9.07. No Margin Stock Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

SECTION 9.08. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

SECTION 9.09. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

SECTION 9.10. Representation by Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

SECTION 9.11. Obligations Several . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

SECTION 9.12. North Carolina Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

SECTION 9.13. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

SECTION 9.14. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

SECTION 9.15. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

SECTION 9.16. Waiver of Jury Trial; Consent to Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

SECTION 9.17. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

SECTION 9.18. Source of Funds -- ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

</TABLE>

(v)
<PAGE> 7

EXHIBIT A-1 Form of Syndicated Dollar Loan Note

EXHIBIT A-2 Form of Syndicated Foreign Currency Loan Note

EXHIBIT A-3 Form of Money Market Loan Note

EXHIBIT A-4 Form of Swing Loan Note

EXHIBIT B-1 Form of Opinion of Weil, Gotshal & Manges

EXHIBIT B-2 Form of Opinion of Robert A. Emken, Jr.

EXHIBIT C Form of Opinion of Special Counsel for the Agent

EXHIBIT D Form of Assignment and Acceptance

EXHIBIT E Form of Notice of Borrowing

EXHIBIT F Form of Compliance Certificate

EXHIBIT G Form of Closing Certificate

EXHIBIT H Form of Officer's Certificate

EXHIBIT I Form of Money Market Quote Request

EXHIBIT J Form of Money Market Quote

EXHIBIT K Form of Subsidiary Guaranty

EXHIBIT L Form of Contribution Agreement

Schedule 4.08 Subsidiaries

Schedule 4.14 Environmental Matters

(vi)
<PAGE> 8

CREDIT AGREEMENT

AGREEMENT dated as of September 26, 1995, among GUILFORD
MILLS, INC., the BANKS listed on the signature pages hereof and WACHOVIA BANK
OF GEORGIA, N.A., as Agent.

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions. The terms as defined in this
Section 1.01 shall, for all purposes of this Agreement and any amendment hereto
(except as herein otherwise expressly provided or unless the context otherwise
requires), have the meanings set forth herein:

"Adjusted IBOR Rate" has the meaning set forth in Section
2.06(e).

"Adjusted London Interbank Offered Rate" has the meaning set
forth in Section 2.06(c).

"Affiliate" of any relevant Person means (i) any Person that
directly, or indirectly through one or more intermediaries, controls the
relevant Person (a "Controlling Person"), (ii) any Person (other than the
relevant Person or a Subsidiary of the relevant Person) which is controlled by
or is under common control with a Controlling Person, or (iii) any Person
(other than a Subsidiary of the relevant Person) of which the relevant Person
owns, directly or indirectly, 20% or more of the common stock or equivalent
equity interests. As used herein, the term "control" means possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

"Agent" means Wachovia Bank of Georgia, N.A., a national
banking association organized under the laws of the United States of America,
in its capacity as agent for the Banks hereunder, and its successors and
permitted assigns in such capacity.

"Agent's Letter Agreement" means that certain letter
agreement, dated as of August 1, 1995, between the Borrower and the Agent
relating to the structure of the Loans, and certain
<PAGE> 9

fees from time to time payable by the Borrower to the Agent, together with all
amendments and supplements thereto.

"Agreement" means this Credit Agreement, together with all
amendments and supplements hereto.

"Applicable Margin" has the meaning set forth in Section
2.06(a).

"Assignee" has the meaning set forth in Section 9.08(c).

"Assignment and Acceptance" means an Assignment and Acceptance
executed in accordance with Section 9.08(c) in the form attached hereto as
Exhibit D.

"Authority" has the meaning set forth in Section 8.02.

"Bank" means each bank listed on the signature pages hereof as
having a Commitment, and its successors and assigns.

"Base Rate" means for any Base Rate Loan for any day, the rate
per annum equal to the higher as of such day of (i) the Prime Rate, and (ii)
one-half of one percent above the Federal Funds Rate. For purposes of
determining the Base Rate or the Federal Funds Rate for any day, changes in the
Prime Rate shall be effective on the date of each such change.

"Base Rate Loan" means a Loan which bears or is to bear
interest at a rate based upon the Base Rate, and is to be made as a Base Rate
Loan pursuant to the applicable Notice of Borrowing, Section 2.02(f), or
Article VIII, as applicable.

"Borrower" means Guilford Mills, Inc., a Delaware corporation,
and its successors and permitted assigns.

"Borrowing" means a borrowing hereunder consisting of Loans
made to the Borrower (i) at the same time by all of the Banks, in the case of
Syndicated Loans, (ii) separately by Wachovia, in the case of Swing Loans, or
(iii) separately by one or more Banks, in the case of Money Market Loans, in
each case pursuant to Article II, and the term "Borrowing", when used in
conjunction with a reference to a specific type of Loan, means a Borrowing of
such type.

"Capital Stock" means any nonredeemable capital stock of the
Borrower or any Consolidated Subsidiary (to the extent issued to a Person other
than the Borrower), whether common or preferred.

2
<PAGE> 10

"CERCLA" means the Comprehensive Environmental Response
Compensation and Liability Act, 42 U.S.C. Section 9601 et. seq. and its
implementing regulations and amendments.

"CERCLIS" means the Comprehensive Environmental Response
Compensation and Liability Inventory System established pursuant to CERCLA.

"Change of Law" shall have the meaning set forth in Section
8.02.

"Closing Certificate" has the meaning set forth in Section
3.01(e).

"Closing Date" means September 26, 1995.

"Code" means the Internal Revenue Code of 1986, as amended, or
any successor Federal tax code.

"Commitment" means, with respect to each Bank, (i) the amount
set forth opposite the name of such Bank on the signature pages hereof, and
(ii) as to any Bank which enters into any Assignment and Acceptance (whether as
transferor Bank or as Assignee thereunder), the amount of such Bank's
Commitment after giving effect to such Assignment and Acceptance, in each case
as such amount may be reduced from time to time pursuant to Sections 2.08 and
2.09.

"Compliance Certificate" has the meaning set forth in Section
5.01(c).

"Consolidated Cash Flow" means the sum of the following,
calculated on a consolidated basis in accordance with GAAP for the Borrower and
its Consolidated Subsidiaries at the end of each Fiscal Quarter for such Fiscal
Quarter and the 3 immediately preceding Fiscal Quarters: (i) Consolidated Net
Income, plus (ii) depreciation and amortization expense, plus (iii) other
non-cash charges.

"Consolidated Debt" means at any date the Debt of the Borrower
and its Consolidated Subsidiaries, determined on a consolidated basis as of
such date.

"Consolidated Funded Debt" means at any date the sum of the
Debt of the Borrower and its Consolidated Subsidiaries, determined on a
consolidated basis as of such date, consisting of (without duplication) (i)
Long-Term Debt (ii) capital leases, (iii) Current Maturities of Long-Term Debt,
(iv) Short-Term Debt and (v) Guarantees of Debt of Persons other than the
Borrower,

3
<PAGE> 11

including letters of credit having an expiry date which is one year or more
from the date of measurement.

"Consolidated Net Income" means, for any period, the Net
Income of the Borrower and its Consolidated Subsidiaries determined on a
consolidated basis, but excluding (i) extraordinary items and (ii) any equity
interests of the Borrower or any Subsidiary in the unremitted earnings of any
Person that is not a Subsidiary.

"Consolidated Operating Income" means, for any period, the
Operating Income of the Borrower and its Consolidated Subsidiaries.

"Consolidated Subsidiary" means at any date any Subsidiary or
other entity the accounts of which, in accordance with GAAP, would be
consolidated with those of the Borrower in its consolidated financial
statements as of such date.

"Consolidated Tangible Net Worth" means, at any time,
Stockholders' Equity, less the sum of the value, as set forth or reflected on
the most recent consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries, prepared in accordance with GAAP, of:

(A) Any surplus resulting from any write-up of
assets subsequent to October 2, 1994;

(B) All assets which would be treated as
intangible assets for balance sheet presentation purposes under GAAP, including
without limitation goodwill (whether representing the excess of cost over book
value of assets acquired, or otherwise), trademarks, tradenames, copyrights,
patents and technologies, and unamortized debt discount and expense;

(C) To the extent not included in (B) of this
definition, any amount at which shares of Capital Stock of the Borrower appear
as an asset on the balance sheet of the Borrower and its Consolidated
Subsidiaries;

(D) Loans or advances to stockholders, directors,
officers or employees; and

(E) To the extent not included in (B) of this
definition, deferred expenses.

"Consolidated Total Assets" means, at any time, the total
assets of the Borrower and its Consolidated Subsidiaries, determined on a
consolidated basis, as set forth or reflected on

4
<PAGE> 12

the most recent consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries, prepared in accordance with GAAP.

"Consolidated Total Capital" means, at any time, the sum of
(i) Stockholder's Equity and (ii) Consolidated Funded Debt.

"Contribution Agreement" means the Contribution Agreement of
even date herewith in substantially the form of Exhibit "L" to be executed by
the Borrower and each of the Guarantors.

"Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower, are treated as a single
employer under Section 414 of the Code.

"Current Maturities of Long Term Debt" means all payments in
respect of Long Term Debt that are required to be made within one year from the
date of determination, whether or not the obligation to make such payments
would constitute a current liability of the obligor under GAAP.

"Debt" of any Person means at any date, without duplication,
(i) all obligations of such Person for borrowed money, (ii) all obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable arising in the ordinary
course of business, (iv) all obligations of such Person as lessee under capital
leases, (v) all obligations of such Person to reimburse any bank or other
Person in respect of amounts payable under a banker's acceptance, (vi) all
Redeemable Preferred Stock of such Person (in the event such Person is a
corporation), (vii) all obligations of such Person to reimburse any bank or
other Person in respect of amounts paid or to be paid under a letter of credit
or similar instrument, (viii) all Debt of others secured by a Lien on any asset
of such Person, whether or not such Debt is assumed by such Person, and (ix)
all Debt of others Guaranteed by such Person.

"Debt/Capital Ratio" means the ratio of (i) Consolidated
Funded Debt to (ii) Consolidated Total Capital.

"Debt/Cash Flow Ratio" means the ratio of (i) Consolidated
Funded Debt to (ii) Consolidated Cash Flow

"Default" means any condition or event which constitutes an
Event of Default or which with the giving of

5
<PAGE> 13

notice or lapse of time or both would, unless cured or waived, become an Event
of Default.

"Default Rate" means, with respect to any Loan, on any day,
the sum of 2% plus the then highest interest rate (including the Applicable
Margin) which may be applicable to any Loans hereunder (irrespective of whether
any such type of Loans are actually outstanding hereunder).

"Dollar Equivalent" means the Dollar equivalent of the amount
of a Foreign Currency Loan, determined by the Agent on the basis of its spot
rate for the purchase of the appropriate Foreign Currency with Dollars.

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

"Domestic Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in Georgia or North Carolina are
authorized by law to close.

"Domestic Loans" means Base Rate Loans, Swing Loans or Money
Market Loans, or any or all of them, as the context shall require.

"Environmental Authority" means any foreign, federal, state,
local or regional government that exercises any form of jurisdiction or
authority under any Environmental Requirement.

"Environmental Authorizations" means all licenses, permits,
orders, registrations or governmental approvals for conducting the business of
the Borrower or any Subsidiary required by any Environmental Requirement.

"Environmental Judgments and Orders" means all judgments,
decrees or orders arising from or in any way associated with any Environmental
Requirements, whether or not entered upon consent or written agreements with an
Environmental Authority or other entity arising from or in any way associated
with any Environmental Requirement, whether or not incorporated in a judgment,
decree or order.

"Environmental Liabilities" means any liabilities arising from
and in any way associated with any Environmental Requirements.

"Environmental Notices" means written notice from any
Environmental Authority or by any other person or entity, of possible or
alleged noncompliance with or liability under any Environmental Requirement,
including without limitation any

6
<PAGE> 14

complaints, citations or demands from any Environmental Authority or from any
other person or entity for correction of any violation of any Environmental
Requirement or any investigations concerning any violation of any Environmental
Requirement.

"Environmental Proceedings" means any judicial or
administrative proceedings arising from or in any way associated with any
Environmental Requirement.

"Environmental Releases" means releases as defined in CERCLA
or under any applicable state or local environmental law or regulation.

"Environmental Requirements" means any legal requirement
relating to health, safety or the environment and applicable to the Borrower,
any Subsidiary or the Properties, including but not limited to any such
requirement under CERCLA or similar state legislation and all federal, state
and local laws, ordinances, regulations, orders, writs, decrees and common law.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, or any successor law. Any reference to any
provision of ERISA shall also be deemed to be a reference to any successor
provision or provisions thereof.

"Euro-Dollar Business Day" means any Domestic Business Day on
which dealings in Dollar deposits are carried out in the London interbank
market.

"Euro-Dollar Loan" means a Loan which bears or is to bear
interest at a rate based upon the Adjusted London Interbank Offered Rate and to
be made as a Euro-Dollar Loan pursuant to the applicable Notice of Borrowing.

"Euro-Dollar Reserve Percentage" has the meaning set forth in
Section 2.06(c).

"Event of Default" has the meaning set forth in Section 6.01.

"Federal Funds Rate" means, for any day, the rate per annum
(rounded upward, if necessary, to the next higher 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Domestic
Business Day next succeeding such day, provided that (i) if the day for which
such rate is to be determined is not a Domestic Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Domestic Business

7
<PAGE> 15

Day as so published on the next succeeding Domestic Business Day, and (ii) if
such rate is not so published for any day, the Federal Funds Rate for such day
shall be the average rate charged to the Agent on such day on such
transactions, as determined by the Agent.

"Fiscal Quarter" means any fiscal quarter of the Borrower.

"Fiscal Year" means any fiscal year of the Borrower.

"Fixed Rate Loans" means Euro-Dollar Loans, Money Market
Loans, Foreign Currency Loans or any or all of them, as the context shall
require.

"Foreign Currencies" means, individually and collectively, as
the context shall require, each of the following, if offered and subject to
availability: (i) British pounds sterling, Canadian dollars, Dutch guilders,
French francs, German deutche marks, Japanese yen and Swiss francs; and (ii) at
the option of the Banks, any other currency which is freely transferable and
convertible into Dollars; provided, however, that no such other currency under
this clause (ii) shall be included as a Foreign Currency hereunder, or included
in a Notice of Borrowing, unless (x) a Borrower has first submitted a request
to the Agent and the Banks that it be so included, and (y) the Agent and the
Banks, in their sole discretion, have agreed to such request.

"Foreign Currency Business Day" shall mean any Domestic
Business Day, excluding one on which trading is not carried on by and between
banks in deposits of the applicable Foreign Currency in the applicable
interbank market for such Foreign Currency.

"Foreign Currency Loan" means a Loan to be made as a Foreign
Currency Loan pursuant to the applicable Notice of Borrowing.

"GAAP" means generally accepted accounting principles applied
on a basis consistent with those which, in accordance with Section 1.02, are to
be used in making the calculations for purposes of determining compliance with
the terms of this Agreement.

"Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to secure, purchase or pay (or advance or supply funds

8
<PAGE> 16

for the purchase or payment of) such Debt or other obligation (whether arising
by virtue of partnership arrangements, by agreement to keep-well, to purchase
assets, goods, securities or services, to provide collateral security, to
take-or-pay, or to maintain financial statement conditions or otherwise) or
(ii) entered into for the purpose of assuring in any other manner the obligee
of such Debt or other obligation of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part), provided that
the term Guarantee shall not include endorsements for collection or deposit in
the ordinary course of business. The term "Guarantee" used as a verb has a
corresponding meaning.

"Guarantors" means any one or more or all of the following, as
the context shall require: (i) Gold Mills, Inc.; and (ii) any Significant
Domestic Subsidiary which becomes a Guarantor pursuant to Section 5.20; in each
case subject to the provisions of the last sentence of Section 5.20.

"Guaranty" means the Guaranty Agreement of even date herewith
in substantially the form of Exhibit "K" to be executed by the Guarantors,
unconditionally and jointly and severally Guaranteeing payment of the Loans,
the Notes and all other obligations of the Borrower to the Agent and the Banks
hereunder, including without limitation all principal, interest, fees, costs,
and compensation and indemnification amounts.

"Hazardous Materials" includes, without limitation, (a) solid
or hazardous waste, as defined in the Resource Conservation and Recovery Act of
1980, 42 U.S.C. Section 6901 et seq. and its implementing regulations and
amendments, or in any applicable state or local law or regulation, (b)
"hazardous substance", "pollutant", or "contaminant" as defined in CERCLA, or
in any applicable state or local law or regulation, (c) gasoline, or any other
petroleum product or by-product, including, crude oil or any fraction thereof
(d) toxic substances, as defined in the Toxic Substances Control Act of 1976,
or in any applicable state or local law or regulation or (e) insecticides,
fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide,
and Rodenticide Act of 1975, or in any applicable state or local law or
regulation, as each such Act, statute or regulation may be amended from time to
time.

"IBOR" has the meaning set forth in Section 2.05(e).

"Interest Period" means: (1) with respect to each Euro-Dollar
Borrowing and Foreign Currency Borrowing, subject to paragraph (c) below, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the

9
<PAGE> 17

first, second, third or sixth month thereafter, as the Borrower may elect in
the applicable Notice of Borrowing; provided that:

(a) any Interest Period which would otherwise end on a day
which is not a Euro-Dollar Business Day or Foreign Currency Business
Day, as the case may be, shall be extended to the next succeeding
Euro-Dollar Business Day or Foreign Currency Business Day, as the case
may be, unless such Euro-Dollar Business Day or Foreign Currency
Business Day, as the case may be, falls in another calendar month, in
which case such Interest Period shall, subject to paragraph (c) below
end on the next preceding Euro-Dollar Business Day or Foreign Currency
Business Day, as the case may be;

(b) any Interest Period which begins on the last Euro-Dollar
Business Day or Foreign Currency Business Day, as the case may be, of
a calendar month (or on a day for which there is no numerically
corresponding day in the appropriate subsequent calendar month) shall
end on the last Euro-Dollar Business Day or Foreign Currency Business
Day, as the case may be, of the appropriate subsequent calendar month;
and

(c) no Interest Period may be selected which begins before the
Termination Date and would otherwise end after the Termination Date.

(2) With respect to each Base Rate Borrowing, the period commencing on the date
of such Borrowing and ending 30 days thereafter; provided that:

(a) any Interest Period which would otherwise end on a day
which is not a Domestic Business Day shall be extended to the next
succeeding Domestic Business Day; and

(b) no Interest Period which begins before the Termination
Date and would otherwise end after the Termination Date may be
selected.

(3) With respect to each Money Market Borrowing, the period commencing on the
date of such Borrowing and ending on the Stated Maturity Date or such other
date or dates as may be specified in the applicable Money Market Quote;
provided that:

(a) any Interest Period (subject to clause (b) below) which
would otherwise end on a day which is not a Domestic Business Day
shall be extended to the next succeeding Domestic Business Day; and

10
<PAGE> 18

(b) no Interest Period may be selected which begins before the
Termination Date and would otherwise end after the Termination Date.

"Investment" means any investment in any Person, whether by
means of purchase or acquisition of obligations or securities of such Person,
capital contribution to such Person, loan or advance to such Person, making of
a time deposit with such Person, Guarantee or assumption of any obligation of
such Person or otherwise.

"Lending Office" means, as to each Bank, its office located at
its address set forth on the signature pages hereof (or identified on the
signature pages hereof as its Lending Office or such other office as such Bank
may hereafter designate as its Lending Office by notice to the Borrower and the
Agent. Each Bank may designate a Lending Office for Syndicated Dollar Loans
and a different Lending Office for Foreign Currency Loans, and the term
"Lending Office" shall in such case mean either such Lending Office, as the
context shall require.

"Lien" means, with respect to any asset, any mortgage, deed to
secure debt, deed of trust, lien, pledge, charge, security interest, security
title, preferential arrangement which has the practical effect of constituting
a security interest or encumbrance, or encumbrance or servitude of any kind in
respect of such asset to secure or assure payment of a Debt or a Guarantee,
whether by consensual agreement or by operation of statute or other law, or by
any agreement, contingent or otherwise, to provide any of the foregoing (other
than an agreement with any creditor that if a Lien is granted to another
Person, an equal and ratable Lien will be granted to such creditor). For the
purposes of this Agreement, the Borrower or any Subsidiary shall be deemed to
own subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such asset.

"Loan" means a Base Rate Loan, Euro-Dollar Loan, Swing Loan,
Money Market Loan, Domestic Loan, Syndicated Loan, Foreign Currency Loan, and
"Loans" means Base Rate Loans, Euro-Dollar Loans, Swing Loans, Money Market
Loans, Domestic Loans, Syndicated Loans or Foreign Currency Loans, or any or
all of them, as the context shall require.

"Loan Documents" means this Agreement, the Notes, the
Guaranty, the Contribution Agreement, any other material document or instrument
executed by the Borrower or any Subsidiary evidencing, relating to or securing
the Loans, and any other material document or instrument executed and delivered
from time

11
<PAGE> 19

to time in connection with this Agreement, the Notes, the Guaranty or the
Contribution Agreement or the Loans, as such documents and instruments may be
amended or supplemented from time to time.

"London Interbank Offered Rate" has the meaning set forth in
Section 2.06(c).

"Long-Term Debt" means at any date any Consolidated Debt which
matures (or the maturity of which may at the option of the Borrower or any
Consolidated Subsidiary be extended such that it matures) more than one year
after such date.

"Margin Stock" means "margin stock" as defined in Regulations
G, T, U or X.

"Material Adverse Effect" means, 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), any such event, act, condition or occurrence resulting in a
material adverse change in, or a material adverse effect upon, any of (a) the
financial condition, operations, business, properties or prospects of the
Borrower and its Consolidated Subsidiaries taken as a whole, (b) the rights and
remedies of the Agent or the Banks under the Loan Documents, or the ability of
the Borrower or any of the Subsidiaries to perform its obligations under the
Loan Documents to which it is a party, as applicable, or (c) the legality,
validity or enforceability of any Loan Document.

"Money Market Borrowing Date" has the meaning specified in
Section 2.03.

"Money Market Loan Notes" means the promissory notes of the
Borrower, substantially in the form of Exhibit A-3, evidencing the obligation
of the Borrower to repay the Money Market Loans, together with all amendments,
consolidations, modifications, renewals and supplements thereto.

"Money Market Quote" has the meaning specified in Section
2.03.

"Money Market Quote Request" has the meaning specified in
Section 2.03(b).

"Money Market Rate" has the meaning specified in Section
2.03(c)(ii)(C).

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

12
<PAGE> 20

"Net Income" means, as applied to any Person for any period,
the aggregate amount of net income of such Person, after taxes, for such
period, as determined in accordance with GAAP.

"Notes" means the Syndicated Dollar Loan Notes, the Swing Loan
Notes, the Money Market Loan Notes, the Syndicated Foreign Currency Loan Notes,
or any or all of them, as the context shall require.

"Notice of Borrowing" has the meaning set forth in Section
2.02(a).

"Officer's Certificate" has the meaning set forth in Section
3.01(f).

"Operating Income" means, as applied to any Person for any
period, the operating income of such Person for such period, as determined in
accordance with GAAP.

"Participant" has the meaning set forth in Section 9.08(b).

"PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

"Performance Pricing Determination Date" has the meaning set
forth in Section 2.06(a).

"Person" means an individual, a corporation, a limited
liability corporation, a partnership, an unincorporated association, a trust or
any other entity or organization, including, but not limited to, a government
or political subdivision or an agency or instrumentality thereof.

"Plan" means at any time an employee pension benefit plan
which is covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code and is either (i) maintained by a
member of the Controlled Group for employees of any member of the Controlled
Group or (ii) maintained pursuant to a collective bargaining agreement or any
other arrangement under which more than one employer makes contributions and to
which a member of the Controlled Group is then making or accruing an obligation
to make contributions or has within the preceding 5 plan years made
contributions.

"Prime Rate" refers to that interest rate so denominated and
set by Wachovia from time to time as an interest rate basis for borrowings.
The Prime Rate is but one of several

13
<PAGE> 21

interest rate bases used by Wachovia. Wachovia lends at interest rates above
and below the Prime Rate.

"Properties" means all real property owned, leased or
otherwise used or occupied by the Borrower or any Subsidiary, wherever located.

"Redeemable Preferred Stock" of any Person means any preferred
stock issued by such Person which is at any time prior to the Termination Date
either (i) mandatorily redeemable (by sinking fund or similar payments or
otherwise) or (ii) redeemable at the option of the holder thereof.

"Refunding Loan" means a new Syndicated Loan made on the day
on which an outstanding Syndicated Loan is maturing or a Base Rate Borrowing is
being converted to a Fixed Rate Borrowing, if and to the extent that the
proceeds thereof are used entirely for the purpose of paying such maturing Loan
or Loan being converted, excluding any difference between the amount of such
maturing Loan or Loan being converted and any greater amount being borrowed on
such day and actually either being made available to the Borrower pursuant to
Section 2.02(c) or remitted to the Agent as provided in Section 2.12, in each
case as contemplated in Section 2.02(d).

"Regulation D" means Regulation D of the Board of Governors of
the Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

"Regulation G" means Regulation G of the Board of Governors of
the Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

"Regulation T" means Regulation T of the Board of Governors of
the Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

"Regulation U" means Regulation U of the Board of Governors of
the Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

"Regulation X" means Regulation X of the Board of Governors of
the Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

14
<PAGE> 22

"Reported Net Income" means, for any period, the Net Income of
the Borrower and its Consolidated Subsidiaries determined on a consolidated
basis.

"Required Banks" means at any time Banks having at least 66
2/3% of the aggregate amount of the Commitments or, if the Commitments are no
longer in effect, Banks holding at least 66 2/3% of the aggregate outstanding
principal amount of the sum of the (i) Syndicated Loans and (ii) Money Market
Loans.

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

"Short-Term Debt" means at any date any Consolidated Debt
which matures within (or the maturity of which may not at the option of the
Borrower or any Consolidated Subsidiary be extended such that it matures
beyond) one year after such date.

"Significant Domestic Subsidiary" means any Subsidiary which:
(i) is organized under the laws of the United States of America or any state,
territory or possession thereof or the District of Columbia; and (ii) either
(x) has assets which constitute more than 5% of Consolidated Total Assets at
the end of the most recent Fiscal Quarter, or (y) contributed more than 5% of
Consolidated Operating Income during the most recent Fiscal Quarter and the 3
Fiscal Quarters immediately preceding such Fiscal Quarter (or, with respect to
any Subsidiary which existed during the entire 4 Fiscal Quarter period but was
acquired by the Borrower during such period, which would have contributed more
than 10% of Consolidated Operating Income during such period had it been a
Subsidiary for the entire period).

Significant Foreign Subsidiary" means any Subsidiary which
satisfies the conditions set forth in clause (ii), but not clause (i), of the
definition of Significant Domestic Subsidiary.

"Stated Maturity Date" means, with respect to any Money Market
Loan, the Stated Maturity Date therefor specified by the Bank in the applicable
Money Market Quote.

"Stockholders' Equity" means, at any time, the shareholders'
equity of the Borrower and its Consolidated Subsidiaries, as set forth or
reflected on the most recent consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries prepared in accordance with GAAP, but excluding any
Redeemable Preferred Stock of the Borrower or any of its

15
<PAGE> 23

Consolidated Subsidiaries. Shareholders' equity generally would include, but
not be limited to (i) the par or stated value of all outstanding Capital Stock,
(ii) capital surplus, (iii) retained earnings, and (iv) various deductions
such as (A) purchases of treasury stock, (B) valuation allowances, (C)
receivables due from an employee stock ownership plan, (D) employee stock
ownership plan debt guarantees, and (E) translation adjustments for foreign
currency transactions.

"Subsidiary" means any corporation or other entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by the Borrower.

"Swing Loan" means a Loan made by Wachovia pursuant to Section
2.01(b), which may be a Base Rate Loan or a Foreign Currency Loan.

"Swing Loan Note" means the promissory note of the Borrower,
substantially in the form of Exhibit A-4, evidencing the obligation of the
Borrower to repay the Swing Loans, together with all amendments,
consolidations, modifications, renewals, and supplements thereto.

"Syndicated Dollar Loan" means a Loan made by all of the Banks
in Dollars, which shall be either a Base Rate Loan or a Euro-Dollar Loan.

"Syndicated Dollar Loan Notes" means promissory notes of the
Borrower, substantially in the form of Exhibit "A-1", evidencing the obligation
of the Borrower to repay the Syndicated Dollar Loans, together with all
amendments, consolidations, modifications, renewals, and supplements thereto.

"Syndicated Foreign Currency Loan" means a Loan made by all of
the Banks in a Foreign Currency.

"Syndicated Foreign Currency Loan Notes" means promissory
notes of the Borrower, substantially in the form of Exhibit A-2, evidencing the
obligation of the Borrower to repay the Syndicated Foreign Currency Loans,
together with all amendments, consolidations, modifications, renewals and
supplements thereto.

"Syndicated Loans" means Syndicated Dollar Loans and
Syndicated Foreign Currency Loans.

"Taxes" has the meaning set forth in Section 2.12(c).

16
<PAGE> 24

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

"Termination Date" means whichever is applicable of (i)
September 25, 2000, (ii) the date the Commitments are terminated pursuant to
Section 6.01 following the occurrence of an Event of Default, or (iii) the date
the Borrower terminates the Commitments entirely pursuant to Section 2.08.

"Third Parties" means all lessees, sublessees, licensees and
other users of the Properties, excluding those users of the Properties in the
ordinary course of the Borrower's business and on a temporary basis.

"Transferee" has the meaning set forth in Section 9.08(d).

"Unfunded Vested Liabilities" means, with respect to any Plan
at any time, the amount (if any) by which (i) the present value of all vested
nonforfeitable benefits under such Plan exceeds (ii) the fair market value of
all Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plan, but only to the extent that such excess
represents a potential liability of a member of the Controlled Group to the
PBGC or the Plan under Title IV of ERISA.

"Unused Commitment" means at any date, with respect to any
Bank, an amount equal to its Commitment less the aggregate outstanding
principal amount of its Syndicated Dollar Loans and Syndicated Foreign Currency
Loans, but not its Money Market Loans, or in the case of Wachovia, its Swing
Loans.

"Wachovia" means Wachovia Bank of North Carolina, N.A., a
national banking association, and its successors.

"Wholly Owned Subsidiary" means any Subsidiary all of the
shares of capital stock or other ownership interests of which (except
directors' qualifying shares) are at the time directly or indirectly owned by
the Borrower.

SECTION 1.02. Accounting Terms and Determinations. Unless
otherwise specified herein, all terms of an accounting character 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, applied on a basis consistent (except for
changes concurred in by the Borrower's independent public

17
<PAGE> 25

accountants or otherwise required by a change in GAAP) with the most recent
audited consolidated financial statements of the Borrower and its Consolidated
Subsidiaries delivered to the Banks unless with respect to any such change
concurred in by the Borrower's independent public accountants or required by
GAAP, in determining compliance with any of the provisions of this Agreement or
any of the other Loan Documents: (i) the Borrower shall have objected to
determining such compliance on such basis at the time of delivery of such
financial statements, or (ii) the Required Banks shall so object in writing
within 30 days after the delivery of such financial statements, in either of
which events such calculations shall be made on a basis consistent with those
used in the preparation of the latest financial statements as to which such
objection shall not have been made (which, if objection is made in respect of
the first financial statements delivered under Section 5.01 hereof, shall mean
the financial statements referred to in Section 4.04).

SECTION 1.03. References. Unless otherwise indicated,
references in this Agreement to "Articles", "Exhibits", "Schedules", "Sections"
and other Subdivisions are references to articles, exhibits, schedules,
sections and other subdivisions hereof.

SECTION 1.04. Use of Defined Terms. All terms defined in this
Agreement shall have the same defined meanings when used in any of the other
Loan Documents, unless otherwise defined therein or unless the context shall
require otherwise.

SECTION 1.05. Terminology. All personal pronouns used in this
Agreement, whether used in the masculine, feminine or neuter gender, shall
include all other genders; the singular shall include the plural, and the
plural shall include the singular. Titles of Articles and Sections in this
Agreement are for convenience only, and neither limit nor amplify the
provisions of this Agreement.

ARTICLE II

THE CREDITS

SECTION 2.01. Commitments to Lend Syndicated Loans; Swing
Loans. (a) Each Bank severally agrees, on the terms and conditions set forth
herein, to make Loans (which may be, at the option of the Borrower and subject
to the terms and conditions hereof, Syndicated Foreign Currency Loans or
Syndicated Dollar Loans, and Syndicated Dollar Loans may be Domestic Loans or
Euro-Dollar Loans) to the Borrower from time to time before the Termination
Date; provided that,

18
<PAGE> 26

(i) immediately after each such Loan is made, the sum of the
aggregate outstanding principal amount of the Syndicated Dollar Loans
and the Dollar Equivalent of the aggregate principal amount of the
Syndicated Foreign Currency Loans by such Bank shall not exceed the
amount of its Commitment, and

(ii) the aggregate outstanding principal amount of all
Syndicated Loans, Swing Loans and Money Market Loans shall not exceed
the aggregate amount of the Commitments.

The Dollar Equivalent of each Foreign Currency Loan on the date each Foreign
Currency Loan is disbursed shall be deemed to be the amount of the Foreign
Currency Loan outstanding for the purpose of calculating the unutilized portion
of the Commitment on the date of disbursement. Each Syndicated Borrowing under
this Section shall be in an aggregate principal amount of (A) in the case of
Fixed Rate Borrowings, $5,000,000 (or the Dollar Equivalent thereof in any
Foreign Currency) or any larger multiple of $1,000,000 (or the Dollar
Equivalent thereof in any Foreign Currency) and (B) in the case of Base Rate
Borrowings, $2,000,000 or any larger multiple of $1,000,000 (except that in
either case any such Syndicated Borrowing may be in the aggregate amount of the
Unused Commitments) and shall be made from the several Banks ratably in
proportion to their respective Commitments. Within the foregoing limits, the
Borrower may borrow under this Section, repay or, to the extent permitted by
Section 2.10, prepay Syndicated Loans and reborrow under this Section at any
time before the Termination Date. Notwithstanding the foregoing, if there shall
occur on or prior to the date of any Foreign Currency Loan any change in
national or international financial, political or economic conditions or
currency exchange rates or exchange controls which would in the opinion of the
Agent make it impracticable to make such Foreign Currency Loan, then the Agent
shall forthwith give notice thereof to the Borrower and the Banks, and such
Foreign Currency Loan shall be made on such date as Domestic Loans, unless the
Borrower notifies the Agent at least two Domestic Business Days before such
date that it elects not to borrow on such date.

(b) Swing Loans. In addition to the foregoing, Wachovia shall from
time to time, upon the request of the Borrower, if the applicable conditions
precedent in Article III have been satisfied, make Swing Loans to the Borrower
(which may be, at the option of the Borrower and subject to the terms and
conditions hereof, Foreign Currency Loans or Base Rate Loans) in an aggregate
principal amount at any time outstanding not exceeding the Dollar Equivalent of
$5,000,000; provided that, (i) immediately before such Swing Loan is made, the
aggregate amount of the Unused Commitments is not less than $5,000,000, and
(ii)

19
<PAGE> 27

immediately after such Swing Loan is made, the aggregate outstanding principal
amount of all Syndicated Loans, Swing Loans and Money Market Loans shall not
exceed the aggregate amount of the Commitments. Each Swing Loan Borrowing
under this Section 2.01(b) shall be in an aggregate principal amount of
$500,000 or any larger multiple of $100,000. Within the foregoing limits, the
Borrower may borrow under this Section 2.01(b), prepay and reborrow under this
Section 2.01(b) at any time before the Termination Date. Swing Loans will be
deemed to be usage of the Commitments for the purpose of calculating
availability pursuant to Section 2.01(a)(ii) and 2.03(a)(ii), but will not
reduce Wachovia's obligation to lend its pro rata share of the remaining Unused
Commitment. At any time, upon the request of Wachovia, each Bank other than
Wachovia shall, on the third Domestic Business Day after such request is made,
purchase a participating interest in Swing Loans in an amount equal to its
ratable share (based upon its respective Commitment) of such Swing Loans which
are Base Rate Loans. On such third Domestic Business Day, each Bank will
immediately transfer to Wachovia, in immediately available funds, the amount of
its participation. Whenever, at any time after Wachovia has received from any
such Bank its participating interest in a Swing Loan, the Agent receives any
payment on account thereof, the Agent will distribute to such Bank its
participating interest in such amount (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Bank's
participating interest was outstanding and funded); provided, however, that in
the event that such payment received by the Agent is required to be returned,
such Bank will return to the Agent any portion thereof previously distributed
by the Agent to it. Each Bank's obligation to purchase such participating
interests shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation: (i) any set-off, counterclaim,
recoupment, defense or other right which such Bank or any other Person may have
against Wachovia requesting such purchase or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an Event of
Default or the termination of the Commitments; (iii) any adverse change in the
condition (financial or otherwise) of the Borrower or any other Person; (iv)
any breach of this Agreement by the Borrower or any other Bank; or (v) any
other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing.

SECTION 2.02. Method of Borrowing. (a) The Borrower shall
give the Agent notice (a "Notice of Borrowing"), which shall be substantially
in the form of Exhibit E, prior to 11:00 A.M. (Atlanta, Georgia time) for
Dollar Borrowings, and 9:30 A.M. (Atlanta, Georgia time) for Foreign Currency
Borrowings, on the same Domestic Business Day of each Base Rate Borrowing and
at least 3 Euro-Dollar Business Days before each Euro-Dollar

20
<PAGE> 28

Borrowing, and at least 3 Foreign Currency Business Days before each Foreign
Currency Borrowing, specifying:

(i) the date of such Borrowing, which shall be a
Domestic Business Day in the case of a Domestic Borrowing, a
Euro-Dollar Business Day in the case of a Euro-Dollar
Borrowing, or a Foreign Currency Business Day in the case of a
Foreign Currency Borrowing,

(ii) the aggregate amount of such Borrowing,

(iii) whether the Loans comprising such Borrowing are
to be Syndicated Loans or Swing Loans, whether they are to be
Base Rate Loans, Euro-Dollar Loans or Foreign Currency Loans,
and if such Loans are to be Foreign Currency Loans, specifying
the Foreign Currency, and

(iv) in the case of a Fixed Rate Borrowing, the
duration of the Interest Period applicable thereto, subject to
the provisions of the definition of Interest Period.

(b) Upon receipt of a Notice of Borrowing, the Agent shall
promptly notify each Bank of the contents thereof and of such Bank's ratable
share of such Borrowing (or Wachovia, if it is a Swing Loan Borrowing) and such
Notice of Borrowing, once received by the Agent, shall not thereafter be
revocable by the Borrower.

(c) Not later than 11:00 A.M. (Atlanta, Georgia time) on the
date of each Syndicated Borrowing, each Bank shall (except as provided in
paragraph (d) of this Section) make available its ratable share of such
Syndicated Borrowing, in Federal or other funds immediately available in
Atlanta, Georgia, to the Agent at its address referred to in Section 9.01,
which funds shall be in Dollars, if such Borrowing is a Dollar Borrowing, and
in the applicable Foreign Currency, if such Borrowing is a Foreign Currency
Borrowing, determined pursuant to Section 9.01. Unless the Agent determines
that any applicable condition specified in Article III has not been satisfied,
the Agent will make the funds so received from the Banks available to the
Borrower at the Agent's aforesaid address. Unless the Agent receives notice
from a Bank, at the Agent's address referred to in or specified pursuant to
Section 9.01, no later than 4:00 P.M. (local time at such address) on the
Domestic Business Day before the date of a Syndicated Borrowing stating that
such Bank will not make a Syndicated Loan in connection with such Syndicated
Borrowing, the Agent shall be entitled to assume that such Bank will make a
Syndicated Loan in connection with such Syndicated Borrowing and, in reliance
on such assumption, the Agent may (but shall not be

21
<PAGE> 29

obligated to) make available such Bank's ratable share of such Syndicated
Borrowing to the Borrower for the account of such Bank. If the Agent makes
such Bank's ratable share available to the Borrower and such Bank does not in
fact make its ratable share of such Syndicated Borrowing available on such
date, the Agent shall be entitled to recover such Bank's ratable share from
such Bank or the Borrower (and for such purpose shall be entitled to charge
such amount to any account of the Borrower maintained with the Agent), together
with interest thereon for each day during the period from the date of such
Syndicated Borrowing until such sum shall be paid in full at a rate per annum
equal to the rate at which the Agent determines that it obtained (or could have
obtained) overnight Federal funds to cover such amount for each such day during
such period, provided that (i) any such payment by the Borrower of such Bank's
ratable share and interest thereon shall be without prejudice to any rights
that the Borrower may have against such Bank and (ii) until such Bank has paid
its ratable share of such Syndicated Borrowing, together with interest pursuant
to the foregoing, it will have no interest in or rights with respect to such
Syndicated Borrowing for any purpose hereunder. If the Agent does not exercise
its option to advance funds for the account of such Bank, it shall forthwith
notify the Borrower of such decision. Unless the Agent determines that any
applicable condition specified in Article III has not been satisfied, Wachovia
will make available to the Borrower at Wachovia's Lending Office the amount of
any such Borrowing which is a Swing Loan Borrowing.

(d) If any Bank makes a new Syndicated Loan hereunder on a day
on which the Borrower is to repay all or any part of an outstanding Syndicated
Loan from such Bank, such Bank shall apply the proceeds of its new Syndicated
Loan to make such repayment as a Refunding Loan and only an amount equal to the
difference (if any) between the amount being borrowed and the amount of such
Refunding Loan shall be made available by such Bank to the Agent as provided in
paragraph (c) of this Section, or remitted by the Borrower to the Agent as
provided in Section 2.12, as the case may be; provided, however, that if the
Syndicated Loan which is to be repaid is a Foreign Currency Loan, the foregoing
provisions shall apply only if the new Syndicated Loan is to be made in the
same Foreign Currency.

(e) Notwithstanding anything to the contrary contained in this
Agreement, if there shall have occurred a Default or an Event of Default, which
Default or Event of Default shall not have been cured or waived, (i) no Fixed
Rate Borrowing may be made and, and (ii) all Refunding Loans shall be made as
Base Rate Loans (but shall bear interest at the Default Rate, if applicable,
pursuant to Section 2.06(b), (c), (d) or (g)).

22
<PAGE> 30

(f) In the event that a Notice of Borrowing fails to specify
whether the Syndicated Loans comprising such Borrowing are to be Base Rate
Loans, Euro-Dollar Loans or Foreign Currency Loans, such Syndicated Loans shall
be made as Base Rate Loans. If the Borrower is otherwise entitled under this
Agreement to repay any Syndicated Loans maturing at the end of an Interest
Period applicable thereto with the proceeds of a new Syndicated Borrowing, and
the Borrower fails to repay such Syndicated Loans using its own moneys and
fails to give a Notice of Borrowing in connection with such new Borrowing, a
new Syndicated Borrowing shall be deemed to be made on the date such Syndicated
Loans mature in an amount equal to the principal amount of the Syndicated Loans
so maturing, and the Syndicated Loans comprising such new Syndicated Borrowing
shall be Base Rate Loans, which shall be in the Dollar Equivalent of such
maturing Loans, if such maturing Loans were Foreign Currency Loans.

(g) Notwithstanding anything to the contrary contained herein,
there shall not be more than 8 Fixed Rate Borrowings outstanding at any given
time.

SECTION 2.03. Money Market Loans. (a) In addition to making
Syndicated Borrowings, the Borrower may, as set forth in this Section 2.03,
request the Banks to make offers to make Money Market Borrowings available to
the Borrower. The Banks may, but shall have no obligation to, make such offers
and the Borrower may, but shall have no obligation to, accept any such offers
in the manner set forth in this Section 2.03, provided that:

(i) the number of interest rates applicable to Money
Market Loans which may be outstanding at any given time is
subject to the provisions of Section 2.02(g);

(ii) the aggregate principal amount of all Money Market Loans,
together with the aggregate principal amount of all Syndicated
Loans and Swing Loans, at any one time outstanding shall not
exceed the aggregate amount of the Commitments of all of the
Banks at such time; and

(iii) the Money Market Loans of any Bank will be deemed to be
usage of the Commitments for the purpose of calculating
availability pursuant to Section 2.01(a)(ii) and 2.03(a)(ii),
but will not reduce such Bank's obligation to lend its pro
rata share of its remaining Unused Commitment.

(b) When the Borrower wishes to request offers to make Money
Market Loans, it shall give the Agent (which shall promptly notify the Banks)
notice substantially in the form of Exhibit I

23
<PAGE> 31

hereto (a "Money Market Quote Request") so as to be received no later than
10:00 A.M. (Atlanta, Georgia time) at least 2 Domestic Business Days prior to
the date of the Money Market Borrowing proposed therein (or such other time and
date as the Borrower and the Agent, with the consent of the Required Banks, may
agree), specifying:

(i) the proposed date of such Money Market Borrowing, which
shall be a Euro-Dollar Business Day (the "Money Market Borrowing
Date");

(ii) the maturity date (or dates) (each a "Stated Maturity
Date") for repayment of each Money Market Loan to be made as part of
such Money Market Borrowing (which Stated Maturity Date shall be that
date occurring not less than 7 days but not more than 180 days from
the date of such Money Market Borrowing); provided that the Stated
Maturity Date for any Money Market Loan may not extend beyond the
Termination Date (as in effect on the date of such Money Market Quote
Request); and

(iii) the aggregate amount of principal to be requested by the
Borrower as a result of such Money Market Borrowing, which shall be at
least $5,000,000 (and in larger integral multiples of $1,000,000) but
shall not cause the limits specified in Section 2.03(a) to be
violated.

The Borrower may request offers to make Money Market Loans having up
to 2 different Stated Maturity Dates in a single Money Market Quote
Request; provided that the request for each separate Stated Maturity
Date shall be deemed to be a separate Money Market Quote Request for a
separate Money Market Borrowing. Except as otherwise provided in the
immediately preceding sentence, after the first Money Market Quote
Request has been given hereunder, no Money Market Quote Request shall
be given until at least 5 Domestic Business Days after the giving of
the most recent prior Money Market Quote Request pursuant to this
Section 2.03.

(c) (i) Each Bank may, but shall have no obligation to, submit
a response containing an offer to make a Money Market Loan substantially in the
form of Exhibit J hereto (a "Money Market Quote") in response to any Money
Market Quote Request; provided that, if the Borrower's request under Section
2.03(b) specified more than 1 Stated Maturity Date, such Bank may, but shall
have no obligation to, make a single submission containing a separate offer for
each such Stated Maturity Date and each such separate offer shall be deemed to
be a separate Money Market Quote. Each Money Market Quote must be submitted to
the Agent not later than 10:00 A.M. (Atlanta, Georgia time) on the Money Market
Borrowing

24
<PAGE> 32

Date; provided that any Money Market Quote submitted by Wachovia may be
submitted, and may only be submitted, if Wachovia notifies the Borrower of the
terms of the offer contained therein not later than 9:45 A.M. (Atlanta, Georgia
time) on the Money Market Borrowing Date (or 15 minutes prior to the time that
the other Banks are required to have submitted their respective Money Market
Quotes). Subject to Section 6.01, any Money Market Quote so made shall be
irrevocable except with the written consent of the Agent given on the
instructions of the Borrower.

(ii) Each Money Market Quote shall specify:

(A) the proposed Money Market Borrowing Date and the
Stated Maturity Date therefor;

(B) the principal amounts of the Money Market Loan
which the quoting Bank is willing to make for the applicable
Money Market Quote, which principal amounts (x) may be greater
than or less than the Commitment of the quoting Bank, (y)
shall be at least $5,000,000 or a larger integral multiple of
$1,000,000, and (z) may not exceed the principal amount of the
Money Market Borrowing for which offers were requested;

(C) the rate of interest per annum (rounded upwards,
if necessary, to the nearest 1/100th of 1%) offered for each
such Money Market Loan (such amounts being hereinafter
referred to as the "Money Market Rate"); and

(D) the identity of the quoting Bank.

Unless otherwise agreed by the Agent and the Borrower, no Money Market Quote
shall contain qualifying, conditional or similar language or propose terms
other than or in addition to those set forth in the applicable Money Market
Quote Request (other than setting forth the principal amounts of the Money
Market Loan which the quoting Bank is willing to make for the applicable
Interest Period) and, in particular, no Money Market Quote may be conditioned
upon acceptance by the Borrower of all (or some specified minimum) of the
principal amount of the Money Market Loan for which such Money Market Quote is
being made.

(d) The Agent shall as promptly as practicable after the
Money Market Quote is submitted (but in any event not later than 10:30 A.M.
(Atlanta, Georgia time)) on the Money Market Borrowing Date, notify the
Borrower of the terms (i) of any Money Market Quote submitted by a Bank that is
in accordance with Section 2.03(c) and (ii) of any Money Market Quote that
amends, modifies or is otherwise inconsistent with a previous Money

25
<PAGE> 33

Market Quote submitted by such Bank with respect to the same Money Market Quote
Request. Any such subsequent Money Market Quote shall be disregarded by the
Agent unless such subsequent Money Market Quote is submitted solely to correct
a manifest error in such former Money Market Quote. The Agent's notice to the
Borrower shall specify (A) the principal amounts of the Money Market Borrowing
for which offers have been received and (B) the respective principal amounts
and Money Market Rates so offered by each Bank (identifying the Bank that made
each Money Market Quote).

(e) Not later than 11:30 A.M. (Atlanta, Georgia time) on the
Money Market Borrowing Date, the Borrower shall notify the Agent of its
acceptance or nonacceptance of the offers so notified to it pursuant to Section
2.03(d) and the Agent shall promptly notify each Bank which submitted an offer.
In the case of acceptance, such notice shall specify the aggregate principal
amount of offers (for each Stated Maturity Date) that are accepted. The
Borrower may accept any Money Market Quote in whole or in part; provided that:

(i) the aggregate principal amount of each Money Market
Borrowing may not exceed the applicable amount set forth in the
related Money Market Quote Request;

(ii) the aggregate principal amount of each Money Market Loan
comprising a Money Market Borrowing shall be at least $5,000,000 (and
in larger multiples of $1,000,000) but shall not cause the limits
specified in Section 2.03(a) to be violated;

(iii) acceptance of offers may only be made in ascending order
of Money Market Rates; and

(iv) the Borrower may not accept any offer where the Agent has
advised the Borrower that such offer fails to comply with Section
2.03(c)(ii) or otherwise fails to comply with the requirements of this
Agreement (including without limitation, Section 2.03(a)).

If offers are made by 2 or more Banks with the same Money Market Rates for a
greater aggregate principal amount than the amount in respect of which offers
are accepted for the related Stated Maturity Date, the principal amount of
Money Market Loans in respect of which such offers are accepted shall be
allocated by the Borrower among such Banks as nearly as possible in proportion
to the aggregate principal amount of such offers. Determinations by the
Borrower of the amounts of Money Market Loans shall be conclusive in the
absence of manifest error.

26
<PAGE> 34

(f) Any Bank whose offer to make any Money Market Loan
has been accepted shall, not later than 12:30 P.M. (Atlanta, Georgia time) on
the Money Market Borrowing Date, make the amount of such Money Market Loan
allocated to it available to the Agent at its address referred to in Section
9.01 in immediately available funds. The amount so received by the Agent
shall, subject to the terms and conditions of this Agreement, be made available
to the Borrower on such date by depositing the same, in immediately available
funds, not later than 3:00 P.M. (Atlanta, Georgia time), in an account of such
Borrower maintained with Wachovia.

(g) After any Money Market Loan has been funded, the Agent
shall notify the Banks of the aggregate principal amount of the Money Market
Quotes received and the highest and lowest rates included in such Money Market
Quotes.

SECTION 2.04. Notes. (a) The Syndicated Loans of each Bank
shall be evidenced by a single Syndicated Dollar Loan Note and a single
Syndicated Foreign Currency Loan Note, each payable to the order of such Bank
for the account of its Lending Office in an amount equal to the original
principal amount of such Bank's Commitment. The Swing Loans shall be evidenced
by a single Swing Loan Note payable to the order of Wachovia in the original
principal amount of the Dollar Equivalent of $5,000,000.

(b) The Money Market Loans made by any Bank to the
Borrower shall be evidenced by a single Money Market Loan Note payable to the
order of such Bank for the account of its Lending Office in an amount equal to
the original principal amount of the aggregate Commitments.

(c) Upon receipt of each Bank's Notes pursuant to Section
3.01, the Agent shall deliver such Notes to such Bank. Each Bank (or Wachovia,
with respect to the Swing Loan) shall record, and prior to any transfer of its
Notes shall endorse on the schedules forming a part thereof appropriate
notations to evidence, the date, amount and maturity of, and effective interest
rate for, each Loan made by it, the date and amount of each payment of
principal made by the Borrower with respect thereto, whether such Loan is a
Base Rate Loan, Euro-Dollar Loan or Foreign Currency Loan, and if a Foreign
Currency Loan, a specification of the Foreign Currency, and such schedules of
each such Bank's Notes shall constitute rebuttable presumptive evidence of the
principal amounts owing and unpaid on such Bank's Notes; provided that the
failure of any Bank to make, or any error in making, any such recordation or
endorsement shall not affect the obligation of the Borrower hereunder or under
the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby
irrevocably authorized by the Borrower so to endorse

27
<PAGE> 35

its Notes and to attach to and make a part of any Note a continuation of any
such schedule as and when required.

SECTION 2.05. Maturity of Loans. (a) Each Loan included in
any Borrowing shall mature, and the principal amount thereof shall be due and
payable, on the last day of the Interest Period applicable to such Borrowing.

(b) Notwithstanding the foregoing, the outstanding
principal amount of the Loans, if any, together with all accrued but unpaid
interest and fees thereon, if any, shall be due and payable on the Termination
Date.

SECTION 2.06. Interest Rates. (a) "Applicable Margin" means:

(i) for the period commencing on the Closing Date to and including
the first Performance Pricing Determination Date, (x) for any Base Rate Loan,
0%, and (y) for any Euro-Dollar Loan or Foreign Currency Loan, 0.24%; and

(ii) from and after the first Performance Pricing Determination Date,
(x) for any Base Rate Loan, 0%, and (y) for any Euro-Dollar Loan or Foreign
Currency Loan, the percentage determined on each Performance Pricing
Determination Date by reference to the table set forth below and the Debt/Cash
Flow Ratio for the quarterly or annual period ending immediately prior to such
Performance Pricing Determination Date.

<TABLE>
<CAPTION>
Debt/Cash Flow Ratio Applicable Margin
-------------------- -----------------
<S> <C>
< 1.50 0.185%

> 1.50 but
-
< 2.50 0.24%

> 2.50 but
-
< 3.50 0.285%

> 3.50 0.325%
-
</TABLE>

In determining interest for purposes of this Section 2.06 and
fees for purposes of Section 2.07, the Borrower and the Banks shall refer to
the Borrower's most recent consolidated quarterly and annual (as the case may
be) financial statements delivered pursuant to Section 5.01(a) or (b), as the
case may be. If such financial statements require a change in interest
pursuant to this Section 2.06 or fees pursuant to Section 2.07, the Borrower
shall deliver to the Agent, along with such

28
<PAGE> 36

financial statements, a notice to that effect, which notice shall set forth in
reasonable detail the calculations supporting the required change. The
"Performance Pricing Determination Date" is the date which is the last date on
which such financial statements are permitted to be delivered pursuant to
Section 5.01(a) or (b), as applicable. Any such required change in interest
and fees shall become effective on such Performance Pricing Determination Date,
and shall be in effect until the next Performance Pricing Determination Date,
provided that: (x) for Fixed Rate Loans, changes in interest shall only be
effective for Interest Periods commencing on or after the Performance Pricing
Determination Date; and (y) no fees or interest shall be decreased pursuant to
this Section 2.06 or Section 2.07 if a Default is in existence on the
Performance Pricing Determination Date, unless such Default in existence on the
Performance Pricing Date was not an Event of Default on such date and did not
thereafter become an Event of Default.

(b) Each Base Rate Loan shall bear interest on the outstanding
principal amount thereof, for each day from the date such Loan is made until it
becomes due, at a rate per annum equal to the Base Rate for such day plus the
Applicable Margin. Such interest shall be payable for each Interest Period on
the last day thereof. Any overdue principal of and, to the extent permitted by
applicable law, overdue interest on any Base Rate Loan shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to the
Default Rate.

(c) Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Applicable Margin plus the
applicable Adjusted London Interbank Offered Rate for such Interest Period.
Such interest shall be payable for each Interest Period on the last day thereof
and, if such Interest Period is longer than 3 months, at intervals of 3 months
after the first day thereof. Any overdue principal of and, to the extent
permitted by law, overdue interest on any Euro-Dollar Loan shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to the
Default Rate.

The "Adjusted London Interbank Offered Rate" applicable to any
Interest Period means a rate per annum equal to the quotient obtained (rounded
upwards, if necessary, to the next higher 1/100th of 1%) by dividing (i) the
applicable London Interbank Offered Rate for such Interest Period by (ii) 1.00
minus the Euro-Dollar Reserve Percentage.

The "London Interbank Offered Rate" applicable to any
Euro-Dollar Loan means for the Interest Period of such Euro-Dollar Loan, the
rate per annum determined on the basis of

29
<PAGE> 37

the offered rate for deposits in Dollars of amounts equal or comparable to the
principal amount of such Euro-Dollar Loan offered for a term comparable to such
Interest Period, which rate appear as the British Bankers Association
Settlement Rate for U.S. Dollars on the Telerate Screen Page 3750 effective as
of 11:00 A.M., London time, 2 Euro-Dollar Business Days prior to the first day
of such Interest Period, provided that if no such offered rate appears on such
page, the "London Interbank Offered Rate" for such Interest Period will be the
arithmetic average (rounded upward, if necessary, to the next higher 1/100th of
1%) of rates quoted by not less than 2 major banks in New York City, selected
by the Agent, at approximately 10:00 A.M., New York City time, 2 Euro-Dollar
Business Days prior to the first day of such Interest Period, for deposits in
Dollars offered to leading European banks for a period comparable to such
Interest Period in an amount comparable to the principal amount of such
Euro-Dollar Loan.

"Euro-Dollar Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in respect of "Eurocurrency liabilities" (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Euro-Dollar Loans is determined or any
category of extensions of credit or other assets which includes loans by a
non-United States office of any Bank to United States residents). The Adjusted
London Interbank Offered Rate shall be adjusted automatically on and as of the
effective date of any change in the Euro-Dollar Reserve Percentage.

(d) Each Money Market Loan shall bear interest on the
outstanding principal amount thereof, for each day from the date such Money
Market Loan is made until it becomes due, at a rate per annum equal to the
applicable Money Market Rate set forth in the relevant Money Market Quote.
Such interest shall be payable on the Stated Maturity Date thereof, and, if the
Stated Maturity Date occurs more than 90 days after the date of the relevant
Money Market Loan, at intervals of 90 days after the first day thereof. Any
overdue principal of and, to the extent permitted by law, overdue interest on
any Money Market Loan shall bear interest, payable on demand, for each day
until paid at a rate per annum equal to the Default Rate.

(e) Each Foreign Currency Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Applicable Margin plus the
applicable Adjusted IBOR Rate for such

30
<PAGE> 38

Interest Period. Such interest shall be payable for each Interest Period on
the last day thereof and, if such Interest Period is longer than 3 months, at
intervals of 3 months after the first day thereof. Any overdue principal of
and, to the extent permitted by law, overdue interest on any Foreign Currency
Loan shall bear interest, payable on demand, for each day until paid at a rate
per annum equal to the Default Rate.

"Adjusted IBOR Rate" means, with respect to each Interest
Period for a Foreign Currency Loan, the sum of (i) the rate obtained by
dividing (A) IBOR for such Interest Period by (B) a percentage equal to 1 minus
the then stated maximum rate (stated as a decimal) of all reserves requirements
(including, without limitation, any marginal, emergency, supplemental, special
or other reserves) applicable to any member bank of the Federal Reserve System
as defined in Regulation D (or against any successor category of liabilities as
defined in Regulation D), plus (ii) if the relevant Foreign Currency Loan is in
British pounds sterling, a percentage sufficient to compensate the Banks for
the cost of complying with any reserves, liquidity and/or special deposit
requirements of the Bank of England directly or indirectly affecting the
maintenance or funding of such Foreign Currency Loan.

"IBOR" means, for any Interest Period, with respect to Foreign
Currency Loans, the offered rate for deposits in the applicable Foreign
Currency, for a period comparable to the Interest Period and in an amount
comparable to the amount of such Foreign Currency Loan appearing on Telerate
Page 3750 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. If the foregoing
rate is unavailable from Telerate for any reason, then such rate shall be
determined by the Agent from any other interest rate reporting service of
recognized standing designated in writing by the Agent to the Borrower.

(f) The Agent shall determine each interest rate applicable to
the Loans hereunder. The Agent shall give prompt notice to the Borrower and
the Banks by telecopier of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.

(g) After the occurrence and during the continuance of an
Event of Default, the principal amount of the Loans (and, to the extent
permitted by applicable law, all accrued interest thereon) may, at the election
of the Required Banks, bear interest at the Default Rate.

SECTION 2.07. Fees. (a) The Borrower shall pay to the Agent,
for the ratable account of each Bank, a facility fee,

31
<PAGE> 39

calculated in the manner provided in the last paragraph of Section 2.06(a)(ii),
on the aggregate amount of such Bank's Commitment (without taking into account
the amount of the outstanding Loans made by such Bank), at a rate per annum
equal to: (i) for the period commencing on the Closing Date to and including
the first Performance Pricing Determination Date, 0.11%; and (ii) from and
after the first Performance Pricing Determination Date, the percentage
determined on each Performance Pricing Determination Date by reference to the
table set forth below and the Debt/Cash Flow Ratio for the quarterly or annual
period ending immediately prior to such Performance Pricing Determination Date:

<TABLE>
<CAPTION>
Debt/Cash Flow Ratio Facility Fee
-------------------- ------------
<S> <C>
< 1.50 0.09%

> 1.50 but
-
< 2.50 0.11%

> 2.50 but
-
< 3.50 0.14%

> 3.50 0.175%
-
</TABLE>

Such facility fees shall accrue from and including the Closing Date to (but
excluding the Termination Date) and shall be payable on each March 31, June 30,
September 30 and December 31 and on the Termination Date.

(b) The Borrower shall pay to the Agent, for the account
and sole benefit of the Agent, such fees and other amounts at such times as set
forth in the Agent's Letter Agreement.

SECTION 2.08. Optional Termination or Reduction of
Commitments. The Borrower may, upon at least 3 Domestic Business Days' notice
to the Agent, terminate at any time, or proportionately reduce the Unused
Commitments from time to time by an aggregate amount of at least $5,000,000 or
any larger multiple of $1,000,000. If the Commitments are terminated in their
entirety, all accrued but unpaid interest and fees thereon, if any, shall be
due and payable on the effective date of such termination.

SECTION 2.09. Mandatory Reduction and Termination of
Commitments. The Commitments shall terminate on the Termination Date and any
Loans then outstanding, together with all accrued

32
<PAGE> 40

but unpaid interest and fees thereon, if any, shall be due and payable on such
date.

SECTION 2.10. Optional Prepayments. (a) The Borrower may,
upon at least 1 Domestic Business Days' notice to the Agent, prepay any Base
Rate Borrowing in whole at any time, or from time to time in part in amounts
aggregating at least (i) in the case of Syndicated Loans which are Base Rate
Loans, $2,000,000 or any larger multiple of $1,000,000, (ii) in the case of
Syndicated Loans which are Fixed Rate Loans, $5,000,000 or any larger multiple
of $1,000,000, and (iii) in the case of Swing Loans, $100,000, in each case by
paying the principal amount to be prepaid together with accrued interest
thereon to the date of prepayment, and, in the case of Fixed Rate Loans, any
amounts payable pursuant to Section 8.05(a) as a result of such prepayment.
Each such optional prepayment shall be applied to prepay ratably the Base Rate
Loans or Fixed Rate Loans, as applicable, of the several Banks, or of Wachovia,
in the case of Swing Loans, included in such Borrowing.

(b) Upon receipt of a notice of prepayment pursuant to
this Section 2.10, the Agent shall promptly notify each Bank of the contents
thereof and of such Bank's ratable share of such prepayment and such notice,
once received by the Agent, shall not thereafter be revocable by the Borrower.

SECTION 2.11. Mandatory Prepayments. (a) On each date on
which the Commitments are reduced pursuant to Section 2.08 or Section 2.09, the
Borrower shall repay or prepay such principal amount of the outstanding Loans,
if any (together with interest accrued thereon and any amount due under Section
8.05(a)), as may be necessary so that after such payment the aggregate unpaid
principal amount of the Loans does not exceed the aggregate amount of the
Commitments as then reduced. All such prepayments shall be applied first to
the Syndicated Dollar Loan Notes and then to the Swing Loan Note.

(b) If the Agent determines at any time (either on its
own initiative or at the instance of any Bank) that the aggregate principal
amount of the Foreign Currency Loans outstanding (after converting each Foreign
Currency Loan to its Dollar Equivalent on the date of calculation) at any time
exceeds 100% of the aggregate Commitments less the outstanding aggregate amount
of all Syndicated Dollar Loans, then upon 5 Foreign Currency Business Days'
written notice from the Agent, the Borrower shall prepay an aggregate principal
amount of Foreign Currency Loans sufficient to bring the aggregate of the
Foreign Currency Loans outstanding within the Commitment less the outstanding
aggregate amount of all Syndicated Dollar Loans. Nothing in the foregoing

33
<PAGE> 41

shall require the Agent to make any such calculation unless expressly requested
to do so by the Required Banks.

(c) Each such payment or prepayment under paragraph (a) or (b)
above shall be applied ratably to the Loans of the Banks outstanding on the
date of payment or prepayment in the following order of priority:(i) first, to
Syndicated Loans which are Base Rate Loans; (ii) secondly, to Swing Loans which
are Base Rate Loans; (iii) thirdly, to Euro-Dollar Loans; (iv) fourthly, to
Syndicated Loans which are Foreign Currency Loans, (v) fifthly, to Swing Loans
which are Foreign Currency Loans and (vi) lastly, to Money Market Loans.

SECTION 2.12. General Provisions as to Payments. (a) The
Borrower shall make each payment of principal of, and interest on, the Loans
and of fees hereunder, not later than 11:00 A.M. (Atlanta, Georgia time) on the
date when due, in Federal or other funds (subject to paragraph (c) below with
respect to Foreign Currency Loans) immediately available in Atlanta, Georgia,
to the Agent at its address referred to in Section 9.01. The Agent will
promptly distribute to Wachovia each such payment received by the Agent on
account of the Swing Loans, and to each Bank its ratable share of each such
payment received by the Agent for the account of the Banks.

(b) Whenever any payment of principal of, or interest on,
the Domestic Loans or of fees hereunder shall be due on a day which is not a
Domestic Business Day, the date for payment thereof shall be extended to the
next succeeding Domestic Business Day. Whenever any payment of principal of or
interest on, the Euro-Dollar Loans or the Foreign Currency Loans shall be due
on a day which is not a Euro-Dollar Business Day or Foreign Currency Business
Day, as the case may be, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as
the case may be, unless such Euro-Dollar Business Day or Foreign Currency
Business Day, as the case may be, falls in another calendar month, in which
case the date for payment thereof shall be the next preceding Euro-Dollar
Business Day or Foreign Currency Business Day, as the case may be.

(c) All payments of principal and interest with respect
to Foreign Currency Loans shall be made in the Foreign Currency in which the
related Foreign Currency Loan was made.

(d) (i) All payments of principal, interest and fees and
all other amounts to be made by the Borrower pursuant to this Agreement with
respect to any Loan or fee relating thereto shall be paid without deduction
for, and free from, any tax, imposts, levies, duties, deductions, or
withholdings of any nature now or

34
<PAGE> 42

at anytime hereafter imposed by any governmental authority or by any taxing
authority thereof (except as permitted below) or therein excluding in the case
of each Bank, taxes imposed on or measured by its net income, and franchise
taxes imposed on it, by the jurisdiction under the laws of which such Bank is
organized or any political subdivision thereof and, in the case of each Bank,
taxes imposed on its income, and franchise taxes imposed on it, by the
jurisdiction of such Bank's applicable Lending Office or any political
subdivision thereof (all such non-excluded taxes, imposts, levies, duties,
deductions or withholdings of any nature being "Taxes"). In the event that the
Borrower is required by applicable law to make any such withholding or
deduction of Taxes with respect to any Loan or fee or other amount, the
Borrower shall pay such deduction or withholding to the applicable taxing
authority, shall promptly furnish to any Bank in respect of which such
deduction or withholding is made all receipts and other documents evidencing
such payment and shall pay to such Bank additional amounts as may be necessary
in order that the amount received by such Bank after the required withholding
or other payment shall equal the amount such Bank would have received had no
such withholding or other payment been made.

(ii) Each Bank which is organized outside the United
States shall so notify the Borrower thereof and shall also promptly notify the
Borrower of any change in its Lending Office and shall in each case deliver to
the Borrower such certificates, documents or other evidence, as required by the
Code or Treasury Regulations issued pursuant thereto, including Internal
Revenue Service Form 1001 or Form 4224, properly completed and duly executed by
such Bank establishing that such payment is (x) not subject to withholding
under the Code because such payment is effectively connected with the conduct
by such Bank of a trade or business in the United States or (y) totally exempt
from United States tax under a provision of an applicable tax treaty. Unless
the Borrower has received forms or other documents reasonably satisfactory to
it indicating that payments hereunder or under the Notes are not subject to
United States withholding tax or are subject to such at a rate reduced by an
applicable tax treaty, the Borrower shall withhold taxes from such payments at
the applicable statutory rate in the case of payments to or for any Bank
organized under the laws of a jurisdiction outside the United States.

(iii) The Borrower shall not be required to pay any
additional amounts to any Bank in respect of United States withholding tax
pursuant to Section 2.12(d)(i) if the obligation to pay such additional amounts
would not have arisen but for a failure by the Bank to comply with the
provisions of Section 2.12(d)(ii) above for any reason (including the failure
of the

35
<PAGE> 43

Bank to deliver the documents referred to above by reason of its inability to
qualify for total exemption from United States withholding or a change in
circumstances that renders the Bank unable to so qualify) other than (x) a
change in applicable law, regulation or official interpretation thereof or (y)
an amendment, modification or revocation of any applicable tax treaty or a
change in official position regarding the application or interpretation
thereof, in each case after the Closing Date (and in the case of a Transferee
(as defined in Section 9.08(d), after the date of assignment or transfer.

(iv) If, solely as a result of an event described in
clause (x) or (y) of Section 2.12(d)(iii) after the Closing Date (or, in the
case of a Transferee, after the date of assignment or transfer), a Bank (x) is
unable to provide to the Borrower a form otherwise required to be delivered by
it pursuant to Section 2.12(d)(ii), or (y) makes any payment or becomes liable
to make any payment on account of any Taxes with respect to payments by the
Borrower hereunder, the Borrower may, at its option, either (A) prepay the
portion of the Loans held by such Bank or (B) continue to make payments to such
Bank, under the terms of this Agreement and the applicable Notes, which
payments shall be made in accordance with Section 2.12(d)(i) above. If the
Borrower exercises its option under clause (B) of this Section 2.12(d)(iv), the
relevant Bank agrees to take such steps as reasonably may be available to it
under applicable tax laws and any applicable tax treaty or convention
(including, if legally available, furnishing such certificate) to obtain an
exemption from, or reduction (to the lowest applicable rate) of, such Taxes,
except to the extent that taking such a step would be materially
disadvantageous to such Bank.

(v) Any Bank claiming any additional amounts payable pursuant
to this Section 2.12 shall use reasonable efforts (consistent with legal and
regulatory restrictions) to file any certificate or document requested by the
Borrower or to change the jurisdiction of its applicable Lending Office if the
making of such a filing or change would avoid the need for or reduce the amount
of any such additional amounts which may be thereafter accrue and would not be
otherwise materially disadvantageous to such Bank.

(vi) In the event any Bank receives a refund of any Taxes paid
by the Borrower pursuant to this Section 2.12(d), it will pay to the Borrower
the amount of such refund promptly upon receipt thereof; provided, however, if
at any time thereafter it is required to return such refund, the Borrower shall
promptly repay to it the amount of such refund.

36
<PAGE> 44

(vii) Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower and
the Banks contained in this Section 2.12(d) shall be applicable with respect to
any Participant, Assignee or other Transferee, and any calculations required by
such provisions (x) shall be made based upon the circumstances of such
Participant, Assignee or other Transferee, and (y) constitute a continuing
agreement and shall survive the termination of this Agreement and the payment
in full or cancellation of the Notes.

SECTION 2.13. Computation of Interest and Fees. Interest on
Domestic Loans based on the Base Rate 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). Interest on Money Market Loans, Euro-Dollar
Loans and Foreign Currency Loans shall be computed on the basis of a year of
360 days (except for any Foreign Currency Loans outstanding in British pounds
sterling or in Canadian dollars, (or, if selected as a Foreign Currency
pursuant to clause (ii) of the definition of "Foreign Currency," in Australian
dollars, Belgian francs, Irish punts or New Zealand dollars), which shall be
computed on the basis of a year of 365 or 366 days, as the case may be) and
paid for the actual number of days elapsed, calculated as to each Interest
Period from and including the first day thereof to but excluding the last day
thereof. Facility fees and any other fees payable hereunder 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).

ARTICLE III

CONDITIONS TO BORROWINGS

SECTION 3.01. Conditions to First Borrowing. The obligation
of each Bank to make a Loan on the occasion of the first Borrowing is subject
to the satisfaction of the conditions set forth in Section 3.02 and receipt by
the Agent of the following (as to the documents described in paragraphs
(a),(c), (d) and (e) below (in sufficient number of counterparts for delivery
of a counterpart to each Bank and retention of one counterpart by the Agent):

(a) from each of the parties hereto of either (i) a duly
executed counterpart of this Agreement signed by such party or (ii) a
facsimile transmission of such executed counterpart with the original
to be sent to the Agent by overnight courier;

37
<PAGE> 45

(b) a duly executed Syndicated Dollar Loan Note, a duly
executed Syndicated Foreign Currency Loan Note and a duly executed
Money Market Loan Note for the account of each Bank, and a duly
executed Swing Loan Note for the account of Wachovia, in each case
complying with the provisions of Section 2.04;

(c) an opinion letter (together with any opinions of
local counsel relied on therein) of (i) Weil, Gotshal & Manges,
special counsel for the Borrower and the Guarantor, and (ii) Robert A.
Emken, Jr., Associate Counsel for the Borrower and the Guarantor, each
dated as of the Closing Date, substantially in the form of Exhibits
B-1 and B-2, respectively, and covering such additional matters
relating to the transactions contemplated hereby as the Agent or any
Bank may reasonably request;

(d) an opinion of Jones, Day, Reavis & Pogue, special
counsel for the Agent, dated as of the Closing Date, substantially in
the form of Exhibit C and covering such additional matters relating to
the transactions contemplated hereby as the Agent may reasonably
request;

(e) a certificate (the "Closing Certificate")
substantially in the form of Exhibit G), dated as of the Closing Date,
signed by a principal financial officer of the Borrower, to the effect
that (i) no Default has occurred and is continuing on the date of the
first Borrowing and (ii) with respect to the representations and
warranties of the Borrower contained in Article IV, (x) if they are
expressly qualified by materiality, they are true on and as of the
date of the first Borrowing hereunder, and (y) if they are not so
qualified, they are true in all material respects on and as of the
date of the first Borrowing hereunder;

(f) all documents which the Agent or any Bank may
reasonably request relating to the existence of the Borrower, the
corporate authority for and the validity of this Agreement, Notes, the
Guaranty and the Contribution Agreement, and any other matters
relevant hereto, all in form and substance satisfactory to the Agent,
including, without limitation, a certificate of the Borrower and each
Guarantor, signed by the Secretary or an Assistant Secretary of the
Borrower and each Guarantor, respectively, substantially in the form
of Exhibit J (the "Officer's Certificate"), certifying as to the
names, true signatures and incumbency of the officer or officers of
the Borrower or such Guarantor authorized to execute and deliver the
Loan Documents to which it is a party, and certified copies of the
following items: (i) the Borrower's and each Guarantor's

38
<PAGE> 46

Certificate of Incorporation, (ii) the Borrower's and each Guarantor's
Bylaws, (iii) certificates of the Secretary of State of the State of
Delaware as to the good standing of each of the Borrower and the
Guarantor as Delaware corporations, and (iv) the action taken by the
Board of Directors of the Borrower and each Guarantor authorizing the
Borrower's or such Guarantor's execution, delivery and performance of
this Agreement, the Notes and the other Loan Documents to which the
Borrower or such Guarantor is a party;

(g) counterparts of the Guaranty and the Contribution
Agreement, duly executed by each of the Guarantors;

(h) evidence satisfactory to the Agent of termination of the
Credit Agreement dated as of May 14, 1993, between the Borrower and
Wachovia; and

(i) receipt of any fees payable to the Agent on the Closing
Date pursuant to the Agent's Letter Agreement.

In addition, if the Borrower desires funding of a Fixed Rate Loan on the
Closing Date, the Agent shall have received, the requisite number of days prior
to the Closing Date, a funding indemnification letter satisfactory to it,
pursuant to which (i) the Agent and the Borrower shall have agreed upon the
interest rate, amount of Borrowing and Interest Period for such Fixed Rate
Loan, and (ii) the Borrower shall indemnify the Banks from any loss or expense
arising from the failure to close on the anticipated Closing Date identified in
such letter or the failure to borrow such Fixed Rate Loan on such date.

SECTION 3.02. Conditions to All Borrowings. The obligation of
each Bank to make a Syndicated Loan (or of Wachovia, to make a Swing Loan) on
the occasion of each Borrowing is subject to the satisfaction of the following
conditions:

(a) receipt by the Agent of a Notice of Borrowing or
notification pursuant to Section 2.03(e) of acceptance of one or more
Money Market Quotes, as applicable.

(b) the fact that, immediately before and after such
Borrowing, no Default shall have occurred and be continuing;

(c) the fact that, with respect to the representations
and warranties of the Borrower contained in Article IV, (x) if they
are expressly qualified by materiality, they are true on and as of the
date of such Borrowing, and (y) if they are not so qualified, they are
true in all material respects on and as of the date of such Borrowing;
and

39
<PAGE> 47

(d) the fact that, immediately after such Borrowing, the
conditions set forth in clauses (i) and (ii) of Section 2.01(a) shall
have been satisfied.

Each Syndicated Borrowing, each Swing Loan Borrowing and each Money Market
Borrowing hereunder shall be deemed to be a representation and warranty by the
Borrower on the date of such Borrowing as to the truth and accuracy of the
facts specified in paragraphs (b), (c) and (d) of this Section.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Borrower (and, as expressly stated, the Guarantors)
represents and warrants that:

SECTION 4.01. Corporate Existence and Power. The Borrower is
a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, is duly qualified to transact
business in every jurisdiction where the failure to be so qualified would
reasonably be expected to have or cause a Material Adverse Effect, and has all
corporate powers and all governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted, except where the
failure to have any of the foregoing would not reasonably be expected to have
or cause a Material Adverse Effect.

SECTION 4.02. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Borrower and
each Guarantor, respectively, of this Agreement, the Notes, the Guaranty, the
Contribution Agreement and the other Loan Documents to which they are parties
(i) are within the Borrower's and each Guarantor's corporate powers, (ii) have
been duly authorized by all necessary corporate action, (iii) require no action
by or in respect of or filing with, any governmental body, agency or official,
(iv) do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of incorporation or by-laws
of the Borrower or any Guarantor or of any agreement, judgment, injunction,
order, decree or other instrument binding upon the Borrower or any of its
Subsidiaries, and (v) do not result in the creation or imposition of any Lien
on any asset of the Borrower or any of its Subsidiaries.

SECTION 4.03. Binding Effect. Each of this Agreement, the
Guaranty and the Contribution Agreement constitutes a valid and binding
agreement of the Borrower and the Guarantors, as

40
<PAGE> 48

applicable, enforceable in accordance with its terms, and the Notes and the
other Loan Documents, when executed and delivered in accordance with this
Agreement, will constitute valid and binding obligations of the Borrower
enforceable in accordance with their respective terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting the enforceability of creditors' rights and remedies
generally, and subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and fair dealing
(regardless ow whether enforcement is sought in a proceeding at law or in
equity).

SECTION 4.04. Financial Information. (a) The consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries as of October
2, 1994 and the related consolidated statements of income, shareholders' equity
and cash flows for the Fiscal Year then ended, reported on by Arthur Andersen
LLP, copies of which have been delivered to each of the Banks, and the
unaudited consolidated financial statements of the Borrower for the interim
period ended July 2, 1995, copies of which have been delivered to each of the
Banks, fairly present, in conformity with GAAP, the consolidated financial
position of the Borrower and its Consolidated Subsidiaries as of such dates and
their consolidated results of operations and cash flows for such periods
stated.

(b) Since October 2, 1994, there has been no event, act,
condition or occurrence having a Material Adverse Effect.

SECTION 4.05. No Litigation. There is no action, suit or
proceeding pending, or to the knowledge of the Borrower or any Guarantor
overtly threatened, against the Borrower or any of its Subsidiaries before any
court or arbitrator or any governmental body, agency or official which could
have a Material Adverse Effect or which in any manner draws into question the
validity of or could impair the ability of the Borrower or any Guarantor to
perform its obligations under, this Agreement, the Notes, the Guaranty or the
Contribution Agreement, as applicable, or any of the other Loan Documents.

SECTION 4.06. Compliance with ERISA. (a) The Borrower and
each member of the Controlled Group have fulfilled their obligations under the
minimum funding standards of ERISA and the Code with respect to each Plan and
are in compliance in all material respects with the presently applicable
provisions of ERISA and the Code, and have not incurred any material liability
to the PBGC or a Plan under Title IV of ERISA that has not been satisfied in a
timely manner.

41
<PAGE> 49

(b) Neither the Borrower nor any member of the Controlled
Group has incurred any withdrawal liability with respect to any Multiemployer
Plan under Title IV of ERISA, and no such liability in an aggregate amount of
$3,000,000 or more is expected to be incurred.

SECTION 4.07. Compliance with Laws; Payment of Taxes. The
Borrower and its Subsidiaries are in compliance with all applicable laws,
regulations and similar requirements of governmental authorities, except where
the failure to so comply would have, or would reasonably be expected to have or
cause, a Material Adverse Effect. There have been filed on behalf of the
Borrower and its Subsidiaries all Federal, state and local income, excise,
property and other tax returns which are required to be filed by them and all
taxes due pursuant to such returns or pursuant to any assessment received by or
on behalf of the Borrower or any Subsidiary have been paid. The charges,
accruals and reserves on the books of the Borrower and its Subsidiaries in
respect of taxes or other governmental charges are, in the opinion of the
Borrower, adequate. United States income tax returns of the Borrower and its
Subsidiaries have been examined and closed through the Fiscal Year ended July
2, 1989.

SECTION 4.08. Subsidiaries. Each of the Borrower's
Subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation, is duly qualified
to transact business in every jurisdiction wherein the failure to be so
qualified would have, or would reasonably be expected to have or cause, a
Material Adverse Effect, and has all corporate powers and all governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted, except where the failure to have any of the
foregoing would not have, or would not reasonably be expected to have or cause,
a Material Adverse Effect. The Borrower has no Subsidiaries except for those
Subsidiaries listed on Schedule 4.08, as it may be supplemented from time to
time by the Borrower, which accurately sets forth each such Subsidiary's
complete name and jurisdiction of incorporation and indicates whether it is a
Significant Domestic Subsidiary.

SECTION 4.09. Investment Company Act. Neither the Borrower
nor any of its Subsidiaries is an "investment company" within the meaning of
the Investment Company Act of 1940, as amended.

SECTION 4.10. Public Utility Holding Company Act. Neither the
Borrower nor any of its Subsidiaries is a "holding company", or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding company" or of
a "subsidiary company"

42
<PAGE> 50

of a "holding company", as such terms are defined in the Public Utility Holding
Company Act of 1935, as amended.

SECTION 4.11. Ownership of Property; Liens. Each of the
Borrower and its Consolidated Subsidiaries has title to its properties
sufficient for the conduct of its business, and none of such property is
subject to any Lien except as permitted in Section 5.14.

SECTION 4.12. No Default. Neither the Borrower nor any of its
Consolidated Subsidiaries is in default under or with respect to any agreement,
instrument or undertaking to which it is a party or by which it or any of its
property is bound which could have or cause a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

SECTION 4.13. Full Disclosure. All written information
heretofore furnished by the Borrower to the Agent or any Bank for purposes of
or in connection with this Agreement or any transaction contemplated hereby is,
and all such written information hereafter furnished by the Borrower to the
Agent or any Bank will be, true, accurate and complete in every material
respect or based on reasonable estimates on the date as of which such
information is stated or certified. No responsible officer of the Borrower is
aware of any facts in existence as of the Closing Date which reasonably would
be expected to have or cause a Material Adverse Effect.

SECTION 4.14. Environmental Matters. (a) Neither the Borrower
nor any Subsidiary is subject to any Environmental Liability which could have
or cause a Material Adverse Effect and, except as disclosed on Schedule 4.14,
neither the Borrower nor any Subsidiary has been designated as a potentially
responsible party under CERCLA or under any state statute similar to CERCLA.
None of the Properties has been identified on any current or proposed (i)
National Priorities List under 40 C.F.R. Section 300, (ii) CERCLIS list or
(iii) any list arising from a state statute similar to CERCLA.

(b) No Hazardous Materials have been or are being used,
produced, manufactured, processed, treated, recycled, generated, stored,
disposed of, managed or otherwise handled at, or shipped or transported to or
from the Properties or are otherwise present at, on, in or under the
Properties, or, to the best of the knowledge of the Borrower, at or from any
adjacent site or facility, except for Hazardous Materials, such as cleaning
solvents, pesticides and other materials used, produced, manufactured,
processed, treated, recycled, generated, stored, disposed of, managed, or
otherwise handled in the ordinary course

43
<PAGE> 51

of business in material compliance with all applicable Environmental
Requirements.

(c) The Borrower, and each of its Subsidiaries and
Affiliates, has procured all Environmental Authorizations necessary for the
conduct of its business, and is in material compliance with all Environmental
Requirements in connection with the operation of the Properties and the
Borrower's, and each of its Subsidiary's and Affiliate's, respective
businesses.

SECTION 4.15. Capital Stock. To the best knowledge of the
Borrower, all Capital Stock, debentures, bonds, notes and all other securities
of the Borrower and its Subsidiaries presently issued and outstanding are
validly and properly issued in accordance with all applicable laws, including
but not limited to, the "Blue Sky" laws of all applicable states and the
federal securities laws. The issued shares of Capital Stock of the Borrower's
Wholly Owned Subsidiaries are owned by the Borrower free and clear of any Lien
or adverse claim. At least a majority of the issued shares of capital stock of
each of the Borrower's other Subsidiaries (other than Wholly Owned
Subsidiaries) is owned by the Borrower free and clear of any Lien or adverse
claim.

SECTION 4.16. Margin Stock. Neither the Borrower nor any of
its Subsidiaries is engaged principally, or as one of its important activities,
in the business of purchasing or carrying any Margin Stock, and no part of the
proceeds of any Loan will be used to purchase or carry any Margin Stock or to
extend credit to others for the purpose of purchasing or carrying any Margin
Stock, or be used for any purpose which violates, or which is inconsistent
with, the provisions of Regulation G, T, U or X.

SECTION 4.17. Insolvency. After giving effect to the
execution and delivery of the Loan Documents and the making of the Loans under
this Agreement: (i) the Borrower and the Guarantors will not (x) be
"insolvent," within the meaning of such term as used in O.C.G.A. Section
18-2-22 or as defined in Section 101 of the "Bankruptcy Code", or Section 2 of
either the "UFTA" or the "UFCA", or as defined or used in any "Other Applicable
Law" (as those terms are defined below), or (y) be unable to pay its debts
generally as such debts become due within the meaning of Section 548 of the
Bankruptcy Code, Section 4 of the UFTA or Section 6 of the UFCA, or (z) have an
unreasonably small capital to engage in any business or transaction, whether
current or contemplated, within the meaning of Section 548 of the Bankruptcy
Code, Section 4 of the UFTA or Section 5 of the UFCA; and (ii) the obligations
of the Borrower under the Loan Documents and with respect to the Loans will not
be rendered avoidable under any Other Applicable Law. For purposes of this
Section 4.17, "Bankruptcy Code" means

44
<PAGE> 52

Title 11 of the United States Code, "UFTA" means the Uniform Fraudulent
Transfer Act, "UFCA" means the Uniform Fraudulent Conveyance Act, and "Other
Applicable Law" means any other applicable state law pertaining to fraudulent
transfers or acts voidable by creditors, in each case as such law may be
amended from time to time.

SECTION 4.18. Insurance. The Borrower and each of its
Subsidiaries has (either in the name of the Borrower or in such Subsidiary's
own name), with financially sound and reputable insurance companies, insurance
in at least such amounts and against at least such risks (including on all its
property, and public liability and worker's compensation) as are usually
insured against in the same general area by companies of established repute
engaged in the same or similar business.

ARTICLE V

COVENANTS

The Borrower agrees that, so long as any Bank has any
Commitment hereunder or any amount payable hereunder or under any Note remains
unpaid:

SECTION 5.01. Information. The Borrower will deliver to each
of the Banks:

(a) as soon as available and in any event within 90 days
after the end of each Fiscal Year, a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of the end of such
Fiscal Year and the related consolidated statements of income,
shareholders' equity and cash flows for such Fiscal Year, setting
forth in each case in comparative form the figures for the previous
fiscal year, all certified by Arthur Andersen LLP or other independent
public accountants of nationally recognized standing, with such
certification to be unqualified, except for immaterial exceptions not
giving rise to qualification;

(b) as soon as available and in any event within 45 days
after the end of each of the first 3 Fiscal Quarters of each Fiscal
Year, a consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of such Fiscal Quarter and the
related statement of income and statement of cash flows for such
Fiscal Quarter and for the portion of the Fiscal Year ended at the end
of such Fiscal Quarter, setting forth in each case in comparative form
the figures for the corresponding Fiscal Quarter and the corresponding
portion of the previous Fiscal Year, all certified (subject to normal
year-end adjustments) as to

45
<PAGE> 53

fairness of presentation, GAAP and consistency by the chief financial
officer or the chief accounting officer of the Borrower;

(c) simultaneously with the delivery of each set of
financial statements referred to in paragraphs (a) and (b) above, a
certificate, substantially in the form of Exhibit F (a "Compliance
Certificate"), of the chief financial officer or the chief accounting
officer of the Borrower (i) setting forth in reasonable detail the
calculations required to establish whether the Borrower was in
compliance with the requirements of Sections 5.15 through 5.19,
inclusive, and 5.21 on the date of such financial statements and (ii)
stating whether any Default exists on the date of such certificate and,
if any Default then exists, setting forth the details thereof and the
action which the Borrower is taking or proposes to take with respect
thereto;

(d) simultaneously with the delivery of each set of
annual financial statements referred to in paragraph (a) above, a
statement of the firm of independent public accountants which reported
on such statements to the effect that nothing has come to their
attention to cause them to believe that any Default existed on the
date of such financial statements;

(e) within 5 Domestic Business Days after the Borrower
becomes aware of the occurrence of any Default, a certificate of the
chief financial officer or the chief accounting officer of the
Borrower setting forth the details thereof and the action which the
Borrower is taking or proposes to take with respect thereto;

(f) promptly upon the mailing thereof to the shareholders
of the Borrower generally, copies of all financial statements, reports
and proxy statements so mailed;

(g) promptly upon the filing thereof, copies of all
registration statements (other than the exhibits thereto and any
registration statements on Form S-8 or its equivalent) and annual,
quarterly or monthly reports which the Borrower shall have filed with
the Securities and Exchange Commission;

(h) if and when any member of the Controlled Group (i)
gives or is required to give notice to the PBGC of any "reportable
event" (as defined in Section 4043 of ERISA) with respect to any Plan
which might constitute grounds for a termination of such Plan under
Title IV of ERISA, or knows

46
<PAGE> 54

that the plan administrator of any Plan has given or is required to
give notice of any such reportable event, a copy of the notice of such
reportable event given or required to be given to the PBGC; (ii)
receives notice of complete or partial withdrawal liability under
Title IV of ERISA, a copy of such notice; or (iii) receives notice
from the PBGC under Title IV of ERISA of an intent to terminate or
appoint a trustee to administer any Plan, a copy of such notice; and

(i) from time to time such additional information
regarding the financial position or business of the Borrower and its
Subsidiaries as the Agent, at the request of any Bank, may reasonably
request.

SECTION 5.02. Inspection of Property, Books and Records. The
Borrower will (i) keep, and cause each Subsidiary to keep, proper books of
record and account in which full, true and correct entries in conformity with
GAAP shall be made of all dealings and transactions in relation to its business
and activities; and (ii) subject to Section 9.09, permit, and cause each
Subsidiary to permit, representatives of any Bank at such Bank's expense prior
to the occurrence of a Default and at the Borrower's expense after the
occurrence of a Default to visit and inspect any of their respective
properties, to examine and make abstracts from any of their respective books
and records and to discuss their respective affairs, finances and accounts with
their respective officers, employees and independent public accountants, and
the Borrower agrees to cooperate and assist in such visits and inspections, in
each case upon reasonable notice and at reasonable times; provided, that as to
inspections of books and records (but not as to visits with officers, employees
and independent public accountants), any such inspections prior to the
occurrence of a Default shall be coordinated through the Agent, and shall be
limited to no more than one such inspection for all Banks in any Fiscal
Quarter.

SECTION 5.03. Maintenance of Existence. Except as otherwise
permitted by Section 5.05, the Borrower shall, and shall cause each Subsidiary
to, maintain its corporate existence and carry on its business in substantially
the same manner and in substantially the same fields as such business is now
carried on and maintained.

SECTION 5.04. Dissolution. Neither the Borrower nor any of
its Subsidiaries shall suffer or permit dissolution or liquidation either in
whole or in part, except through corporate reorganization to the extent
permitted by Section 5.05.

SECTION 5.05. Consolidations, Mergers and Sales of Assets.
The Borrower will not, nor will it permit any Subsidiary

47
<PAGE> 55

to, consolidate or merge with or into, or sell, lease or otherwise transfer all
or any substantial part of its assets to, any other Person, or discontinue or
eliminate any business line or segment, provided that:

(a) the Borrower may merge with another Person if (i) such Person was
organized under the laws of the United States of America or one of its states,
(ii) the Borrower is the corporation surviving such merger and (iii)
immediately after giving effect to such merger, no Default shall have occurred
and be continuing;

(b) Subsidiaries of the Borrower may merge with (i) one another, or
(ii) so long as the Borrower is the surviving corporation, with the Borrower;
and

(c) the foregoing limitation on the sale, lease or other transfer of
assets and on the discontinuation or elimination of a business line or segment
shall not prohibit:

(1) during any Fiscal Quarter, a transfer of assets or the
discontinuance or elimination of a business line or segment (in a
single transaction or in a series of related transactions) unless the
aggregate assets to be so transferred or utilized in a business line
or segment to be discontinued, when combined with all other assets
transferred or utilized in a business line or segment to be
discontinued, in any Fiscal Year, either (x) constituted more than 10%
of Consolidated Total Assets measured as of the end of the immediately
preceding Fiscal Year, or (y) contributed more than 10% of
Consolidated Operating Income during the immediately preceding Fiscal
Year (disregarding any Fiscal Quarter in which there was an operating
loss, on a consolidated basis); provided, that, notwithstanding the
foregoing, in no event shall any disposition of assets pursuant to
this Section 5.05(c)(1) be permitted in the event that after such
disposition (x) Consolidated Total Assets shall be less than 90% of
Consolidated Total Assets measured as of October 2, 1995 or (y)
Consolidated Operating Income shall be less than 90% of Consolidated
Operating Income measured as of October 2, 1995, or

(2) the Borrower may sell accounts receivable under a
securitization program in an aggregate amount up to whichever is
applicable of (A) 20% of Consolidated Total Assets, if immediately
prior to the sale the Debt/Capital Ratio does not exceed 0.55 to 1.00,
or (B) 10% of Consolidated Total Assets, if immediately prior to the
sale the Debt/Capital Ratio exceeds 0.55 to 1.00.

48
<PAGE> 56

SECTION 5.06. Use of Proceeds. No portion of the proceeds of
the Loans will be used by the Borrower or any Subsidiary (i) in connection
with, whether directly or indirectly, any tender offer for, or other
acquisition of, stock of any corporation with a view towards obtaining control
of such other corporation, unless such tender offer or other acquisition is to
be made on a negotiated basis with the approval of the Board of Directors of
the Person to be acquired, and the provisions of Sections 5.15 and 5.16 would
not be violated, (ii) directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of purchasing or carrying any Margin Stock,
or (iii) for any purpose in violation of any applicable law or regulation.
Subject to the foregoing, the proceeds of the Loans may be used for general
corporate purposes and, subject to Sections 5.15 and 5.16, for acquisitions.

SECTION 5.07. Compliance with Laws; Payment of Taxes.
(a) The Borrower will, and will cause each of its Subsidiaries
and each member of the Controlled Group to, comply with applicable laws
(including but not limited to ERISA), regulations and similar requirements of
governmental authorities (including but not limited to PBGC), except (i) where
the necessity of such compliance is being contested in good faith through
appropriate proceedings diligently pursued or (ii) the failure to do so would
not have a Material Adverse Effect. The Borrower will, and will cause each of
its Subsidiaries to, pay promptly when due all taxes, assessments, governmental
charges, claims for labor, supplies, rent and other obligations which, if
unpaid, would become a lien against the property of the Borrower or any
Subsidiary, except liabilities being contested in good faith and against which,
if requested by the Agent, the Borrower will set up reserves in accordance with
GAAP.

(b) The Borrower shall not permit the aggregate complete or
partial withdrawal liability under Title IV of ERISA with respect to
Multiemployer Plans incurred by the Borrower and members of the Controlled
Group to exceed $3,000,000 at any time. For purposes of this Section 5.07(b),
the amount of withdrawal liability of the Borrower and members of the
Controlled Group at any date shall be the aggregate present value of the amount
claimed to have been incurred less any portion thereof which the Borrower and
members of the Controlled Group have paid or as to which the Borrower
reasonably believes, after appropriate consideration of possible adjustments
arising under Sections 4219 and 4221 of ERISA, it and members of the Controlled
Group will have no liability, provided that the Borrower shall obtain prompt
written advice from independent actuarial consultants supporting such
determination. The Borrower agrees (i) once in each year, beginning with 1996
to request and obtain a current statement of the withdrawal liability of the
Borrower and members of the

49
<PAGE> 57

Controlled Group from each Multiemployer Plan, if any, and (ii) to transmit a
copy of such statement to the Agent and the Banks within fifteen (15) days
after the Borrower receives the same.

SECTION 5.08. Insurance. The Borrower will maintain, and will
cause each of its Subsidiaries to maintain (either in the name of the Borrower
or in such Subsidiary's own name), with financially sound and reputable
insurance companies, insurance on all its property in at least such amounts
and against at least such risks (including on all its property, and public
liability and worker's compensation) as are usually insured against in the same
general area by companies of established repute engaged in the same or similar
business.

SECTION 5.09. Change in Fiscal Year. The Borrower will not
change its Fiscal Year without the consent of the Required Banks.

SECTION 5.10. Maintenance of Property. The Borrower shall,
and shall cause each Subsidiary to, maintain all of its properties and assets
in good condition, repair and working order, ordinary wear and tear excepted.

SECTION 5.11. Environmental Notices. The Borrower shall
furnish to the Banks and the Agent prompt written notice of all material
Environmental Liabilities, pending or, to the best knowledge of the Borrower,
overtly threatened Environmental Proceedings, Environmental Notices,
Environmental Judgments and Orders, and Environmental Releases at, on, in,
under or in any way affecting in any material manner the Properties or any
adjacent property, and all facts, events, or conditions that could reasonably
be expected to lead to any of the foregoing.

SECTION 5.12. Environmental Matters. The Borrower and its
Subsidiaries will not, and will not permit any Third Party to, use, produce,
manufacture, process, treat, recycle, generate, store, dispose of, manage at,
or otherwise handle, or ship or transport to or from the Properties any
Hazardous Materials except for Hazardous Materials such as cleaning solvents,
pesticides and other similar materials used, produced, manufactured, processed,
treated, recycled, generated, stored, disposed, managed, or otherwise handled
in the ordinary course of business in material compliance with all applicable
Environmental Requirements.

SECTION 5.13. Environmental Release. The Borrower agrees that
upon the occurrence of an Environmental Release at or on any of the Properties
it will act immediately to investigate the extent of, and to the extent
necessary to satisfy any Environmental Requirements or the demand of any
Environmental

50
<PAGE> 58

Authority, take appropriate remedial action to eliminate, such Environmental
Release.

SECTION 5.14. Transactions with Affiliates. Neither the
Borrower nor any of its Subsidiaries shall enter into any transaction with any
Affiliate of the Borrower or such Subsidiary (which Affiliate is not the
Borrower or a Wholly Owned Subsidiary), except as permitted by law and pursuant
to reasonable terms which are no less favorable to the Borrower or such
Subsidiary than would be obtained in a comparable arm's length transaction with
a Person which is not an Affiliate or in the ordinary course of business as
conducted as of August 1, 1995, and except for transactions contemplated by (i)
the Rights Agreement dated as of August 23, 1990, between the Borrower and
Wachovia, (ii) the Stockholders' Agreement dated as of June 22, 1990, as
amended, among the Borrower, Maurice Fishman, George Greenberg and Charles
Hayes, or (iii) the Stockholders' Agreement dated as of April 30, 1991, among
the Borrower, Maurice Fishman and Charles Hayes, as amended.

SECTION 5.15. Loans or Advances. Neither the Borrower nor any
of its Subsidiaries shall make loans or advances to any Person except as
permitted by Section 5.16 and except: (i) loans or advances to employees not
exceeding $1,000,000 in the aggregate principal amount outstanding at any time,
in each case made in the ordinary course of business and consistent with
practices existing on July 2, 1995; (ii) deposits required by landlords,
government agencies or public utilities; (iii) loans or advances to Guarantors;
and (iv) other loans or advances in an aggregate outstanding amount which,
together with Investments permitted by clause (viii) of Section 5.16, do not
exceed 10% of Consolidated Tangible Net Worth; provided that after giving
effect to the making of any loans or advances permitted by clause (iv) of this
Section, if there are any Loans outstanding at that time, no Default shall be
in existence or be created thereby.

SECTION 5.16. Investments. Neither the Borrower nor any of
its Subsidiaries shall make Investments in any Person except as permitted by
Section 5.15 and except (i) Investments in direct obligations of the United
States Government maturing within one year, (ii) Investments in certificates of
deposit issued by a commercial bank whose credit is satisfactory to the Agent,
(iii) Investments is commercial paper rated A1 or the equivalent thereof by
Standard & Poor's Rating Group, a division of McGraw-Hill, Inc. or P1 or the
equivalent thereof by Moody's Investors Service, Inc. and in either case
maturing within 6 months after the date of acquisition, (iv) Investments in
tender bonds the payment of the principal of and interest on which is fully
supported by a letter of credit issued by a United States bank whose long-term
certificates of deposit are rated at least

51
<PAGE> 59

AA or the equivalent thereof by Standard & Poor's Corporation and Aa or the
equivalent thereof by Moody's Investors Service, Inc., (v) Investments in
Guarantors, (vi) Investments consisting of acquisitions of stock or assets of
any Person which is in the same or a similar line of business to that of the
Borrower (including, without limitation, manufacturing, sales, marketing,
distribution or other activities relating to components or end-products used or
produced in the textile, fabric, garment or apparel industries) and which, as a
result of such acquisition, becomes a Subsidiary, (vii) Investments in Persons
which are not Subsidiaries of the Borrower and which are in the same or a
similar line of business to that of the Borrower (including those lines of
business described in clause (vi) above) in an aggregate amount not to exceed
10% of Consolidated Total Assets and (viii) other Investments in an aggregate
which, together with loans and advances permitted by clause (iv) of Section
5.15, do not exceed 10% of Consolidated Tangible Net Worth; provided that after
giving effect to the making of any Investments permitted by clauses (vi) or
(vii) of this Section, if there are any Loans outstanding at that time, no
Default shall be in existence or be created thereby.

SECTION 5.17. Negative Pledge. Neither the Borrower nor any
Consolidated Subsidiary will create, assume or suffer to exist any Lien on any
asset now owned or hereafter acquired by it, except:

(a) Liens existing on the date of this Agreement securing
Debt outstanding on the date of this Agreement in an aggregate
principal amount not exceeding $200,000;

(b) any Lien existing on any specific fixed asset of any
corporation at the time such corporation becomes a Consolidated
Subsidiary and not created in contemplation of such event;

(c) any Lien on any specific fixed asset securing Debt
incurred or assumed for the purpose of financing all or any part of
the cost of acquiring or constructing such asset, provided that such
Lien attaches to such asset concurrently with or within 18 months
after the acquisition or completion of construction thereof;

(d) any Lien on any specific fixed asset of any
corporation existing at the time such corporation is merged or
consolidated with or into the Borrower or a Consolidated Subsidiary
and not created in contemplation of such event;

(e) any Lien existing on any specific fixed asset prior
to the acquisition thereof by the Borrower or a

52
<PAGE> 60

Consolidated Subsidiary and not created in contemplation of such
acquisition;

(f) Liens securing Debt owing by any Subsidiary to the
Borrower;

(g) any Lien arising out of the refinancing, extension,
renewal or refunding of any Debt secured by any Lien permitted by any
of the foregoing paragraphs of this Section, provided that (i) such
Debt is not secured by any additional assets, and (ii) the amount of
such Debt secured by any such Lien is not increased;

(h) Liens incidental to the conduct of its business or
the ownership of its assets which (i) do not secure Debt and (ii) do
not in the aggregate materially detract from the value of its assets
or materially impair the use thereof in the operation of its business;

(i) any Lien on Margin Stock; and

(j) Liens not otherwise permitted by the foregoing
paragraphs of this Section securing Debt (other than indebtedness
represented by the Notes) in an aggregate principal amount at any time
outstanding not to exceed 10% of Consolidated Tangible Net Worth.

SECTION 5.18. Debt/Capital Ratio. The Debt/Capital Ratio will
not at any time exceed whichever is applicable of (i) 0.60 to 1.00, so long as
the aggregate amount of accounts sold as part of the securitization program
described in Section 5.05(c)(2) over the life of such program does not exceed
10% of Consolidated Total Assets, or (ii) 0.55 to 1.00, if the aggregate amount
of accounts sold as part of the securitization program described in Section
5.05(c)(2) over the life of such program exceeds 10% of the Consolidated Total
Assets in either case, calculated at the end of each Fiscal Quarter.

SECTION 5.19. Debt/Cash Flow Ratio. The Debt/Cash Flow Ratio
will not at any time exceed 5.0 to 1.00.

SECTION 5.20. Significant Domestic Subsidiaries to Become
Guarantors; Release of Guarantors to be Sold. (a) In the event any Subsidiary
(whether existing on the Closing Date or acquired or created thereafter) is or
becomes a Significant Domestic Subsidiary, then (i) within 10 Domestic Business
Days after the Borrower becomes aware that it is a Significant Domestic
Subsidiary, it must so notify the Agent, and (ii) within 10 Domestic Business
Days after giving such notice, such Significant Domestic Subsidiary must become
a Guarantor by (x)

53
<PAGE> 61

executing and delivering to the Agent a counterpart of the Guaranty and a
counterpart of the Contribution Agreement, thereby becoming a party to each of
them, (y) delivering to the Agent an opinion of counsel to such Subsidiary
substantially in the form of Exhibit B, but limited to such Significant
Domestic Subsidiary, and excluding paragraph 2 thereof, and (z) delivering to
the Agent documents pertaining to such Significant Domestic Subsidiary
reasonably requested by the Agent of the types described in paragraph (f) of
Section 3.01.

(b) In the case of any Guarantor the stock of which is to be sold,
such Guarantor may submit to the Agent a request for a release of its
obligations under the Guaranty, and such Guarantor shall be entitled to obtain
from the Agent a written release from the Guaranty, provided that it can
demonstrate to the reasonable satisfaction of the Agent that (A) the provisions
of Section 5.05 will not be breached by such sale, (B) all loans to such
Guarantor from the Borrower or any other Guarantor have been repaid in full,
(C) the net purchase price to be realized by the seller of such Guarantor for
such sale will be not less than 100% of the net book value of such seller's
Investment in such Guarantor, and (D) no Event of Default is in existence or
will be caused as a result of such sale, and upon obtaining such written
release, it shall no longer be a Guarantor for any purpose hereunder or under
the Guaranty.

SECTION 5.21 Debt of Significant Foreign Subsidiaries. No
Significant Foreign Subsidiary shall incur, create or permit to exist any Debt,
other than Debt to the Borrower permitted hereby, in an aggregate amount
outstanding at any time for all Significant Foreign Subsidiaries in excess of
10% of Consolidated Tangible Net Worth.

ARTICLE VI

DEFAULTS

SECTION 6.01. Events of Default. If one or more of the
following events ("Events of Default") shall have occurred and be continuing:

(a) the Borrower shall fail to pay when due any principal
of any Loan or shall fail to pay any interest on any Loan within 5
Domestic Business Days after such interest shall become due, or shall
fail to pay any fee or other amount payable hereunder within 5
Domestic Business Days after such fee or other amount becomes due; or

54
<PAGE> 62

(b) the Borrower shall fail to observe or perform any
covenant contained in Sections 5.02(ii), 5.03 to 5.06, inclusive, or
Sections 5.15 through 5.19, inclusive, or Section 5.21; or

(c) the Borrower shall fail to observe or perform any
covenant or agreement contained or incorporated by reference in this
Agreement (other than those covered by paragraph (a) or (b) above) and
such failure shall not have been cured within 30 days (or, in the case
of the covenant contained in Section 5.01(e), 5 Domestic Business
Days) after the earlier to occur of (i) written notice thereof has
been given to the Borrower by the Agent at the request of any Bank or
(ii) a responsible officer of the Borrower otherwise becomes aware of
any such failure; or

(d) any representation, warranty, certification or
statement made by the Borrower in Article IV of this Agreement or in
any certificate, financial statement or other document delivered
pursuant to this Agreement shall prove to have been incorrect or
misleading in any material respect when made (or deemed made); or

(e) the Borrower or any Subsidiary shall fail to make any
payment in respect of Debt in an aggregate amount outstanding in
excess of $5,000,000 (other than the Notes) when due or within any
applicable grace period; or

(f) any event or condition shall occur which results in the
acceleration of the maturity of Debt of the Borrower or any Subsidiary
in an aggregate amount outstanding in excess of $5,000,000 or the
termination of the commitments with respect to any such Debt
(including, without limitation, any required mandatory prepayment or
"put" of such Debt to the Borrower or any Subsidiary) or enables (or,
with the giving of notice or lapse of time or both, would enable) the
holders of such Debt or Commitment or any Person acting on such
holders' behalf to accelerate the maturity thereof or terminate any
such commitment (including, without limitation, any required mandatory
prepayment or "put" of such Debt to the Borrower or any Subsidiary);
or

(g) the Borrower or any Subsidiary shall commence a
voluntary case or other proceeding seeking liquidation, reorganization
or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of
its property, or shall consent to any such relief or to the
appointment of or

55
<PAGE> 63

taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment
for the benefit of creditors, or shall fail generally, or shall admit
in writing its inability, to pay its debts as they become due, or
shall take any corporate action to authorize any of the foregoing; or

(h) an involuntary case or other proceeding shall be
commenced against the Borrower or any Subsidiary seeking liquidation,
reorganization or other relief with respect to it or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of
its property, and such involuntary case or other proceeding shall
remain undismissed and unstayed for a period of 60 days; or an order
for relief shall be entered against the Borrower or any Subsidiary
under the federal bankruptcy laws as now or hereafter in effect; or

(i) the Borrower or any member of the Controlled Group
shall fail to pay when due any material amount which it shall have
become liable to pay to the PBGC or to a Plan under Title IV of ERISA;
or notice of intent to terminate a Plan or Plans shall be filed under
Title IV of ERISA by the Borrower, any member of the Controlled Group,
any plan administrator or any combination of the foregoing which
results in a liability of the Borrower in an aggregate amount of
$3,000,000 or more; or the PBGC shall institute proceedings under
Title IV of ERISA to terminate or to cause a trustee to be appointed
to administer any such Plan or Plans or a proceeding shall be
instituted by a fiduciary of any such Plan or Plans to enforce Section
515 or 4219(c)(5) of ERISA and such proceeding shall not have been
dismissed within 30 days thereafter; or a condition shall exist by
reason of which the PBGC would be entitled to obtain a decree
adjudicating that any such Plan or Plans must be terminated which
results in a liability of the Borrower in an aggregate amount of
$3,000,000 or more; or

(j) one or more judgments or orders for the payment of
money in an aggregate amount in excess of $1,000,000 shall be rendered
against the Borrower or any Subsidiary and such judgment or order
shall continue unsatisfied and unstayed for a period of 30 days; or

(k) a federal tax lien shall be filed against the
Borrower or any Subsidiary under Section 6323 of the Code or a lien of
the PBGC shall be filed against the Borrower or any Subsidiary under
Section 4068 of ERISA and in either

56
<PAGE> 64

case such lien shall remain undischarged for a period of 25 days after
the date of filing; or

(l) (i) any Person or two or more Persons acting in concert
shall have acquired beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934) of 20% or more of the outstanding shares of the
voting stock of the Borrower; or (ii) as of any date a majority of the
Board of Directors of the Borrower consists of individuals who were
not either (A) directors of the Borrower as of the corresponding date
of the previous year, (B) selected or nominated to become directors by
the Board of Directors of the Borrower of which a majority consisted
of individuals described in clause (A), or (C) selected or nominated
to become directors by the Board of Directors of the Borrower of which
a majority consisted of individuals described in clause (A) and
individuals described in clause (B);

then, and in every such event, (i) the Agent shall, if requested by the
Required Banks, by notice to the Borrower terminate the Commitments and they
(and the commitment of Wachovia to make any Swing Loan) shall thereupon
terminate, (ii) any Bank may terminate its obligation to fund a Money Market
Loan in connection with any relevant Money Market Quote, and (iii) the Agent
shall, if requested by the Required Banks, by notice to the Borrower declare
the Notes (together with accrued interest thereon), and all other amounts
payable hereunder and under the other Loan Documents, to be, and the Notes,
including the Swing Loan Note (together with accrued interest thereon(, and all
other amounts payable hereunder and under the other Loan Documents shall
thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower together with accrued and unpaid interest which, if elected by the
Required Banks pursuant to Section 2.06(g), shall be at the Default Rate
accruing on the principal amount thereof from and after the date of such Event
of Default; provided that if any Event of Default specified in paragraph (g) or
(h) above occurs with respect to the Borrower, without any notice to the
Borrower or any other act by the Agent or the Banks, the Commitments shall
thereupon terminate and the Notes (together with accrued interest thereon) and
all other amounts payable hereunder and under the other Loan Documents shall
automatically and without notice become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower together with accrued and unpaid interest
thereon, which, if elected by the Required Banks pursuant to Section 2.06(g),
shall be at the Default Rate accruing on the principal amount thereof from and
after the date of such Event of Default. Notwithstanding the

57
<PAGE> 65

foregoing, the Agent shall have available to it all other remedies at law or
equity, and shall exercise any one or all of them at the request of the
Required Banks.

SECTION 6.02. Notice of Default. The Agent shall give notice
to the Borrower of any Default under Section 6.01(c) promptly upon being
requested to do so by any Bank and shall thereupon notify all the Banks
thereof.

ARTICLE VII

THE AGENT

SECTION 7.01. Appointment; Powers and Immunities. Each Bank
hereby irrevocably appoints and authorizes the Agent to act as its agent
hereunder and under the other Loan Documents with such powers as are
specifically delegated to the Agent by the terms hereof and thereof, together
with such other powers as are reasonably incidental thereto. The Agent: (a)
shall have no duties or responsibilities except as expressly set forth in this
Agreement and the other Loan Documents, and shall not by reason of this
Agreement or any other Loan Document be a trustee for any Bank; (b) shall not
be responsible to the Banks for any recitals, statements, representations or
warranties contained in this Agreement or any other Loan Document, or in any
certificate or other document referred to or provided for in, or received by
any Bank under, this Agreement or any other Loan Document, or for the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document or any other document referred to or provided for
herein or therein or for any failure by the Borrower to perform any of its
obligations hereunder or thereunder; (c) shall not be required to initiate or
conduct any litigation or collection proceedings hereunder or under any other
Loan Document except to the extent requested by the Required Banks, and then
only on terms and conditions satisfactory to the Agent, and (d) shall not be
responsible for any action taken or omitted to be taken by it hereunder or
under any other Loan Document or any other document or instrument referred to
or provided for herein or therein or in connection herewith or therewith,
except for its own gross negligence or wilful misconduct. The Agent may employ
agents and attorneys-in-fact and shall not be responsible for the negligence or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The provisions of this Article VII are solely for the benefit
of the Agent and the Banks, and the Borrower shall not have any rights as a
third party beneficiary of any of the provisions hereof. In performing its
functions and duties under this Agreement and under the other Loan Documents,
the Agent shall act solely as agent of the Banks and does not

58
<PAGE> 66

assume and shall not be deemed to have assumed any obligation towards or
relationship of agency or trust with or for the Borrower. The duties of the
Agent shall be ministerial and administrative in nature, and the Agent shall
not have by reason of this Agreement or any other Loan Document a fiduciary
relationship in respect of any Bank.

SECTION 7.02. Reliance by Agent. The Agent shall be entitled
to rely upon any certification, notice or other communication (including any
thereof by telephone, telecopier, telegram or cable) believed by it to be
genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants or other experts selected by the Agent. As to any
matters not expressly provided for by this Agreement or any other Loan
Document, the Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder and thereunder in accordance with
instructions signed by the Required Banks, and such instructions of the
Required Banks in any action taken or failure to act pursuant thereto shall be
binding on all of the Banks.

SECTION 7.03. Defaults. The Agent shall not be deemed to have
knowledge of the occurrence of a Default or an Event of Default (other than the
nonpayment of principal of or interest on the Loans) unless the Agent has
received notice from a Bank or the Borrower specifying such Default or Event of
Default and stating that such notice is a "Notice of Default". In the event
that the Agent receives such a notice of the occurrence of a Default or an
Event of Default, the Agent shall give prompt notice thereof to the Banks. The
Agent shall give each Bank prompt notice of each nonpayment of principal of or
interest on the Loans whether or not it has received any notice of the
occurrence of such nonpayment. The Agent shall (subject to Section 9.06) take
such action hereunder with respect to such Default or Event of Default as shall
be directed by the Required Banks, provided that, unless and until the Agent
shall have received such directions, the Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interests of
the Banks.

SECTION 7.04. Rights of Agent as a Bank and its Affiliates.
With respect to the Loans made by the Agent and any Affiliate of the Agent in
its capacity as a Bank hereunder, the Agent in its capacity as a Bank hereunder
and any Affiliate of the Agent shall have the same rights and powers hereunder
as any other Bank and may exercise the same as though it were not acting as the
Agent, and the term "Bank" or "Banks" shall, unless the context otherwise
indicates, include Wachovia in its individual

59
<PAGE> 67

capacity and any Affiliate of the Agent in its individual capacity. The Agent
and any Affiliate of the Agent may (without having to account therefor to any
Bank) accept deposits from, lend money to and generally engage in any kind of
banking, trust or other business with the Borrower (and any of the Borrower's
Affiliates) as if the Bank were not acting as the Agent, and the Agent and any
Affiliate of the Agent may accept fees and other consideration from the
Borrower (in addition to any agency fees and arrangement fees heretofore agreed
to between the Borrower and the Agent) for services in connection with this
Agreement or any other Loan Document or otherwise without having to account for
the same to the Banks.

SECTION 7.05. Indemnification. Each Bank severally agrees to
indemnify the Agent, to the extent the Agent shall not have been reimbursed by
the Borrower, ratably in accordance with its Commitment, for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including, without limitation, counsel fees and
disbursements) or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Agent in any way relating to or
arising out of this Agreement or any other Loan Document or any other documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby (excluding, unless an Event of Default has
occurred and is continuing, the normal administrative costs and expenses
incident to the performance of its agency duties hereunder) or the enforcement
of any of the terms hereof or thereof or any such other documents; provided,
however that no Bank shall be liable for any of the foregoing to the extent
they arise from the gross negligence or wilful misconduct of the Agent. If any
indemnity furnished to the Agent for any purpose shall, in the opinion of the
Agent, be insufficient or become impaired, the Agent may call for additional
indemnity and cease, or not commence, to do the acts indemnified against until
such additional indemnity is furnished.

SECTION 7.06 CONSEQUENTIAL DAMAGES. THE AGENT SHALL NOT BE
RESPONSIBLE OR LIABLE TO ANY BANK, THE BORROWER OR ANY OTHER PERSON OR ENTITY
FOR ANY PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A
RESULT OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.

SECTION 7.07. Payee of Note Treated as Owner. The Agent may
deem and treat the payee of any Note as the owner thereof for all purposes
hereof unless and until a written notice of the assignment or transfer thereof
shall have been filed with the Agent and the provisions of Section 9.08(c) have
been satisfied. Any requests, authority or consent of any Person who

60
<PAGE> 68

at the time of making such request or giving such authority or consent is the
holder of any Note shall be conclusive and binding on any subsequent holder,
transferee or assignee of that Note or of any Note or Notes issued in exchange
therefor or replacement thereof.

SECTION 7.08. Nonreliance on Agent and Other Banks. Each Bank
agrees that it has, independently and without reliance on the Agent or any
other Bank, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Borrower and decision to enter
into this Agreement and that it will, independently and without reliance upon
the Agent or any other Bank, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under this Agreement or any of the
other Loan Documents. The Agent shall not be required to keep itself (or any
Bank) informed as to the performance or observance by the Borrower of this
Agreement or any of the other Loan Documents or any other document referred to
or provided for herein or therein or to inspect the properties or books of the
Borrower or any other Person. Except for notices, reports and other documents
and information expressly required to be furnished to the Banks by the Agent
hereunder or under the other Loan Documents, the Agent shall not have any duty
or responsibility to provide any Bank with any credit or other information
concerning the affairs, financial condition or business of the Borrower or any
other Person (or any of their Affiliates) which may come into the possession of
the Agent.

SECTION 7.09. Failure to Act. Except for action expressly
required of the Agent hereunder or under the other Loan Documents, the Agent
shall in all cases be fully justified in failing or refusing to act hereunder
and thereunder unless it shall receive further assurances to its satisfaction
by the Banks of their indemnification obligations under Section 7.05 against
any and all liability and expense which may be incurred by the Agent by reason
of taking, continuing to take, or failing to take any such action.

SECTION 7.09. Resignation or Removal of Agent. Subject to the
appointment and acceptance of a successor Agent as provided below, the Agent
may resign at any time by giving notice thereof to the Banks and the Borrower
and the Agent may be removed at any time with or without cause by the Required
Banks. Upon any such resignation or removal, the Required Banks shall have the
right to appoint a successor Agent. If no successor Agent shall have been so
appointed by the Required Banks and shall have accepted such appointment within
30 days after the retiring Agent's notice of resignation or the Required Banks'

61
<PAGE> 69

removal of the retiring Agent, then the retiring Agent may, on behalf of the
Banks, appoint a successor Agent. Any successor Agent shall be a bank which
has a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Agent's resignation or removal hereunder as Agent, the provisions of
this Article VII shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as the Agent
hereunder.

ARTICLE VIII

CHANGE IN CIRCUMSTANCES; COMPENSATION

SECTION 8.01. Basis for Determining Interest Rate Inadequate
or Unfair. If on or prior to the first day of any Interest Period:

(a) the Agent determines that deposits in Dollars (in the
applicable amounts) are not being offered in the relevant market for
such Interest Period, or

(b) the Required Banks advise the Agent that the London
Interbank Offered Rate or IBOR, as the case may be, as determined by
the Agent will not adequately and fairly reflect the cost to such
Banks of funding the relevant type of Fixed Rate Loans for such
Interest Period,

the Agent shall forthwith give notice thereof to the Borrower and the Banks,
whereupon until the Agent notifies the Borrower that the circumstances giving
rise to such suspension no longer exist, the obligations of the Banks to make
the type of Fixed Rate Loans specified in such notice shall be suspended.
Unless the Borrower notifies the Agent at least 2 Domestic Business Days before
the date of any Borrowing of such type of Fixed Rate Loans for which a Notice
of Borrowing has previously been given that it elects not to borrow on such
date, such Borrowing shall instead be made as a Base Rate Borrowing.

SECTION 8.02. Illegality. If, after the date hereof, the
adoption of any applicable law, rule or regulation, or any change therein or
any existing or future law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof (any

62
<PAGE> 70

such agency being referred to as an "Authority" and any such event being
referred to as a "Change of Law"), or compliance by any Bank (or its Lending
Office) with any request or directive (whether or not having the force of law)
of any Authority shall make it unlawful or impossible for any Bank (or its
Lending Office) to make, maintain or fund its Euro-Dollar Loans or Foreign
Currency Loans and such Bank shall so notify the Agent, the Agent shall
forthwith give notice thereof to the other Banks and the Borrower, whereupon
until such Bank notifies the Borrower and the Agent that the circumstances
giving rise to such suspension no longer exist, the obligation of such Bank to
make Euro-Dollar Loans or Foreign Currency Loans, as the case may be, shall be
suspended. Before giving any notice to the Agent pursuant to this Section,
such Bank shall designate a different Lending Office if such designation will
avoid the need for giving such notice and will not, in the judgment of such
Bank, be otherwise disadvantageous to such Bank. If such Bank shall determine
that it may not lawfully continue to maintain and fund any of its outstanding
Euro-Dollar Loans or Foreign Currency Loans, as the case may be, to maturity
and shall so specify in such notice, the Borrower shall immediately prepay in
full the then outstanding principal amount of each Euro-Dollar Loan or Foreign
Currency Loans, as the case may be, of such Bank, together with accrued
interest thereon and any amount due such Bank pursuant to Section 8.05(a).
Concurrently with prepaying each such Euro-Dollar Loan or Foreign Currency
Loans, as the case may be, the Borrower shall borrow a Base Rate Loan in an
equal principal amount from such Bank (on which interest and principal shall be
payable contemporaneously with the related Euro-Dollar Loans or Foreign
Currency Loans, as the case may be, of the other Banks), and such Bank shall
make such a Base Rate Loan.

SECTION 8.03. Increased Cost and Reduced Return. (a) If after
the date hereof, a Change of Law or compliance by any Bank (or its Lending
Office) with any request or directive (whether or not having the force of law)
of any Authority:

(i) shall impose, modify or deem applicable any reserve,
special deposit or similar requirement (including, without limitation,
any such requirement imposed by the Board of Governors of the Federal
Reserve System, but excluding (A) with respect to any Euro-Dollar Loan
any such requirement included in an applicable Euro-Dollar Reserve
Percentage and (B) with respect to any Foreign Currency Loan any such
requirement included in the applicable Adjusted IBOR Rate) against
assets of, deposits with or for the account of, or credit extended by,
any Bank (or its Lending Office); or

63
<PAGE> 71

(ii) shall impose on any Bank (or its Lending Office) or on
the United States market for certificates of deposit or the London
interbank market any other condition affecting its Fixed Rate Loans,
its Notes or its obligation to make Fixed Rate Loans;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce
the amount of any sum received or receivable by such Bank (or its Lending
Office) under this Agreement or under its Notes with respect thereto, by an
amount deemed by such Bank to be material, then, within 15 days after demand by
such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such
additional amount or amounts as will compensate such Bank for such increased
cost or reduction.

(b) If any Bank shall have determined that after the date
hereof the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change in the interpretation or
administration thereof, or compliance by any Bank (or its Lending Office) with
any request or directive regarding capital adequacy (whether or not having the
force of law) of any Authority, has or would have the effect of reducing the
rate of return on such Bank's capital as a consequence of its obligations
hereunder to a level below that which such Bank could have achieved but for
such adoption, change or compliance (taking into consideration such Bank's
policies with respect to capital adequacy) by an amount deemed by such Bank to
be material, then from time to time, within 15 days after demand by such Bank,
the Borrower shall pay to such Bank such additional amount or amounts as will
compensate such Bank for such reduction.

(c) Each Bank will promptly notify the Borrower and the
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Bank to compensation pursuant to this Section and will
designate a different Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment
of such Bank, be otherwise disadvantageous to such Bank. A certificate of any
Bank claiming compensation under this Section and setting forth the additional
amount or amounts to be paid to it hereunder shall be conclusive in the
absence of manifest error. In determining such amount, such Bank may use any
reasonable averaging and attribution methods.

(d) The provisions of this Section 8.03 (i) shall be
applicable with respect to any Participant, Assignee or other Transferee, and
any calculations required by such provisions shall be made based upon the
circumstances of such Participant,

64
<PAGE> 72

Assignee or other Transferee and (ii) shall constitute a continuing agreement
and shall survive the termination of this Agreement and the payment in full or
cancellation of the Notes.

SECTION 8.04. Base Rate Loans or Other Fixed Rate Loans
Substituted for Affected Fixed Rate Loans. If (i) the obligation of any Bank
to make or maintain any type of Fixed Rate Loans has been suspended pursuant to
Section 8.02 or (ii) any Bank has demanded compensation under Section 8.03, and
the Borrower shall, by at least 5 Euro-Dollar Business Days' or Foreign
Currency Business Days, as applicable, prior notice to such Bank through the
Agent, have elected that the provisions of this Section shall apply to such
Bank, then, unless and until such Bank notifies the Borrower that the
circumstances giving rise to such suspension or demand for compensation no
longer apply:

(a) all Loans which would otherwise be made by such Bank
as Euro-Dollar Loans or Foreign Currency Loans, as the case may be,
shall be made instead either (A) as Base Rate Loans, (B) if such
suspension or demand for compensation relates to Euro-Dollar Loans,
but not Foreign Currency Loans, as Foreign Currency Loans, or (C) if
such demand for compensation relates to Foreign Currency Loans, but
not Euro-Dollar Loans, as Euro-Dollar Loans, as the Borrower may elect
in the notice to such Bank through the Agent referred to hereinabove
(in all cases interest and principal on such Loans shall be payable
contemporaneously with the related Fixed Rate Loans of the other
Banks), and

(b) after each of Euro-Dollar Loans or Foreign Currency
Loans, as the case may be, has been repaid, all payments of principal
which would otherwise be applied to repay such Fixed Rate Loans shall
be applied to repay its Base Rate Loans instead.

SECTION 8.05. Compensation. Upon the request of any Bank,
delivered to the Borrower and the Agent, the Borrower shall pay to such Bank
such amount or amounts as shall compensate such Bank for any loss, cost or
expense incurred by such Bank as a result of:

(a) any payment or prepayment (pursuant to Section 2.10,
2.11, 6.01, 8.02 or otherwise) of a Fixed Rate Loan on a date other than the
last day of an Interest Period for such Fixed Rate Loan; or

(b) any failure by the Borrower to borrow a Fixed Rate
Loan on the date for the Fixed Rate Borrowing of which such Fixed Rate Loan is
a part specified in the applicable Notice of

65
<PAGE> 73

Borrowing delivered pursuant to Section 2.02 or notification of acceptance of
Money Market Quotes pursuant to Section 2.03(e); or

such compensation to include, without limitation, as applicable: (A) an amount
equal to the excess, if any, of (x) the amount of interest which would have
accrued on the amount so paid or prepaid or not prepaid or borrowed for the
period from the date of such payment, prepayment or failure to prepay or borrow
to the last day of the then current Interest Period for such Fixed Rate Loan
(or, in the case of a failure to prepay or borrow, the Interest Period for such
Fixed Rate Loan which would have commenced on the date of such failure to
prepay or borrow) at the applicable rate of interest for such Fixed Rate Loan
provided for herein over (y) the amount of interest (as reasonably determined
by such Bank) such Bank would have paid on (i) deposits in Dollars of
comparable amounts having terms comparable to such period placed with it by
leading banks in the London interbank market (if such Fixed Rate Loan is a
Euro-Dollar Loan), or (ii) any deposit in a Foreign Currency of comparable
amounts having terms comparable to such period placed with it by lending banks
in the applicable interbank market for such Foreign Currency (if such Fixed
Rate Loan is a Foreign Currency Loan); or (B) any such loss, cost or expense
incurred by such Bank in liquidating or closing out any foreign currency
contract undertaken by such Bank in funding or maintaining such Fixed Rate Loan
(if such Fixed Rate Loan is a Foreign Currency Loan).

SECTION 8.06. Failure to Pay in Foreign Currency. If any Borrower
is unable for any reason to effect payment in a Foreign Currency as required by
this Agreement or if the Borrower shall default in the Foreign Currency, each
Bank may, through the Agent, require such payment to be made in Dollars in the
Dollar Equivalent amount of such payment. In any case in which the Borrower
shall make such payment in Dollars, the Borrower agrees to hold the Banks
harmless from any loss incurred by the Banks arising from any change in the
value of Dollars in relation to such Foreign Currency between the date such
payment became due and the date of payment thereof.

SECTION 8.07. Judgment Currency. If for the purpose of
obtaining judgment in any court or enforcing any such judgment it is necessary
to convert any amount due in any Foreign Currency into any other currency, the
rate of exchange used shall be the Agent's spot rate of exchange for the
purchase of the Foreign Currency with such other currency at the close of
business on the Foreign Currency Business Day preceding the date on which
judgment is given or any order for payment is made. The

66
<PAGE> 74

obligation of the Borrower in respect of any amount due from it hereunder
shall, notwithstanding any judgment or order for a liquidated sum or sums in
respect of amounts due hereunder or under any judgment or order in any other
currency or otherwise be discharged only to the extent that on the Foreign
Currency Business Day following receipt by the Agent of any payment in a
currency other than the relevant Foreign Currency the Agent is able (in
accordance with normal banking procedures) to purchase the relevant Foreign
Currency with such other currency. If the amount of the relevant Foreign
Currency that the Agent is able to purchase with such other currency is less
than the amount due in the relevant Foreign Currency, notwithstanding any
judgment or order, the Borrower shall indemnify the Banks for the shortfall.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telecopier or similar writing) and shall be given to such party at its address
or telecopier number set forth on the signature pages hereof or such other
address or telecopier number as such party may hereafter specify for the
purpose by notice to each other party. Each such notice, request or other
communication shall be effective (i) if given by telecopier, when such telecopy
is transmitted to the telecopier number specified in this Section and the
appropriate confirmation is received, (ii) if given by mail, 72 hours after
such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (iii) if given by any other means, when delivered at
the address specified in this Section; provided that notices to the Agent under
Article II or Article VIII shall not be effective until received.

SECTION 9.02. No Waivers. No failure or delay by the Agent or
any Bank in exercising any right, power or privilege hereunder or under any
Note or other Loan Document shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

SECTION 9.03. Expenses; Documentary Taxes. The Borrower shall
pay (i) all reasonable out-of-pocket expenses of the Agent, including
reasonable fees and disbursements of special counsel for the Banks and the
Agent, in connection with the preparation of this Agreement and the other Loan
Documents, any

67
<PAGE> 75

waiver or consent hereunder or thereunder or any amendment hereof or thereof or
any Default or alleged Default hereunder or thereunder and (ii) if an Event of
Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and
the Banks, including reasonable fees and disbursements of counsel, in
connection with such Event of Default and collection and other enforcement
proceedings resulting therefrom, including all reasonable out-of-pocket
expenses incurred in enforcing this Agreement and the other Loan Documents.
The Borrower shall indemnify the Agent and each Bank against any transfer
taxes, documentary taxes, assessments or charges made by any Authority by
reason of the execution and delivery of this Agreement or the other Loan
Documents.

SECTION 9.04. Indemnification. The Borrower shall indemnify
the Agent, the Banks and each Affiliate thereof and their respective directors,
officers, employees and agents from, and hold each of them harmless against,
any and all losses, liabilities, claims or damages to which any of them may
become subject, insofar as such losses, liabilities, claims or damages arise
out of or result from any actual or proposed use by the Borrower of the
proceeds of any extension of credit by any Bank hereunder or breach by the
Borrower of this Agreement or any other Loan Document or from any
investigation, litigation (including, without limitation, any actions taken by
the Agent or any of the Banks to enforce this Agreement or any of the other
Loan Documents) or other proceeding (including, without limitation, any
threatened investigation or proceeding) relating to the foregoing, and the
Borrower shall reimburse the Agent and each Bank, and each Affiliate thereof
and their respective directors, officers, employees and agents, upon demand for
any reasonable out-of-pocket expenses (including, without limitation,
reasonable legal fees) incurred in connection with any such investigation or
proceeding; but excluding any such losses, liabilities, claims, damages or
expenses incurred by reason of the gross negligence or wilful misconduct of the
Person to be indemnified.

SECTION 9.05 Setoff; Sharing of Setoffs. (a) The Borrower
hereby grants to the Agent and each Bank a lien for all indebtedness and
obligations owing to them from the Borrower upon all deposits or deposit
accounts, of any kind, or any interest in any deposits or deposit accounts
thereof, now or hereafter pledged, mortgaged, transferred or assigned to the
Agent or any such Bank or otherwise in the possession or control of the Agent
or any such Bank for any purpose for the account or benefit of the Borrower and
including any balance of any deposit account or of any credit of the Borrower
with the Agent or any such Bank, whether now existing or hereafter established
hereby authorizing the Agent and each Bank at any time or times following the

68
<PAGE> 76

occurrence and during the continuance of an Event of Default with or without
prior notice to apply such balances or any part thereof to such of the
indebtedness and obligations owing by the Borrower to the Banks and/or the
Agent then past due and in such amounts as they may elect, and whether or not
the collateral, if any, or the responsibility of other Persons primarily,
secondarily or otherwise liable may be deemed adequate. For the purposes of
this paragraph, all remittances and property shall be deemed to be in the
possession of the Agent or any such Bank as soon as the same may be put in
transit to it by mail or carrier or by other bailee.

(b) Each Bank agrees that if it shall, by exercising any right
of setoff or counterclaim or resort to collateral security or otherwise,
receive payment of a proportion of the aggregate amount of principal and
interest owing with respect to the Note held by it which is greater than the
proportion received by any other Bank in respect of the aggregate amount of all
principal and interest owing with respect to the Note held by such other Bank,
the Bank receiving such proportionately greater payment shall purchase such
participations in the Notes held by the other Banks owing to such other Banks,
and such other adjustments shall be made, as may be required so that all such
payments of principal and interest with respect to the Notes held by the Banks
owing to such other Banks shall be shared by the Banks pro rata; provided that
(i) nothing in this Section shall impair the right of any Bank to exercise any
right of setoff or counterclaim it may have and to apply the amount subject to
such exercise to the payment of indebtedness of the Borrower other than its
indebtedness under the Notes, and (ii) if all or any portion of such payment
received by the purchasing Bank is thereafter recovered from such purchasing
Bank, such purchase from each other Bank shall be rescinded and such other Bank
shall repay to the purchasing Bank the purchase price of such participation to
the extent of such recovery together with an amount equal to such other Bank's
ratable share (according to the proportion of (x) the amount of such other
Bank's required repayment to (y) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. The Borrower
agrees, to the fullest extent it may effectively do so under applicable law,
that any holder of a participation in a Note, whether or not acquired pursuant
to the foregoing arrangements, may exercise rights of setoff or counterclaim
and other rights with respect to such participation as fully as if such holder
of a participation were a direct creditor of the Borrower in the amount of such
participation.

SECTION 9.06. Amendments and Waivers. (a) Any provision of
this Agreement, the Notes, the Guaranty, the

69
<PAGE> 77

Contribution Agreement or any other Loan Documents may be amended or waived if,
but only if, such amendment or waiver is in writing and is signed by the
Borrower or the Guarantors, as applicable, and the Required Banks (and, if the
rights or duties of the Agent are affected thereby, by the Agent); provided
that, no such amendment or waiver shall, unless signed by all Banks, (i) change
the Commitment of any Bank or subject any Bank to any additional obligation,
(ii) change the principal of or rate of interest on any Loan or any fees (other
than fees payable to the Agent) hereunder, (iii) change the date fixed for any
payment of principal of or interest on any Loan or any fees hereunder, (iv)
change the amount of principal, interest or fees due on any date fixed for the
payment thereof, (v) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Notes, or the percentage of Banks,
which shall be required for the Banks or any of them to take any action under
this Section or any other provision of this Agreement, (vi) change the manner
of application of any payments made under this Agreement or the Notes, (vii)
release or substitute all or any substantial part of the collateral (if any)
held as security for the Loans, or (viii) release any Guarantee given to
support payment of the Loans, except as expressly provided in Section 5.20.

(b) Other than with the Agent, the Borrower will not
solicit, request or negotiate for or with respect to any proposed waiver or
amendment of any of the provisions of this Agreement unless each Bank shall be
informed thereof by the Borrower and shall be afforded an opportunity of
considering the same and shall be supplied by the Borrower with sufficient
information to enable it to make an informed decision with respect thereto.
Executed or true and correct copies of any waiver or consent effected pursuant
to the provisions of this Agreement shall be delivered by the Borrower to each
Bank forthwith following the date on which the same shall have been executed
and delivered by the requisite percentage of Banks. The Borrower will not,
directly or indirectly, pay or cause to be paid any remuneration, whether by
way of supplemental or additional interest, fee or otherwise, to any Bank (in
its capacity as such) as consideration for or as an inducement to the entering
into by such Bank of any waiver or amendment of any of the terms and provisions
of this Agreement unless such remuneration is concurrently paid, on the same
terms, ratably to all such Banks.

SECTION 9.07. No Margin Stock Collateral. Each of the Banks
represents to the Agent and each of the other Banks that it in good faith is
not, directly or indirectly (by negative pledge or otherwise), relying upon any
Margin Stock as collateral in the extension or maintenance of the credit
provided for in this Agreement.

70
<PAGE> 78

SECTION 9.08. 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; provided that the Borrower
may not assign or otherwise transfer any of its rights under this Agreement.

(b) Any Bank may at any time sell to one or more Persons
(each a "Participant") participating interests in any Loan owing to such Bank,
any Note held by such Bank, any Commitment hereunder or any other interest of
such Bank hereunder. In the event of any such sale by a Bank of a
participating interest to a Participant, such Bank's obligations under this
Agreement shall remain unchanged, such Bank shall remain solely responsible for
the performance thereof, such Bank shall remain the holder of any such Note for
all purposes under this Agreement, and the Borrower and the Agent shall
continue to deal solely and directly with such Bank in connection with such
Bank's rights and obligations under this Agreement. In no event shall a Bank
that sells a participation be obligated to the Participant to take or refrain
from taking any action hereunder except that such Bank may agree that it will
not (except as provided below), without the consent of the Participant, agree
to (i) the change of any date fixed for the payment of principal of or interest
on the related loan or loans, (ii) the change of the amount of any principal,
interest or fees due on any date fixed for the payment thereof with respect to
the related loan or loans, (iii) the change of the principal of the related
loan or loans, (iv) any change in the rate at which either interest is payable
thereon or (if the Participant is entitled to any part thereof) fee is payable
hereunder from the rate at which the Participant is entitled to receive
interest or fee (as the case may be) in respect of such participation, (v) the
release or substitution of all or any substantial part of the collateral (if
any) held as security for the Loans, or (vi) the release of any Guarantee given
to support payment of the Loans. Each Bank selling a participating interest in
any Loan, Note, Commitment or other interest under this Agreement, other than a
Money Market Loan or Money Market Loan Note or participating interest therein,
shall, within 10 Domestic Business Days of such sale, provide the Borrower and
the Agent with written notification stating that such sale has occurred and
identifying the Participant and the interest purchased by such Participant.
The Borrower agrees that each Participant shall be entitled to the benefits of
Article VIII with respect to its participation in Loans outstanding from time
to time.

(c) Any Bank may at any time assign to one or more banks or
financial institutions (each an "Assignee") all, or in the case of its
Syndicated Loans and Commitments, a proportionate part of all its Syndicated
Loans and Commitments, of its rights

71
<PAGE> 79

and obligations under this Agreement, the Notes and the other Loan Documents,
and such Assignee shall assume all such rights and obligations, pursuant to an
Assignment and Acceptance, executed by such Assignee, such transferor Bank and
the Agent (and, in the case of an Assignee that is not then a Bank, subject to
clauses (iii) below, by the Borrower); provided that (i) no interest may be
sold by a Bank pursuant to this paragraph (c) unless the Assignee shall agree
to assume ratably equivalent portions of the transferor Bank's Commitment, (ii)
if a Bank is assigning only a portion of its Commitment, then, the amount of
the Commitment being assigned (determined as of the effective date of the
assignment) shall be in an amount not less than $5,000,000, (iii) except during
the continuance of a Default, no interest may be sold by a Bank pursuant to
this paragraph (c) to any Assignee that is not then a Bank (or an Affiliate of
a Bank) without the consent of the Borrower and the Agent, which consent shall
not be unreasonably withheld, and (iv) a Bank may not have more than 2
Assignees that are not then Banks at any one time. Upon (A) execution of the
Assignment and Acceptance by such transferor Bank, such Assignee, the Agent and
(if applicable) the Borrower, (B) delivery of an executed copy of the
Assignment and Acceptance to the Borrower and the Agent, (C) payment by such
Assignee to such transferor Bank of an amount equal to the purchase price
agreed between such transferor Bank and such Assignee, and (D) payment of a
processing and recordation fee of $2,500 to the Agent, such Assignee shall for
all purposes be a Bank party to this Agreement and shall have all the rights
and obligations of a Bank under this Agreement to the same extent as if it were
an original party hereto with a Commitment as set forth in such instrument of
assumption, and the transferor Bank shall be released from its obligations
hereunder to a corresponding extent, and no further consent or action by the
Borrower, the Banks or the Agent shall be required. Upon the consummation of
any transfer to an Assignee pursuant to this paragraph (c), the transferor
Bank, the Agent and the Borrower shall make appropriate arrangements so that,
if required, a new Note is issued each of such Assignee and such transferor
Bank and such transferor Bank.

(d) Subject to the provisions of Section 9.09, the Borrower
authorizes each Bank to disclose to any Participant, Assignee or other
transferee (each a "Transferee") and any prospective Transferee any and all
financial information in such Bank's possession concerning the Borrower which
has been delivered to such Bank by the Borrower pursuant to this Agreement or
which has been delivered to such Bank by the Borrower in connection with such
Bank's credit evaluation prior to entering into this Agreement.

72
<PAGE> 80

(e) No Transferee shall be entitled to receive any greater
payment under Section 2.12(d) or Section 8.03 than the transferor Bank would
have been entitled to receive with respect to the rights transferred, unless
such transfer is made with the Borrower's prior written consent or by reason of
the provisions of Section 8.02 or 8.03 requiring such Bank to designate a
different Lending Office under certain circumstances or at a time when the
circumstances giving rise to such greater payment did not exist.

(f) Anything in this Section 9.08 to the contrary
notwithstanding, any Bank may assign and pledge all or any portion of the Loans
and/or obligations owing to it to any Federal Reserve Bank or the United States
Treasury as collateral security pursuant to Regulation A of the Board of
Governors of the Federal Reserve System and any Operating Circular issued by
such Federal Reserve Bank, provided that any payment in respect of such
assigned Loans and/or obligations made by the Borrower to the assigning and/or
pledging Bank in accordance with the terms of this Agreement shall satisfy the
Borrower's obligations hereunder in respect of such assigned Loans and/or
obligations to the extent of such payment. No such assignment shall release
the assigning and/or pledging Bank from its obligations hereunder.

SECTION 9.09. Confidentiality. Each Bank and the Agent agrees
to exercise its best efforts (but without any requirement for the expenditure
of funds) to keep any information delivered or made available by the Borrower
to it which is clearly indicated to be confidential information, confidential
from anyone other than persons employed or retained by such Bank who are or are
expected to become engaged in evaluating, approving, structuring or
administering the Loans; provided, however that nothing herein shall prevent
any Bank or the Agent from disclosing such information (i) to any other Bank or
the Agent, (ii) upon the order of any court or administrative agency, (iii)
upon the request or demand of any regulatory agency or authority having
jurisdiction over such Bank or the Agent, (iv) which has been publicly
disclosed through no commission or omission by a Bank or the Agent, (v) to the
extent reasonably required in connection with any litigation to which the
Agent, any Bank or their respective Affiliates may be a party, (vi) to the
extent reasonably required in connection with the exercise of any remedy
hereunder, (vii) to such Bank's or the Agent's legal counsel and independent
auditors and (viii) to any actual or proposed Participant, Assignee or other
Transferee of all or part of its rights hereunder which has agreed in writing
to be bound by the provisions of this Section 9.09; provided that should
disclosure of any such confidential information be required by virtue of clause
(ii) of the immediately preceding sentence, any relevant Bank or the Agent
shall promptly notify the Borrower of same so

73
<PAGE> 81

as to allow the Borrower to seek a protective order or to take any other
appropriate action; provided, further, that, neither any Bank nor the Agent
shall be required to delay compliance with any directive to disclose any such
information so as to allow the Borrower to effect any such action.

SECTION 9.10. Representation by Banks. Each Bank hereby
represents that it is a commercial lender or financial institution which makes
loans in the ordinary course of its business and that it will make its Loans
hereunder for its own account in the ordinary course of such business;
provided, however that, subject to Section 9.08, the disposition of the Note or
Notes held by that Bank shall at all times be within its exclusive control.

SECTION 9.11. Obligations Several. The obligations of each
Bank hereunder are several, and no Bank shall be responsible for the
obligations or commitment of any other Bank hereunder. Nothing contained in
this Agreement and no action taken by the Banks pursuant hereto shall be deemed
to constitute the Banks to be a partnership, an association, a joint venture or
any other kind of entity. The amounts payable at any time hereunder to each
Bank shall be a separate and independent debt, and each Bank shall be entitled
to protect and enforce its rights arising out of this Agreement or any other
Loan Document and it shall not be necessary for any other Bank to be joined as
an additional party in any proceeding for such purpose.

SECTION 9.12. North Carolina Law. This Agreement and each
Note shall be construed in accordance with and governed by the law of the State
of North Carolina.

SECTION 9.13. Severability. In case any one or more of the
provisions contained in this Agreement, the Notes or any of the other Loan
Documents should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby and
shall be enforced to the greatest extent permitted by law.

SECTION 9.14. Interest. In no event shall the amount of
interest, and all charges, amounts or fees contracted for, charged or collected
pursuant to this Agreement, the Notes or the other Loan Documents and deemed to
be interest under applicable law (collectively, "Interest") exceed the highest
rate of interest allowed by applicable law (the "Maximum Rate"), and in the
event any such payment is inadvertently received by any Bank, then the excess
sum (the "Excess") shall be credited as a payment of principal, unless the
Borrower shall notify such Bank in writing that it elects to have the Excess
returned forthwith. It

74
<PAGE> 82

is the express intent hereof that the Borrower not pay and the Banks not
receive, directly or indirectly in any manner whatsoever, interest in excess of
that which may legally be paid by the Borrower under applicable law. The right
to accelerate maturity of any of the Loans does not include the right to
accelerate any interest that has not otherwise accrued on the date of such
acceleration, and the Agent and the Banks do not intend to collect any unearned
interest in the event of any such acceleration. All monies paid to the Agent
or the Banks hereunder or under any of the Notes or the other Loan Documents,
whether at maturity or by prepayment, shall be subject to rebate of unearned
interest as and to the extent required by applicable law. By the execution of
this Agreement, the Borrower covenants, to the fullest extent permitted by law,
that (i) the credit or return of any Excess shall constitute the acceptance by
the Borrower of such Excess, and (ii) the Borrower shall not seek or pursue any
other remedy, legal or equitable , against the Agent or any Bank, based in
whole or in part upon contracting for charging or receiving any Interest in
excess of the Maximum Rate. For the purpose of determining whether or not any
Excess has been contracted for, charged or received by the Agent or any Bank,
all interest at any time contracted for, charged or received from the Borrower
in connection with this Agreement, the Notes or any of the other Loan Documents
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread in equal parts throughout the full term of the
Commitments. The Borrower, the Agent and each Bank shall, to the maximum
extent permitted under applicable law, (i) characterize any non-principal
payment as an expense, fee or premium rather than as Interest and (ii) exclude
voluntary prepayments and the effects thereof. The provisions of this Section
shall be deemed to be incorporated into each Note and each of the other Loan
Documents (whether or not any provision of this Section is referred to
therein). All such Loan Documents and communications relating to any Interest
owed by the Borrower and all figures set forth therein shall, for the sole
purpose of computing the extent of obligations hereunder and under the Notes
and the other Loan Documents be automatically recomputed by the Borrower, and
by any court considering the same, to give effect to the adjustments or credits
required by this Section.

SECTION 9.15. Interpretation. No provision of this Agreement
or any of the other Loan Documents shall be construed against or interpreted to
the disadvantage of any party hereto by any court or other governmental or
judicial authority by reason of such party having or being deemed to have
structured or dictated such provision.

SECTION 9.16. Waiver of Jury Trial; Consent to Jurisdiction.
The Borrower (a) and each of the Banks and the

75
<PAGE> 83

Agent irrevocably waives, to the fullest extent permitted by law, any and all
right to trial by jury in any legal proceeding arising out of this Agreement,
any of the other Loan Documents, or any of the transactions contemplated hereby
or thereby, (b) submits to the nonexclusive personal jurisdiction in the State
of North Carolina, the courts thereof and the United States District Courts
sitting therein, for the enforcement of this Agreement, the Notes and the other
Loan Documents, (c) waives any and all personal rights under the law of any
jurisdiction to object on any basis (including, without limitation,
inconvenience of forum) to jurisdiction or venue within the State of Georgia
for the purpose of litigation to enforce this Agreement, the Notes or the other
Loan Documents, and (d) and each of the Banks and the Agent agrees that service
of process may be made upon it in the manner prescribed in Section 9.01 for the
giving of notice to the Borrower. Nothing herein contained, however, shall
prevent the Agent from bringing any action or exercising any rights against any
security and against the Borrower personally, and against any assets of the
Borrower, within any other state or jurisdiction.

SECTION 9.17. Counterparts. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 9.18. Source of Funds -- ERISA. Each of the Banks
hereby severally (and not jointly) represents to the Borrower that no part of
the funds to be used by such Bank to fund the Loans hereunder from time to time
constitutes (i) assets allocated to any separate account maintained by such
Bank in which any employee benefit plan (or its related trust) has any interest
nor (ii) any other assets of any employee benefit plan. As used in this
Section, the terms "employee benefit plan" and "separate account" shall have
the respective meanings assigned to such terms in Section 3 of ERISA.

[Signatures are contained on the following pages.]

76
<PAGE> 84

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

GUILFORD MILLS, INC. (SEAL)

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

Guilford Mills, Inc.
4925 West Market Street
Greensboro, NC 27407
Attention: Terrence E. Geremski
Telecopier number: 910-316-4056
Confirmation number: 910-316-4136

WACHOVIA BANK OF GEORGIA, N.A.,
as Agent (SEAL)

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

Wachovia Bank of Georgia, N.A.
191 Peachtree Street, N.E.
Atlanta, GA 30303-1757
Attention: Syndications Group
Telecopier number: 404-332-4005
Confirmation number: 404-332-6971

$24,000,000.00 WACHOVIA BANK OF NORTH
CAROLINA, N.A. (SEAL)

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

Lending Office
--------------
Wachovia Bank of North
Carolina, N.A.
301 North Main Street - MC 32061
Winston-Salem, NC 27150
Attention: W. Stanton Laight
Telecopier number: 910-761-6458
Confirmation number: 910-770-5924

77
<PAGE> 85

BANK OF TOKYO, LTD.,
ATLANTA AGENCY (SEAL)

$21,000,000.00 By:
-----------------------------------------
Title:

Lending Office:
--------------
5050 Georgia-Pacific Center
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
Attention: Richard S. Davis, VP
Telecopier number: 404-577-1155
Confirmation number: 404-577-2960

$21,000,000.00 FIRST UNION NATIONAL BANK (SEAL)
OF NORTH CAROLINA